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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2006



| ̈ | 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: 0-20190



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Authentidate Holding Corp.

(Exact name of registrant as specified in its charter)



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|                                                                                   |  |                                     
|---------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                           |  | 14-1673067                          
|(State or other jurisdiction of incorporation or organization)                     |  | (I.R.S. Employer Identification No.)
|                                                                                   | 
|Connell Corporate Center 300 Connell Drive, 5thFloor, Berkeley Heights, New Jersey |  | 07922                               
|(Address of principal executive offices)                                           |  | (Zip Code)                          

(908) 787-1700

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)



---

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ̈Accelerated filer  x    Non-accelerated filer ̈

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                         |  |                                 
|---------------------------------------- |  | --------------------------------
|Class                                    |  | Outstanding at November 08, 2006
|Common Stock, $0.001 par value per share |  | 34, 413,328 shares              



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##### Table of Contents

Authentidate Holding Corp.

Form 10-Q

Table of Contents



|           |  |                                                                                      |  |     
|---------- |  | ------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                      |  | Page
|Part I     |  | Financial Information                                                                |  |     
|           |  |                                                                                     
|Item 1.    |  | Financial Statements                                                                 |  |     
|           |  |                                                                                     
|           |  | Condensed Consolidated Balance Sheets (Unaudited)                                    |  | 3   
|           |  |                                                                                     
|           |  | Condensed Consolidated Statements of Operations (Unaudited)                          |  | 4   
|           |  |                                                                                     
|           |  | Condensed Consolidated Statements of Cash Flows (Unaudited)                          |  | 5   
|           |  |                                                                                     
|           |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                     |  | 6   
|           |  |                                                                                     
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation |  | 15  
|           |  |                                                                                     
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                           |  | 23  
|           |  |                                                                                     
|Item 4.    |  | Controls and Procedures                                                              |  | 23  
|           |  |                                                                                     
|Part II    |  | Other Information                                                                    |  |     
|           |  |                                                                                     
|Item 1.    |  | Legal Proceedings                                                                    |  | 24  
|           |  |                                                                                     
|Item 1A.   |  | Risk Factors                                                                         |  | 25  
|           |  |                                                                                     
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                          |  | 34  
|           |  |                                                                                     
|Item 3.    |  | Defaults upon Senior Securities                                                      |  | 35  
|           |  |                                                                                     
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                  |  | 35  
|           |  |                                                                                     
|Item 5.    |  | Other Information                                                                    |  | 35  
|           |  |                                                                                     
|Item 6.    |  | Exhibits                                                                             |  | 35  
|           | 
|Signatures |  | 36                                                                                  



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##### Table of Contents

Part I Financial Information

Item 1. Financial Statements

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Balance Sheets



|                                                                                                    |  |                              |          |   |              |   |          |  
|--------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | - | ------------ | - | -------- | -
|(in thousands)                                                                                      |  | September 30,2006(Unaudited) |          |   | June 30,2006 |  
|Assets                                                                                              |  |                              |          |   |              |   |          |  
|Current assets                                                                                      |  |                              |          |   |              |   |          |  
|Cash and cash equivalents                                                                           |  | $                            | 8,639    |   |              | $ | 9,366    |  
|Restricted cash                                                                                     |  |                              | 521      |   |              |   | 521      |  
|Marketable securities                                                                               |  |                              | 31,696   |   |              |   | 36,539   |  
|Accounts receivable, net                                                                            |  |                              | 3,453    |   |              |   | 2,757    |  
|Prepaid expenses and other current assets                                                           |  |                              | 1,667    |   |              |   | 825      |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Total current assets                                                                                |  |                              | 45,976   |   |              |   | 50,008   |  
|Property and equipment, net                                                                         |  |                              | 3,894    |   |              |   | 3,945    |  
|Other assets                                                                                        |  |                              |          |   |              |   |          |  
|Software development costs, net                                                                     |  |                              | 2,156    |   |              |   | 1,926    |  
|Goodwill                                                                                            |  |                              | 7,341    |   |              |   | 7,341    |  
|Other assets                                                                                        |  |                              | 1,305    |   |              |   | 1,314    |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Total assets                                                                                        |  | $                            | 60,672   |   |              | $ | 64,534   |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Liabilities and Shareholders Equity                                                                |  |                              |          |   |              |   |          |  
|Current liabilities                                                                                 |  |                              |          |   |              |   |          |  
|Accounts payable and accrued expenses                                                               |  | $                            | 5,789    |   |              | $ | 5,925    |  
|Deferred revenue                                                                                    |  |                              | 2,101    |   |              |   | 1,988    |  
|Other current liabilities                                                                           |  |                              | 108      |   |              |   | 57       |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Total current liabilities                                                                           |  |                              | 7,998    |   |              |   | 7,970    |  
|Long-term deferred revenue                                                                          |  |                              | 229      |   |              |   | 229      |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Total liabilities                                                                                   |  |                              | 8,227    |   |              |   | 8,199    |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Commitments and contingencies                                                                       |  |                              |          |   |              |   |          |  
|Shareholders equity                                                                                |  |                              |          |   |              |   |          |  
|Preferred stock $.10 par value; 5,000 shares authorized; Series B, 28 shares issued and outstanding |  |                              | 3        |   |              |   | 3        |  
|Common stock, $.001 par value; 75,000 shares authorized, 34,413 issued and outstanding              |  |                              | 34       |   |              |   | 34       |  
|Additional paid-in capital                                                                          |  |                              | 162,811  |   |              |   | 162,386  |  
|Accumulated deficit                                                                                 |  |                              | (110,305 | ) |              |   | (105,992 | )
|Accumulated comprehensive loss                                                                      |  |                              | (98      | ) |              |   | (96      | )
|                                                                                                    |  |                              |          |   |              |   |          |  
|Total shareholders equity                                                                          |  |                              | 52,445   |   |              |   | 56,335   |  
|                                                                                                    |  |                              |          |   |              |   |          |  
|Total liabilities and shareholders equity                                                          |  | $                            | 60,672   |   |              | $ | 64,534   |  
|                                                                                                    |  |                              |          |   |              |   |          |  

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



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)



|                                             |  |                                 |        |   |      |   |        |  
|-------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                             |  | Three Months EndedSeptember 30, |       
|(in thousands, except per share data)        |  | 2006                            |        |   | 2005 |  
|Net sales                                    |  |                                 |        |   |      |   |        |  
|Products                                     |  | $                               | 3,073  |   |      | $ | 3,973  |  
|Services                                     |  |                                 | 384    |   |      |   | 330    |  
|                                             |  |                                 |        |   |      |   |        |  
|Total net sales                              |  |                                 | 3,457  |   |      |   | 4,303  |  
|                                             |  |                                 |        |   |      |   |        |  
|Cost of sales                                |  |                                 |        |   |      |   |        |  
|Products                                     |  |                                 | 1,241  |   |      |   | 2,027  |  
|Services                                     |  |                                 | 195    |   |      |   | 144    |  
|                                             |  |                                 |        |   |      |   |        |  
|Total cost of sales                          |  |                                 | 1,436  |   |      |   | 2,171  |  
|                                             |  |                                 |        |   |      |   |        |  
|Gross profit                                 |  |                                 | 2,021  |   |      |   | 2,132  |  
|                                             |  |                                 |        |   |      |   |        |  
|Selling, general and administrative expenses |  |                                 | 5,762  |   |      |   | 5,691  |  
|Product development expenses                 |  |                                 | 1,144  |   |      |   | 718    |  
|                                             |  |                                 |        |   |      |   |        |  
|Total operating expenses                     |  |                                 | 6,906  |   |      |   | 6,409  |  
|                                             |  |                                 |        |   |      |   |        |  
|Loss from operations                         |  |                                 | (4,885 | ) |      |   | (4,277 | )
|                                             |  |                                 |        |   |      |   |        |  
|Other income                                 |  |                                 |        |   |      |   |        |  
|Interest and other income                    |  |                                 | 590    |   |      |   | 531    |  
|Interest expense                             |  |                                 |       |   |      |   | (2     | )
|                                             |  |                                 |        |   |      |   |        |  
|                                             |  |                                 | 590    |   |      |   | 529    |  
|                                             |  |                                 |        |   |      |   |        |  
|Net loss                                     |  | $                               | (4,295 | ) |      | $ | (3,748 | )
|                                             |  |                                 |        |   |      |   |        |  
|Basic and diluted loss per common share      |  | $                               | (0.13  | ) |      | $ | (0.11  | )
|                                             |  |                                 |        |   |      |   |        |  

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



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Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)



|                                                                           |  |                                 |        |   |      |   |        |  
|-------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                           |  | Three Months EndedSeptember 30, |       
|(in thousands)                                                             |  | 2006                            |        |   | 2005 |  
|Cash flows from operating activities                                       |  |                                 |        |   |      |   |        |  
|Net loss                                                                   |  | $                               | (4,295 | ) |      | $ | (3,748 | )
|Adjustments to reconcile net loss to net cash used in operating activities |  |                                 |        |   |      |   |        |  
|Depreciation and amortization                                              |  |                                 | 325    |   |      |   | 357    |  
|Provision for doubtful accounts receivable                                 |  |                                 | 14     |   |      |   | 10     |  
|Share-based compensation                                                   |  |                                 | 425    |   |      |   | 653    |  
|Changes in assets and liabilities                                          |  |                                 |        |   |      |   |        |  
|Accounts receivable                                                        |  |                                 | (710   | ) |      |   | 417    |  
|Prepaid expenses and other current assets                                  |  |                                 | (842   | ) |      |   | (1,038 | )
|Accounts payable, accrued expenses and other liabilities                   |  |                                 | (85    | ) |      |   | (470   | )
|Deferred revenue                                                           |  |                                 | 113    |   |      |   | (149   | )
|                                                                           |  |                                 |        |   |      |   |        |  
|Net cash used in operating activities                                      |  |                                 | (5,055 | ) |      |   | (3,968 | )
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash flows from investing activities                                       |  |                                 |        |   |      |   |        |  
|Restricted cash                                                            |  |                                 |       |   |      |   | (515   | )
|Purchases of property and equipment                                        |  |                                 | (85    | ) |      |   | (172   | )
|Other intangible assets acquired                                           |  |                                 | (28    | ) |      |   | (13    | )
|Capitalized software development costs                                     |  |                                 | (382   | ) |      |   | (609   | )
|Net sales of marketable securities                                         |  |                                 | 4,843  |   |      |   | 6,475  |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Net cash provided by investing activities                                  |  |                                 | 4,348  |   |      |   | 5,166  |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash flows from financing activities                                       |  |                                 |        |   |      |   |        |  
|Dividends paid                                                             |  |                                 | (18    | ) |      |   |       |  
|Principal payments on obligations under capital leases                     |  |                                 |       |   |      |   | (6     | )
|Payment of registration costs                                              |  |                                 |       |   |      |   | (2     | )
|Net borrowings under line of credit                                        |  |                                 |       |   |      |   | 59     |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                        |  |                                 | (18    | ) |      |   | 51     |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Effect of exchange rate changes on cash flows                              |  |                                 | (2     | ) |      |   | (8     | )
|                                                                           |  |                                 |        |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                       |  |                                 | (727   | ) |      |   | 1,241  |  
|Cash and cash equivalents, beginning of period                             |  |                                 | 9,366  |   |      |   | 6,429  |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                   |  | $                               | 8,639  |   |      | $ | 7,670  |  
|                                                                           |  |                                 |        |   |      |   |        |  

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



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying
unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and, in the opinion of management, reflect all adjustments, consisting of only
normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The condensed consolidated financial statements include the accounts of Authentidate Holding Corp. (AHC) and its subsidiaries DJS
Marketing Group, Inc. (Systems Integration), Authentidate, Inc., Authentidate International AG, and Trac Medical Solutions, Inc. (collectively Security Software Solutions), and its Docstar division, (Document Management
Solutions) (collectively, the Company). All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations for the three months ended September 30, 2006 are not necessarily
indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Companys Form 10-K for the fiscal
year ended June 30, 2006 and the attached Managements Discussion and Analysis of Financial Conditions and Results of Operations.

2. Loss Per
Share

The following table sets forth the calculation of basic and diluted loss per share for the periods presented (in thousands,
except per share data):



|                                           |  |                                 |        |   |      |   |        |  
|------------------------------------------ |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                           |  | Three Months EndedSeptember 30, |       
|                                           |  | 2006                            |        |   | 2005 |  
|Net loss                                   |  | $                               | (4,295 | ) |      | $ | (3,748 | )
|Preferred stock dividends                  |  |                                 | (18    | ) |      |   | (18    | )
|                                           |  |                                 |        |   |      |   |        |  
|Net loss applicable to common shareholders |  | $                               | (4,313 | ) |      | $ | (3,766 | )
|                                           |  |                                 |        |   |      |   |        |  
|Weighted average shares                    |  |                                 | 34,413 |   |      |   | 34,399 |  
|Basic and diluted loss per common share    |  | $                               | (0.13  | ) |      | $ | (0.11  | )
|                                           |  |                                 |        |   |      |   |        |  

All common stock equivalents were excluded from the calculation of net loss per share for the
periods presented because their impact is antidilutive. At September 30, 2006, employee and non-executive director options (4,422,000), warrants (1,012,000), performance based consultant options (375,000) and convertible preferred stock
(500,000) were outstanding. At September 30, 2005, employee and non-executive director options (4,327,000), warrants (1,276,000), and convertible preferred stock (500,000) were outstanding.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

3. Share-Based Compensation

The impact of share-based compensation expense on the results of operations is as follows (in thousands, except per share data):



|                                                                         |  |                                 |        |   |      |   |        |  
|------------------------------------------------------------------------ |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                         |  | Three Months EndedSeptember 30, |       
|                                                                         |  | 2006                            |        |   | 2005 |  
|Loss from operations before share-based compensation expense             |  | $                               | (4,460 | ) |      | $ | (3,624 | )
|Share-based compensation expense                                         |  |                                 | (425   | ) |      |   | (653   | )
|                                                                         |  |                                 |        |   |      |   |        |  
|Loss from operations                                                     |  | $                               | (4,885 | ) |      | $ | (4,277 | )
|                                                                         |  |                                 |        |   |      |   |        |  
|Net loss before share-based compensation expense                         |  | $                               | (3,870 | ) |      | $ | (3,095 | )
|Share-based compensation expense                                         |  |                                 | (425   | ) |      |   | (653   | )
|                                                                         |  |                                 |        |   |      |   |        |  
|Net loss                                                                 |  | $                               | (4,295 | ) |      | $ | (3,748 | )
|                                                                         |  |                                 |        |   |      |   |        |  
|Basic and diluted loss per share before share-based compensation expense |  | $                               | (0.12  | ) |      | $ | (0.09  | )
|Share-based compensation expense                                         |  |                                 | (0.01  | ) |      |   | (0.02  | )
|                                                                         |  |                                 |        |   |      |   |        |  
|Basic and diluted loss per share                                         |  | $                               | (0.13  | ) |      | $ | (0.11  | )
|                                                                         |  |                                 |        |   |      |   |        |  

Share-based compensation by category is as follows (in thousands):



|                                   |  |                                 |       |      |   |      
|---------------------------------- |  | ------------------------------- | ----- | ---- | - | -----
|                                   |  | Three Months EndedSeptember 30,
|                                   |  | 2006                            |       | 2005
|SG&A expenses, net                 |  | $                               | 5,401 |      | $ | 5,105
|Share-based compensation expense   |  |                                 | 361   |      |   | 586  
|                                   |  |                                 |       |      |   |      
|Total SG&A expenses                |  | $                               | 5,762 |      | $ | 5,691
|                                   |  |                                 |       |      |   |      
|Product development expenses, net  |  | $                               | 1,084 |      | $ | 656  
|Share-based compensation expense   |  |                                 | 60    |      |   | 62   
|                                   |  |                                 |       |      |   |      
|Total product development expenses |  | $                               | 1,144 |      | $ | 718  
|                                   |  |                                 |       |      |   |      
|Cost of sales, net                 |  | $                               | 1,432 |      | $ | 2,166
|Share-based compensation expense   |  |                                 | 4     |      |   | 5    
|                                   |  |                                 |       |      |   |      
|Total cost of sales                |  | $                               | 1,436 |      | $ | 2,171
|                                   |  |                                 |       |      |   |      

The Company computed the estimated fair values of all share-based compensation using the
Black-Scholes option pricing model and the assumptions set forth in the following table. The Company based its estimate of the life of these options on historical averages over the past five years. The Company retained a third party valuation firm
to calculate expected volatility which was based on the Companys historical stock volatility, historical stock volatility of comparable companies in the industry and implied volatilities based on the spot market for traded options in the
Company and comparable companies in the industry. The assumptions used in the Companys Black-Scholes calculations for fiscal 2007 and fiscal 2006 are as follows:



|                 |  |                        |  |               |   |  |                  |   |  |                                    
|---------------- |  | ---------------------- |  | ------------- | - |  | ---------------- | - |  | -----------------------------------
|                 |  | Risk Free InterestRate |  | DividendYield |   |  | VolatilityFactor |   |  | WeightedAverage OptionLife (Months)
|Fiscal year 2007 |  | 4.2%                   |  | 0             | % |  | 70               | % |  | 33                                 
|Fiscal year 2006 |  | 3.3% - 4.2%            |  | 0             | % |  | 70               | % |  | 33                                 



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Black-Scholes option-pricing
model requires the input of highly subjective assumptions. Because the Companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in managements opinion, the existing models may not provide a reliable single measure of the fair value of share-based compensation for employee stock options. Management will continue to assess the
assumptions and methodologies used to calculate estimated fair value of share-based compensation as circumstances change and additional data becomes available over time, which may result in changes to these assumptions and methodologies. Such
changes could materially impact the Companys fair value determination.

Stock option activity under the Employees and Non-Executive
Directors Stock Option Plans (the Plans) for the period ended September 30, 2006 is as follows (in thousands, except per share and average life data):



|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|-------------------------------------- |  | ---------------- | - |  | ---------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -
|Employees Plan                         |  | Number ofOptions |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Outstanding, June 30, 2006             |  | 4,284            |   |  | $                            | 4.95 |                                                 |      |                         |   |  
|Granted                                |  | 73               |   |  |                              | 4.50 |                                                 |      |                         |   |  
|Forfeited                              |  | (275             | ) |  |                              | 4.55 |                                                 |      |                         |   |  
|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Outstanding, September 30, 2006        |  | 4,082            |   |  | $                            | 4.97 |                                                 | 2.72 |                         | $ | 
|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Exercisable at September 30, 2006      |  | 2,573            |   |  | $                            | 5.01 |                                                 | 1.94 |                         | $ | 
|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Expected to vest at September 30, 2006 |  | 1,156            |   |  | $                            | 4.90 |                                                 | 4.05 |                         | $ | 
|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|                                       |  |                  |   | 
|Non-Executive Directors Plan           |  | Number ofOptions |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Outstanding, June 30, 2006             |  | 295              |   |  | $                            | 4.95 |                                                 |      |                         |   |  
|Granted                                |  | 65               |   |  |                              | 2.03 |                                                 |      |                         |   |  
|Expired                                |  | (20              | ) |  |                              | 3.76 |                                                 |      |                         |   |  
|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Outstanding, September 30, 2006        |  | 340              |   |  | $                            | 4.47 |                                                 | 3.44 |                         | $ | 
|                                       |  |                  |   |  |                              |      |                                                 |      |                         |   |  

Non-executive director options are granted at market price and vest on the grant date.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Unvested options as of
September 30, 2006, and changes in such options during the three month period then ended are summarized below (in thousands, except per share and average life data):



|                                     |  |                  |   |  |                                     |      |                                                 |      |                         |   |  
|------------------------------------ |  | ---------------- | - |  | ----------------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -
|                                     |  | Number ofOptions |   |  | WeightedAverageGrant DateFair Value |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Unvested balance, June 30, 2006      |  | 1,820            |   |  | $                                   | 1.12 |                                                 |      |                         |   |  
|Granted                              |  | 138              |   |  |                                     | 0.73 |                                                 |      |                         |   |  
|Vested                               |  | (411             | ) |  |                                     | 1.29 |                                                 |      |                         |   |  
|Forfeited                            |  | (38              | ) |  |                                     | 1.55 |                                                 |      |                         |   |  
|                                     |  |                  |   |  |                                     |      |                                                 |      |                         |   |  
|Unvested balance, September 30, 2006 |  | 1,509            |   |  | $                                   | 1.04 |                                                 | 4.05 |                         | $ | 
|                                     |  |                  |   |  |                                     |      |                                                 |      |                         |   |  

As of September 30, 2006, there was $1,685,000 of total unrecognized compensation expense
related to unvested share-based compensation arrangements granted under the Plans. This expense is expected to be recognized over a weighted-average period of 27 months.

There were no options exercised during the three month periods ended September 30, 2006 and 2005. The weighted average grant date fair value of options granted during the three month periods ended
September 30, 2006 and 2005 was approximately $0.73 and $1.15, respectively. These values were calculated using the Black-Scholes option-pricing model.

The total fair value of shares vested was $529,000 and $427,000 for the three month periods ended September 30, 2006 and 2005, respectively.

During fiscal 2006 the Company issued 375,000 stock options to an independent consultant, exercisable at $3.75 per share. These options do not vest until
the consultant realizes at least $1.0 million in sales of the Companys Security Software Solutions products; therefore no expense has been recorded as no sales have been realized to date. These options are not included in the disclosures
above. These options expire at the later of seven years from the grant date or five years from the vesting date.

4. Comprehensive Loss:



|                                |  |                                 |        |   |      |   |        |  
|------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                |  | Three Months EndedSeptember 30, |       
|                                |  | 2006                            |        |   | 2005 |  
|Net loss                        |  | $                               | (4,295 | ) |      | $ | (3,748 | )
|Currency translation adjustment |  |                                 | (2     | ) |      |   | 4      |  
|                                |  |                                 |        |   |      |   |        |  
|Comprehensive loss              |  | $                               | (4,297 | ) |      | $ | (3,744 | )
|                                |  |                                 |        |   |      |   |        |  

5. Segment Information

FAS 131, Disclosures about Segments of an Enterprise and Related Information,requires certain financial and supplementary information to be disclosed about operating segments of an enterprise. Operating
segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in
assessing performance. Our chief operating decision maker is our Chief Executive Officer.

The Company is organized into three businesses
or operating segments based on software and service offerings. The Security Software Solutions business is engaged in the development and sale of secure workflow management solutions that generally incorporate its proprietary content authentication
technology in the form of the United States Postal Service Electronic Postmark®(EPM); and
electronic signing software for use with electronic billing and archiving solutions in the European market. The content



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

authentication technology (EPM) enables the user to
have a digital record of a transaction created and stored with the USPS that can be used to verify the content, date, time and parties related to the transaction. Our software solutions offered in Europe are compliant with the German Signature Act
and European guidelines. The software solutions and services offered by this segment are sold through a direct sales effort and reseller arrangements. The Document Management Solutions business is engaged in the development and sale of document
imaging and management software. Sales are made primarily through a national network of resellers and in some cases include related hardware products to provide a turn-key solution to customers. The Systems Integration business provides software
support, software and hardware integration services and hardware to customers primarily in the Albany, New York area. The Company does not allocate indirect expenses such as public company costs, share-based compensation expense, finance, legal and
other non-operating costs to the individual operating segments. These costs generally apply to all of the Companys businesses and are reported as corporate expenses for segment reporting purposes. Corporate assets consist primarily of cash and
cash equivalents, marketable securities, fixed assets and goodwill.

Segment information is as follows:



|                                                |  |                           |        |   |                             |   |       |                    |  |   |        |   |  |   |        |  
|----------------------------------------------- |  | ------------------------- | ------ | - | --------------------------- | - | ----- | ------------------ |  | - | ------ | - |  | - | ------ | -
|Three months ended September 30, (in thousands) |  | SecuritySoftwareSolutions |        |   | DocumentManagementSolutions |   |       | SystemsIntegration |  |   | Totals |  
|2006                                            |  |                           |        |   |                             |   |       |                    |  |   |        |   |  |   |        |  
|Net sales from external customers               |  | $                         | 883    |   |                             | $ | 1,521 |                    |  | $ | 1,053  |   |  | $ | 3,457  |  
|Segment profit (loss)                           |  |                           | (2,222 | ) |                             |   | 31    |                    |  |   | 43     |   |  |   | (2,148 | )
|Segment assets                                  |  |                           | 3,296  |   |                             |   | 3,246 |                    |  |   | 2,535  |   |  |   | 9,077  |  
|                                                |  |                           |        |  
|2005                                            |  |                           |        |   |                             |   |       |                    |  |   |        |   |  |   |        |  
|Net sales from external customers               |  | $                         | 1,125  |   |                             | $ | 1,494 |                    |  | $ | 1,684  |   |  | $ | 4,303  |  
|Intersegment revenues                           |  |                           |       |   |                             |   |      |                    |  |   | 4      |   |  |   | 4      |  
|Segment loss                                    |  |                           | (1,886 | ) |                             |   | (26   | )                  |  |   | (19    | ) |  |   | (1,931 | )
|Segment assets                                  |  |                           | 2,978  |   |                             |   | 2,436 |                    |  |   | 3,020  |   |  |   | 8,434  |  



|                                        |  |                                 |        |   |      |   |        |  
|--------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                        |  | Three Months EndedSeptember 30, |       
|                                        |  | 2006                            |        |   | 2005 |  
|Reconciliations:                        |  |                                 |        |   |      |   |        |  
|                                        |  |                                
|Net sales                               |  |                                 |        |   |      |   |        |  
|Total net sales for reportable segments |  | $                               | 3,457  |   |      | $ | 4,307  |  
|Elimination of intersegment revenues    |  |                                 |       |   |      |   | (4     | )
|                                        |  |                                 |        |   |      |   |        |  
|Total consolidated net sales            |  | $                               | 3,457  |   |      | $ | 4,303  |  
|                                        |  |                                 |        |   |      |   |        |  
|Loss before income taxes                |  |                                 |        |   |      |   |        |  
|Total loss for reportable segments      |  | $                               | (2,148 | ) |      | $ | (1,931 | )
|Corporate expenses and other            |  |                                 | (2,147 | ) |      |   | (1,822 | )
|Elimination of intersegment loss        |  |                                 |       |   |      |   | 5      |  
|                                        |  |                                 |        |   |      |   |        |  
|Loss before income taxes                |  | $                               | (4,295 | ) |      | $ | (3,748 | )
|                                        |  |                                 |        |   |      |   |        |  
|Assets                                  |  |                                 |        |   |      |   |        |  
|Total assets for reportable segments    |  | $                               | 9,077  |   |      | $ | 8,434  |  
|Corporate assets                        |  |                                 | 51,595 |   |      |   | 67,746 |  
|Elimination of intersegment assets      |  |                                 |       |   |      |   | (148   | )
|                                        |  |                                 |        |   |      |   |        |  
|Consolidated total assets               |  | $                               | 60,672 |   |      | $ | 76,032 |  
|                                        |  |                                 |        |   |      |   |        |  

Net sales from external customers for our Security Software Solutions segment includes revenues
from our German operations of approximately $514,000 and $498,000 for the three month periods ended September 30, 2006 and 2005 and assets of approximately $1,321,000 and $1,230,000 at September 30, 2006 and 2005, respectively.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

6. Marketable Securities

The Company classifies investments known as auction rate securities as marketable securities on its balance sheet. The auction rate securities are
generally triple A or double A rated. The interest yield generally resets every 35 days or sooner and the securities are purchased at par value and sold at par value with no adjustment to market value required. Many of the securities are insured by
a third party insurance company and the issuer is sometimes a municipality or a corporation run by a municipality.

7. Inventories

Inventories, which are included in other current assets, consist of the following (in thousands):



|                                       |  |                   |     |              |   |    
|-------------------------------------- |  | ----------------- | --- | ------------ | - | ---
|                                       |  | September 30,2006 |     | June 30,2006
|Purchased components and raw materials |  | $                 | 537 |              | $ | 471
|Finished goods                         |  |                   | 96  |              |   | 99 
|                                       |  |                   |     |              |   |    
|Total inventories                      |  | $                 | 633 |              | $ | 570
|                                       |  |                   |     |              |   |    

8. Goodwill and Other Intangible Assets

The Company performs an annual valuation of goodwill at the end of the fiscal year. Any adverse development or change in our business during the year
would require an interim assessment. For the three months ended September 30, 2006 there were no adverse developments or changes that required such an assessment and the carrying amount of goodwill has not changed. Goodwill relates solely to
our Securities Software Solutions business and approximately $7,291,000 relates to our business in Germany.

Other intangible assets
consist of the following (in thousands):



|                      |  |                     |       |                         |   |               |  |                     |     |                         |   |               |  |   |     |  |   |    
|--------------------- |  | ------------------- | ----- | ----------------------- | - | ------------- |  | ------------------- | --- | ----------------------- | - | ------------- |  | - | --- |  | - | ---
|                      |  | September 30, 2006  |       | June 30, 2006          
|                      |  | GrossCarryingAmount |       | AccumulatedAmortization |   | Net BookValue |  | GrossCarryingAmount |     | AccumulatedAmortization |   | Net BookValue
|Patents               |  | $                   | 368   |                         | $ | 115           |  | $                   | 253 |                         | $ | 368           |  | $ | 109 |  | $ | 259
|Trademarks            |  |                     | 183   |                         |   | 50            |  |                     | 133 |                         |   | 183           |  |   | 48  |  |   | 135
|Acquired technologies |  |                     | 72    |                         |   | 59            |  |                     | 13  |                         |   | 72            |  |   | 54  |  |   | 18 
|Licenses              |  |                     | 796   |                         |   | 644           |  |                     | 152 |                         |   | 768           |  |   | 607 |  |   | 161
|                      |  |                     |       |                         |   |               |  |                     |     |                         |   |               |  |   |     |  |   |    
|Total                 |  | $                   | 1,419 |                         | $ | 868           |  | $                   | 551 |                         | $ | 1,391         |  | $ | 818 |  | $ | 573
|                      |  |                     |       |                         |   |               |  |                     |     |                         |   |               |  |   |     |  |   |    

The Company amortizes other intangible assets under the straight line method. Amortization expense
was approximately $56,000 for the three months ended September 30, 2006. Amortization expense for the next five fiscal years is expected to be as follows (in thousands):



|     |  |   |    
|---- |  | - | ---
|2007 |  | $ | 163
|2008 |  |   | 55 
|2009 |  |   | 44 
|2010 |  |   | 30 
|2011 |  |   | 30 



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

9. Shareholders Equity

The changes in Shareholders Equity for the three months ended September 30, 2006 are summarized as follows (in thousands):



|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |        |  
|-------------------------------- |  | -------------- | - | ----------- | - | -------------- |  | ------------------ | ------- |  | ------------------------------------------ | -------- | - | ------------------------ | - | --- | - |  | - | ------ | -
|                                 |  | PreferredStock |   | CommonStock |   | Paid-inCapital |  | AccumulatedDeficit |         |  | AccumulatedOtherComprehensiveIncome (Loss) |          |   | TotalShareholdersEquity |  
|Balance, June 30 2006            |  | $              | 3 |             | $ | 34             |  | $                  | 162,386 |  | $                                          | (105,992 | ) |                          | $ | (96 | ) |  | $ | 56,335 |  
|Preferred stock dividends        |  |                |  |             |   |               |  |                    |        |  |                                            | (18      | ) |                          |   |    |   |  |   | (18    | )
|Share-based compensation expense |  |                |  |             |   |               |  |                    | 425     |  |                                            |         |   |                          |   |    |   |  |   | 425    |  
|Currency translation adjustment  |  |                |  |             |   |               |  |                    |        |  |                                            |         |   |                          |   | (2  | ) |  |   | (2     | )
|Net loss                         |  |                |  |             |   |               |  |                    |        |  |                                            | (4,295   | ) |                          |   |    |   |  |   | (4,295 | )
|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |        |  
|Balance, September 30, 2006      |  | $              | 3 |             | $ | 34             |  | $                  | 162,811 |  | $                                          | (110,305 | ) |                          | $ | (98 | ) |  | $ | 52,445 |  
|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |        |  

During the three months ended September 30, 2006, no stock options or common stock warrants
were exercised.

10. Preferred Stock

As of October 1, 2004, the Company has the right to repurchase the outstanding Series B preferred stock at a redemption price equal to $25.00 per share, plus accrued and unpaid dividends. The holder of such shares has the right to
convert shares of preferred stock into an aggregate of 500,000 shares of our common stock at a conversion rate of $1.40 per share. In the event the Company elects to redeem these securities, the holder will be able to exercise its conversion right
subsequent to the date that we issue a notice of redemption but prior to the deemed redemption date as would be set forth in such notice. The Series B preferred stock was originally issued in a private financing in October 1999 and the conversion
and redemption features were amended in October 2002 to provide for the rights and obligations described in this note.

11. Commitments and
Contingencies

We are the defendant in a third party complaint filed by Shore Venture Group, LLC in the United States District Court for
the Eastern District of Pennsylvania. The caption of this matter isBerwyn Capital Investments, Inc. v. Shore Venture Group, LLC et al. (defendants and Shore Venture Group, LLC as third party plaintiff) v. Authentidate Holding Corp. and
Authentidate, Inc. (third party defendants). The third party complaint was filed against us on May 7, 2001 and Shore Venture is the defendant to an action commenced by Berwyn Capital. The third party complaint alleged a claim for breach of
contract and indemnification. A bench trial was held in October, 2002 and we received an adverse verdict in this case on February 14, 2006 wherein the trial judge found Authentidate responsible for monetary damages in the amount of
approximately $308,000. We subsequently filed a motion with the court requesting that it reconsider and modify the verdict and Shore Venture filed a similar motion with the court asking the court to increase the amount of interest awarded.
Subsequently, Shore Venture Group filed a motion for attorneys fees which we opposed. On May 1, 2006, the court denied our motion for reconsideration and granted-in-part and denied-in-part the motion filed by Shore Venture by awarding an
aggregate of approximately $35,000 in additional interest to the plaintiff and third party plaintiff. On June 19, 2006, the court denied Shore Venture Groups motion for attorneys fees. We are further reviewing the courts
decisions and are considering our alternatives, including appealing the verdict. This award was recorded as an expense during the year ended June 30, 2006.

We are the defendant in a claim filed by Shore Venture Group in the federal District Court for the District of New Jersey, under the caption Shore Venture Group, LLC, et al v. Authentidate Holding Corp.,
Authentidate, Inc. and John T. Botti. The complaint in this case was filed on March 2, 2005 and an amended complaint was filed on or about April 26, 2005. On October 12, 2005, the parties entered into an agreement to arbitrate the
claims asserted against us by Plaintiffs. On October 19, 2005, the Court approved and entered a Consent Order referring the case to arbitration by the American Arbitration Association and staying the lawsuit pending resolution of the
arbitration. The plaintiffs seek additional shares of the common stock of our subsidiary, Authentidate, Inc., rights under one of our patent applications, and damage in connection with an alleged copyright infringement. We had conducted extensive
settlement negotiations with Shore Venture in an effort to resolve all claims between the parties. However, negotiations were unable to result in a mutually agreeable settlement. The lawsuit requested damages, injunctive relief, costs and
attorneys fees. On October 18, 2006, Shore Venture filed a demand for arbitration with the American Arbitration Association. We will be filing a response to the demand shortly and intend to defend the action vigorously. Based on the facts
of which we are currently aware, management believes that the resolution of this claim, in the event decided adversely to us, will not have a material



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

adverse effect on our financial condition. However,
no assurances can be given that such belief will ultimately prove to be accurate or that other facts adverse to our position currently not known to management will not be uncovered, in which case the ultimate resolution of this claim could
potentially have a material adverse effect on our financial condition.

Between June and August 2005, six purported shareholder class
actions were filed in the United States District Court for the Southern District of New York against our company and certain of our current and former officers and directors. Plaintiffs in those actions alleged that defendants violated Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Sections 11 and 15 of the Securities Act of 1933. The securities law claims were based on the allegations that we failed to disclose that our August 2002 agreement with the USPS contained
certain performance metrics, and that the USPS could cancel the agreement if we did not meet these metrics; that we did not disclose complete and accurate information as to our performance under, and efforts to renegotiate, the USPS agreement; and
that when we did disclose that the USPS might cancel the agreement, the market price of our stock declined. On October 5, 2005 the Court consolidated the class actions under the caption In re Authentidate Holding Corp. Securities
Litigation., C.A. No. 05 Civ. 5323 (LTS), and appointed the Illinois State Board of Investment as lead plaintiff under the Private Securities Litigation Reform Act. The plaintiff filed an amended consolidated complaint on January 3,
2006, which asserted the same claims as the prior complaints and also alleged that Authentidate violated the federal securities laws by misrepresenting that it possessed certain patentable technology. On July 14, 2006, the Court dismissed the
amended complaint in its entirety; certain claims were dismissed with prejudice and plaintiff was given leave to replead those claims which were not dismissed with prejudice. In August 2006, plaintiff filed a second amended complaint, which does not
assert any claims relating to the Companys patents or under the Securities Act of 1933, but which otherwise is substantially similar to the prior complaint. The second amended complaint seeks unspecified monetary damages. The Companys
motion to dismiss the Second Amended Complaint is scheduled to be filed on November 13, 2006.

In addition to the class action
complaints, four purported shareholder derivative actions were filed against certain former and current directors and officers of the company in June and July 2005 in the United States District Court for the Southern District of New York. These
federal court derivative actions were based on substantially the same events and factual allegations as the original class action complaints and asserted claims that Authentidate was injured by an alleged breach of fiduciary duty, waste,
mismanagement, violations of Sarbanes-Oxley, and misappropriation of inside information. The derivative complaints sought, among other things, damages, equitable relief, restitution, and payment of costs and expenses incurred in the litigation
(including legal fees). Plaintiffs in the derivative actions entered into a Court-approved stipulation providing for the consolidation of their actions and the selection of Maxine Philips as the lead plaintiff. Plaintiffs filed a consolidated
complaint on November 14, 2005, which defendants moved to dismiss on January 13, 2006 on the ground that plaintiffs had not made a proper demand on the Board of Directors. On March 20, 2006, before the motion to dismiss was decided,
plaintiffs in the federal court derivative action voluntarily dismissed their complaint without prejudice. On April 6, 2006, the court held a hearing to confirm, among other things, that plaintiffs had not received any payment or other
consideration for the dismissal of their claims. At the hearing plaintiffs agreed to file a motion seeking court approval for the dismissal, which the court indicated would be granted. Plaintiffs filed this motion on April 18, 2006 and the
Court entered an order dismissing the consolidated complaint on May 5, 2006. Subsequently, on May 25, 2006, the plaintiffs sent a letter to the Board of Directors demanding that it file a derivative suit on behalf of the Company which
asserts the same claims as the complaint which plaintiffs voluntarily dismissed only weeks earlier.

On December 13, 2005, a purported
shareholder derivative action was filed in the Supreme Court of New York, Schenectady County, entitled Elkin v. Goldman et al., No. 2005-2240. Plaintiff in that action demanded that our Board of Directors file a derivative action on
behalf of the Company against nine of its current and former directors and officers. The complaint asserts the same claims that are alleged in the first federal court derivative actions. The Board of Directors, following a recommendation from a
committee of the Board composed of outside, non-employee directors who were advised by independent outside counsel, concluded that commencing litigation, as demanded by Elkin, is not in our best interest.

In addition, in August 2005, we were notified of the filing of a complaint in which the plaintiff alleges that our products and systems incorporating
secure time stamping technology, including but not limited to the USPS Electronic Postmark system, infringes certain of the plaintiffs patent rights. The complaint was filed in the United States District Court for the Middle District of
Florida and is entitled TimeCertain LLC vs. Authentidate Holding Corporation, Authentidate, Inc. and NCipher Inc. As relief, the complaint seeks, among other things, injunctive relief and damages. The complaint was served on
September 21, 2005, and our Answer and Counterclaim was timely filed on November 10, 2005. We are in the discovery phase of the case and are vigorously defending this action. A Markman hearing to determine the meaning of the claims of the
patents at issue previously scheduled for early October 2006 is being rescheduled for a date in November 2006. On October 23, 2006, the parties engaged in Court ordered mediation which resulted in an impasse. Based on the facts of which we are
currently aware, management believes that the resolution of all of our claims with TimeCertain will not have a material adverse effect on our financial condition. However, no assurances can be given that such belief will ultimately prove to be
accurate or that other facts adverse to our position currently not known to management will not be uncovered, in which case the ultimate resolution of this claim could potentially have a material adverse effect on our financial condition.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

We are engaged in no other
litigation which would be anticipated to have a material adverse effect on our financial condition, results of operations or cash flows.

In July 2002, we entered into an agreement with the USPS to provide the management, technology and support for the USPS EPM System. The USPS is the vendor of the EPM to the end user or application solution provider and we serve as a
preferred provider of the EPM service. The USPS EPM incorporates our proprietary content authentication technology. From September 2004 through October 2005, we received several letters from the USPS regarding our failure to satisfy the performance
metrics under our agreement. In its last letter dated October 2005, the USPS notified us of our continuing failure to satisfy the performance metrics under the agreement, but also stated that it had elected not to terminate the agreement at this
time and will continue to fulfill its obligations under the agreement as long as it remains in effect. We have been in negotiations with the USPS to amend the agreement and develop a new arrangement. No assurances, however, can be given that we will
be successful in completing these negotiations or that the USPS will not terminate the agreement at any time.

Further, in October 2006,
the USPS released a Request for Information (RFI) for Time and Date Stamp Technology and Management to identify additional companies that may be interested in, and potentially capable of, providing the USPS EPM service. We believe that this exercise
would enable the USPS to explore alternative business models for the EPM service, with a view to promoting wider adoption of the service across multiple business segments. We continue to operate under our strategic alliance agreement with the USPS
and we are currently the only provider designated by the USPS to offer the EPM service. There can be no assurance, however, that the USPS will adopt an alternative business model or whether we will continue to provide the EPM service in the future.

The Companys employment agreement with its Chief Executive Officer is due to expire November 14, 2006 and the Company is
currently negotiating with him to either extend or renew the existing agreement or enter into a new employment agreement with him. No assurances can be given, however, that the Company will reach an agreement with its CEO concerning its employment
relationship with him, in which event the Company will be obligated to pay him a severance payment equal to the sum of 12 months of the greater of (A) his base salary in effect on the termination date or (B) the highest base salary in
effect at any time during the ninety day period prior to the termination date. Effective as of November 7, 2006, the Companys CEO agreed to a thirty day extension of the expiration date of the employment agreement during which time the
Company will continue to negotiate this matter with him.

We have entered into various agreements by which we may be obligated to indemnify
the other party with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses
arising from a breach of representations related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to
challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third
parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular
agreement. Historically, the Company has not made any payments under these agreements that have been material individually or in the aggregate. As of September 30, 2006, we were not aware of any obligations under such indemnification agreements
that would require material payments.



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

Forward-Looking Statements and Factors That May Affect Future Results

Certain statements in this Form 10-Q,
including information set forth under Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (the Act). We desire to avail ourselves of certain safe harbor provisions of the Act and are therefore including this special note to enable us to do so. Forward-looking statements in this Form 10-Q or
hereafter included in other publicly available documents filed with the Securities and Exchange Commission, reports to our stockholders and other publicly available statements issued or released by us involving known and unknown risks, uncertainties
and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking
statements. Such future results are based upon our managements best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to risks associated with the market acceptance of
our products and services, competition, pricing, technological changes, technological implementation of the Authentidate business plan, related decisions by the USPS, and other risks as discussed in our filings with the Securities and Exchange
Commission, in particular our Annual Report on Form 10-K for the year ended June 30, 2006 and subsequently filed Quarterly Reports on Form 10-Q, all of which risk factors could adversely affect our business and the accuracy of the
forward-looking statements contained herein.

Overview

Authentidate Holding Corp. (AHC), is a world wide provider of secure enterprise workflow management solutions. Through its subsidiaries, AHC provides software applications and services that address a variety of
business needs for our customers, including reducing costs, improving productivity and enhancing compliance with regulatory requirements. Our scalable software solutions focus on workflow management, content authentication and electronic signature
services. We also provide document management solutions and security products and services.

For a number of years, we have experienced net
losses and negative cash flow from operating activities. Our principal activities during this period have focused on developing new products, hiring management, refining our business strategies and repositioning our businesses for growth. Although
we believe we are well positioned for such growth, we expect to continue to generate net losses and negative cash flow for the foreseeable future as we expand our operations. See Liquidity and Capital Resources.

We are organized into three businesses or operating segments based on software and service offerings. Each of these businesses serves different markets
and has different opportunities and challenges. An overview of our businesses follows.

Security Software Solutions

The Security Software Solutions business is engaged in the development and sale of secure workflow management solutions that incorporate our proprietary
content authentication technology in the form of the USPS Electronic Postmark ® (EPM), and electronic signing software for use with electronic billing and archiving solutions in the European market. Our content authentication technology (EPM) enables the user to have a digital record of a
transaction created and stored with the USPS that can be used to verify the content, date, time and parties related to the transaction. Our software solutions offered in Europe are compliant with the German Digital Signature Act and European
guidelines. We sell our software solutions and services through a direct sales effort and reseller arrangements.

During 2005 we shifted to
our current solutions-based market approach to facilitate the adoption of our content authentication technology (EPM) in the US and have continued our focus on the healthcare sector. From April 2005 through August 2006 we developed several
applications to complement our CareCert  service which was developed in 2004 to offer healthcare providers an electronic, paperless solution for processing critical claims documents. These applications initially targeted healthcare sector
workflows that continue to be fax intensive and included a new service to authenticate documents received by fax; CareFax  , a web-based, HIPAA compliant fax automation and workflow management solution that addresses compliance needs
associated with document processing; and an Electronic Claims Attachment (ECA) application that enables users to efficiently process and manage paper based and electronic claims attachments. In October 2006, we announced the launch of Inscrybe
Healthcare, a new web-based information exchange platform for the healthcare industry. Inscrybe Healthcare is designed to enable healthcare industry participants, such as physicians, hospitals, home health agencies, equipment providers,
pharmacies, payors and regulators to securely exchange a variety of documents, such as medical records and forms for approving and supporting claims, without requiring major changes in their day-to-day operations. We also launched a digital Plan of
Care service module for the Inscrybe Healthcare platform,



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which is designed to enable home health agencies to exchange and authenticate Medicare-required documentation with
physicians, incorporating digital signature and trusted third-party verification capabilities. Our existing applications described above are now being offered as modules of Inscrybe Healthcare and we plan to develop additional modules to provide
customers with an integrated suite of applications to serve their business needs. We intend to continue our efforts to market our software solutions and services in the US and European markets. We also intend to focus on identifying additional
applications and markets where our technology can address customer needs.

Our Security Software Solutions business represented
approximately 26% of consolidated revenues for the three months ended September 30, 2006. Revenues consist principally of transaction fees for hosted applications, software license fees, hosting fees and maintenance charges. Growth in our
Security Software Solutions business is affected by a number of factors, including general economic and business conditions, and is characterized by long sales cycles. The timing of customer contracts and implementations can have a significant
impact on results and we believe our results over a longer period of time provide better visibility into our performance.

In July 2002, we
entered into an agreement with the USPS to provide the management, technology and support for the USPS EPM System. The USPS is the vendor of the EPM to the end user or application solution provider and we serve as a preferred provider of the EPM
service. The USPS EPM incorporates our proprietary content authentication technology. From September 2004 through October 2005, we received several letters from the USPS regarding our failure to satisfy the performance metrics under our agreement.
In its last letter dated October 2005, the USPS notified us of our continuing failure to satisfy the performance metrics under the agreement, but also stated that it had elected not to terminate the agreement at this time and will continue to
fulfill its obligations under the agreement as long as it remains in effect. We have been in negotiations with the USPS to amend the agreement and develop a new arrangement. No assurances, however, can be given that we will be successful in
completing these negotiations or that the USPS will not terminate the agreement at any time.

Further, in October 2006, the USPS released a
Request for Information (RFI) for Time and Date Stamp Technology and Management to identify additional companies that may be interested in, and potentially capable of, providing the USPS EPM service. We believe that this exercise would enable the
USPS to explore alternative business models for the EPM service, with a view to promoting wider adoption of the service across multiple business segments. We continue to operate under our strategic alliance agreement with the USPS and we are
currently the only provider designated by the USPS to offer the EPM service. There can be no assurance, however, that the USPS will adopt an alternative business model or whether we will continue to provide the EPM service in the future.

Document Management Solutions

The Document
Management Solutions business is engaged in the development and sale of document imaging and management software. Sales are made primarily through a national network of resellers and in some cases include related hardware products to provide a
turn-key solution to customers. Since fiscal 2006, in addition to our on-going reseller efforts, we have been identifying vertical markets where direct and OEM sales approaches would be effective channels for growth. We are also introducing new
products and enhancements to grow our business. We intend to continue to pursue these strategies to grow our business in the future.

Our
Document Management Solutions business represented approximately 44% of consolidated revenues for the three months ended September 30, 2006. Revenues consist principally of software license fees, maintenance charges and hardware sales. Sales in
our Document Management Solutions business are affected by a number of factors, including general economic and business conditions, which can have a significant impact on results. We believe our results over a longer period of time provide better
visibility into our performance.

Systems Integration

The Systems Integration business provides software support, software and hardware integration services and hardware to customers primarily in the Albany, New York area. Our Systems Integration business represented
approximately 30% of consolidated revenues for the three months ended September 30, 2006. Revenues consist principally of hardware sales and professional service fees. Growth in this business is affected by a number of factors, including
general economic and business conditions. Our results depend on the timing of customer contracts and implementations as well as the level of hardware sales. Our results over a longer period of time provide a better indication of the performance of
this business.



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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States and the rules of the Securities and Exchange Commission. The preparation of our condensed consolidated financial statements and related notes in accordance with generally accepted accounting principles
requires us to make estimates, which include judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on
historical experience and on various assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates on a regular basis and make changes accordingly. Actual results may differ from these estimates under different
assumptions or conditions. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected.

A critical accounting estimate is based on judgments and assumptions about matters that are uncertain at the time the estimate is made. Different
estimates that reasonably could have been used or changes in accounting estimates could materially impact our financial statements. We believe that the policies described below represent our critical accounting policies, as they have the greatest
potential impact on our financial statements. However, you should also review our Summary of Significant Accounting Policiesbeginning on page F-8 of the notes to our consolidated financial statements contained in our Annual Report on Form
10-K for the fiscal year ended June 30, 2006.

Long-Lived Assets

Long-lived assets, including property and equipment, software development costs, patent costs, trademarks and licenses are reviewed for impairment using an undiscounted cash flow approach whenever events or changes in
circumstances such as significant changes in the business climate, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable.

Software Development Costs

Software development and modification costs incurred subsequent to
establishing technological feasibility are capitalized and amortized based on anticipated revenue for the related product with an annual minimum charge equal to the straight-line amortization over the remaining economic life of the related products
(generally three years). Amortization expense is included in cost of sales.

Goodwill

Goodwill is reviewed for impairment annually or whenever events such as significant changes in the business climate, changes in product offerings, or
other circumstances indicate that the carrying amount may not be recoverable. We perform our annual goodwill impairment test at the end of each fiscal year using a discounted cash flow approach.

Revenue Recognition

Revenue is derived from hosted
application transaction fees, software licenses, hardware sales, maintenance arrangements, hosting services and post contract customer support services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred,
the selling price is fixed and collectibility is reasonably assured. Multiple-element arrangements are assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more
than one unit of accounting if all of the following criteria are met: the delivered item has value to the customer on a stand alone basis; there is objective and reliable evidence of the fair value of the undelivered items in the arrangement, if the
arrangement includes a general right of return relative to the delivered items, and delivery or performance of the undelivered item is considered probable and substantially in our control. If these criteria are not met, then revenue is deferred
until such criteria are met or until the period over which the last undelivered element is delivered, which is typically the life of the contract agreement. If these criteria are met, we allocate total revenue among the elements based on the sales
price of each element when sold separately which is referred to as vendor specific objective evidence or VSOE.

Security Software Solutions
segment revenues are derived from hosted application transaction fees, software licenses, maintenance contracts, hosting services, Electronic Post Mark (EPM) sales and post contract customer support services. Revenue from hosted application
transaction fees, EPM sales and post contract customer support services is recognized when the related service is provided and, when required, accepted by the customer. Software license revenue is recognized when the criteria discussed above is met.
Maintenance and hosting services revenue is recognized over the period in which the service is performed. Revenue from multiple element arrangements that cannot be allocated to identifiable items is recognized ratably over the contract term which is
generally one year.



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Document Management Solutions segment revenues are derived from software licenses, maintenance contracts
and hardware sales. Revenue from software licenses and hardware sales is recognized when the products are delivered to the customer in accordance with the criteria discussed above. Revenue from maintenance contracts is recognized over the period in
which the service is performed which is generally one year.

Systems Integration segment revenues are derived from professional service
fees and hardware sales. Revenue from professional services is recognized when services are completed and accepted by the customer. Revenue from hardware sales is recognized when the hardware is shipped to the customer.

Management Estimates

Preparing financial statements
requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Examples include estimates of loss contingencies and product life cycles, assumptions such as elements
comprising a software arrangement, including the distinction between upgrades/enhancements and new products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences; and determining when
investment impairments are other-than-temporary. Actual results and outcomes may differ from managements estimates, judgments and assumptions. We have based our estimates on historical experience and on various assumptions that are believed to
be reasonable under the circumstances and we evaluate our estimates on a regular basis and make changes accordingly. Historically, our estimates relative to our critical accounting estimates have not differed materially from actual results; however,
actual results may differ from these estimates under different conditions. If actual results differ from these estimates and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes
could have a material adverse effect on our consolidated statement of operations, and in certain situations, could have a material adverse effect on liquidity and our financial condition.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We write down
inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and the estimated market value based on assumptions about future demand and market conditions. We make estimates on the future
recoverability of capitalized goodwill in the Security Software Solutions segment which is highly dependent on the future success of the marketing and sales of this segment. We record a valuation allowance against deferred tax assets when we believe
it is more likely than not that such deferred tax assets will not be realized.

Stock-Based Compensation

We apply Statement of Financial Accounting Standard No. 123R, Share Based Payment(FAS 123R) to account for employee and director
stock option plans. Share-based employee compensation expense is determined using the Black-Scholes option pricing model which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility,
expected dividend payments and the risk-free interest rate over the expected life of the options.

The Company computed the estimated fair
values of all share-based compensation using the Black-Scholes option pricing model and the assumptions set forth in the following table. The Company based its estimate of the life of these options on historical averages over the past five years.
The Company retained a third party valuation firm to calculate expected volatility which was based on the Companys historical stock volatility, historical stock volatility of comparable companies in the industry and implied volatilities based
on the spot market for traded options in the Company and comparable companies in the industry. The assumptions used in the Companys Black-Scholes calculations for fiscal 2007 and 2006 are as follows:



|                 |  |                        |  |               |   |  |                  |   |  |                                      
|---------------- |  | ---------------------- |  | ------------- | - |  | ---------------- | - |  | -------------------------------------
|                 |  | Risk FreeInterest Rate |  | DividendYield |   |  | VolatilityFactor |   |  | Weighted Average Option Life (Months)
|Fiscal year 2007 |  | 4.2%                   |  | 0             | % |  | 70.0             | % |  | 33                                   
|Fiscal year 2006 |  | 3.3% - 4.2%            |  | 0             | % |  | 70.0             | % |  | 33                                   

The Black-Scholes option-pricing model requires the input of highly subjective assumptions.
Because the Companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements
opinion, the existing models may not provide a reliable single measure of the fair value of share-based compensation for employee stock options. Management will continue to assess the assumptions and methodologies used to calculate estimated fair
value of share-based compensation as circumstances change and additional data becomes available over time, which may result in changes to these assumptions and methodologies. Such changes could materially impact the Companys fair value
determination.



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Concentrations of Credit Risk

Financial instruments which subject us to concentrations of credit risk consist of cash and cash equivalents, marketable securities and trade accounts receivable. To reduce credit risk, we place our investments with
several high credit quality financial institutions and typically invest in AA or better rated investments. Our credit customers are not concentrated in any specific industry or business. We establish an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers, historical trends and other information.

The following analysis of our
financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto contained elsewhere in this Form 10-Q.

Results of Operations

Three months ended September 30, 2006 compared to three months ended
September 30, 2005.

Net sales decreased to $3,457,000 for the quarter ended September 30, 2006, compared to $4,303,000
for the prior year period. These results reflect a decrease in Security Software Solutions revenues to $883,000 compared to $1,125,000 for the prior year which included approximately $324,000 related to the amortization of deferred revenue and other
one-time revenues. Excluding these one-time revenues from the prior year amount , Security Software Solutions revenues increased approximately 10% due to increases in transaction volumes and new customers in both our US and German operations.
Revenues in our Systems Integration segment decreased 38% to $1,053,000, due to a decrease in lower margin hardware sales and revenues in our Document Management Solutions segment increased by 2% to $1,521,000.

Gross margin was down slightly to $2,021,000, or 58% of sales, for the quarter ended September 30, 2006, compared to $2,132,000, or 50% of sales,
for the same period in 2005 due to the shortfall in sales. The improvement in gross margin as a percent of sales reflects the increase in higher margin software revenues in the overall sales mix. For the quarter ended September 30, 2006 gross
margins were approximately 56% for our Security Software Solutions segment, 81% for our Document Management Solutions segment and 28% for our Systems Integration segment. These results reflect the same trends as our consolidated margins.

Selling, general and administrative (SG&A) expenses increased slightly to $5,762,000 for the quarter ended September 30, 2006, compared to
$5,691,000 for the same period in 2005. This increase relates primarily to litigation expenses for on-going actions ($550,000) and increased professional fees for audit and related services.

Product development expenses increased to $1,144,000 for the quarter ended September 30, 2006 compared to $718,000 for the comparable period in
2005. Product development spending relates primarily to our investment in our Security Software Solutions products and fluctuates period to period based on the amounts capitalized. Total spending for the quarter, including capitalized amounts, was
$1,526,000 compared to $1,327,000 for the prior year.

Interest and other income increased by $60,000 to $590,000 for the quarter ended
September 30, 2006. This increase reflects higher interest rates during the quarter, net of the effect of lower cash and investment balances as we continue to invest in our business.

Net loss for the quarter ended September 30, 2006 was $4,295,000, or $0.13 per share, compared to $3,748,000, or $0.11 per share, for the quarter
ended September 30, 2005. These results reflect the shortfall in sales and higher SG&A and product development expenses discussed above. Our net loss relates primarily to our Security Software Solutions business and corporate expenses as we
continue to invest in sales, marketing, product development and administrative costs to grow this business.

Liquidity and Capital Resources

Overview

Our operations and
product development activities have required substantial capital investment to date. Our primary sources of funds have been the issuance of equity and the incurrence of third party debt. In February 2004, we sold 5,360,370 common shares in private
placements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506, promulgated thereunder. We realized gross proceeds of approximately $73,700,000 from these transactions and received net proceeds of approximately $69,100,000 after
payment of offering expenses and broker commissions. We have been using the cash raised in this financing to fund our operations and product development activities since that time.



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We have a $2,500,000 revolving line of credit with a financial institution collateralized by all assets
of a subsidiary and guaranteed by Authentidate Holding Corp. The agreement restricts the subsidiary from making cash advances to AHC, without obtaining a waiver from the financial institution. The interest rate is prime plus 1.75% with a minimum
prime rate of 7%. The subsidiary may borrow on this line based on a formula of qualified accounts receivable and inventory. The outstanding balance on this line of credit was approximately $210,000 at September 30, 2006.

Property, plant and equipment expenditures totaled approximately $85,000 and capitalized software development expenditures totaled approximately $382,000
for the three months ended September 30, 2006. We have developed and intend to continue to develop new applications to grow our business and address new markets.

Cash Flows

At September 30, 2006, cash, cash equivalents and marketable securities
amounted to approximately $40,335,000 and total assets at that date were $60,672,000. These amounts have decreased since June 30, 2006 by $5,570,000 and $3,862,000, respectively, as we utilized cash principally to fund operating losses, product
development activities, changes in working capital and capital expenditures for corporate infrastructure during the three months ended September 30, 2006. We expect to continue to use cash to fund operating losses, product development
activities and capital expenditures for the foreseeable future.

Net cash used by operating activities for the three months ended
September 30, 2006 was $5,055,000 compared to $3,968,000 for the comparable period in 2005. This increase is due primarily to the increase in product development expenses for the period and increases in accounts receivable and prepaid insurance
amounts at September 30, 2006.

Net cash used by investing activities, excluding purchases and sales of marketable securities, was
$495,000 for the three months ended September 30, 2006, compared to $1,309,000 for the comparable period in 2005. This decrease relates primarily to the amount of product development spending capitalized and lower corporate infrastructure
expenditures.

Cash flows from financing activities for the three months ended September 30, 2006 and 2005 were not significant.

To date we have been largely dependent on our ability to sell additional shares of our common stock or other securities to obtain
financing to fund our operating deficits, product development activities and capital expenditures. Under our current operating plan to introduce the Authentidate technology, our ability to improve operating cash flow has been highly dependent on the
market acceptance of our products. We believe we have enough cash, cash equivalents and marketable securities to support our operations for at least the next twelve months.

Our future capital requirements may vary materially from those now planned. The amount of capital that we will need in the future will depend on many
factors, including:



| |  |  | our relationships with suppliers and customers;
| | - |  | -----------------------------------------------



| |  |  | the market acceptance of our products;
| | - |  | --------------------------------------



| |  |  | the levels of promotion and advertising that will be required to launch our new products and achieve and maintain a competitive position in the marketplace;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | price discounts on our products to our customers;
| | - |  | -------------------------------------------------



| |  |  | our pursuit of strategic transactions;
| | - |  | --------------------------------------



| |  |  | our business, product, capital expenditure and research and development plans and product and technology roadmaps;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | the levels of inventory and accounts receivable that we maintain;
| | - |  | -----------------------------------------------------------------



| |  |  | capital improvements to new and existing facilities;
| | - |  | ----------------------------------------------------



| |  |  | technological advances; and
| | - |  | ---------------------------



| |  |  | our competitors response to our products.
| | - |  | ------------------------------------------

Financing
Activities

We have not engaged in any external financing activities in fiscal 2007 and 2006.

Other Matters

The events and contingencies
described below have impacted or may impact our liquidity and capital resources.



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Presently, 28,000 shares of our Series B preferred stock, originally issued in a private financing in
October 1999, remain outstanding. As of October 1, 2004, our right to redeem these shares of Series B preferred stock is vested. Accordingly, we have the right to repurchase such shares at a redemption price equal to $25.00 per share, plus
accrued and unpaid dividends. The holder, however, has the right to convert these shares of preferred stock into an aggregate of 500,000 shares of our common stock at a conversion rate of $1.40. In the event we elect to redeem these securities, the
holder will be able to exercise its conversion right subsequent to the date that we issue a notice of redemption but prior to the deemed redemption date as would be set forth in such notice. As of September 30, 2006, no shares of the Series B
preferred stock have been redeemed.

We are the defendant or respondent in various proceedings arising out of our contractual relationships
with Shore Venture Group, LLC and an additional proceeding commenced by TimeCertain, LLC alleging that we have infringed certain patent rights. The complaints, the relief sought and the current status of these actions are described in detail
under the caption Legal Proceedings, appearing in Item 1 of Part II of this Quarterly Report on Form 10-Q.

Between June
and August 2005, several purported shareholder class and derivative actions were filed against our company and certain current and former officers and directors. The complaints and current status of these actions are described in detail under the
caption Legal Proceedings, appearing in Item 1 of Part II of this Quarterly Report on Form 10-Q. Management is unable to determine at this time whether these complaints will have a material adverse impact on its financial condition,
results of operations or cash flow.

Commitments

Office Lease Commitments

We entered into the lease agreement for our executive offices on July 11, 2005. The lease is for a term of ten years and four months, with a commencement date of October 1, 2005 and covers approximately 19,700 total rentable
square feet. The annual rent in the first year was $324,000 increasing to $512,000 in year 2 and increasing at regular intervals until year 10 when the annual rent will be approximately $561,000. The lease also provides us with a right of first
offer on available space adjacent to our space, as well as, a one-time option to renew the lease for a term of five years at the then-current market rate. We also have an option to terminate the lease five years and four months after the
commencement date upon 12 months prior notice to the Landlord. If we exercise this option, we would be required to pay an early termination fee of approximately $568,000. As part of the lease agreement, we posted a letter of credit securing our
lease payments of approximately $512,000.

The offices of our subsidiary Authentidate International, AG are located at Großenbaumer
Weg 6, 404072 Dusseldorf. We lease approximately 669 square meters at an annual rent of approximately $130,000 pursuant to a lease agreement which expires May 31, 2007. We have an option to extend the lease for additional one-year terms.

Severance and Other Commitments

Effective November 15, 2004, John T. Botti departed as our President and Chief Executive Officer. Subsequently, Mr. Botti retired from his position as Chairman of the Board and on February 7, 2005 we
entered into an Agreement and Release with Mr. Botti. Under that agreement, we agreed to pay to Mr. Botti the severance payments as set forth in his employment agreement and to retain him to provide consulting services to us for a one year
term. Under the Agreement and Release, we agreed to pay Mr. Botti a severance payment equal to the greater of his base salary to the expiration date of his employment agreement or twenty-four months of his base salary. Our additional
obligations are described in greater detail in our Annual Report on Form 10-K for the fiscal year ended June 30, 2005 under the caption Employment, Severance and Change of Control Agreements. Under the consulting agreement,
we agreed to pay Mr. Botti a monthly retainer of $10,000 in consideration of his provision of such services as may be requested by our Chief Executive Officer. The severance benefits have been accrued.

On January 9, 2006, we entered into a Termination Agreement and a separate consulting agreement with John J. Waters, our Executive Vice
PresidentChief Administrative Officer and a member of our board of directors. Pursuant to the Termination Agreement, Mr. Waters relinquished his employment position in favor of a consulting relationship, effective as of January 1,
2006. We agreed to pay and/or provide to Mr. Waters (a) an amount of approximately $350,000, in accordance with the terms and conditions of the consulting agreement; (b) an amount of $5,000 for attorneys fees; and (c) the
accelerated vesting of all options granted to him, along with the continuation of the exercise period for the duration of their original term. Mr. Waters will continue to serve on our board of directors. The full cost of this arrangement was
accrued during the quarter ended March 31, 2006 and paid in full by September 30, 2006.



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On January 26, 2006, Dennis H. Bunt, our Chief Financial Officer, entered into a Termination
Agreement and resigned his position effective April 30, 2006. Pursuant to the Termination Agreement, we agreed to pay and/or provide Mr. Bunt (a) a severance payment of approximately $315,000, payable in equal installments over a
period of twenty-four months; (b) an additional payment of $33,000 as additional severance and reimbursement of certain expenses; and (c) the accelerated vesting of all options granted to him and the continuation of the exercise period in
which he may exercise such options. The full cost of this arrangement was accrued during the year ended June 30, 2006.

On
November 23, 2004, we invested $750,000 in an unaffiliated third party, Health Fusion, Inc. in connection with a strategic relationship we established with this company. We may invest an additional $750,000 in Health Fusion, contingent on
Health Fusion achieving certain financial and other performance objectives.

On December 6, 2004, we assumed certain assets and
liabilities of Cryptcom Securities, Inc., a privately-held technology consulting company, for a purchase price of $125,000. We will be obligated to pay an additional $425,000 to former shareholders of Cryptcom Securities, Inc. in the event our
operation of the acquired assets generates certain financial measures by December 31, 2006. Additionally, we will be required to pay an earn out equal to a percentage of net income based on the performance of this division,
commencing on the earlier of December 6, 2007 or the fiscal year immediately following the fiscal year during which the additional purchase price, $425,000, has been earned, and following for a term of five years from either date.

Contractual Commitments

A summary of the contractual commitments associated with our debt and lease obligations, as of September 30, 2006 is as follows (in thousands):



|                       |  |       |       |                 |   |          |  |          |       |                  |   |       |  |   |      
|---------------------- |  | ----- | ----- | --------------- | - | -------- |  | -------- | ----- | ---------------- | - | ----- |  | - | -----
|                       |  | Total |       | Less than1 year |   | 1-3years |  | 4-5years |       | More than5 years
|Total operating leases |  | $     | 5,065 |                 | $ | 384      |  | $        | 1,036 |                  | $ | 1,084 |  | $ | 2,561
|                       |  |       |       |                 |   |          |  |          |       |                  |   |       |  |   |      

Total operating leases do not reflect contingencies associated with our contract with Health
Fusion, Inc. and in connection with our acquisition of certain assets and liabilities of Cryptcom Securities, Inc., both of which are described above.

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities
for the purpose of raising capital, incurring debt or operating parts of our business that are not consolidated into our financial statements. We do not have any arrangements or relationships with entities that are not consolidated into our
financial statements that are reasonably likely to materially affect our liquidity or the availability of our capital resources. We have entered into various agreements by which we may be obligated to indemnify the other party with respect to
certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of
representations related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to
dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain
payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement.
Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of September 30, 2006, we were not aware of any obligations under such indemnification agreements that would require
material payments.

Effects of Inflation and Changing Prices

The impact of general inflation on our operations has not been significant to date and we believe inflation will continue to have an insignificant impact on us. However, price deflation in the major categories of
components we purchase for the Document Management Solutions segment has been substantial and is anticipated to continue through fiscal 2007. Typically, new components such as new generations of microprocessors and new optical disk drive
technologies, etc. are introduced at premium prices, by its vendors. During this period, we earn lower margins on our products. As the life cycle progresses, competitive pressures could force vendor prices down and thus improve our profit margins.
Competitive pressures from an evolving document imaging industry have required us to adjust our marketing model for selling our solutions to accommodate a lower entry point. Because much of our Systems Integration business is service-related, price
deflation has less of an impact on this business. We do not believe that the impact of inflation will have a significant impact on our Security Software Solutions segment business lines.



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Present Accounting Standards Not Yet Adopted

In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No. 109,Accounting for Income Taxes . FIN 48 provides guidance on the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48
is effective for fiscal years beginning after December 15, 2006. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

In September 2006, the FASB issued Financial Accounting Standard (FAS) No. 157, Fair Value Measurements. FAS No. 157 defines fair value, establishes a framework for measuring fair value
and expands disclosures about fair value. FAS No. 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have approximately $31,696,000 invested
in high quality, short term investments as of September 30, 2006. We do not believe that any of our financial instruments have significant risk associated with market sensitivity. We are not exposed to significant financial market risks from
changes in foreign currency exchange rates and are only minimally impacted by changes in interest rates. However, in the future, we may enter into transactions denominated in non-U.S. currencies or increase the level of our borrowings, which could
increase our exposure to these market risks. We have not used, and currently do not contemplate using, any derivative financial instruments.

Interest
Rate Risk

At any time, fluctuations in interest rates could affect interest earnings on our cash and marketable securities. We believe
that the effect, if any, of reasonably possible near term changes in interest rates on our financial position, results of operations, and cash flows would not be material. Currently, we do not hedge these interest rate exposures. The primary
objective of our investment activities is to preserve capital. We have not used derivative financial instruments in our investment portfolio.

At September 30, 2006, our unrestricted cash and marketable securities totaled $40,335,000, most of which was invested in asset backed short term investments, commercial paper, and money market accounts. The remainder of our cash was
in non-interest bearing checking accounts used to pay operating expenses.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, our disclosure controls and procedures were effective at the reasonable
assurance level.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Our management, however, believes our disclosure controls and procedures are in fact effective to
provide reasonable assurance that the objectives of the control system are met.

Changes in Internal Control over Financial Reporting

In July 2006 we completed an upgrade to our enterprise financial management system used to accumulate financial data used in financial reporting. We used
this system to generate financial statements and related information for our fiscal quarter ended September 30, 2006. This upgrade was not made in response to any deficiency in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934). We believe we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this upgrade.



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Other than as described above, there was no change in our system of internal control over financial
reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our fiscal quarter ended September 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

Part II Other Information

Item 1. Legal Proceedings

We are the defendant in a third party complaint filed by Shore Venture Group, LLC in
the United States District Court for the Eastern District of Pennsylvania. The caption of this matter isBerwyn Capital Investments, Inc. v. Shore Venture Group, LLC et al. (defendants and Shore Venture Group, LLC as third party plaintiff) v.
Authentidate Holding Corp. and Authentidate, Inc. (third party defendants). The third party complaint was filed against us on May 7, 2001 and Shore Venture is the defendant to an action commenced by Berwyn Capital. The third party complaint
alleged a claim for breach of contract and indemnification. A bench trial was held in October, 2002 and we received an adverse verdict in this case on February 14, 2006 wherein the trial judge found Authentidate responsible for monetary damages
in the amount of approximately $308,000. We subsequently filed a motion with the court requesting that it reconsider and modify the verdict and Shore Venture filed a similar motion with the court asking the court to increase the amount of interest
awarded. Subsequently, Shore Venture Group filed a motion for attorneys fees which we opposed. On May 1, 2006, the court denied our motion for reconsideration and granted-in-part and denied-in-part the motion filed by Shore Venture by
awarding an aggregate of approximately $35,000 in additional interest to the plaintiff and third party plaintiff. On June 19, 2006, the court denied Shore Venture Groups motion for attorneys fees. We are further reviewing the
courts decisions and are considering our alternatives, including appealing the verdict. This award was recorded as an expense during the year ended June 30, 2006.

We are the defendant in a claim filed by Shore Venture Group in the federal District Court for the District of New Jersey, under the caption Shore
Venture Group, LLC, et al v. Authentidate Holding Corp., Authentidate, Inc. and John T. Botti. The complaint in this case was filed on March 2, 2005 and an amended complaint was filed on or about April 26, 2005. On October 12,
2005, the parties entered into an agreement to arbitrate the claims asserted against us by Plaintiffs. On October 19, 2005, the Court approved and entered a Consent Order referring the case to arbitration by the American Arbitration Association
and staying the lawsuit pending resolution of the arbitration. The plaintiffs seek additional shares of the common stock of our subsidiary, Authentidate, Inc., rights under one of our patent applications, and damage in connection with an alleged
copyright infringement. We had conducted extensive settlement negotiations with Shore Venture in an effort to resolve all claims between the parties. However, negotiations were unable to result in a mutually agreeable settlement. The lawsuit
requested damages, injunctive relief, costs and attorneys fees. On October 18, 2006, Shore Venture filed a demand for arbitration with the American Arbitration Association. We will be filing a response to the demand shortly and intend to
defend the action vigorously. Based on the facts of which we are currently aware, management believes that the resolution of this claim, in the event decided adversely to us, will not have a material adverse effect on our financial condition.
However, no assurances can be given that such belief will ultimately prove to be accurate or that other facts adverse to our position currently not known to management will not be uncovered, in which case the ultimate resolution of this claim could
potentially have a material adverse effect on our financial condition.

Between June and August 2005, six purported shareholder class
actions were filed in the United States District Court for the Southern District of New York against our company and certain of our current and former officers and directors. Plaintiffs in those actions alleged that defendants violated Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Sections 11 and 15 of the Securities Act of 1933. The securities law claims were based on the allegations that we failed to disclose that our August 2002 agreement with the USPS contained
certain performance metrics, and that the USPS could cancel the agreement if we did not meet these metrics; that we did not disclose complete and accurate information as to our performance under, and efforts to renegotiate, the USPS agreement; and
that when we did disclose that the USPS might cancel the agreement, the market price of our stock declined. On October 5, 2005 the Court consolidated the class actions under the caption In re Authentidate Holding Corp. Securities
Litigation., C.A. No. 05 Civ. 5323 (LTS), and appointed the Illinois State Board of Investment as lead plaintiff under the Private Securities Litigation Reform Act. The plaintiff filed an amended consolidated complaint on January 3,
2006, which asserted the same claims as the prior complaints and also alleged that Authentidate violated the federal securities laws by misrepresenting that it possessed certain patentable technology. On July 14, 2006, the Court dismissed the
amended complaint in its entirety; certain claims were dismissed with prejudice and plaintiff was given leave to replead those claims which were not dismissed with prejudice. In August 2006, plaintiff filed a second amended complaint, which does not
assert any claims relating to the Companys patents or under the Securities Act of 1933, but which otherwise is substantially similar to the prior complaint. The second amended complaint seeks unspecified monetary damages. The Companys
motion to dismiss the Second Amended Complaint is scheduled to be filed on November 13, 2006.



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In addition to the class action complaints, four purported shareholder derivative actions were filed
against certain former and current directors and officers of the company in June and July 2005 in the United States District Court for the Southern District of New York. These federal court derivative actions were based on substantially the same
events and factual allegations as the original class action complaints and asserted claims that Authentidate was injured by an alleged breach of fiduciary duty, waste, mismanagement, violations of Sarbanes-Oxley, and misappropriation of inside
information. The derivative complaints sought, among other things, damages, equitable relief, restitution, and payment of costs and expenses incurred in the litigation (including legal fees). Plaintiffs in the derivative actions entered into a
Court-approved stipulation providing for the consolidation of their actions and the selection of Maxine Philips as the lead plaintiff. Plaintiffs filed a consolidated complaint on November 14, 2005, which defendants moved to dismiss on
January 13, 2006 on the ground that plaintiffs had not made a proper demand on the Board of Directors. On March 20, 2006, before the motion to dismiss was decided, plaintiffs in the federal court derivative action voluntarily dismissed
their complaint without prejudice. On April 6, 2006, the court held a hearing to confirm, among other things, that plaintiffs had not received any payment or other consideration for the dismissal of their claims. At the hearing plaintiffs
agreed to file a motion seeking court approval for the dismissal, which the court indicated would be granted. Plaintiffs filed this motion on April 18, 2006 and the Court entered an order dismissing the consolidated complaint on May 5,
2006. Subsequently, on May 25, 2006, the plaintiffs sent a letter to the Board of Directors demanding that it file a derivative suit on behalf of the Company which asserts the same claims as the complaint which plaintiffs voluntarily dismissed
only weeks earlier.

On December 13, 2005, a purported shareholder derivative action was filed in the Supreme Court of New York,
Schenectady County, entitled Elkin v. Goldman et al., No. 2005-2240. Plaintiff in that action demanded that our Board of Directors file a derivative action on behalf of the Company against nine of its current and former directors and
officers. The complaint asserts the same claims that are alleged in the first federal court derivative actions. The Board of Directors, following a recommendation from a committee of the Board composed of outside, non-employee directors who were
advised by independent outside counsel, concluded that commencing litigation, as demanded by Elkin, is not in our best interest.

In
addition, in August 2005, we were notified of the filing of a complaint in which the plaintiff alleges that our products and systems incorporating secure time stamping technology, including but not limited to the USPS Electronic Postmark system,
infringes certain of the plaintiffs patent rights. The complaint was filed in the United States District Court for the Middle District of Florida and is entitled TimeCertain LLC vs. Authentidate Holding Corporation, Authentidate, Inc. and
NCipher Inc. As relief, the complaint seeks, among other things, injunctive relief and damages. The complaint was served on September 21, 2005, and our Answer and Counterclaim was timely filed on November 10, 2005. We are in the
discovery phase of the case and are vigorously defending this action. A Markman hearing to determine the meaning of the claims of the patents at issue previously scheduled for early October 2006 is being rescheduled for a date in November 2006. On
October 23, 2006, the parties engaged in Court ordered mediation which resulted in an impasse. Based on the facts of which we are currently aware, management believes that the resolution of all of our claims with TimeCertain will not have a
material adverse effect on our financial condition. However, no assurances can be given that such belief will ultimately prove to be accurate or that other facts adverse to our position currently not known to management will not be uncovered, in
which case the ultimate resolution of this claim could potentially have a material adverse effect on our financial condition.

In addition,
we are subject to other claims and litigation arising in the ordinary course of business. Our management considers that any liability from any reasonably foreseeable disposition of such other claims and litigation, individually or in the aggregate,
would not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

As provided for under the Private Securities Litigation Reform Act of 1995, we wish
to caution shareholders and investors that the following important factors, among others discussed throughout this Report on Form 10-Q , including certain revisions to the risk factors included in our annual report on Form 10-K for the fiscal year
ended June 30, 2006 and subsequent filings with the SEC, have affected, and in some cases could affect, our actual results of operation and cause our results to differ materially from those anticipated in forward looking statements made herein.
Our business, results of operations and financial condition may be materially and adversely affected due to any of the following risks. The risks described below are not the only ones we face. Additional risks we are not presently aware of or that
we currently believe are immaterial may also impair our business operations. The trading price of our common stock could decline due to any of these risks. In assessing these risks, you should also refer to the other information contained or
incorporated by reference in this quarterly report on Form 10-Q, including our financial statements and related notes.



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Risks Related to Our Business

Failure to increase our revenue and keep our expenses consistent with revenues could prevent us from achieving and maintaining profitability.

We incurred net losses of approximately $17,823,000, $19,184,000, and $15,669,000 for the fiscal years ended June 30, 2006, 2005 and 2004, respectively and a net loss of approximately $4,295,000 for the fiscal
quarter ended September 30, 2006. We have expended, and will continue to be required to expend, substantial funds to pursue research and development projects and enhance marketing and sales efforts for our Security Software Solutions products
and otherwise operate our business. Therefore, we will need to generate higher revenues from our Security Software Solutions segment to achieve and maintain profitability and cannot assure you that we will be profitable in any future period. Our
prospects should be considered in light of the difficulties frequently encountered in connection with the establishment of a new business line, which characterizes our Security Software Solutions segment, such as the difficulty in creating a viable
market, the significant related development and marketing costs and the overall competitive environment in which we operate. Accordingly, there can be no assurance that we will be able to achieve profitable operations in future operating periods.

Our capital requirements are significant and we have historically financed our operations through private placements of securities.

Our capital requirements have been and will continue to be significant. We have been substantially dependent upon private placements of our securities and
on short-term and long-term loans from lending institutions to fund such requirements. We are expending significant amounts of capital to develop, promote and market the products and services in our Security Software Solutions segment, such as our
Inscrybe Healthcare platform and related modules. Due to these expenditures, we have incurred significant losses to date. We used approximately $13,109,000, $10,632,000, and $6,660,000 in cash for operating activities for the fiscal years ended
June 30, 2006, 2005, and 2004, respectively and used approximately $5,055,000 in cash for operating activities in the quarter ended September 30, 2006. We expect the proceeds received from our February 2004 private financing, in which we
raised approximately $69,000,000 in net proceeds, to satisfy our cash needs for the foreseeable future. No assurances can be given that we will be able to attain sales levels and support our costs through revenues derived from operations. If we are
unable to attain projected sales levels for our Security Software Solutions segment, it may be necessary to raise additional capital to fund operations and to meet our obligations in the future.

If the United States Postal Service cancels our agreement, we will need to incur additional costs in our efforts to successfully commercialize this technology.

We entered into the strategic alliance agreement with the United States Postal Service (USPS) to incorporate our content authentication
service into their Electronic Postmark®Service (EPM). The USPS has the right to cancel
the contract in the event we are unable to perform our obligations, including recognizing sufficient revenues, as required by the agreement. Further, the USPS has the right to terminate the agreement at its convenience. When we initially entered
into our agreement with the USPS in July 2002, we agreed on certain performance metrics. The original revenue metric had not been attained and in September 2004 the USPS notified us of a failure to comply with the revenue metric, which commenced a
six month period to achieve compliance with the metrics. We continue to hold discussions with the USPS to agree upon a modification of our arrangement with the USPS.

On May 27, 2005, the USPS delivered a second notice stating that we had failed to attain the performance metrics required by the strategic alliance agreement during the period February 2005 through April 2005. In
its notice, the USPS advised us that although it intended to exercise its right to terminate the strategic alliance agreement if were unable to cure this default, it was willing to discuss further plans that we had to attain the performance
metrics. On October 5, 2005, we received a third notice from the USPS confirming that we continue to fail to attain the performance metrics required by the strategic alliance agreement. However, the USPS also stated that it has elected not to
terminate the agreement at this time and will continue to fulfill its obligations under the agreement as long as it remains in effect.

Our
strategic alliance agreement with the USPS may also be adversely affected by pending legislation regarding the USPS. The activities in which the USPS may engage, including the provision of the EPM, may be regulated or limited by legislation
currently pending in the United States Congress. The eventual outcome of this legislative action can not be determined at this time, and there can be no assurance the USPS will be authorized to continue its current level of support of
the EPM in the future.

We have been in negotiations with the USPS to amend the agreement and develop a new arrangement. No assurances,
however, can be given that we will be successful in completing these negotiations or that the USPS will not terminate the agreement at any time, in which case we will not generate any revenue from the sales of EPMs. Further, if we are unable to
commence realizing revenue from the EPM product, we may incur additional costs in exploring and developing alternative avenues in which to successfully market certain of our Security Software Solutions products.



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Further, in October 2006, the USPS released a Request for Information (RFI) for Time and Date Stamp
Technology and Management to identify additional companies that may be interested in, and potentially capable of, providing the USPS EPM service. We believe that this exercise would enable the USPS to explore alternative business models for the EPM
service, with a view to promoting wider adoption of the service across multiple business segments. We continue to operate under our strategic alliance agreement with the USPS and we are currently the only provider designated by the USPS to offer the
EPM service. There can be no assurance, however, that the USPS will adopt an alternative business model or whether we will continue to provide the EPM service in the future.

We rely to a certain extent on our products compatibility with Microsoft Corporations products for the development of a market for the USPS EPM.

On October 21, 2003 we launched an interface with Microsoft Office to provide for an interface with the USPS EPM. We cannot provide assurance that we
will achieve significant sales from this relationship. Microsoft is under no obligation for any purchase commitments or guarantees and the agreement does not obligate Microsoft to purchase USPS EPM transactions. Further, Microsoft may terminate this
initiative at its convenience. In the event Microsoft elects to terminate this relationship, it could impair our ability to develop a market for our content authentication business and retard the adoption of the USPS EPM.

We have been named as a party to several class action and derivative action lawsuits, and we may be named in additional litigation, all of which could require
significant management time and attention and result in significant legal expenses. An unfavorable outcome in one or more of these lawsuits could have a material adverse effect on our business, financial condition, results of operations and cash
flows.

As described in detail at Item 1. Legal Proceedings of Part II of this Report on Form 10-Q, several purported
class action complaints were filed in federal court alleging that we and certain of our current and former officers and directors violated the federal securities laws. Subsequently, four purported shareholder derivative actions were filed against
certain current and former officers and directors based on allegations substantially similar to those set forth in the purported class actions. The expense of defending such litigation may be substantial and the time required to defend the actions
could divert managements attention from the day-to-day operations of our business, which could adversely affect our business, results of operations and cash flows. In addition, an unfavorable outcome in such litigation could have a material
adverse effect on our business, results of operations and cash flows.

Our success is dependent on the performance and integration of our new management
and the cooperation, performance and retention of our executive officers and key employees.

Our business and operations are
substantially dependent on the performance and integration of the new additions to our senior management team as well as the performance of our other senior managers and executive officers. These persons have worked together for only a short period
of time. In addition, during the second half of fiscal 2006 we announced the appointment of our new Chief Financial Officer and the departures of our former Chief Financial Officer and our Executive Vice President-Chief Administrative Officer. If we
are unable to successfully integrate new executives into our operations, it may adversely impact our results of operations and financial condition. We do not maintain key person life insurance on any of our executive officers. The loss
of one or several key employees could seriously harm our business. Any reorganization or reduction in the size of our employee base could harm our ability to attract and retain other valuable employees critical to the success of our business.

If we lose key personnel or fail to integrate replacement personnel successfully, our ability to manage our business could be impaired.

Our future success depends upon the continued service of our key management, technical, sales, finance, and other critical personnel. Other than our
CEO and CFO, our key personnel do not have employment agreements and we cannot assure you that we will be able to retain them. Our employment agreement with our CEO is due to expire November 14, 2006 and we are currently negotiating with him to
either extend or renew the existing agreement or enter into a new employment agreement with him. No assurances can be given, however, that we will reach an agreement with our CEO concerning our employment relationship with him, in which event we
will be obligated to pay him a severance payment equal to the sum of 12 months of the greater of (A) his base salary in effect on the termination date or (B) the highest base salary in effect at any time during the ninety day period prior
to the termination date. Our CEO agreed to a thirty day extension of the expiration date of the employment agreement during which time we will continue to negotiate this matter with him. Key personnel have left our company in the past and there
likely will be additional departures of key personnel from time to time in the future. The loss of any key employee could result in significant disruptions to our



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operations, including adversely affecting the timeliness of product releases, the successful implementation and
completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and the results of our operations. In addition, hiring, training, and successfully integrating
replacement sales and other personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact future revenues.

Our reported financial results could be adversely affected by changes in financial accounting standards or by the application of existing or future accounting standards to our business as it evolves. For example,
accounting for employee stock options under FAS 123R has had a material impact on our consolidated results of operations and earnings per share.

As a result of the enactment of the Sarbanes-Oxley Act and the review of accounting policies by the SEC and national and international accounting standards bodies, the frequency of accounting policy changes may accelerate. For example, the
adoption of issued FAS123(R) that required us to adopt a different method of determining and accounting for the compensation expense of our employee stock options. As a result of the adoption of FAS 123(R), our losses during fiscal 2006 were higher
than they would have been had we not been required to adopt FAS 123(R). This will continue to be the case for future periods. We cannot predict the effect that this adverse impact on our reported operating results will have on the trading price of
our common stock. This and other possible changes to accounting standards, could adversely affect our reported results of operations. Further, accounting policies affecting software revenue recognition have been the subject of frequent
interpretations, which could significantly affect the way we account for revenue related to our products. As we enhance, expand and diversify our business and product offerings, the application of existing or future financial accounting standards,
particularly those relating to the way we account for revenue, could have a significant adverse effect on our reported results although not necessarily on our cash flows.

If the carrying value of our long-lived assets is not recoverable, an impairment loss must be recognized which would adversely affect our financial results.

We will evaluate our long-lived assets, including property and equipment, goodwill, acquired product rights, and other intangible assets, whenever events
or circumstances occur which indicate that these assets might be impaired. Goodwill is evaluated annually for impairment at the end of each fiscal year, regardless of events and circumstances. In fiscal 2005 we recorded an impairment charge of
approximately $4,800,000 for goodwill and other long-term intangible assets. As of September 30, 2006, we had approximately $7,300,000 of goodwill principally from our acquisition of Authentidate International, AG. We will continue to evaluate
the recoverability of the carrying amount of our long-lived assets, and we may incur substantial impairment charges, which could adversely affect our financial results.

We have incurred significant additional costs concerning our international operations and may incur additional costs in the future.

We have incurred substantial costs in supporting the operation of our German subsidiary, Authentidate International, AG. In March 2005, we entered into a new two-year employment agreement with Mr. Jan Wendenburg,
the Chief Executive Officer of Authentidate International, pursuant to which he receives a base salary of approximately, $257,000 through March 2007, assuming current exchange rates. Further, for the fiscal years ended June 30, 2005 and 2006,
we advanced or made capital investments of approximately $2,300,000 to this subsidiary. We cannot provide any assurance that we will recoup any of these amounts from this subsidiary. We expect to incur additional costs in the future in connection
with the operations of this subsidiary.

Developing and implementing new or updated products and services may take longer and cost more than expected.

We rely on a combination of internal development, strategic relationships, licensing and acquisitions to develop our products and
services. The cost of developing new services and technology solutions, such as Inscrybe Healthcare and related modules, is inherently difficult to estimate. Our development and implementation of proposed products and services may take longer than
originally expected, require more testing than originally anticipated and require the acquisition of additional personnel and other resources. If we are unable to develop new or updated products and services on a timely basis and implement them
without significant disruptions to the existing systems and processes of our customers, we may lose potential sales and harm our relationships with current or potential customers.

New or updated products and services will not become profitable unless they achieve sufficient levels of market acceptance, which may require significant efforts and costs.

There can be no assurance that customers and potential customers will accept from us new or updated products and services. The future results of our
Software Security Solutions segment will depend, in significant part, on the success of new products and services. Current and potential customers may choose to use similar products and services offered by our competitors or may not purchase new or
updated products or services, especially when they are initially offered and if they require changes in equipment or



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workflow. For services we are developing or may develop in the future, there can be no assurance that we will attract
sufficient customers or that such services will generate sufficient revenues to cover the costs of developing, marketing and providing those services. Furthermore, there can be no assurance that any pricing strategy that we implement for any new
products and services will be economically viable or acceptable to the target markets. Failure to achieve broad penetration in target markets with respect to new or updated products and services could have a material adverse effect on our business
prospects. Further, achieving market acceptance for new or updated products and services is likely to require substantial marketing efforts and expenditure of significant funds to create awareness and demand by potential customers

We do not have patents on all the technology we use, which could harm our competitive position.

On May 2, 2006, we were issued our first U.S. patent and we also have two issued foreign patents. In addition, we have seven U.S. and nine foreign
patent applications pending relating to the technology and business processes underlying our Security Software Solutions applications. However, some of the technology embodied in some of our current products cannot be patented. We have registered
the trademarks Authentidate, CareCert, DocStar and the DocStar logo in the US and the trademark Authentidate in Germany and Europe. We have also sought to register a number of additional trademarks in
the US and certain foreign markets, including Authentimark and CareFax. We continue to take steps to protect our intellectual property rights including filing additional trademark and patent applications where appropriate. We
rely on confidentiality agreements with our key employees to the extent we deem it to be necessary. We further intend to file patent applications for any new products we may develop, to the extent that we believe that any technology included in such
products is patentable. There can be no assurance that any patents in fact, will be issued or that any such patents that do issue will be effective to protect our products and services from duplication by other manufacturers or developers or to
prevent our competitors from offering similar products and services.

Other companies operating within our business segments may
independently develop substantially equivalent proprietary information or otherwise obtain access to our know-how, much of which is maintained as trade secrets. In addition, there can be no assurance that we will be able to afford the expense of any
litigation which may be necessary to enforce our rights under any patent. Although we believe that the products we sell do not and will not infringe upon the patents or violate the proprietary rights of others, it is possible that such infringement
or violation has occurred or may occur. On August 25, 2005, we became aware of an action filed against us entitled TimeCertain LLC vs. Authentidate Holding Corporation, Authentidate, Inc. and NCipher Inc. The plaintiff in this matter has
claimed that our products and systems incorporating secure time-stamping technology, including but not limited to the USPS Electronic Postmark system, infringes certain of its patent rights. We have responded to this complaint and are vigorously
defending against this action (for additional information, see Part II, Item 1, Legal Proceedings). We have investigated other patents held by third parties of which we are aware and believe that our products and services do not
infringe on the claims of these patents. Although we have not received notice of any other claims that our products or services are infringing, we can not provide any assurances that our products and services do not infringe upon any third party
patents, including the patents we have investigated. As described under the caption Legal Proceedings, we are currently defending a claim by Shore Venture Group, in which it alleges, among other things, rights under one of our patent
applications and damages in connection with an alleged copyright infringement. Prior to the commencement of this case, we had conducted extensive settlement negotiations with Shore Venture in an effort to resolve all claims between the parties. The
case which was brought in federal court has been stayed in favor of arbitration. On October 18, 2006, Shore Venture filed a demand for arbitration with the American Arbitration Association. We will be filing a response to the demand shortly and
plan to continue to defend this action vigorously. In the event that products we sell or services we provide are deemed to infringe upon the patents or proprietary rights of others, we could be required to modify our products and/or services
or obtain a license for the manufacture, use and/or sale of such products and services. There can be no assurance that, in such an event, we would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure
to do any of the foregoing could have a material adverse effect upon our business. Moreover, there can be no assurance that we will have the financial or other resources necessary to defend against a patent infringement or proprietary rights
violation action. In addition, if our products, services or proposed products or services are deemed to infringe upon the patents or proprietary rights of others, we could, under certain circumstances, become liable for damages or subject to an
injunction, which could also have a material adverse effect on our business.

Because we derive a majority of our license revenues from sales of a few
products, any decline in demand for these products could severely harm our ability to generate revenues.

We derive a majority of our
revenues from a limited number of software products and solutions. In addition, our focus on building our Security Software Solutions segment software products is concentrated within the market for products and solutions designed to provide content
integrity and workflow automation. As a result, we are particularly vulnerable to fluctuations in demand for these products, whether as a result of competition, product obsolescence, technological change, customer spending, or other factors. If our
revenues derived from these software products were to decline significantly, our business and operating results would be adversely affected.

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Some of our products and solutions have long and unpredictable sales cycles, which may impact our quarterly operating
results.

Transactions for some of our products, including our Security Software Solutions segment, require customers to undertake
customized installations to integrate the solutions into their legacy systems and require them to modify existing business practices. The period from our initial contact with a potential customer until the execution of an agreement is difficult to
predict and can be in excess of six months. The sales cycles for these transactions can be long and unpredictable due to a number of uncertainties such as:



| |  |  | customers budgetary constraints;
| | - |  | ---------------------------------



| |  |  | the need to educate potential customers about our products capabilities;
| | - |  | -------------------------------------------------------------------------



| |  |  | the timing of customers budget cycles;
| | - |  | ---------------------------------------



| |  |  | delays caused by customers internal review processes;
| | - |  | ------------------------------------------------------



| |  |  | customers willingness to invest resources and modify their network infrastructures to take advantage of our products; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | for sales to government customers, governmental regulatory, approval and purchasing requirements.
| | - |  | -------------------------------------------------------------------------------------------------

We are unable to control or influence many of these factors. Further, we have experienced delays in the pace of adoption and use by our customers of our
transaction-based offerings, such as CareCert and CareFax , which has adversely affected our earnings. We may experience similar delays with Inscrybe Healthcare  as well. During the sales cycle and the implementation period, we may
expend substantial time, effort and money preparing contract proposals, negotiating contracts and implementing solutions without receiving any related revenue. In addition, many of our expenses are relatively fixed in the short term, including
personnel costs and technology and infrastructure costs. Accordingly, our inability to generate sufficient revenues from these offerings has a direct impact on our results of operations.

The failure to properly manage our growth could cause our business to lose money.

We are expanding
our marketing and distribution efforts for our Security Software Solutions segment in order to develop and pursue existing and potential market opportunities. This growth is expected to place a significant demand on management and operational
resources. In order to manage growth effectively, we must implement and improve our operational systems and controls on a timely basis. If we fail to implement these systems and controls, our business, financial condition, results of operations and
cash flows will be materially and adversely affected.

Our software products and web site may be subject to intentional disruption.

Although we believe we have sufficient controls in place to prevent intentional disruptions, such as software viruses specifically designed to impede the
performance of our products, we may be affected by such efforts in the future. Further, despite the implementation of security measures, this infrastructure or other systems that we interface with, including the Internet and related systems, may be
vulnerable to physical break-ins, hackers, improper employee or contractor access, programming errors, attacks by third parties or similar disruptive problems, resulting in the potential misappropriation of our proprietary information or
interruptions of our services. Any compromise of our security, whether as a result of our own systems or systems that they interface with, could substantially disrupt our operations, harm our reputation and reduce demand for our services.

Performance problems with our systems or system failures could cause us to lose business or incur liabilities.

Our customer satisfaction and our business could be harmed if we experience transmission delays or failures or loss of data in the systems we use to
provide services to our customers, including transaction-related services. These systems are complex and, despite testing and quality control, we cannot be certain that problems will not occur or that they will be detected and corrected promptly if
they do occur. In providing these services, we rely on internal systems as well as communications and hosting services provided by third parties, such as the Internet. To operate without interruption, both we and the service providers we use must
guard against:



| |  |  | damage from fire, power loss and other natural disasters;
| | - |  | ---------------------------------------------------------



| |  |  | communications failures;
| | - |  | ------------------------



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| |  |  | software and hardware errors, failures or crashes;
| | - |  | --------------------------------------------------



| |  |  | security breaches, computer viruses and similar disruptive problems; and
| | - |  | ------------------------------------------------------------------------



| |  |  | other potential interruptions.
| | - |  | ------------------------------

We have experienced
periodic system interruptions in the past, and we cannot guarantee that they will not occur again. In the event of a catastrophic event at one of our data centers or any third party facility we use, we may experience an extended period of system
unavailability, which could negatively impact our business. Further, if such an event caused the loss of stored data, it could have a material adverse impact on our business or cause us to incur material liabilities. Although we maintain insurance
for our business, we cannot guarantee that our insurance will be adequate to compensate us for all losses that may occur or that this coverage will continue to be available on acceptable terms or in sufficient amounts.

In addition, some of our Web-based services may, at times, be required to accommodate higher than expected volumes of traffic. At those times, we may
experience slower response times or system failures. Any sustained or repeated interruptions or disruptions in these systems or increase in their response times could damage our relationships with customers. Further, the Internet has experienced,
and is likely to continue to experience, significant growth in the number of users and the amount of traffic. If the Internet continues to experience increased usage, the Internet infrastructure may be unable to support the demands placed on it
which could harm its reliability and performance. Any significant interruptions in our services or increases in response time could result in a loss of potential or existing users of services and, if sustained or repeated, could reduce the
attractiveness of our services.

Our security software products and solutions may not be accepted by the market, which would seriously harm our
business.

Demand and market acceptance for our software security offerings remain subject to a high level of uncertainty. Achieving
widespread acceptance of these products will continue to require substantial marketing efforts and the expenditure of significant funds to create and maintain brand recognition and customer demand for such products. Demand for our products depends
on, among other things:



| |  |  | the perceived ability of our products to address real customer problems;
| | - |  | ------------------------------------------------------------------------



| |  |  | the perceived quality, price, ease-of-use and interoperability of our products as compared to our competitors products;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the markets perception of how easy or difficult it is to deploy our products, especially in complex, network environments;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the continued evolution of electronic commerce as a viable means of conducting business;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | market acceptance and use of new technologies and standards;
| | - |  | ------------------------------------------------------------



| |  |  | the ability of network infrastructures to support an increasing number of users and services;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | the pace of technological change and our ability to keep up with these changes;
| | - |  | -------------------------------------------------------------------------------



| |  |  | general economic conditions, which influence how much money our customers and potential customers are willing to allocate to their information technology budgets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

There can be no assurance that adequate marketing arrangements will be made and continued for such products and there can be
no assurance that any of these products will ever achieve or maintain widespread market acceptance or that the sale of such products will be profitable.

If we cannot continuously enhance our products in response to rapid changes in the market, our business will be harmed.

The
software-based services industry and computer industry are characterized by extensive research and development efforts which result in the frequent introduction of new products which render existing products obsolete. Our ability to compete
successfully in the future will depend in large part on our ability to maintain a technically competent research and development staff and our ability to adapt to technological changes in the industry and enhance and improve existing products and
successfully develop and market new products that meet the changing needs of our customers. Although we are dedicated to continued research and development of our products with a view towards offering products with the most advanced capabilities,
there can be no assurance that we will be able to continue to develop new products on a regular basis which will be competitive with products offered by other manufacturers. At the present time, we do not have a targeted level of expenditures for
research and development. We will evaluate all opportunities but believe the majority of our research and development will be devoted to enhancements of our existing products.



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Technological improvements in new products that we and our competitors offer, as well as the general
decline in the economy and other factors, have resulted in recent declines in retail prices for computer products. As competitive pressures have increased, many companies have ceased operation and liquidated inventories, further increasing downward
pricing pressure. Such declines have, in the past, and may in the future, reduce our profit margins.

If our products are not competitive, our business
will suffer.

Authentidate Holding Corp. and its subsidiaries are engaged in the highly competitive businesses of developing
software-based workflow automation and authentication products, developing document imaging software and distributing turn-key document imaging systems, and reselling computer hardware and software as well as technical support services for such
businesses. These markets are also continually evolving and, in some cases, subject to rapid technological change. Many of our competitors have greater financial, technical, product development, marketing and other resources than we do. These
organizations may be better known than we are and have more customers than we do. We cannot provide assurance that we will be able to compete successfully against these organizations. We believe that the principal competitive factors affecting our
markets include fault-tolerance, reliability, performance, ease of use, scalability, manageability, price and customer service and support. There can be no assurance that we will be able to successfully incorporate these factors into our products
and to compete against current or future competitors or that competitive pressure we face will not harm our business. If we are unable to develop and market products to compete with the products of competitors, our business will be materially and
adversely affected.

The document imaging business is competitive and we compete with major manufacturers. Many of these companies have
substantially more experience, greater sales, as well as greater financial and distribution resources than do we. Our Security Software Solutions segment, including CareFax, the USPS EPM, our electronic signing solutions and CareCert are
relatively new business lines and although the level of competition across the product line is unknown at this point in time, the field of software-based security solutions is highly competitive. There can be no assurances, however, that any of
these products, including the service offered through the USPS, will achieve market acceptance.

Our Systems Integration segment is engaged
in the highly competitive business of systems integration, computer services and computer reselling. We compete with many small and local companies which provide similar technical services to those offered by us. Additionally, we must compete with
other computer resellers, many of whom have greater financial and technical resources. There can be no assurance that we will be able to compete successfully with these competitors.

We also expect that competition will increase as a result of industry consolidations and the formation of new companies with new, innovative product
offerings. Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address the needs of our prospective customers. Accordingly,
it is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share. Increased competition is likely to result in price reductions, reduced operating margins and loss of market share, any of
which could harm our business.

Our software products are complex and are operated in a wide variety of computer configurations, which could result in
errors or product failures.

Our software products, including our Security Software Solutions products and Document Management Solutions
products are complex and may contain undetected errors, failures or bugs that may arise when they are first introduced or when new versions are released. These products may be installed and used in large-scale computing environments with different
operating systems, system management software and equipment and networking configurations, which may cause errors or failures in our products or may expose undetected errors, failures or bugs in our products. Our customers computer
environments are often characterized by a wide variety of configurations that make pre-release testing for programming or compatibility errors difficult and time-consuming. Despite testing by us and by others, errors, failures or bugs may not be
found in new products or releases after commencement of commercial shipments. Errors, failures or bugs in our products could result in negative publicity, product returns, loss of or delay in market acceptance of our products or claims by customers
or others. Alleviating these problems could require significant expenditures of our capital and resources and could cause interruptions, delays or cessation of our product licensing, which could cause us to lose existing or potential customers and
would adversely affect our financial conditions, results of operations and cash flows. Most of our license agreements with customers contain provisions designed to limit our exposure to potential product liability claims. It is possible, however,
that these provisions may not prove effective in limiting our liability.



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We depend on others for components of our products, which may result in delays and quality-control issues.

We do not own or lease any manufacturing facilities. Rather, we purchase components and finished products, such as personal computers
from unaffiliated suppliers. Our Document Management Solutions and Systems Integration segments acquire computer hardware from manufacturers or third party resellers. We believe that at the present time we have sufficient sources of supply of
computer equipment, and that in the event any existing supplier ceases to furnish these to us, alternative sources are available. In addition, our software products incorporate elements which we license from unaffiliated third-parties. We believe
that adequate alternative suppliers of these products are available on commercially reasonable terms. However, there can be no assurance that the future production capacity of our current suppliers and manufacturers will be sufficient to satisfy our
requirements or that alternate suppliers and manufacturers will be available on commercially reasonable terms, or at all. Further, there can be no assurance that the availability of such supplies will continue in the future.

We have a significant amount of net operating loss carryforwards which we may not be able to utilize in certain circumstances.

At June 30, 2006, the date of our most recent fiscal year end, we had net operating loss carryforwards (NOLS) for federal income tax
purposes of approximately $83,000,000 available to offset future taxable income. Under Section 382 of the Internal Revenue Code of 1986, as amended, utilization of prior NOLS is limited after an ownership change, as defined in Section 382,
to an annual amount equal to the value of the corporations outstanding stock immediately before the date of the ownership change multiplied by the federal long-term exempt tax rate. Use of our NOLS could also be limited as a result of grants
of stock options under stock option plans and other events. In the event we achieve profitable operations, any significant limitation on the utilization of NOLS would have the effect of increasing our current tax liability.

Risks Related to Our Common Stock

Our stock price is volatile and
could decline.

The price of our common stock has been, and is likely to continue to be, volatile. For example, our stock price during
the fiscal year ended June 30, 2006 traded as low as $1.86 per share and as high as $4.30 per share. During the quarter ended September 30, 2006, our stock price has traded in the range of $1.61 to $2.73 per share. We cannot assure you
that your initial investment in our common stock will not fluctuate significantly. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:



| |  |  | quarterly variations in our operating results;
| | - |  | ----------------------------------------------



| |  |  | announcements we make regarding significant contracts, acquisitions, strategic partnerships, or joint ventures;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | the introduction of competitive products by existing or new competitors;
| | - |  | ------------------------------------------------------------------------



| |  |  | uncertainty about and customer confidence in the current economic conditions and outlook;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | reduced demand for any given product; and
| | - |  | -----------------------------------------



| |  |  | sales of our common stock.
| | - |  | --------------------------

In addition, the stock market
in general, and companies whose stock is listed on The NASDAQ Global Market, have experienced extreme price and volume fluctuations that have often been disproportionate to the operating performance of these companies. Broad market and industry
factors may negatively affect the market price of our common stock, regardless of our actual operating performance.

Since we have not paid dividends on
our common stock, you may not receive income from this investment.

We have not paid any dividends on our common stock since our
inception and do not contemplate or anticipate paying any dividends on our common stock in the foreseeable future. Earnings, if any, will be used to finance the development and expansion of our business.



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The exercise of our outstanding options and warrants, or conversion of our outstanding shares of Series B Preferred
Stock, may depress our stock price.

As of September 30, 2006, the following options and warrants were outstanding :



| |  |  | Stock options to purchase approximately 4,422,000 shares of common stock at exercise prices ranging from $2.00 to $16.00 per share, not all of which are immediately exercisable. The
weighted average exercise price of the outstanding stock options is $4.93 per share. These stock options are employee and non-executive director options.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Immediately exercisable warrants to purchase an approximately 1,012,000 shares of common stock at exercise prices ranging from $2.50 to $20.00 per share. The weighted average
exercise price of the outstanding warrants is $6.50.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stock options to purchase 375,000 shares of common stock at an exercise price of $3.75 per share to an independent consultant which are exercisable upon achieving certain sales
levels.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, there are currently outstanding 28,000 shares of our Series B Preferred Stock. The holder of the Series
B Preferred Stock may convert these shares into shares of our common stock at a conversion price equal to $1.40 per share. Accordingly, the outstanding 28,000 shares of Series B Preferred Stock are presently convertible into an aggregate of 500,000
shares of our common stock.

To the extent that these securities are exercised or converted, dilution to our shareholders will occur.
Moreover, the terms upon which we will be able to obtain additional equity capital may be adversely affected, since the holders of these securities can be expected to exercise or convert them at a time when we would, in all likelihood, be able to
obtain any needed capital on terms more favorable to us than the exercise and conversion terms provided by those securities. Further, in the event the conversion price of the Series B Preferred Stock is lower than the actual trading price on the day
of conversion, the holder could immediately sell all of its converted common shares, which would have a dilutive effect on the value of the outstanding common shares. Furthermore, the significant downward pressure on the trading price of our common
stock as Series B Preferred Stock holders converted these securities and sell the common shares received on conversion could encourage short sales by the holders of Series B Preferred Stock or other shareholders. This would place further downward
pressure on the trading price of our common stock. Even the mere perception of eventual sales of common shares issued on the conversion of the Series B Preferred Stock could lead to a decline in the trading price of our common stock.

We have sold restricted shares which may depress our stock price when they are sellable under Rule 144.

As of September 30, 2006, there were approximately 1,677,000 shares of restricted common stock currently outstanding which may be deemed
restricted securities as that term is defined under the Securities Act of 1933, and in the future, may be sold pursuant to a registration under the Act, in compliance with Rule 144 under the Act, or pursuant to another exemption. Rule
144 provides, that, in general, a person holding restricted securities for a period of one year may, every three months thereafter, sell in brokerage transactions an amount of shares which does not exceed the greater of one percent of our then
outstanding common stock or the average weekly trading volume of the common stock during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of shares without any quantity limitations by a person
who is not an affiliate of ours and was not an affiliate at any time during the 90 day period prior to sale and who has satisfied a two year holding period. Sales of our common stock by certain present stockholders under Rule 144 may, in the future,
have a depressive effect on the market price of our securities. In addition, the sale of shares by officers and directors and other affiliated shareholders may also have a depressive effect on the market for our securities.

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



|(a) | Sales of Unregistered Securities
|--- | --------------------------------

None.



|(b) | Not applicable
|--- | --------------



|(c) | Repurchase of Equity Securities
|--- | -------------------------------

We did not
repurchase any of our equity securities during the quarter ended September 30, 2006.



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Item 3. Defaults Upon Senior Securities

None.

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

Not Applicable.

Item 5. Other Information

Effective as of November 7, 2006, we entered into a letter agreement with
our Chief Executive Officer amending his employment agreement in order to provide for a thirty day extension of the original expiration date of the employment agreement. Our employment agreement with our Chief Executive Officer would have expired
November 14, 2006 without this letter agreement. We are currently negotiating with our CEO to either extend or renew his existing employment agreement or to enter into a new employment agreement with him. No assurances can be given, however,
that we will reach an agreement with our CEO concerning our employment relationship with him, in which event we will be obligated to pay him a severance payment as described in note 11 to the financial statements included with this Quarterly Report
on Form 10-Q.

Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference.



|              |  |                                                                                                                                                                                |  |                          |  |       |  |         |  |              
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ |  | ----- |  | ------- |  | -------------
|              |  |                                                                                                                                                                                |  | Incorporated byReference |  |      
|ExhibitNumber |  | Exhibit Description                                                                                                                                                            |  | Form                     |  | Dated |  | Exhibit |  | FiledHerewith
|10.1          |  | Letter Agreement with Chief Executive Officer dated November 7, 2006                                                                                                           |  |                          |  |       |  |         |  | X            
|              |  |                                                                                                                                                                                |  |                          | 
|31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                             |  |                          |  |       |  |         |  | X            
|              |  |                                                                                                                                                                                |  |                          | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                             |  |                          |  |       |  |         |  | X            
|              |  |                                                                                                                                                                                |  |                          | 
|32.1          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |  |                          |  |       |  |         |  | X            



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SIGNATURES

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



|                 |  |  |  |                                    
|---------------- |  |  |  | -----------------------------------
|                 |  |  |  | AUTHENTIDATE HOLDING CORP.         
|                 |  | 
|November 9, 2006 |  |  |  | /s/ Surendra Pai                   
|Date             |  |  |  | Surendra Pai                       
|                 |  |  |  | President & Chief Executive Officer
|                 |  | 
|                 |  |  |  | /s/ William A. Marshall            
|                 |  |  |  | William A. Marshall                
|                 |  |  |  | Chief Financial Officer & Treasurer



36