##### Table of Contents

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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: MARCH 31, 2007
|- | --------------------------------------------------------------------------------------------------------------------------------



| ̈ | 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)



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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 ̈No  x

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 May 8, 2007
|Common Stock, $0.001 par value per share |  | 34, 430,403 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 Operations |  | 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                                                                     |  | 23  
|           |  |                                                                                      
|Item 1A.   |  | Risk Factors                                                                          |  | 24  
|           |  |                                                                                      
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 33  
|           |  |                                                                                      
|Item 3.    |  | Defaults upon Senior Securities                                                       |  | 33  
|           |  |                                                                                      
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 34  
|           |  |                                                                                      
|Item 5.    |  | Other Information                                                                     |  | 34  
|           |  |                                                                                      
|Item 6.    |  | Exhibits                                                                              |  | 35  
|           |  |                                                                                      
|Signatures |  |                                                                                       |  | 36  



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Balance Sheets



|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                                                                    |  | March 31,2007 (Unaudited) |          |   | June 30,2006 |  
|( in thousands )                                                                                                                                    |  |                          
|Assets                                                                                                                                              |  |                           |          |   |              |   |          |  
|Current assets                                                                                                                                      |  |                           |          |   |              |   |          |  
|Cash and cash equivalents                                                                                                                           |  | $                         | 8,351    |   |              | $ | 9,366    |  
|Restricted cash                                                                                                                                     |  |                           | 521      |   |              |   | 521      |  
|Marketable securities                                                                                                                               |  |                           | 24,063   |   |              |   | 36,539   |  
|Accounts receivable, net                                                                                                                            |  |                           | 1,443    |   |              |   | 601      |  
|Prepaid expenses and other current assets                                                                                                           |  |                           | 1,015    |   |              |   | 203      |  
|Assets held for sale                                                                                                                                |  |                           | 2,899    |   |              |   | 2,778    |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|Total current assets                                                                                                                                |  |                           | 38,292   |   |              |   | 50,008   |  
|Property and equipment, net                                                                                                                         |  |                           | 1,290    |   |              |   | 1,519    |  
|Other assets                                                                                                                                        |  |                           |          |   |              |   |          |  
|Software development costs, net                                                                                                                     |  |                           | 2,307    |   |              |   | 1,549    |  
|Goodwill                                                                                                                                            |  |                           | 7,341    |   |              |   | 7,341    |  
|Other assets                                                                                                                                        |  |                           | 1,362    |   |              |   | 1,278    |  
|Assets held for sale                                                                                                                                |  |                           | 2,733    |   |              |   | 2,839    |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|Total assets                                                                                                                                        |  | $                         | 53,325   |   |              | $ | 64,534   |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|                                                                                                                                                    |  |                          
|Liabilities and Shareholders Equity                                                                                                                |  |                           |          |   |              |   |          |  
|Current liabilities                                                                                                                                 |  |                           |          |   |              |   |          |  
|Accounts payable and accrued expenses                                                                                                               |  | $                         | 3,296    |   |              | $ | 4,919    |  
|Deferred revenue                                                                                                                                    |  |                           | 1,396    |   |              |   | 1,195    |  
|Other current liabilities                                                                                                                           |  |                           | 407      |   |              |   | 57       |  
|Liabilities of discontinued operations                                                                                                              |  |                           | 1,723    |   |              |   | 1,799    |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|Total current liabilities                                                                                                                           |  |                           | 6,822    |   |              |   | 7,970    |  
|Long-term deferred revenue                                                                                                                          |  |                           | 229      |   |              |   | 229      |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|Total liabilities                                                                                                                                   |  |                           | 7,051    |   |              |   | 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, 34,430 and 34,413 issued and outstanding on March 31, 2007 and June 30,
2006, respectively |  |                           | 34       |   |              |   | 34       |  
|Additional paid-in capital                                                                                                                          |  |                           | 163,836  |   |              |   | 162,386  |  
|Accumulated deficit                                                                                                                                 |  |                           | (117,533 | ) |              |   | (105,992 | )
|Accumulated comprehensive loss                                                                                                                      |  |                           | (66      | ) |              |   | (96      | )
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|Total shareholders equity                                                                                                                          |  |                           | 46,274   |   |              |   | 56,335   |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  
|Total liabilities and shareholders equity                                                                                                          |  | $                         | 53,325   |   |              | $ | 64,534   |  
|                                                                                                                                                    |  |                           |          |   |              |   |          |  

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



3



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)



|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|(in thousands, except per share data)           |  | 2007                        |        |   | 2006                       |   |        | 2007 |  |   | 2006    |  
|Revenues                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Software licenses and support                   |  | $                           | 1,324  |   |                            | $ | 884    |      |  | $ | 2,406   |   |  | $ | 1,988   |  
|Hosted software services                        |  |                             | 469    |   |                            |   | 381    |      |  |   | 1,272   |   |  |   | 1,657   |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total revenues                                  |  |                             | 1,793  |   |                            |   | 1,265  |      |  |   | 3,678   |   |  |   | 3,645   |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Operating expenses                              |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Cost of revenues                                |  |                             | 800    |   |                            |   | 362    |      |  |   | 1,860   |   |  |   | 1,033   |  
|Selling, general and administrative             |  |                             | 4,026  |   |                            |   | 4,985  |      |  |   | 12,584  |   |  |   | 13,574  |  
|Product development                             |  |                             | 710    |   |                            |   | 857    |      |  |   | 2,443   |   |  |   | 2,282   |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                        |  |                             | 5,536  |   |                            |   | 6,204  |      |  |   | 16,887  |   |  |   | 16,889  |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Operating loss                                  |  |                             | (3,743 | ) |                            |   | (4,939 | )    |  |   | (13,209 | ) |  |   | (13,244 | )
|Other income                                    |  |                             | 490    |   |                            |   | 512    |      |  |   | 1,588   |   |  |   | 1,599   |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Loss from continuing operations                 |  |                             | (3,253 | ) |                            |   | (4,427 | )    |  |   | (11,621 | ) |  |   | (11,645 | )
|Income (loss) from discontinued operations, net |  |                             | (128   | ) |                            |   | (174   | )    |  |   | 133     |   |  |   | (257    | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                        |  | $                           | (3,381 | ) |                            | $ | (4,601 | )    |  | $ | (11,488 | ) |  | $ | (11,902 | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Continuing operations                           |  | $                           | (0.09  | ) |                            | $ | (0.12  | )    |  | $ | (0.34   | ) |  | $ | (0.34   | )
|Discontinued operations                         |  |                             | (0.01  | ) |                            |   | (0.01  | )    |  |   | 0.01    |   |  |   | (0.01   | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share                |  | $                           | (0.10  | ) |                            | $ | (0.13  | )    |  | $ | (0.33   | ) |  | $ | (0.35   | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  

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 Cash Flows (Unaudited)



|                                                                           |  |                            |         |   |      |   |         |  
|-------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                           |  | Nine Months EndedMarch 31, |        
|(in thousands)                                                             |  | 2007                       |         |   | 2006 |  
|Cash flows from operating activities                                       |  |                            |         |   |      |   |         |  
|Net loss                                                                   |  | $                          | (11,488 | ) |      | $ | (11,902 | )
|Adjustments to reconcile net loss to net cash used by operating activities |  |                            |         |   |      |   |         |  
|Depreciation and amortization                                              |  |                            | 1,186   |   |      |   | 795     |  
|Share-based compensation                                                   |  |                            | 1,312   |   |      |   | 1,558   |  
|(Income) loss from discontinued operations                                 |  |                            | (133    | ) |      |   | 257     |  
|Changes in assets and liabilities                                          |  |                            |         |   |      |   | .       |  
|Accounts receivable                                                        |  |                            | (842    | ) |      |   | (160    | )
|Prepaid expenses and other current assets                                  |  |                            | (812    | ) |      |   | (386    | )
|Accounts payable, accrued expenses and other liabilities                   |  |                            | (1,331  | ) |      |   | 77      |  
|Deferred revenue                                                           |  |                            | 201     |   |      |   | (412    | )
|                                                                           |  |                            |         |   |      |   |         |  
|Net cash used in operating activities                                      |  |                            | (11,907 | ) |      |   | (10,173 | )
|                                                                           |  |                            |         |   |      |   |         |  
|Cash flows from investing activities                                       |  |                            |         |   |      |   |         |  
|Restricted cash                                                            |  |                            |        |   |      |   | (521    | )
|Purchases of property and equipment                                        |  |                            | (308    | ) |      |   | (848    | )
|Other intangible assets acquired                                           |  |                            | (287    | ) |      |   | (76     | )
|Capitalized software development costs                                     |  |                            | (1,170  | ) |      |   | (1,545  | )
|Net sales of marketable securities                                         |  |                            | 12,476  |   |      |   | 15,375  |  
|                                                                           |  |                            |         |   |      |   |         |  
|Net cash provided by investing activities                                  |  |                            | 10,711  |   |      |   | 12,385  |  
|                                                                           |  |                            |         |   |      |   |         |  
|Cash flows from financing activities                                       |  |                            |         |   |      |   |         |  
|Dividends paid                                                             |  |                            | (35     | ) |      |   | (53     | )
|Stock options and warrants exercised                                       |  |                            |        |   |      |   | 12      |  
|Principal payments on obligations under capital leases                     |  |                            |        |   |      |   | 42      |  
|Payment of registration costs                                              |  |                            |        |   |      |   | (2      | )
|Net borrowings under line of credit                                        |  |                            |        |   |      |   | 79      |  
|                                                                           |  |                            |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                        |  |                            | (35     | ) |      |   | 78      |  
|                                                                           |  |                            |         |   |      |   |         |  
|Effect of exchange rate changes on cash flows                              |  |                            | 30      |   |      |   | (9      | )
|                                                                           |  |                            |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                       |  |                            | (1,201  | ) |      |   | 2,281   |  
|Cash flow from discontinued operationsoperating activities                |  |                            | 312     |   |      |   | 657     |  
|Cash flow from discontinued operationsinvesting activities                |  |                            | (126    | ) |      |   | (208    | )
|Cash flow from discontinued operationsfinancing activities                |  |                            |        |   |      |   | (62     | )
|                                                                           |  |                            |         |   |      |   |         |  
|Cash and cash equivalents, beginning of period                             |  |                            | 9,366   |   |      |   | 6,429   |  
|                                                                           |  |                            |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                   |  | $                          | 8,351   |   |      | $ | 9,097   |  
|                                                                           |  |                            |         |   |      |   |         |  

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 Authentidate, Inc., Authentidate International AG, and Trac Medical Solutions, Inc. (collectively Security Software Solutions), and its Docstar division, (Document Management
Solutions), and DJS Marketing Group, Inc. (Systems Integration), (collectively, the Company). All significant intercompany transactions and balances have been eliminated in consolidation. As discussed more fully below,
the Document Management Solutions and Systems Integration businesses and related assets and liabilities are in the process of being sold and, accordingly, are presented as discontinued operations and assets held for sale. Amounts for continuing
operations have been reclassified/regrouped for all periods presented to conform to a more traditional software and software services company presentation. The results of operations for the three and nine months ended March 31, 2007 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.

On January 10, 2007, the Company announced that it had entered into a non-binding letter of intent for the sale of the Document Management Solutions and Systems Integration businesses to a group headed by two
members of the businesses current senior management team. According to the letter of intent, the Company will receive approximately $8.5 million for the businesses and related assets, which include cash of $750,000 and the land and building
located in Schenectady, New York. Approximately $7 million of the selling price will be received in cash and the Company will finance the balance through a long-term note. We are in the process of negotiating a definitive acquisition agreement with
the purchasing group. Although no assurances can be given that we will be successful in completing this transaction on these terms, or at all, we anticipate that a transaction may be completed by the end of our fiscal year, June 30, 2007.

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 EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                |  | 2007                        |        |   | 2006                       |   |        | 2007 |  |   | 2006    |  
|Loss from continuing operations                 |  | $                           | (3,253 | ) |                            | $ | (4,427 | )    |  | $ | (11,621 | ) |  | $ | (11,645 | )
|Income (loss) from discontinued operations      |  |                             | (128   | ) |                            |   | (174   | )    |  |   | 133     |   |  |   | (257    | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                        |  | $                           | (3,381 | ) |                            | $ | (4,601 | )    |  | $ | (11,488 | ) |  | $ | (11,902 | )
|Preferred stock dividends                       |  |                             | (18    | ) |                            |   | (18    | )    |  |   | (53     | ) |  |   | (53     | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss applicable to common shareholders      |  | $                           | (3,399 | ) |                            | $ | (4,619 | )    |  | $ | (11,541 | ) |  | $ | (11,955 | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Weighted average shares                         |  |                             | 34,413 |   |                            |   | 34,404 |      |  |   | 34,413  |   |  |   | 34,402  |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per common share         |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Continuing operations, less preferred dividends |  | $                           | (0.09  | ) |                            | $ | (0.12  | )    |  | $ | (0.34   | ) |  | $ | (0.34   | )
|Discontinued operations                         |  |                             | (0.01  | ) |                            |   | (0.01  | )    |  |   | 0.01    |   |  |   | (0.01   | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per common share         |  | $                           | (0.10  | ) |                            | $ | (0.13  | )    |  | $ | (0.33   | ) |  | $ | (0.35   | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  

All common stock equivalents were excluded from the calculation of net loss per share for the
periods presented because their impact is antidilutive, or for discontinued operations, not material. At March 31, 2007, employee and non-executive director options (4,700,000), warrants (712,000), performance based consultant options
(375,000) and convertible preferred stock (500,000) were outstanding. At March 31, 2006, employee and non-executive director options (4,920,000), warrants (1,262,000), performance based consultant options (375,000) and
convertible preferred stock (500,000) were outstanding.



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##### Table of Contents

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 EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                                        |  | 2007                        |        |   | 2006                       |   |        | 2007 |  |   | 2006    |  
|Loss from continuing operations before share-based compensation expense |  | $                           | (2,791 | ) |                            | $ | (3,985 | )    |  | $ | (10,309 | ) |  | $ | (10,087 | )
|Share-based compensation expense                                        |  |                             | (462   | ) |                            |   | (442   | )    |  |   | (1,312  | ) |  |   | (1,558  | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Loss from continuing operations                                         |  | $                           | (3,253 | ) |                            | $ | (4,427 | )    |  | $ | (11,621 | ) |  | $ | (11,645 | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|                                                                        |  |                             |        |  
|Net loss before share-based compensation expense                        |  | $                           | (2,881 | ) |                            | $ | (4,076 | )    |  | $ | (10,063 | ) |  | $ | (10,123 | )
|Share-based compensation expense                                        |  |                             | (500   | ) |                            |   | (525   | )    |  |   | (1,425  | ) |  |   | (1,779  | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                                                |  | $                           | (3,381 | ) |                            | $ | (4,601 | )    |  | $ | (11,488 | ) |  | $ | (11,902 | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|                                                                        |  |                             |        |  
|Basic and diluted loss per share                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Continuing operations before share-based compensation                   |  | $                           | (0.08  | ) |                            | $ | (0.11  | )    |  | $ | (0.30   | ) |  | $ | (0.30   | )
|Discontinued operations before share-based compensation                 |  |                             | (0.00  | ) |                            |   | (0.00  | )    |  |   | 0.01    |   |  |   | (0.00   | )
|Share-based compensation expense                                        |  |                             | (0.02  | ) |                            |   | (0.02  | )    |  |   | (0.04   | ) |  |   | (0.05   | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share                                        |  | $                           | (0.10  | ) |                            | $ | (0.13  | )    |  | $ | (0.33   | ) |  | $ | (0.35   | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Share-based compensation by category is as follows (in
thousands):      |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|                                                                        |  |                            
|                                                                        |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                                        |  | 2007                        |        |   | 2006                       |   |        | 2007 |  |   | 2006    |  
|SG&A expenses, net                                                      |  | $                           | 3,627  |   |                            | $ | 4,612  |      |  | $ | 11,462  |   |  | $ | 12,217  |  
|Share-based compensation expense                                        |  |                             | 399    |   |                            |   | 373    |      |  |   | 1,122   |   |  |   | 1,357   |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total SG&A expenses                                                     |  | $                           | 4,026  |   |                            | $ | 4,985  |      |  | $ | 12,584  |   |  | $ | 13,574  |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|                                                                        |  |                             |        |  
|Product development expenses, net                                       |  | $                           | 650    |   |                            | $ | 793    |      |  | $ | 2,263   |   |  | $ | 2,095   |  
|Share-based compensation expense                                        |  |                             | 60     |   |                            |   | 64     |      |  |   | 180     |   |  |   | 187     |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total product development expenses                                      |  | $                           | 710    |   |                            | $ | 857    |      |  | $ | 2,443   |   |  | $ | 2,282   |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|                                                                        |  |                             |        |  
|Cost of revenues, net                                                   |  | $                           | 797    |   |                            | $ | 358    |      |  | $ | 1,850   |   |  | $ | 1,019   |  
|Share-based compensation expense                                        |  |                             | 3      |   |                            |   | 4      |      |  |   | 10      |   |  |   | 14      |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total cost of revenues                                                  |  | $                           | 800    |   |                            | $ | 362    |      |  | $ | 1,860   |   |  | $ | 1,033   |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  

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 Free InterestRate |  | DividendYield |   |  | VolatilityFactor |  | WeightedAverageOption Life(Months)
|Fiscal year 2007 |  | 4.2%                   |  | 0             | % |  | 68% - 74%        |  | 33-48                             
|Fiscal year 2006 |  | 3.3% - 4.2%            |  | 0             | % |  | 74%              |  | 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
March 31, 2007 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                            |  | 524              |   |  |                              | 2.21 |                                                 |      |                         |   |  
|Forfeited                          |  | (448             | ) |  |                              | 4.72 |                                                 |      |                         |   |  
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Outstanding, March 31, 2007        |  | 4,360            |   |  | $                            | 4.65 |                                                 | 6.81 |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Exercisable at March 31, 2007      |  | 3,113            |   |  | $                            | 5.02 |                                                 | 5.76 |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Expected to vest at March 31, 2007 |  | 955              |   |  | $                            | 3.72 |                                                 | 3.72 |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  



|                             |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|---------------------------- |  | ---------------- | - |  | ---------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -
|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, March 31, 2007  |  | 340              |   |  | $                            | 4.47 |                                                 | 7.50 |                         | $ | 
|                             |  |                  |   |  |                              |      |                                                 |      |                         |   |  

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 March 31, 2007, and changes in such options during the nine month period
then ended are summarized below (in thousands, except per share and average life data):



|                                 |  |                  |   |  |                                    |      |                                                 |      |                         |   |  
|-------------------------------- |  | ---------------- | - |  | ---------------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -
|                                 |  | Number ofOptions |   |  | WeightedAverageGrantDate FairValue |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Unvested balance, June 30, 2006  |  | 1,820            |   |  | $                                  | 1.12 |                                                 |      |                         |   |  
|Granted                          |  | 589              |   |  |                                    | 0.75 |                                                 |      |                         |   |  
|Vested                           |  | (1,018           | ) |  |                                    | 1.16 |                                                 |      |                         |   |  
|Forfeited                        |  | (144             | ) |  |                                    | 1.15 |                                                 |      |                         |   |  
|                                 |  |                  |   |  |                                    |      |                                                 |      |                         |   |  
|Unvested balance, March 31, 2007 |  | 1,247            |   |  | $                                  | 0.89 |                                                 | 6.01 |                         | $ | 
|                                 |  |                  |   |  |                                    |      |                                                 |      |                         |   |  

As of March 31, 2007, there was $946,000 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 21 months.

There were no options exercised during the nine months ended March 31, 2007 and 6,700 options exercised during the nine months ended March 31 2006. The total intrinsic value of those options was $14,000. The
weighted average grant date fair value of options granted during the nine month periods ended March 31, 2007 and 2006 was approximately $0.75 and $0.79, respectively. These values were calculated using the Black-Scholes option-pricing model.

The total fair value of options vested was $1,184,600 and $625,000 for the nine month periods ended March 31, 2007 and 2006,
respectively.

During fiscal 2006 the Company issued 375,000 stock options to an independent consultant, exercisable at $3.25 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.

Effective January 17, 2007, the Board of Directors amended the terms of existing stock options previously granted to the Companys current employees whereby such options expire ten years from the original grant date. The
incremental share-based compensation expense related to this change is being amortized as the related options vest.

On January 17,
2007, the shareholders approved several amendments to the 2001 Non-Executive Director Stock Option Plan whereby non-executive director stock options expire ten years from the original date of grant, non-executive directors will have up to two years
to exercise their options after leaving the board and may elect to receive up to 50% of their cash director compensation in restricted common stock of the Company issued at fair value in accordance with the terms of the Plan. For the period ending
March 31, 2007, the Company issued 17,075 shares of restricted common stock (valued at approximately $25,000) to certain non-executive directors in connection with this program.

4. Comprehensive Loss:



|                                |  |                              |        |   |                             |   |        |      |  |   |         |   |  |   |         |  
|------------------------------- |  | ---------------------------- | ------ | - | --------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                |  | Three Months Ended March 31, |        |   | Nine Months Ended March 31, |  
|                                |  | 2007                         |        |   | 2006                        |   |        | 2007 |  |   | 2006    |  
|Net loss                        |  | $                            | (3,381 | ) |                             | $ | (4,601 | )    |  | $ | (11,488 | ) |  | $ | (11,902 | )
|Currency translation adjustment |  |                              | 25     |   |                             |   | 8      |      |  |   | 30      |   |  |   | (9      | )
|                                |  |                              |        |   |                             |   |        |      |  |   |         |   |  |   |         |  
|Comprehensive loss              |  | $                            | (3,356 | ) |                             | $ | (4,593 | )    |  | $ | (11,458 | ) |  | $ | (11,911 | )
|                                |  |                              |        |   |                             |   |        |      |  |   |         |   |  |   |         |  



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)



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 operates in one reportable segment. The Companys Security Software Solutions business operates in the United States and Germany and is engaged in the development and sale of software and software services that enable
enterprises and individuals to exchange information securely and conduct trusted business transactions. In the United States these services generally incorporate its proprietary content authentication technology in the form of the United States
Postal Service Electronic Postmark®(EPM). In Germany these applications provide
electronic signature and time stamping solutions for use with a variety of corporate processes including electronic billing and archiving business processes in the European market. The software applications offered in Europe are compliant with the
German Signature Act and European guidelines. Our software applications and services are sold through a direct sales effort and reseller arrangements.

Revenues from external customers for our Security Software Solutions business include revenues from our German operations of approximately $1,324,000 and $2,406,000 for the three and nine month periods ended
March 31, 2007 and $884,000 and $1,988,000 for the three and nine month periods ended March 31, 2006. This operation had assets of approximately $2,103,000 and $1,201,000 at March 31, 2007 and 2006, respectively.

Revenues and operating income (loss) from discontinued operations are as follows (in thousands):



|                        |  |                             |       |   |                            |   |       |      |  |      |       |  |   |       |  
|----------------------- |  | --------------------------- | ----- | - | -------------------------- | - | ----- | ---- |  | ---- | ----- |  | - | ----- | -
|                        |  | Three Months EndedMarch 31, |       |   | Nine Months EndedMarch 31, |  
|                        |  | 2007                        |       |   | 2006                       |   |       | 2007 |  | 2006 |      
|Revenues                |  | $                           | 2,082 |   |                            | $ | 3,143 |      |  | $    | 7,798 |  | $ | 9,277 |  
|                        |  |                             |       |  
|Operating income (loss) |  | $                           | (128  | ) |                            | $ | (174  | )    |  | $    | 133   |  | $ | (257  | )
|                        |  |                             |       |   |                            |   |       |      |  |      |       |  |   |       |  

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.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)



7. 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 nine months ended March 31, 2007 there were no adverse developments or changes that required such an assessment and the carrying amount of goodwill has not changed. Approximately $7,291,000 for
goodwill relates to our business in Germany.

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



|                      |  |                     |       |                         |   |                |  |                     |     |                         |   |                |  |   |     |  |   |    
|--------------------- |  | ------------------- | ----- | ----------------------- | - | -------------- |  | ------------------- | --- | ----------------------- | - | -------------- |  | - | --- |  | - | ---
|                      |  | March 31, 2007      |       | June 30, 2006          
|                      |  | GrossCarryingAmount |       | AccumulatedAmortization |   | Net Book Value |  | GrossCarryingAmount |     | AccumulatedAmortization |   | Net Book Value
|Patents               |  | $                   | 342   |                         | $ | 112            |  | $                   | 230 |                         | $ | 342            |  | $ | 98  |  | $ | 244
|Trademarks            |  |                     | 146   |                         |   | 37             |  |                     | 109 |                         |   | 146            |  |   | 32  |  |   | 114
|Acquired technologies |  |                     | 72    |                         |   | 68             |  |                     | 4   |                         |   | 72             |  |   | 54  |  |   | 18 
|Licenses              |  |                     | 1,040 |                         |   | 736            |  |                     | 304 |                         |   | 750            |  |   | 590 |  |   | 160
|                      |  |                     |       |                         |   |                |  |                     |     |                         |   |                |  |   |     |  |   |    
|Total                 |  | $                   | 1,600 |                         | $ | 953            |  | $                   | 647 |                         | $ | 1,310          |  | $ | 774 |  | $ | 536
|                      |  |                     |       |                         |   |                |  |                     |     |                         |   |                |  |   |     |  |   |    

The Company amortizes other intangible assets under the straight line method. Amortization expense was
approximately $179,000 for the nine months ended March 31, 2007. Amortization expense for the next five fiscal years is expected to be as follows (in thousands):



|     |  |   |    
|---- |  | - | ---
|2007 |  | $ | 203
|2008 |  |   | 83 
|2009 |  |   | 83 
|2010 |  |   | 71 
|2011 |  |   | 70 

8. Shareholders Equity

The changes in Shareholders Equity for the nine months ended March 31, 2007 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        |  |                |  |             |   |               |  |                    |        |  |                                            | (53      | ) |                          |   |    |   |  |   | (53     | )
|Share-based compensation expense |  |                |  |             |   |               |  |                    | 1,425   |  |                                            |         |   |                          |   |    |   |  |   | 1,425   |  
|Issuance of common stock         |  |                |  |             |   |               |  |                    | 25      |  |                                            |          |   |                          |   |     |   |  |   | 25      |  
|Currency translation adjustment  |  |                |  |             |   |               |  |                    |        |  |                                            |         |   |                          |   | 30  |   |  |   | 30      |  
|Net loss                         |  |                |  |             |   |               |  |                    |        |  |                                            | (11,488  | ) |                          |   |    |   |  |   | (11,488 | )
|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |         |  
|Balance, March 31, 2007          |  | $              | 3 |             | $ | 34             |  | $                  | 163,836 |  | $                                          | (117,533 | ) |                          | $ | (66 | ) |  | $ | 46,274  |  
|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |         |  

During the nine months ended March 31, 2007, no stock options or common stock warrants were
exercised.



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Notes to Condensed Consolidated Financial Statements (Unaudited)



9. 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.

10. Commitments and Contingencies

We were 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 wasBerwyn 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 was the defendant to an
action commenced by Berwyn Capital. The third party complaint alleged a claim for breach of contract and indemnification. On November 13, 2006 we entered into a settlement agreement with Berwyn Capital and on January 19, 2007 we entered
into a settlement agreement with Shore Venture Group and Berwyn Capital, pursuant to which each of the parties agreed to a release of judgment, withdraw their appeals and a termination of all proceedings relating to this matter, without any
admissions of wrongdoing or fault on our part. On January 23, 2007 Berwyn Capital, Shore Venture Group and we filed a joint stipulation of dismissal of appeals with the United States Court of Appeals for the 3rdCircuit and on January 24, 2007 the United States Court of Appeals for the 3rdCircuit issued an order dismissing the appeals. On January 30, 2007 each of Berwyn Capital and Shore Venture Group filed a satisfaction of judgment with
the United States District Court for the Eastern District of Pennsylvania. All amounts paid by us under these settlement agreements were 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 or more of our patent applications, and damages 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. On December 4, 2006 we filed a response to the demand and
are defending the action vigorously. The parties are currently in the discovery phase of the arbitration. 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



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Notes to Condensed Consolidated Financial Statements (Unaudited)



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 moved to dismiss the second amended complaint on November 13, 2006, the motion is pending before the court.

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. 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 was titled TimeCertain LLC vs. Authentidate Holding Corporation, Authentidate, Inc. and NCipher Inc. As a result of a Markman hearing to determine the meaning of the claims of the patents at issue, on December 22, 2006 the
Court issued a final Order construing the claims of the patents at issue. The claim construction Order was very favorable for us and adopted the meanings that we propounded for the claim terms. On February 16, 2007, the parties entered into a
settlement agreement favorable to the Company pursuant to which TimeCertain agreed to dismiss all of its claims in the lawsuit with prejudice. On February 26, 2007, the Court issued a final Order dismissing all of TimeCertains claims with
prejudice, thereby ending this lawsuit.

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, the initial term of our alliance agreement with the USPS will expire in July 2007 unless the parties agree to extend the agreement. No assurances can be given that the parties will agree to extend the agreement.

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. 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 have submitted our response to the RFI and continue to operate under our strategic alliance agreement with the USPS. We are currently the only provider designated by the USPS to offer the EPM
service.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)



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 March 31, 2007, 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 software and software services that enable enterprises and individuals to exchange
information securely and conduct trusted business transactions. Through its subsidiaries, AHC provides software applications and software 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 offerings focus on workflow management, content authentication and electronic signature and time stamping 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.

On
January 10, 2007, the Company announced that it had entered into a non-binding letter of intent for the sale of the Document Management Solutions and Systems Integration businesses to a group headed by two members of the businesses
current senior management team. According to the letter of intent, the Company will receive approximately $8.5 million for the businesses and related assets, which include cash of $750,000 and the land and building located in Schenectady, New York.
Approximately $7 million of the selling price will be received in cash and the Company will finance the balance through a long term note. We are in the process of negotiating a definitive acquisition agreement with the purchasing group. Although no
assurances can be given that we will be successful in completing this transaction on these terms, or at all, we anticipate that a transaction may be completed by the end of our fiscal year ending June 30, 2007.

The Document Management Solutions and Systems Integration businesses and the related assets and liabilities have been presented as discontinued
operations and assets held for sale in the condensed consolidated financial statements for all periods presented. The results of operations for discontinued operations were not significant for these periods.

The Company operates its Security Software Solutions business in the United States and Germany. In
the United States the business is engaged in the development and sale of software services that incorporate our proprietary content authentication technology in the form of the USPS Electronic Postmark®(EPM). 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. In Germany the business is engaged in the development and sale of software applications that provide electronic signature and time stamping
capabilities for a variety of corporate processes including electronic billing and archiving solutions. Our software applications offered in Europe are compliant with the German Digital Signature Act and European guidelines. We sell our software
applications and software services through a direct sales effort and reseller arrangements.

During 2005 we shifted to our current
solutions-based market approach in the United States to facilitate the adoption of our content authentication technology (EPM) and have continued our focus on the healthcare sector. Through August 2006, we developed several applications to
complement our CareCert  service which was developed in 2004 including CareFax and an Electronic Claims Attachment (ECA) application. Building on our experience with customers in our target markets, in October 2006, we



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announced the launch of Inscrybe Healthcare, a new web-based information exchange platform for the healthcare industry. Inscrybe Healthcare
accommodates interchangeable modes of communication including the web and faxes, and is designed to enable healthcare industry participants, such as physicians, hospitals, home health agencies, equipment providers, pharmacies, payors, regulators and
others 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. Since October 2006, we have migrated our CMN (Certificate of
Medical Necessity) and Electronic Claims Attachment (ECA) service offerings to Inscrybe Healthcare and added a digital Plan of Care module for the Inscrybe Healthcare platform, 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. In April 2007 we announced our eOrder module for Inscrybe Healthcare which offers a robust array of
benefits to homecare providers, including the ability to better serve referring physicians. The eOrder module enables physicians offices and other healthcare professionals to place orders with homecare providers and complete the associated
paperwork simply and securely using a web-based catalog. We plan to develop additional modules to provide customers with an integrated suite of applications to serve their business needs.

In November 2006, we began a beta test of TrueBlue, our new web-based electronic document authentication and exchange service targeted primarily at
office professionals in a variety of document intensive market sectors. TrueBlue brings together the power of online communications with a number of essential features such as e-signature capabilities and content authentication using the EPM that
can be flexibly combined and applied to a wide variety of uses. A commercial launch of TrueBlue is expected to occur by the end of our 2007 fiscal year.

We intend to continue our efforts to market our software applications and software services in the United States 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 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, implementations and ramp-up to full utilization 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, the initial term of our alliance
agreement with the USPS will expire in July 2007 unless the parties agree to extend the agreement. No assurances can be given that the parties will agree to extend the agreement.

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. 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 have submitted our response to the RFI and continue to operate under our strategic alliance agreement with the USPS. We are currently the only provider designated by the USPS to offer the EPM service.

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.



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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, maintenance arrangements, hosting services, Electronic Postmark (EPM) sales 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 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.

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 or other impairments exist. We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. We make estimates on the future recoverability of capitalized goodwill which is highly dependent on the future success of marketing and sales, 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 and we make assumptions in connection with the calculations of stock compensation expense. 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



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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.

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 Free InterestRate |  | DividendYield |   |  | VolatilityFactor |  | WeightedAverageOption Life(Months)
|Fiscal year 2007 |  | 4.2%                   |  | 0             | % |  | 68% - 74%        |  | 33-48                             
|Fiscal year 2006 |  | 3.3% - 4.2%            |  | 0             | % |  | 74%              |  | 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.

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 (continuing operations, except where noted)

Three and nine months ended March 31, 2007 compared to three
and nine months ended March 31, 2006.

Revenues increased approximately 42% to $1,793,000 for the quarter ended March 31,
2007, compared to $1,265,000 for the prior year period. These results reflect increases in transaction volumes and new customers in both our US and German operations. Revenues for the nine months ended March 31, 2007 reflect the same trends as
the quarter and increased slightly to $3,678,000 from $3,645,000 for the prior year which included approximately $623,000 related to the amortization of deferred revenue and other one-time revenues. Excluding these one-time revenues from the prior
year results, revenues increased approximately 22%.

Cost of revenues increased to $800,000 for the quarter ended March 31, 2007,
compared to $362,000 for the prior year period. This increase reflects the increase in revenues discussed above and an increase in amortization expense for capitalized software development costs. Cost of revenues for the nine months ended
March 31, 2007 increased to $1,860,000 compared to $1,033,000 for the same period in the prior year due primarily to the increase in amortization discussed above.



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Selling, general and administrative (SG&A) expenses decreased to $4,026,000 for the quarter ended
March 31, 2007, compared to $4,985,000 for the same period in 2006. This decrease reflects cost management activities for the quarter which were offset in-part by legal expenses for on-going actions of approximately $500,000. SG&A expenses
for the nine months ended March 31, 2007 decreased to $12,584,000 compared to $13,574,000 for the comparable period in 2006. This decrease reflects cost management and lower share based compensation expense offset primarily by legal expenses
for on-going actions of approximately $1,800,000. The prior year amounts are also higher because they include accrued severance of approximately $670,000 for the quarter and year-to-date periods.

Product development expenses decreased to $710,000 for the quarter ended March 31, 2007, compared to $857,000 for the comparable period in 2006.
Product development spending relates primarily to our investment in our US business and fluctuates period to period based on the amounts capitalized. Total spending for the quarter, including capitalized amounts, was $1,105,000 compared to
$1,403,000 for the prior year. Product development expenses for the nine months ended March 31, 2007 increased to $2,443,000 compared to $2,282,000 for the comparable period in 2006. Total spending for the period was $3,613,000 compared to
$3,827,000 for the prior year.

Interest and other income decreased $22,000 to $490,000 for the quarter ended March 31, 2007 and was
essentially flat for the nine month periods ended March 31, 2007 and 2006. These trends reflect higher interest rates during the current year periods, net of the effect of lower cash and investment balances as we continue to invest in our
business.

Net loss from continuing and discontinued operations for the quarter ended March 31, 2007 was $3,381,000, or $0.10 per
share, compared to $4,601,000, or $0.13 per share, for the quarter ended March 31, 2006. Net loss from continuing and discontinued operations for the nine months ended March 31, 2007 was $11,488,000, or $0.33 per share, compared to
$11,902,000, or $0.35 per share, for the comparable period in 2006. Amounts for discontinued operations were not significant for the periods presented. The decrease in net loss reflects the increase in revenues and the cost management activities
discussed above. These improvements were offset to some extent by the higher legal expenses during fiscal 2007.

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.

Property, plant and equipment expenditures totaled approximately $308,000, software license expenditures totaled approximately $287,000 and capitalized
software development expenditures totaled approximately $1,170,000 for the nine months ended March 31, 2007. We have developed and intend to continue to develop new applications to grow our business and address new markets.

Cash Flows

At March 31, 2007, cash, cash
equivalents and marketable securities amounted to approximately $32,414,000 and total assets at that date were $53,325,000. These amounts have decreased since June 30, 2006 by $13,491,000 and $11,209,000, 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 nine months ended March 31, 2007. Cash used for the period also includes
expenditures of approximately $2,400,000 for on-going legal actions and settlements and $430,000 for payment of accrued severance obligations. 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 nine months ended March 31, 2007 was
$11,907,000 compared to $10,173,000 for the comparable period in 2006. This increase is due primarily to the legal expenditures discussed above and changes in working capital.



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Net cash used by investing activities, excluding purchases and sales of marketable securities, was
$1,765,000 for the nine months ended March 31, 2007, compared to $2,990,000 for the comparable period in 2006. This decrease relates primarily to the amount of product development spending capitalized in 2007.

Cash flows from financing activities for the nine months ended March 31, 2007 and 2006 were not significant.

Cash flows for discontinued operations were not significant for the nine months ended March 31, 2007.

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 grow our Security Software Solutions business, 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 level of 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.

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
March 31, 2007, no shares of the Series B preferred stock have been redeemed.

We are the defendant or respondent in a proceeding
arising out of our contractual relationships with Shore Venture Group, LLC alleging that we have infringed certain patent rights. The complaint,, the relief sought and the current status of the action is 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.



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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 Grobenbaumer 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 Other and 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 severance payments as set forth in his employment agreement equal to his base salary for twenty-four months through January 2007. We also agreed to retain him to provide
consulting services to us for a one year term. 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 were accrued in fiscal 2005.

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 continues to serve on our
board of directors. The full cost of this arrangement was accrued during the year ended June 30, 2006 and paid in full by September 30, 2006.

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. Additionally, we will be required to pay an earn out equal to a percentage of net income based on the performance of this division for the period December 6, 2007 through December 5, 2012.



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Contractual Commitments

A summary of the contractual commitments associated with our lease obligations as of March 31, 2007 is as follows (in thousands):



|                       |  |       |       |                 |   |           |  |           |       |                  |   |       |  |   |      
|---------------------- |  | ----- | ----- | --------------- | - | --------- |  | --------- | ----- | ---------------- | - | ----- |  | - | -----
|                       |  | Total |       | Less than 1year |   | 1-3 years |  | 4-5 years |       | More than 5years
|Total operating leases |  | $     | 4,809 |                 | $ | 469       |  | $         | 1,101 |                  | $ | 1,087 |  | $ | 2,152
|                       |  |       |       |                 |   |           |  |           |       |                  |   |       |  |   |      

Total operating leases do not reflect contingencies associated with our contract with Health
Fusion, Inc. or 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 March 31, 2007, 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.

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.

In February 2007, the FASB issued Financial Accounting Standard (FAS)
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS No. 159 provides an option to report selected financial assets and financial liabilities using fair value. The standard establishes
required presentation and disclosures to facilitate comparisons with companies that use different measurements for similar assets and liabilities. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early
adoption allowed only if FAS No. 157 is also adopted. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We have approximately $24,063,000 invested in high quality, short term investments as of March 31, 2007. 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 March 31, 2007, our unrestricted cash and marketable securities totaled $32,414,000, 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

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 March 31, 2007 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 were 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 was the defendant to an action commenced by Berwyn Capital. The third party complaint alleged a claim for breach of contract and indemnification. On November 13, 2006 we entered into a settlement agreement
with Berwyn Capital and on January 19, 2007 we entered into a settlement agreement with Shore Venture Group and Berwyn Capital, pursuant to which each of the parties agreed to a release of judgment, withdraw their appeals and a termination of
all proceedings relating to this matter, without any admissions of wrongdoing or fault on our part. On January 23, 2007 Berwyn Capital, Shore Venture Group and we filed a joint stipulation of dismissal of appeals with the United States Court of
Appeals for the 3rdCircuit and on January 24, 2007 the United States Court of Appeals for the 3rdCircuit issued an order dismissing the appeals. On January 30, 2007 each of Berwyn Capital and Shore Venture Group filed
a satisfaction of judgment with the United States District Court for the Eastern District of Pennsylvania. All amounts paid by us under these settlement agreements were recorded as an expense during the year ended June 30, 2006.



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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 or more 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. On
December 4, 2006 we filed a response to the demand and are defending the action vigorously. The parties are currently in the discovery phase of the arbitration. 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.

As previously reported, we are defendants in a purported shareholder class action alleging violations of the Securities Exchange Act of 1934 and the
Securities Act of 1933 and shareholder derivative lawsuits based on substantially the same allegations as in the class action complaints. No material developments in these proceedings occurred during the quarter ended March 31, 2007. The
current status of these proceedings are described in detail in Note 10 to our condensed consolidated financial statements.

In addition, in
August 2005, we were notified of the filing of a complaint in which the plaintiff alleged 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 was titled TimeCertain LLC vs. Authentidate Holding Corporation, Authentidate, Inc. and NCipher
Inc. As a result of a Markman hearing to determine the meaning of the claims of the patents at issue, on December 22, 2006 the Court issued a final Order construing the claims of the patents at issue. The claim construction Order was very
favorable for us and adopted the meanings that we propounded for the claim terms. On February 16, 2007, the parties entered into a settlement agreement favorable to the Company pursuant to which TimeCertain agreed to dismiss all of its claims
in the lawsuit with prejudice. On February 26, 2007, the Court issued a final Order dismissing all of TimeCertains claims with prejudice, thereby ending this lawsuit.

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.

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 $11,488,000 for the nine months ended March 31, 2007. We have expended, and will continue to be required to expend,
substantial funds to pursue product development projects and enhance marketing and sales efforts for our Security Software Solutions products and to otherwise operate our business. Therefore, we will need to generate higher revenues from our
Security Software Solutions business to achieve and maintain profitability and cannot



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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 business, 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 business, such as our Inscrybe Healthcare platform and related modules and our
TrueBlue offering. Due to these expenditures, we have incurred significant losses to date. We used approximately $13,743,000 and $10,795,000 in cash for continuing operating activities for the fiscal years ended June 30, 2006 and 2005,
respectively, and used approximately $11,907,000 in cash for continuing operating activities in the nine months ended March 31, 2007. We expect the proceeds received from our February 2004 private financing, in which we raised approximately
$69,100,000 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 business, 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 recently enacted legislation regarding the USPS. On December 20,
2006, the President signed into law PL 109-435. This statute defines as postal services essentially the carriage of paper and printed matter, but grandfathers other services that were being offered by the USPS as of
January 1, 2006, which we believe would include the EPM. Therefore, the statute permits USPS to continue providing the EPM service. However, the legislation further directs the Postal Regulatory Commission (PRC) to review
non-postal services within two years to determine whether they should continue taking into account the public need for the service and the ability of the private sector to meet the public need for the service. Based upon this
language, the PRC may review the EPM and other services to determine whether there is an ongoing need for such services and whether the USPS should continue to offer the services to meet any such public need. Accordingly, there can be no assurance
the USPS will elect 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, the initial term of our alliance agreement with the USPS
will expire in July 2007 unless the parties agree to extend the agreement. No assurances can be given that the parties will agree to extend the agreement.

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. 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 have submitted our response
to the RFI and continue to operate under our strategic alliance agreement with the USPS. We are currently the only provider designated by the USPS to offer the EPM service.



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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 of our management and the cooperation, performance and retention of our executive officers and key employees.

Our business and operations are substantially dependent on the performance of our senior management team and executive officers. These persons have worked together for only a short period of time. If our management
team is unable to perform 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. 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 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 FAS123(R)
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 and 2007 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.



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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 March 31, 2007, 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 received a base salary of approximately, $257,000 through March 2007, assuming current exchange rates. We
have extended this agreement through May 2007 pending our negotiations with him of a new employment agreement. Further, for the fiscal years ended June 30, 2005 and 2006, and the nine months ended March 31, 2007, we advanced or made
capital investments of approximately $2,600,000 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 and TrueBlue, 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 business 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 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 seven issued foreign patents. In addition, we have nine 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 in the European Community. We have also sought to register a number of
additional trademarks in the US and certain foreign markets, including Authentimark, Authentifax, Inscrybe, TrueBlue, Electronic Trust Mark, ETM and CareFax.



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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 had
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. This matter has resulted in a favorable settlement for the
Company in which all of the plaintiffs claims were dismissed with prejudice and the case terminated (for additional information, see Part II, Item 1, Legal Proceedings). We have investigated 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 or more 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. On December 4, 2006 we filed a response to the demand and are defending 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 and solutions, 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 services. In addition, our focus on building our Security Software
Solutions business software products is concentrated within the market for products and services 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.

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 business, 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;
| | - |  | ---------------------------------------



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| |  |  | 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  and TrueBlue 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 business 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;
| | - |  | ------------------------



| |  |  | 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.



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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 services 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.

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.



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

We are engaged in the highly competitive businesses of developing software-based workflow and authentication products. 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.

Our Security Software Solutions segment, including Inscrybe Healthcare, TrueBlue, the USPS EPM and our electronic signing solutions 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 will
achieve market acceptance.

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 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.

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.



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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 nine months ended March 31, 2007, our stock price has traded
in the range of $1.20 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, dispositions, 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.

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 March 31, 2007, the following options and warrants were outstanding:



| |  |  | Stock options to purchase approximately 4,700,000 shares of common stock at exercise prices ranging from $1.50 to $16.00 per share, not all of which are immediately
exercisable. The weighted average exercise price of the outstanding stock options is $4.63 per share. These stock options are employee and non-executive director options.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Immediately exercisable warrants to purchase approximately 714,000 shares of common stock at exercise prices ranging from $2.60 to $20.00 per share. The weighted
average exercise price of the outstanding warrants is $7.77.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stock options to purchase 375,000 shares of common stock at an exercise price of $3.25 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



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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 March 31, 2007, there were approximately 1,694,000 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
|--- | --------------------------------

For the quarter
ended March 31, 2007, we issued an aggregate of 17,075 shares of our common stock to those of our non-executive directors that elected to receive shares of common stock in lieu of a portion of the cash fees earned for their service as members
of our board of directors pursuant to our 2001 Non-Executive Director Stock Option Plan, as amended. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.



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



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

We did not
repurchase any of our equity securities during the quarter ended March 31, 2007.



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

None.



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

We held our Annual Meeting of shareholders on January 17, 2007. At the Annual Meeting, shareholders were requested to vote on the following proposals, both of which were approved. Our shareholders voted as follows:

Proposal 1: To elect the following nominees as directors to hold office until the next annual meeting of stockholders or until his successor has been
duly elected and qualified:



|                    |  |            |  |          
|------------------- |  | ---------- |  | ---------
|Nominee             |  | For        |  | Withheld 
|Surendra Pai        |  | 27,361,971 |  | 623,815  
|                    |  |           
|John J. Waters      |  | 26,651,148 |  | 1,334,638
|                    |  |           
|J. Edward Sheridan  |  | 26,854,635 |  | 1,131,151
|                    |  |           
|Charles J. Johnston |  | 27,046,223 |  | 939,563  
|                    |  |           
|J. David Luce       |  | 27,394,025 |  | 591,761  
|                    |  |           
|F. Ross Johnson     |  | 27,551,463 |  | 434,323  
|                    |  |           
|Ranjit C. Singh     |  | 27,340,263 |  | 645,523  
|                    |  |           
|Roger O. Goldman    |  | 27,159,032 |  | 826,754  

Proposal 2: To approve the amendments to of the 2001 Non Executive Director Stock
Option Plan (the Director Plan), which includes the following key changes: (i) to modify the duration of awards granted under the Director Plan to ten years from the grant date; (ii) to provide that in the event of a
non-executive directors termination of service as a director, other than for cause or death or disability, the options held by such director shall terminate two years from the date of termination of service; and (iii) to provide that
non-executive directors have the option to elect to receive up to 50% of their cash director compensation in restricted shares of our common stock:



|           |  |           |  |         |  |                 
|---------- |  | --------- |  | ------- |  | ----------------
|For        |  | Against   |  | Abstain |  | Broker Non-Votes
|11,216,711 |  | 1,127,545 |  | 72,345  |  | 15,569,188      



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

We have agreed to extend
our employment agreement with Jan C. Wendenburg, the Chief Executive Officer of our subsidiary Authentidate International, AG through the end of May 2007, pending our negotiations with him on a new employment agreement. No assurances can be given,
however, that we will reach an agreement with Mr. Wendenburg concerning our employment relationship with him, in which event we may be obligated to pay him a severance payment equal to one year of his base salary.



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|Item 6. | Exhibits
|------- | --------

The following exhibits are filed herewith
or incorporated by reference.



|              |  |                                                                                                                                                                             |  |                            |  |          |  |         |  |               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- |  | -------- |  | ------- |  | --------------
|              |  |                                                                                                                                                                             |  | Incorporated by Reference  |  |         
|ExhibitNumber |  | Exhibit Description                                                                                                                                                         |  | Form                       |  | Dated    |  | Exhibit |  | Filed Herewith
|10.1          |  | 2001 Non-Executive Director Stock OptionPlan, as amended                                                                                                                    |  | Definitive Proxy Statement |  | 12/15/06 |  | B       |  |               
|              |  |                                                                                                                                                                             |  |                            | 
|31.1          |  | Certification of Chief Executive Officerpursuant to Section 302 of the Sarbanes-OxleyAct of 2002                                                                            |  |                            |  |          |  |         |  | X             
|              |  |                                                                                                                                                                             |  |                            | 
|31.2          |  | Certification of Chief Financial Officer pursuantto Section 302 of the Sarbanes-Oxley Act of2002                                                                            |  |                            |  |          |  |         |  | X             
|              |  |                                                                                                                                                                             |  |                            | 
|32.1          |  | Certification of Chief Executive Officer andChief Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section906 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.          |  | 
|             |  |                                    
|May 10, 2007 |  | /s/ Surendra Pai                    |  | 
|Date         |  | Surendra Pai                        |  | 
|             |  | President & Chief Executive Officer |  | 
|             |  |                                    
|             |  | /s/ William A. Marshall             |  | 
|             |  | William A. Marshall                 |  | 
|             |  | Chief Financial Officer & Treasurer |  | 



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