##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(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, 2008



| ̈ | 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





Authentidate Holding Corp.

(Exact name of registrant as specified in its
charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 14-1673067                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                                                   |  |           
|---------------------------------------------------------------------------------- |  | ----------
|Connell Corporate Center 300 Connell Drive, 5thFloor, Berkeley Heights, New Jersey |  | 07922     
|(Address of principal executive offices)                                           |  | (Zip Code)

(908) 787-1700

(Registrants telephone number, including area code)



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





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

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



|                          |  |                            
|------------------------- |  | ---------------------------
|Large accelerated filer  ̈ |  | Accelerated filer x        
|Non-accelerated filer  ̈   |  | Smaller reporting company  ̈

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

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



|                                         |  |                           
|---------------------------------------- |  | --------------------------
|Class                                    |  | Outstanding at May 2, 2008
|Common Stock, $0.001 par value per share |  | 34,536,936 shares         









---

##### 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                                                                     |  | 24
|           |  |                                                                                      
|Item 1A.   |  | Risk Factors                                                                          |  | 25
|           |  |                                                                                      
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 34
|           |  |                                                                                      
|Item 3.    |  | Defaults upon Senior Securities                                                       |  | 34
|           |  |                                                                                      
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 34
|           |  |                                                                                      
|Item 5.    |  | Other Information                                                                     |  | 34
|           |  |                                                                                      
|Item 6.    |  | Exhibits                                                                              |  | 35
|           | 
|Signatures |  | 36                                                                                   



2



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Balance Sheets





|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ------------ | - | -------- | -
|(in thousands, except per share data)                                                                                                               |  | March 31,2008(Unaudited) |          |   | June 30,2007 |  
|Assets                                                                                                                                              |  |                          |          |   |              |   |          |  
|Current assets                                                                                                                                      |  |                          |          |   |              |   |          |  
|Cash and cash equivalents                                                                                                                           |  | $                        | 5,879    |   |              | $ | 8,735    |  
|Restricted cash                                                                                                                                     |  |                          | 521      |   |              |   | 521      |  
|Marketable securities                                                                                                                               |  |                          |         |   |              |   | 22,896   |  
|Accounts receivable, net                                                                                                                            |  |                          | 953      |   |              |   | 1,543    |  
|Prepaid expenses and other current assets                                                                                                           |  |                          | 626      |   |              |   | 399      |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Total current assets                                                                                                                                |  |                          | 7,979    |   |              |   | 34,094   |  
|Marketable securities                                                                                                                               |  |                          | 12,352   |   |              |   |         |  
|Property and equipment, net                                                                                                                         |  |                          | 1,121    |   |              |   | 1,078    |  
|Note receivable, net of deferred gain of $2,000                                                                                                     |  |                          |         |   |              |   |         |  
|Other assets                                                                                                                                        |  |                          |          |   |              |   |          |  
|Software development costs, net                                                                                                                     |  |                          | 2,549    |   |              |   | 2,463    |  
|Goodwill                                                                                                                                            |  |                          | 7,341    |   |              |   | 7,341    |  
|Other assets                                                                                                                                        |  |                          | 1,493    |   |              |   | 1,609    |  
|Assets held for sale                                                                                                                                |  |                          | 2,119    |   |              |   | 2,119    |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Total assets                                                                                                                                        |  | $                        | 34,954   |   |              | $ | 48,704   |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Liabilities and Shareholders Equity                                                                                                                |  |                          |          |   |              |   |          |  
|Current liabilities                                                                                                                                 |  |                          |          |   |              |   |          |  
|Accounts payable and accrued expenses                                                                                                               |  | $                        | 2,552    |   |              | $ | 3,992    |  
|Deferred revenue                                                                                                                                    |  |                          | 1,250    |   |              |   | 1,230    |  
|Other current liabilities                                                                                                                           |  |                          | 43       |   |              |   | 157      |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Total current liabilities                                                                                                                           |  |                          | 3,845    |   |              |   | 5,379    |  
|Long-term deferred revenue                                                                                                                          |  |                          | 140      |   |              |   | 140      |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Total liabilities                                                                                                                                   |  |                          | 3,985    |   |              |   | 5,519    |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|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, 34,502 and 34,430 issued and outstanding on March 31, 2008 and June 30,
2007, respectively |  |                          | 35       |   |              |   | 34       |  
|Additional paid-in capital                                                                                                                          |  |                          | 165,362  |   |              |   | 164,336  |  
|Accumulated deficit                                                                                                                                 |  |                          | (134,356 | ) |              |   | (121,125 | )
|Accumulated other comprehensive loss                                                                                                                |  |                          | (75      | ) |              |   | (63      | )
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Total shareholders equity                                                                                                                          |  |                          | 30,969   |   |              |   | 43,185   |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  
|Total liabilities and shareholders equity                                                                                                          |  | $                        | 34,954   |   |              | $ | 48,704   |  
|                                                                                                                                                    |  |                          |          |   |              |   |          |  

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



3



---

##### 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)      |  | 2008                        |        |   | 2007                       |   |        | 2008 |  |   | 2007    |  
|Revenues                                   |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Software licenses and support              |  | $                           | 1,059  |   |                            | $ | 1,324  |      |  | $ | 2,740   |   |  | $ | 2,406   |  
|Hosted software services                   |  |                             | 624    |   |                            |   | 469    |      |  |   | 1,652   |   |  |   | 1,272   |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total revenues                             |  |                             | 1,683  |   |                            |   | 1,793  |      |  |   | 4,392   |   |  |   | 3,678   |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Operating expenses                         |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Cost of revenues                           |  |                             | 623    |   |                            |   | 541    |      |  |   | 1,614   |   |  |   | 1,310   |  
|Selling, general and administrative        |  |                             | 3,475  |   |                            |   | 3,980  |      |  |   | 13,721  |   |  |   | 12,348  |  
|Product development                        |  |                             | 623    |   |                            |   | 643    |      |  |   | 2,317   |   |  |   | 2,043   |  
|Depreciation and amortization              |  |                             | 430    |   |                            |   | 372    |      |  |   | 1,228   |   |  |   | 1,186   |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                   |  |                             | 5,151  |   |                            |   | 5,536  |      |  |   | 18,880  |   |  |   | 16,887  |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Operating loss                             |  |                             | (3,468 | ) |                            |   | (3,743 | )    |  |   | (14,488 | ) |  |   | (13,209 | )
|                                           |  |                             |        |  
|Other income                               |  |                             | 349    |   |                            |   | 490    |      |  |   | 1,310   |   |  |   | 1,588   |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Loss from continuing operations            |  |                             | (3,119 | ) |                            |   | (3,253 | )    |  |   | (13,178 | ) |  |   | (11,621 | )
|                                           |  |                             |        |  
|Income (loss) from discontinued operations |  |                             |       |   |                            |   | (128   | )    |  |   |        |   |  |   | 133     |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                   |  | $                           | (3,119 | ) |                            | $ | (3,381 | )    |  | $ | (13,178 | ) |  | $ | (11,488 | )
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Continuing operations                      |  | $                           | (0.09  | ) |                            | $ | (0.09  | )    |  | $ | (0.38   | ) |  | $ | (0.34   | )
|Discontinued operations                    |  |                             |       |   |                            |   | (0.01  | )    |  |   |        |   |  |   | 0.01    |  
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share           |  | $                           | (0.09  | ) |                            | $ | (0.10  | )    |  | $ | (0.38   | ) |  | $ | (0.33   | )
|                                           |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  

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



4



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)





|                                                                           |  |                            |         |   |      |   |         |  
|-------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                           |  | Nine Months EndedMarch 31, |        
|(in thousands)                                                             |  | 2008                       |         |   | 2007 |  
|Cash flows from operating activities                                       |  |                            |         |   |      |   |         |  
|Net loss                                                                   |  | $                          | (13,178 | ) |      | $ | (11,488 | )
|Adjustments to reconcile net loss to net cash used by operating activities |  |                            |         |   |      |   |         |  
|Income from discontinued operations                                        |  |                            |        |   |      |   | (133    | )
|Depreciation and amortization                                              |  |                            | 1,228   |   |      |   | 1,186   |  
|Share-based severance                                                      |  |                            | 145     |   |      |   |        |  
|Share-based compensation                                                   |  |                            | 810     |   |      |   | 1,312   |  
|Shares issued for services                                                 |  |                            | 72      |   |      |   |        |  
|Changes in assets and liabilities                                          |  |                            |         |   |      |   |         |  
|Accounts receivable                                                        |  |                            | 590     |   |      |   | (842    | )
|Prepaid expenses and other current assets                                  |  |                            | (227    | ) |      |   | (812    | )
|Accounts payable, accrued expenses and other liabilities                   |  |                            | (1,572  | ) |      |   | (1,331  | )
|Deferred revenue                                                           |  |                            | 20      |   |      |   | 201     |  
|                                                                           |  |                            |         |   |      |   |         |  
|Net cash used in operating activities                                      |  |                            | (12,112 | ) |      |   | (11,907 | )
|                                                                           |  |                            |         |   |      |   |         |  
|Cash flows from investing activities                                       |  |                            |         |   |      |   |         |  
|Purchases of property and equipment and other assets                       |  |                            | (555    | ) |      |   | (308    | )
|Other intangible assets acquired                                           |  |                            | (45     | ) |      |   | (287    | )
|Capitalized software development costs                                     |  |                            | (641    | ) |      |   | (1,170  | )
|Net sales of marketable securities                                         |  |                            | 10,544  |   |      |   | 12,476  |  
|                                                                           |  |                            |         |   |      |   |         |  
|Net cash provided by investing activities                                  |  |                            | 9,303   |   |      |   | 10,711  |  
|                                                                           |  |                            |         |   |      |   |         |  
|Cash flows from financing activities                                       |  |                            |         |   |      |   |         |  
|Dividends paid                                                             |  |                            | (35     | ) |      |   | (35     | )
|                                                                           |  |                            |         |   |      |   |         |  
|Net cash used in financing activities                                      |  |                            | (35     | ) |      |   | (35     | )
|                                                                           |  |                            |         |   |      |   |         |  
|Effect of exchange rate changes on cash flows                              |  |                            | (12     | ) |      |   | 30      |  
|                                                                           |  |                            |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                  |  |                            | (2,856  | ) |      |   | (1,201  | )
|Cash flow from discontinued operations - operating activities              |  |                            |        |   |      |   | 312     |  
|Cash flow from discontinued operations - investing activities              |  |                            |        |   |      |   | (126    | )
|Cash flow from discontinued operations - financing activities              |  |                            |        |   |      |   |        |  
|                                                                           |  |                            |         |   |      |   |         |  
|Cash and cash equivalents, beginning of period                             |  |                            | 8,735   |   |      |   | 9,366   |  
|                                                                           |  |                            |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                   |  | $                          | 5,879   |   |      | $ | 8,351   |  
|                                                                           |  |                            |         |   |      |   |         |  

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



5



---

##### 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, the company). All
significant intercompany transactions and balances have been eliminated in consolidation. As discussed more fully in Note 6, in June 2007, the company completed the sale of its Document Management Solutions and Systems Integration businesses.
Accordingly, these businesses have been presented as discontinued operations in the condensed consolidated financial statements for the prior year periods presented. The results of operations for the periods ended March 31, 2008 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, 2007 and the attached Managements Discussion and Analysis of Financial Condition and Results of Operations.

2. Loss Per Share

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



|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                |  | 2008                        |        |   | 2007                       |   |        | 2008 |  |   | 2007    |  
|Loss from continuing operations                 |  | $                           | (3,119 | ) |                            | $ | (3,253 | )    |  | $ | (13,178 | ) |  | $ | (11,621 | )
|Income (loss) from discontinued operations      |  |                             |       |   |                            |   | (128   | )    |  |   |        |   |  |   | 133     |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                        |  |                             | (3,119 | ) |                            |   | (3,381 | )    |  |   | (13,178 | ) |  |   | (11,488 | )
|Preferred stock dividends                       |  |                             | (18    | ) |                            |   | (18    | )    |  |   | (53     | ) |  |   | (53     | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss applicable to common shareholders      |  | $                           | (3,137 | ) |                            | $ | (3,399 | )    |  | $ | (13,231 | ) |  | $ | (11,541 | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Weighted average shares                         |  |                             | 34,494 |   |                            |   | 34,413 |      |  |   | 34,469  |   |  |   | 34,413  |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per common share         |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Continuing operations, less preferred dividends |  | $                           | (0.09  | ) |                            | $ | (0.09  | )    |  | $ | (0.38   | ) |  | $ | (0.34   | )
|Discontinued operations                         |  |                             |       |   |                            |   | (0.01  | )    |  |   |        |   |  |   | 0.01    |  
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per common share         |  | $                           | (0.09  | ) |                            | $ | (0.10  | )    |  | $ | (0.38   | ) |  | $ | (0.33   | )
|                                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  

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, 2008, employee and non-executive director options (4,845,000), warrants (473,000), performance based consultant options
(375,000) and convertible preferred stock (500,000) were outstanding. 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.



6



---

##### 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, |  
|                                                                        |  | 2008                        |        |   | 2007                       |   |        | 2008 |  |   | 2007    |  
|Loss from continuing operations before share-based compensation expense |  | $                           | (2,849 | ) |                            | $ | (2,791 | )    |  | $ | (12,368 | ) |  | $ | (10,309 | )
|Share-based compensation expense                                        |  |                             | (270   | ) |                            |   | (462   | )    |  |   | (810    | ) |  |   | (1,312  | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Loss from continuing operations                                         |  | $                           | (3,119 | ) |                            | $ | (3,253 | )    |  | $ | (13,178 | ) |  | $ | (11,621 | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Loss before share-based compensation expense                            |  | $                           | (2,849 | ) |                            | $ | (2,881 | )    |  | $ | (12,368 | ) |  | $ | (10,063 | )
|Share-based compensation expense                                        |  |                             | (270   | ) |                            |   | (500   | )    |  |   | (810    | ) |  |   | (1,425  | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Net loss                                                                |  | $                           | (3,119 | ) |                            | $ | (3,381 | )    |  | $ | (13,178 | ) |  | $ | (11,488 | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Continuing operations before share-based compensation                   |  | $                           | (0.08  | ) |                            | $ | (0.08  | )    |  | $ | (0.36   | ) |  | $ | (0.30   | )
|Share-based compensation expense                                        |  |                             | (0.01  | ) |                            |   | (0.01  | )    |  | $ | (0.02   | ) |  |   | (0.04   | )
|Discontinued operations before share-based compensation                 |  |                             |       |   |                            |   | (0.01  | )    |  |   |        |   |  |   | 0.01    |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Basic and diluted loss per share                                        |  | $                           | (0.09  | ) |                            | $ | (0.10  | )    |  | $ | (0.38   | ) |  | $ | (0.33   | )
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Share-based compensation by category is as follows (in
thousands):      |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|                                                                        |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                                        |  | 2008                        |        |   | 2007                       |   |        | 2008 |  |   | 2007    |  
|SG&A expenses, net                                                      |  | $                           | 3,247  |   |                            | $ | 3,581  |      |  | $ | 13,013  |   |  | $ | 11,226  |  
|Share-based compensation expense                                        |  |                             | 228    |   |                            |   | 399    |      |  |   | 708     |   |  |   | 1,122   |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total SG&A expenses                                                     |  | $                           | 3,475  |   |                            | $ | 3,980  |      |  | $ | 13,721  |   |  | $ | 12,348  |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Product development expenses, net                                       |  | $                           | 583    |   |                            | $ | 583    |      |  | $ | 2,217   |   |  | $ | 1,863   |  
|Share-based compensation expense                                        |  |                             | 40     |   |                            |   | 60     |      |  |   | 100     |   |  |   | 180     |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total product development expenses                                      |  | $                           | 623    |   |                            | $ | 643    |      |  | $ | 2,317   |   |  | $ | 2,043   |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Cost of revenues, net                                                   |  | $                           | 621    |   |                            | $ | 538    |      |  | $ | 1,612   |   |  | $ | 1,300   |  
|Share-based compensation expense                                        |  |                             | 2      |   |                            |   | 3      |      |  |   | 2       |   |  |   | 10      |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Total cost of revenues                                                  |  | $                           | 623    |   |                            | $ | 541    |      |  | $ | 1,614   |   |  | $ | 1,310   |  
|                                                                        |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  

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 and estimates of expected future behavior. The
company retained a third party valuation firm to calculate expected volatility which was based on the companys historical stock volatility and historical stock volatility of comparable companies in the industry for the fiscal year ending 2007.
The assumptions used in the companys Black-Scholes calculations for fiscal 2008 and 2007 are as follows:



|                 |  |                        |   |  |               |   |  |                  |   |  |                                   
|---------------- |  | ---------------------- | - |  | ------------- | - |  | ---------------- | - |  | ----------------------------------
|                 |  | Risk FreeInterest Rate |   |  | DividendYield |   |  | VolatilityFactor |   |  | WeightedAverageOption Life(Months)
|Fiscal year 2008 |  | 4.5                    | % |  | 0             | % |  | 74               | % |  | 48                                
|Fiscal year 2007 |  | 4.2                    | % |  | 0             | % |  | 68% - 74         | % |  | 42                                



7



---

##### Table of Contents

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, 2008 is as follows (in thousands, except per share and average life data):



|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|---------------------------------- |  | ---------------- | - |  | ---------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -
|Employees Plan                     |  | Number ofOptions |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Outstanding, June 30, 2007         |  | 4,330            |   |  | $                            | 4.64 |                                                 |      |                         |   |  
|Granted                            |  | 881              |   |  |                              | 1.24 |                                                 |      |                         |   |  
|Forfeited                          |  | (776             | ) |  |                              | 3.86 |                                                 |      |                         |   |  
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Outstanding, March 31, 2008        |  | 4,435            |   |  | $                            | 4.12 |                                                 |      |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Exercisable at March 31, 2008      |  | 3,457            |   |  | $                            | 4.62 |                                                 | 2.97 |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Expected to vest at March 31, 2008 |  | 822              |   |  | $                            | 2.21 |                                                 | 8.41 |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|                                   |  |                  |   | 
|Non-Executive Director Plan        |  | Number ofOptions |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Outstanding, June 30, 2007         |  | 340              |   |  | $                            | 4.47 |                                                 |      |                         |   |  
|Granted                            |  | 70               |   |  |                              | 1.32 |                                                 |      |                         |   |  
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  
|Outstanding, March 31, 2008        |  | 410              |   |  | $                            | 3.93 |                                                 | 6.13 |                         | $ | 
|                                   |  |                  |   |  |                              |      |                                                 |      |                         |   |  

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



8



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





Unvested options as of March 31, 2008, 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 |   |  | WeightedAverageGrant DateFair Value |      | WeightedAverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Unvested balance, June 30, 2007  |  | 1,018            |   |  | $                                   | 0.86 |                                                 |      |                         |   |  
|Granted                          |  | 881              |   |  |                                     | 0.69 |                                                 |      |                         |   |  
|Vested                           |  | (584             | ) |  |                                     | 0.81 |                                                 |      |                         |   |  
|Forfeited                        |  | (337             | ) |  |                                     | 1.00 |                                                 |      |                         |   |  
|                                 |  |                  |   |  |                                     |      |                                                 |      |                         |   |  
|Unvested balance, March 31, 2008 |  | 978              |   |  | $                                   | 0.73 |                                                 | 8.41 |                         | $ | 
|                                 |  |                  |   |  |                                     |      |                                                 |      |                         |   |  

As of March 31, 2008, there was $775,000 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 26 months.

There were no options exercised during the nine months ended March 31, 2008 and 2007. The weighted average grant date fair value of options granted during the nine month periods ended March 31, 2008 and 2007
was approximately $0.69 and $0.75, respectively. These values were calculated using the Black-Scholes option-pricing model.

The total fair
value of options vested was $530,000 and $1,184,600 for the nine month periods ended March 31, 2008 and 2007, 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 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 nine months ending March 31, 2008, the company issued 71,874 shares of restricted common stock (valued at approximately $71,600) to
certain non-executive directors in connection with this program. In April 2008, the company issued 34,659 share of restricted common stock (valued at approximately $15,200) to such directors under the program.

4. Comprehensive Loss:



|                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                |  | 2008                        |        |   | 2007                       |   |        | 2008 |  |   | 2007    |  
|Net loss as reported            |  | $                           | (3,119 | ) |                            | $ | (3,381 | )    |  | $ | (13,178 | ) |  | $ | (11,488 | )
|Currency translation adjustment |  |                             | (3     | ) |                            |   | 25     |      |  |   | (12     | ) |  |   | 30      |  
|                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  
|Comprehensive loss              |  | $                           | (3,122 | ) |                            | $ | (3,356 | )    |  | $ | (13,190 | ) |  | $ | (11,458 | )
|                                |  |                             |        |   |                            |   |        |      |  |   |         |   |  |   |         |  



9



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





5. Marketable Securities

Our marketable securities are generally comprised of auction rate securities rated AAA or AA by one or more national rating agencies. The auction rate securities have contractual maturities of up to 30 years, but
generally have interest rate reset dates that occur every 7, 28 or 35 days and despite the long-term nature of their stated contractual maturities, we have had the ability to liquidate these securities at ongoing auctions every 35 days or less. As a
result of credit market conditions in 2008, auctions for most types of auction rate securities have been failing and interest rates have reset at contractual rates which are generally higher than market rates. Although this market is currently less
liquid than it has been in the past, the fair market value of auction rates securities is based on the quality of such securities. At March 31, 2008, we had approximately $12.4 million of AAA rated auction rate securities consisting primarily
of investments in government insured student loan issues. We classify our investments in auction rate securities as available for sale. These investments are recorded at cost which approximates fair market value due to their variable
interest rates, which typically reset every 7, 28 or 35 days. Along with other auction rate securities, recent auctions for our investments have failed. However, because of the quality of such investments, we had no cumulative gross unrealized
holding gains (losses) or gross realized gains (losses) from such investments. All income generated from these investments is recorded as interest income. While we have the ability to do so, we do not expect to hold any auction rate security longer
than one year and we believe market conditions for auction rate securities will recover during this period. However, as a result of current market conditions, such securities have been classified as long-term assets at March 31, 2008.

6. Discontinued Operations and Assets Held for Sale

In June 2007, the company completed the sale of its Document Management Solutions and Systems Integration businesses, including its wholly-owned subsidiary DJS Marketing Group, Inc., to Astria Solutions Group, LLC
(Astria). Astria is a newly formed New York limited liability company organized by members of the acquired businesses senior management team. Under the terms of the definitive Asset Purchase Agreement, dated as of May 31,
2007, the company received approximately $7,100,000 for the acquired businesses and related assets (including cash of $750,000). Astria paid the company $3,250,000 in cash, issued to the company a $2,000,000 seven-year note bearing an interest rate
of 8.5% (Note), assumed approximately $1,600,000 in liabilities related to the acquired businesses, and agreed to pay the company approximately $270,000 based on the collection of accounts receivable following the closing. In connection
with the sale of the businesses and related assets, the company recorded a gain of approximately $1,264,000 in fiscal 2007. The reported gain does not include any value for the Note. As discussed below, additional gain, if any, will be recorded as
management determines that the debtors cash flows from operations are sufficient to repay the Note.

In connection with the sale,
Astria also entered into a seven-year lease for a portion of the building owned by the company in Schenectady, New York where the acquired businesses are located. Under the terms of the lease, Astria has elected to pay all taxes and operating costs
for the land and building and rent and additional rent of approximately $186,000 per year for the term of lease. Based on the companys intention to dispose of these assets in the next year, the carrying value of the land and building is
classified as assets held for sale for all periods presented.

The Note is secured by the assets of the acquired businesses sold by the
company to Astria and is subordinated to the interests of the senior creditor and mezzanine lender to Astria as set forth in an intercreditor and subordination agreement among the company, Astria, and the senior creditor and mezzanine lender. The
Note provides for monthly interest payments through May 2010, principal (based on a 15-year amortization) and interest payments thereafter through April 2014 and a final payment of the balance in May 2014. Based on the subordination, the extended
collection period and other factors, the company has no reasonable basis for estimating the degree of collectibility of the Note. Accordingly, the company is using the guidance under Staff Accounting Bulletin No. 103Topic 5U Gain
Recognition on Sale of a Business or Operating Assets to a Highly Leveraged Entity for the Note and will recognize the additional gain, if any, on the sale of the businesses as management determines that the debtors cash flows from
operations are sufficient to repay the Note.

Operating results for discontinued operations for the three and nine month periods ended
March 31, 2007 reflected operating loss and income of approximately $128,000 and $133,000, respectively, from revenues of $2,082,000 and $7,798,000, respectively.

7. 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 President.



10



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





The company operates in one reportable segment
in the United States and Germany. In the United States the business is engaged in the development and sale of secure workflow management web-based services. The companys automated and trusted workflow solutions enable enterprises and office
professionals to employ rules-based electronic forms, intelligent routing and transaction management, electronic signing, content authentication, identity credentialing and verification and web and fax based communication capabilities. Customer
benefits from the companys offerings include reduced costs, improved productivity and service levels, automated audit trails, enhanced compliance with regulatory requirements and the reduction of paper-based processes. In the United States we
also offer our proprietary content authentication technology in the form of the USPS Electronic Postmark ® (EPM). 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 web-based services and software applications are compliant with applicable
digital signature rules and guidelines.

Revenues from external customers include revenues from our German operations of approximately
$1,059,000 and $2,740,000 for three and nine month periods ended March 31, 2008 and $1,324,000 and $2,406,000 for the three and nine month periods ended March 31, 2007, respectively. This operation had assets of approximately $955,000 and
$2,103,000 at March 31, 2008 and 2007, respectively.

8. Goodwill and Other Intangible Assets

The company performs an annual valuation of goodwill at the end of the fiscal year. Any adverse development or change in our business during the year
would require an interim assessment. For the nine months ended March 31, 2008 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, 2008      |       | June 30, 2007           |   |              
|                      |  | GrossCarryingAmount |       | AccumulatedAmortization |   | Net BookValue |  | GrossCarrying Amount |     | AccumulatedAmortization |   | Net BookValue |  | Useful LifeIn Years
|Patents               |  | $                   | 342   |                         | $ | 132           |  | $                    | 210 |                         | $ | 342           |  | $                   | 117 |  | $ | 225 |  | 17
|Trademarks            |  |                     | 146   |                         |   | 43            |  |                      | 103 |                         |   | 146           |  |                     | 38  |  |   | 108 |  | 20
|Acquired technologies |  |                     | 72    |                         |   | 72            |  |                      |    |                         |   | 72            |  |                     | 72  |  |   |    |  | 2 
|Licenses              |  |                     | 1,246 |                         |   | 861           |  |                      | 385 |                         |   | 1,201         |  |                     | 672 |  |   | 529 |  | 3 
|                      |  |                     |       |                         |   |               |  |                      |     |                         |   |               |  |                     |     |  |   |     |  |   
|Total                 |  | $                   | 1,806 |                         | $ | 1,108         |  | $                    | 698 |                         | $ | 1,761         |  | $                   | 899 |  | $ | 862 |  |   
|                      |  |                     |       |                         |   |               |  |                      |     |                         |   |               |  |                     |     |  |   |     |  |   

The company amortizes other intangible assets under the straight line method. Amortization expense
was approximately $73,000 and $209,000 for the three and nine month periods ended March 31, 2008, respectively. Amortization expense for the next five fiscal years is expected to be as follows (in thousands):



|           |  |   |    
|---------- |  | - | ---
|2008       |  | $ | 68 
|2009       |  |   | 166
|2010       |  |   | 100
|2011       |  |   | 97 
|2012       |  |   | 57 
|Thereafter |  |   | 210
|           |  |   |    
|           |  | $ | 698
|           |  |   |    



11



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





9. Shareholders Equity

The changes in shareholders equity for the nine months ended March 31, 2008 are summarized as follows (in thousands):



|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |         |  
|-------------------------------- |  | -------------- | - | ----------- | - | -------------- |  | ------------------ | ------- |  | ------------------------------------------ | -------- | - | ------------------------ | - | --- | - |  | - | ------- | -
|                                 |  | PreferredStock |   | CommonStock |   | Paid-inCapital |  | AccumulatedDeficit |         |  | AccumulatedOtherComprehensiveIncome (Loss) |          |   | TotalShareholdersEquity |  
|Balance, June 30, 2007           |  | $              | 3 |             | $ | 34             |  | $                  | 164,336 |  | $                                          | (121,125 | ) |                          | $ | (63 | ) |  | $ | 43,185  |  
|Preferred stock dividends        |  |                |   |             |   |                |  |                    |         |  |                                            | (53      | ) |                          |   |     |   |  |   | (53     | )
|Share-based compensation expense |  |                |   |             |   |                |  |                    | 810     |  |                                            |          |   |                          |   |     |   |  |   | 810     |  
|Share-based severance expense    |  |                |   |             |   |                |  |                    | 145     |  |                                            |          |   |                          |   |     |   |  |   | 145     |  
|Issuance of common stock         |  |                |   |             |   | 1              |  |                    | 71      |  |                                            |          |   |                          |   |     |   |  |   | 72      |  
|Currency translation adjustment  |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   | (12 | ) |  |   | (12     | )
|Net loss                         |  |                |   |             |   |               |  |                    |        |  |                                            | (13,178  | ) |                          |   |     |   |  |   | (13,178 | )
|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |         |  
|Balance, March 31, 2008          |  | $              | 3 |             | $ | 35             |  | $                  | 165,362 |  | $                                          | (134,356 | ) |                          | $ | (75 | ) |  | $ | 30,969  |  
|                                 |  |                |   |             |   |                |  |                    |         |  |                                            |          |   |                          |   |     |   |  |   |         |  

During the nine months ended March 31, 2008, no stock options or common stock warrants were
exercised.

10. Preferred Stock

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

11. Commitments and Contingencies

As previously reported, Authentidate Holding Corp. was named as 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. In this case, the claimants sought additional shares of the common stock of our subsidiary, Authentidate, Inc., and had withdrawn a
number of other claims in the arbitration, including claims for damages in connection with an alleged copyright infringement and rights under one or more of our patent applications. An arbitration hearing in this matter concluded on
September 10, 2007. On December 20, 2007, we received the decision of the arbitrators, which was rendered on December 19, 2007, awarding the claimants damages in the amount $1,079,262 plus interest in the amount of $563,676. The
arbitrators further awarded the claimants per diem interest at the rate of $303.00 from December 12, 2007 through the date the award was rendered. Following a post-hearing briefing, the arbitrators awarded the claimants attorneys fees of
$241,038 on January 31, 2008. The arbitration award extinguishes any interest of Shore Ventures in any shares of stock or stock options of Authentidate Holding Corp. or Authentidate, Inc. The full amount for this settlement was accrued as of
December 31, 2007 and was paid in February 2008.

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 directors and former officers. 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



12



---

##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





the prior complaints and also alleged that Authentidate violated the federal securities laws by misrepresenting that it possessed certain patentable
technology. On July 14, 2006, the Court dismissed the amended complaint in its entirety; certain claims were dismissed with prejudice and plaintiff was given leave to replead those claims which were not dismissed with prejudice. In August 2006,
plaintiff filed a second amended complaint, which does not assert any claims relating to the companys patents or under the Securities Act of 1933, but which otherwise is substantially similar to the prior complaint. The second amended
complaint seeks unspecified monetary damages. The company 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 current and former directors and former 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 former 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.

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.

We have employment agreements with our Chief Financial Officer and the Chief Executive Officer of our German subsidiary that
specify the executives current compensation, benefits and perquisites, the executives entitlements upon termination of employment, and other employment rights and responsibilities.

In connection with our promotion of our new President, we have approved the following principal terms of an employment agreement with him:
(a) annual base salary of $290,000; (b) annual bonus potential targeted at 50% of base salary, in the discretion of the Board, or if the Board so designates, the Management Resources and Compensation Committee of the Board based on the
annual performance of the Company; and (c) in the event of the termination of Mr. Benjamins employment by us without cause, or by Mr. Benjamin for good reason, as such terms are to be defined in
Mr. Benjamins employment agreement or, if upon the expiration of the agreement his employment is not renewed, he would be entitled to: (i) all compensation accrued but not paid as of the termination date; (ii) a severance
payment equal to twelve months of his base salary in effect as of the termination date; and (iii) continued participation in our benefit plans (or comparable plans) until the end of the month of the one-year anniversary of the termination of
his employment. Further, in the event of a change of control, Mr. Benjamin would have the right to terminate his employment with us for any reason within a limited period of time following the change of control and such termination would be
deemed for good reason. In such an event, we would be required to pay him the amounts described in the immediately preceding paragraph.



13



---

##### Table of Contents

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, 2008, we were not aware of any obligations under such indemnification agreements that would
require material payments.

12. Income Taxes

On July 1, 2007, the company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,(FIN 48). FIN 48 provides a
two-step approach to recognizing and measuring tax benefits when the benefits realization is uncertain. The first step is to determine whether the benefit is to be recognized; the second step is to determine the amount to be recognized. Income
tax benefits should be recognized when, based on the technical merits of a tax position, the entity believes that if a dispute arose with the taxing authority and was taken to a court of last resort, it is more likely than not (i.e., a probability
of greater than 50 percent) that the tax position would be sustained as filed; and if a position is determined to be more likely than not of being sustained, the entity should recognize the largest amount of tax benefit that is greater than 50
percent likely of being realized upon ultimate settlement with the taxing authority. Upon the adoption of FIN 48, the company analyzed filing positions in all of the federal and state jurisdictions where the company is required to file income
tax returns, as well as all open tax years in these jurisdictions. In connection with the adoption of FIN 48, the company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest
expense and income tax expense, respectively. No adjustment was necessary as a result of the implementation of FIN 48. The company continues to fully recognize its tax benefits which are offset by a valuation allowance due to the uncertainty that
the deferred tax assets will be realized. We will continue to evaluate the realizability of our domestic net deferred tax assets and may record additional benefits in future earnings if we determine the realization of these assets is more likely
than not. At July 1, 2007 and March 31, 2008, the company did not have any unrecognized tax benefits.



14



---

##### Table of Contents

|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 software and services, competition, pricing, technological changes, implementation of our 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, 2007 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 or the company) is a worldwide provider of secure workflow
management software and web-based services. AHC and its subsidiaries provide software applications and web-based services that address a variety of business needs for our customers, including reducing costs, raising service levels, improving
productivity, providing automated audit trails, enhancing compliance with regulatory requirements and reducing paper based processes. Our scalable offerings are primarily targeted at enterprises and office professionals and incorporate security
technologies such as rules based electronic forms, intelligent routing and transaction management, electronic signing, content authentication, identity credentialing and verification and web and fax-based communication capabilities to electronically
facilitate secure and trusted workflows. The company operates its business in the United States and Germany with technology and service offerings that address emerging growth opportunities based on the regulatory and legal requirements specific to
each market. In the United States the business is engaged in the development and sale of web-based services largely based on our Inscrybe platform and related capabilities. In the United States, we offer our patent pending content
authentication technology in the form of the United States Postal Service® Electronic Postmark® (EPM). 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 web-based services and
software applications are compliant with applicable digital signature rules and guidelines. We sell our web-based services and software applications through a direct sales effort and reseller arrangements.

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 and services, 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.

During fiscal 2007, we took several steps to sharpen our strategic business focus and realigned our operations accordingly. In the United States we continued to invest in developing our Inscrybe platform and launched Inscrybe
Healthcare, a trusted content exchange service specifically targeting the needs of enterprises in the healthcare sector. In June 2007 we completed the sale of our Document Management Solutions and Systems Integration businesses that were
strategically not relevant to our business direction and in August 2007 we launched Inscrybe Office which brings together the power of online communications with a number of powerful features, such as electronic signatures, content
authentication and trusted time stamps using the USPS EPM seal. Meanwhile, our operating unit in Germany continued to grow acceptance for its electronic invoicing product, and made a successful entry into the German healthcare market with its
security technology offerings.

In July 2007, we entered into a new three-year license agreement with the USPS to act as a non-exclusive
authorized service provider of the USPS EPM. Pursuant to this license agreement, the USPS granted the company a non-exclusive, worldwide license to use its applicable trademarks and other intellectual property rights for the EPM service in order to
enable the company to offer the EPM service directly to the market. The USPS will define and maintain the technical and operational standards for the EPM service, and serve as backup verifier for all EPM transactions. Authentidate is the first
provider to be authorized in a new standards-based EPM service model created by the USPS to help ensure performance standards and facilitate the development of a multi-provider environment. The company previously operated the EPM service on behalf
of the USPS since March 2003, under a strategic alliance agreement that expired on July 31, 2007.



15



---

##### Table of Contents

On November 26, 2007, our Board of Directors promoted Mr. OConnell Benjamin to the office
of President to fill one of the positions formerly held by Mr. Suren Pai, who departed as our President and Chief Executive Officer and resigned as a member of our Board of Directors. In January 2008, we announced a comprehensive plan intended
to accelerate revenue growth and enhance shareholder value in the second half of fiscal 2008 and beyond. The plan, set forth in a series of strategic initiatives, follows a detailed assessment of the companys business strategy and operations
by senior management and the Board of Directors. Pursuant to this plan, we intend to enhance our sales and customer service capabilities by leveraging our existing resources and adding resources, focus our marketing and sales efforts on additional
segments of the healthcare industry and continue to manage our operating costs. In January 2008, we completed the downsizing of our management team and certain product development resources and recorded severance costs in the second and third
quarters of fiscal 2008.

We intend to continue our efforts to develop and market our software applications and web-based 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 revenues consist principally of transaction fees for web-based services, software license fees, hosting fees and maintenance charges. Growth in our 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.

Critical Accounting Policies

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

A critical accounting estimate is based on judgments and assumptions about matters that are uncertain at the time the estimate is made.
Different estimates that reasonably could have been used or changes in accounting estimates could materially impact our financial statements. We believe that the policies described below represent our critical accounting policies, as they have the
greatest potential impact on our financial statements. However, you should also review our Summary of Significant Accounting Policiesbeginning on page F-8 of the notes to our consolidated financial statements contained in our Annual Report
on Form 10-K for the fiscal year ended June 30, 2007.

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 depreciation and amortization expense.

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.



16



---

##### Table of Contents

Revenue Recognition

Revenue is derived from transaction fees for web-based services, 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.

Revenue from web-based services, 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 share-based 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 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 and estimates of expected future behavior. The company retained a third party valuation firm to calculate expected volatility which was based on the companys historical
stock volatility and historical stock volatility of comparable companies in the industry for the fiscal year ending 2007. The assumptions used in the companys Black-Scholes calculations for fiscal 2008 and 2007 are as follows:



17



---

##### Table of Contents

|                 |  |                        |   |  |               |   |  |                  |   |  |                                   
|---------------- |  | ---------------------- | - |  | ------------- | - |  | ---------------- | - |  | ----------------------------------
|                 |  | Risk FreeInterest Rate |   |  | DividendYield |   |  | VolatilityFactor |   |  | WeightedAverageOption Life(Months)
|Fiscal year 2008 |  | 4.5                    | % |  | 0             | % |  | 74               | % |  | 48                                
|Fiscal year 2007 |  | 4.2                    | % |  | 0             | % |  | 68% - 74         | % |  | 42                                

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

Three and nine months ended March 31, 2008 compared to three and nine months ended March 31, 2007.

Revenues were approximately $1,683,000 for the quarter ended March 31, 2008, compared to $1,793,000 for the prior year period.
These results reflect an increase of approximately 33% in US revenues from increases in transaction volumes and new customers which was offset by a decrease in revenues from our German operation due to the timing of certain contract awards. Revenues
for the nine months ended March 31, 2008 were approximately $4,392,000 compared to $3,678,000 for the prior year. These results reflect increases of approximately 30% in US revenues and 14% in German revenues from higher transaction volumes and
new customers.

Cost of revenues increased to $623,000 for the quarter ended March 31, 2008, compared to $541,000 for the prior year
period. Cost of revenues for the nine months ended March 31, 2008 increased to $1,614,000 compared to $1,310,000 for the same period in the prior year. These increases are due primarily to higher license and maintenance expenses.

Selling, general and administrative (SG&A) expenses decreased to $3,475,000 for the quarter ended March 31, 2008, compared to $3,980,000 for the
same period in 2007. This decrease reflects cost management activities and lower share-based compensation expense for the quarter which were offset in part by professional service expenses of approximately $137,000 for various board projects and
initiatives and accrued severance of $355,000 related to the downsizing of our workforce. The prior year amount also includes incremental legal expenses of approximately $500,000. SG&A expenses for the nine months ended March 31, 2008
increased to $13,721,000 compared to $12,348,000 for the prior year due to incremental legal expenses and settlements and the items discussed above. For the nine month period, legal expenses and settlements were approximately $2,300,000 and
professional services and accrued severance were approximately $438,000 and $1,132,000, respectively. The prior year period includes incremental legal expenses of approximately $1,800,000.

Product development expenses were $623,000 for the quarter ended March 31, 2008, compared to $643,000 for the comparable period in 2007. Product
development spending fluctuates period to period based on the amounts capitalized. Total spending for the quarter, including capitalized amounts, was $769,000 compared to $1,029,000 for the prior year reflecting headcount reductions during the
current quarter offset in part by the use of contract employees for certain projects. Product development expenses for the nine months ended March 31, 2008 were $2,317,000 compared to $2,043,000 for the prior year. Total spending for the period
was $2,958,000 compared to $3,213,000 for the same period in 2007 reflecting the same trends as the quarter.



18



---

##### Table of Contents

Depreciation and amortization expense increased to $430,000 for the quarter ended March 31, 2008,
compared to $372,000 for the prior year period. Depreciation and amortization expense for the nine months ended March 31, 2008 was $1,228,000 compared to $1,186,000 for the prior year period.

Interest and other income decreased to $349,000 for the quarter ended March 31, 2008, compared to $490,000 for the prior year period. For the nine
months ended March 31, 2008 interest and other income decreased to $1,310,000 compared to $1,588,000 for the prior year. These decreases are due primarily to higher interest rates during the current periods, net of the effect of lower cash and
investment balances as we continue to invest in our business.

Net loss from continuing operations for the quarter ended March 31,
2008 was $3,119,000, or $0.09 per share, compared to $3,381,000, or $0.10 per share, from continuing and discontinued operations for the quarter ended March 31, 2007. The decrease in the current period net loss reflects the cost management
activities discussed above. For the nine months ended March 31, 2008, net loss from continuing operations was $13,178,000, or $0.38 per share, compared to $11,488,000, or $0.33 per share, from continuing and discontinued operations for the
prior year. The increase in net loss for the year-to-date period reflects the increase in revenues and the cost management activities discussed above which were offset by the higher legal expenses and settlements and other incremental expenses
discussed above.

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.

Expenditures for equipment and other
assets totaled approximately $555,000, software license expenditures totaled approximately $45,000 and capitalized software development expenditures totaled approximately $641,000 for the nine months ended March 31, 2008. We have developed and
intend to continue to develop new services and applications to grow our business and address new markets.

Cash Flows

At March 31, 2008, cash, cash equivalents and marketable securities amounted to approximately $18,231,000 and total assets at that date were
$34,954,000. These amounts have decreased since June 30, 2007 by $13,400,000 and $13,750,000, 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 period ended March 31, 2008. Cash used for the period also includes expenditures of approximately $3,457,000 for incremental legal expenses and settlements, $335,000 for board projects and
$692,000 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 was $12,112,000 for the nine months ended March 31, 2008, compared to $11,907,000 for the comparable period in
2007. This change reflects the incremental expenses discussed above which offset our working capital and expense management activities.

Net cash used by investing activities, excluding purchases and sales of marketable securities, was $1,241,000 for the nine months ended March 31, 2008, compared to $1,765,000 for the comparable period in 2007. This decrease is due
primarily to the decrease in product development spending capitalized in fiscal 2008 and lower spending for software licenses.

Cash flows
from financing activities for the nine months ended March 31, 2008 and 2007 were not significant.

To date we have been largely
dependent on our ability to sell additional shares of our common stock or other securities to obtain financing to fund our operating deficits, product development activities and capital expenditures. Under our current operating plan to grow our
business, our ability to improve operating cash flow has been highly dependent on the market acceptance of our offerings. As discussed more fully in note 5 to the condensed consolidated financial statements included in this Form 10-Q, our marketable
securities consist of AAA rated auction rate securities in government insured student loan issues. Although these investments have become less liquid as a result of current credit market conditions, we do not believe these conditions will have a
material adverse effect on our financial condition, results of operations or cash flows. We believe we have enough cash, cash equivalents and marketable securities to support our operations for at least the next twelve months.



19



---

##### Table of Contents

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 software and services;
| | - |  | ---------------------------------------------------



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



| |  |  | price discounts on our software and services 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 offerings.
| | - |  | -------------------------------------------

Financing Activities

We have not engaged in any external financing activities in fiscal 2008 and 2007.

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, 2008, no shares of the Series B preferred stock have been redeemed.

As previously reported, we were the respondent in a
proceeding arising out of our contractual relationships with Shore Venture Group, LLC alleging that we have infringed certain patent rights and other matters. Shore Venture Group had withdrawn from the proceeding a number of claims, including a
claim for damages in connection with an alleged copyright infringement and that it has rights under one or more of our patent applications. As described in detail at Item 1. Legal Proceedings of Part II of this Quarterly Report on
Form 10-Q, we received the decision of the arbitrators in this proceeding in December 2007 in which the arbitrators awarded the claimants damages in the amount $1,079,262 plus interest in the amount of $563,676. The arbitrators further awarded the
claimants per diem interest of $303.00 from December 12, 2007 through the date the award was rendered. Following a post-hearing briefing, the arbitrators awarded the claimants attorneys fees of $241,038 on January 31, 2008. The full
amount for this settlement was accrued as of December 31, 2007 and was paid in February 2008.

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

Commitments

Office
Lease Commitments

We entered into the lease agreement for our executive offices on July 11, 2005. The lease is for a term of ten
years and four months, with a commencement date of October 1, 2005 and covers approximately 19,700 total rentable square feet. The annual rent in the first year was $324,000 increasing to $512,000 in year 2 and increasing at regular intervals
until year 10 when the annual rent will be approximately $561,000. The lease also provides us with a 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.



20



---

##### Table of Contents

The offices of our subsidiary Authentidate International, AG are located at Rethelstraße 47,
D-40237 Dusseldorf. We lease approximately 1,052 square meters at an annual rent of approximately $300,000 pursuant to a lease agreement dated December 28, 2007. The lease is for a term of five years and two months commencing on May 1,
2008 and provides us with options to renew the lease for two additional five year terms at the then-current market rate.

Severance and Other
Commitments

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 in fiscal 2006 and paid in full by September 30, 2006.

On January 26, 2006, we entered into a
Termination Agreement with Dennis H. Bunt, our Chief Financial Officer, and he 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 in fiscal 2006 and was paid in full by April 30, 2008.

On November 26, 2007, our Board of Directors appointed Mr. OConnell Benjamin to the office of President, effective immediately.
Mr. Benjamins appointment fills one of the positions formerly held by Mr. Suren Pai, who ceased serving as our President and Chief Executive Officer as of such date. Pursuant to the employment agreement we had with Mr. Pai, in
connection with the cessation of his employment with us, Mr. Pai is entitled to: (a) all compensation accrued but not paid as of the termination date; (b) a severance payment equal to the sum of (i) 12 months of the greater of
(A) his base salary in effect on the termination date and (B) the highest base salary in effect at any time during the ninety (90) day period to the date of termination; and (ii) an additional severance payment of $187,500; and
(c) continued participation in our benefit plans through the end of the month of the one-year anniversary of the termination of his employment. In addition, pursuant to his employment agreement, the options we granted Mr. Pai under such
employment agreement which vested as of the date of termination, plus 200,000 options, are deemed vested and exercisable for two years from the date of termination. The full cost of this arrangement was accrued during the quarter ended
December 31, 2007.

In connection with his promotion, Mr. Benjamins base salary was increased to $290,000 effective
January 1, 2008 and he will be entitled to a discretionary performance-based bonus for the 2008 fiscal year in the discretion of our Management Resources and Compensation Committee. Mr. Benjamin was also granted options to purchase 100,000
shares of our common stock at an exercise price of $1.25. These options vest over a three year period commencing on the first anniversary of the date of grant and expire ten years from the grant date. Our Management Resources and Compensation
Committee has approved an employment agreement with Mr. Benjamin with the following principal terms:



| |  |  | Annual base salary of $290,000.
| | - |  | -------------------------------



| |  |  | Annual bonus potential targeted at 50% of base salary, in the discretion of the Board, or if the Board so designates, the Management Resources and Compensation
Committee of the Board based on the annual performance of the company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event of the termination of Mr. Benjamins employment by us without cause, or by Mr. Benjamin for good reason, as such
terms are to be defined in Mr. Benjamins employment agreement or, if upon the expiration of the agreement his employment is not renewed, he would be entitled to: (a) all compensation accrued but not paid as of the termination date;
(b) a severance payment equal to twelve months of his base salary in effect as of the termination date; and (c) continued participation in our benefit plans (or comparable plans) until the end of the month of the one-year anniversary of
the termination of his employment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event of a change of control, Mr. Benjamin would have the right to terminate his employment with us for any reason within a limited period of time
following the change of control and such termination would be deemed for good reason. In such an event, we would be required to pay him the amounts described in the immediately preceding paragraph. Further, in the event of such a termination, the
100,000 options granted to Mr. Benjamin described above would be deemed vested and exercisable for an extended period following the termination date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If Mr. Benjamins employment is terminated by us for cause he will not be entitled to any further compensation or benefits other than his
accrued and unpaid compensation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21



---

##### Table of Contents

| |  |  | The employment agreement will contain confidentiality obligations that survive termination and non-solicitation and non-competition obligations that end on the
first anniversary of the date of cessation of Mr. Benjamins employment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Contractual Commitments

A summary of the contractual commitments associated with our lease obligations as of March 31, 2008 is as follows (in thousands):



|                       |  |       |       |                 |   |           |  |           |       |                  |   |       |  |   |      
|---------------------- |  | ----- | ----- | --------------- | - | --------- |  | --------- | ----- | ---------------- | - | ----- |  | - | -----
|                       |  | Total |       | Less than 1year |   | 1-3 years |  | 4-5 years |       | More than 5years
|Total operating leases |  | $     | 6,110 |                 | $ | 901       |  | $         | 2,732 |                  | $ | 1,448 |  | $ | 1,029
|                       |  |       |       |                 |   |           |  |           |       |                  |   |       |  |   |      

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, 2008, 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 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, except for certain nonfinancial assets
and liabilities as to which the date is November 15, 2008. 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.

In December 2007, the FASB issued Financial Accounting Standard (FAS) No.141 (Revised 2007), Business
Combination.. Under FAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. FAS 141R also changed the
accounting treatment for certain specific items, including: acquisition costs will generally be expensed as incurred; non controlling interests will be valued at fair value at the acquisition date; acquired contingent liabilities will be recorded at
fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; in-process research and development will be recorded at fair value as
an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income
tax uncertainties after the acquisition date generally will affect income tax expense. FAS 141R applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after
December 15, 2008. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.



22



---

##### Table of Contents

In December 2007, the FASB issued Financial Accounting Standard (FAS) No. 160,
Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51.FAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity. The amount of net
income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. FAS No.160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will
be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. FAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. FAS
No. 160 is effective for fiscal years beginning on or after December 15, 2008 and early adoption is prohibited. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.



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

We have approximately $12,352,000 invested in high quality investments as of March 31, 2008. Although these investments have become less liquid as a result of current credit market conditions, we do not believe that any of our
financial instruments have significant risk associated with market sensitivity. For more information on these investments see note 5 to our condensed consolidated financial statements included in this Form 10-Q. 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, 2008, our unrestricted cash and marketable securities totaled $18,231,000 of which approximately $5,401,000 was invested in commercial
paper and money market accounts and approximately $12,352,000 was invested in auction rate securities. The remainder of our cash was in non-interest bearing checking accounts used to pay operating expenses. For more information on these investments
see note 5 to our condensed consolidated financial statements included in this Form 10-Q.



|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Our President 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 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
SECs rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our President 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.



23



---

##### Table of Contents

Changes in Internal Control over Financial Reporting

As previously reported, on November 26, 2007, we appointed OConnell Benjamin as our President to replace our former Chief Executive. Inherent
with changes in management is a change in understanding of the control environment, the business processes and internal controls. Management believes that the integration of the new President has been successful.

Other than as described above, there was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934) during our fiscal quarter ended March 31, 2008 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
|------- | -----------------

As previously reported,
Authentidate Holding Corp. was named as 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. In this case, the claimants sought additional shares of the common stock of our subsidiary, Authentidate, Inc., and had withdrawn a number of other claims in the arbitration, including claims for damages in connection with an alleged
copyright infringement and rights under one or more of our patent applications. An arbitration hearing in this matter concluded on September 10, 2007. On December 20, 2007, we received the decision of the arbitrators, which was rendered on
December 19, 2007, awarding the claimants damages in the amount $1,079,262 plus interest in the amount of $563,676. The arbitrators further awarded the claimants per diem interest at the rate of $303.00 from December 12, 2007 through the
date the award was rendered. Following a post-hearing briefing, the arbitrators awarded the claimants attorneys fees of $241,038 on January 31, 2008. The arbitration award extinguishes any interest of Shore Ventures in any shares of stock
or stock options of Authentidate Holding Corp. or Authentidate, Inc. The full amount for this settlement was accrued as of December 31, 2007 and was paid in February 2008.

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



24



---

##### Table of Contents

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 former 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, 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 and a restated description of the risk factors associated with
our business is set forth below. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the
year ended June 30, 2007. You should carefully consider the risks described below, together with all of following risk factors and the other information included in this report, in considering our business herein as well as the information
included in other reports and prospects. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our
business operations, financial condition and/or operating results. If any of the matters or events described in the following risks actually occurs, our business, financial condition or results of operations could be harmed. In such case, the
trading price of our common stock could decline, and you may lose all or part of your investment due to any of these risks.

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 $15,063,000, $17,823,000 and $19,184,000 for the fiscal years ended
June 30, 2007, 2006 and 2005, respectively and a net loss of approximately $13,178,000 for the nine months ended March 31, 2008. We have expended, and will continue to be required to expend, substantial funds to pursue product development
projects, enhance our marketing and sales efforts and to otherwise operate our business. Therefore, we will need to generate higher revenues to achieve and maintain profitability and cannot assure you that we will be profitable in any future period.
Our prospects should be considered in light of the difficulties frequently encountered in connection with the establishment of a new business line, which characterizes our 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. This risk may be more acute in light of our disposition of our other operating segments. 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 our software
and services, such as our Inscrybe Healthcare platform and related modules and our Inscrybe Office offering. Due to these expenditures, we have incurred significant losses to date. We used approximately $14,852,000, $13,743,000 and $10,821,000 in
cash for continuing operating activities for the fiscal years ended June 30, 2007, 2006 and 2005, respectively, and $12,112,000 for the nine months ended March 31, 2008. We expect the proceeds received from our February 2004 private
financing, in which we raised approximately $69,100,000 in net proceeds, and cash generated from operations and asset sales, to satisfy our cash needs for the foreseeable future. No assurances can be given that we will



25



---

##### Table of Contents

be able to attain sales levels and support our costs through revenues derived from operations. If we are unable to attain projected revenue levels for our
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 new license agreement, we may need to incur additional costs in our efforts to successfully commercialize this technology.

In July 2007, we entered into a new three-year license agreement with the U.S. Postal Service® (USPS) to act as a non-exclusive authorized service provider of the USPS Electronic Postmark® (EPM). Pursuant to this license
agreement, the USPS granted the company a non-exclusive, worldwide license to use its applicable trademarks and other intellectual property rights for the EPM service in order to enable us to offer the EPM service directly to the market. The USPS
will define and maintain the technical and operational standards for the EPM service, and serve as backup verifier for all EPM transactions. Authentidate is the first provider to be authorized in a new standards-based EPM service model created by
the USPS to help ensure performance standards and facilitate the development of a multi-provider environment. We have operated the EPM service on behalf of the USPS since March 2003, under a strategic alliance agreement that expired on July 31,
2007.

This license agreement is effective as of August 1, 2007 and will expire in three years unless it is sooner terminated in
accordance with its terms. Either party may terminate the agreement upon written notice if the other party is in material breach of any provision thereof, subject to applicable cure periods. In addition, either party may terminate this agreement for
any reason, upon 120 days notice to the other party. The USPS will also have the right to terminate the license agreement upon written notice in connection with a change in control transaction affecting Authentidate. No assurances can be given that
the USPS will not terminate this agreement which termination could adversely affect our ability to commercialize this technology.

Our
license 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. 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 legislation, the PRC may review the current licensing arrangement for the EPM. Accordingly, there can be no assurance the USPS will not terminate this licensing program, which could adversely affect our ability to
commercialize this technology.

We depend on growth in the software as a service market, and lack of growth or contraction in this market could
materially adversely affect our sales and financial condition.

Our software and internet solutions compete with other software
as a service solutions. Demand for our solutions and software offerings is driven by several factors, including an increased focus on protecting business-critical applications, government and industry regulations requiring data protection and
integrity, and the growth in the market for software as a service. Segments of the computer and software industry have in the past experienced significant economic downturns and decreases in demand as a result of changing market factors. A change in
the market factors that are driving demand for offerings of software as a service could adversely affect our sales, profitability and financial condition.

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 Quarterly Report on Form 10-Q, several purported class action
complaints were filed in federal court alleging our company and certain of our current and former directors and former officers violated the federal securities laws. Subsequently, four purported shareholder derivative actions were filed against
certain of our current and former directors and former officers 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.



26



---

##### Table of Contents

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. 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. On
November 26, 2007, our board of directors appointed Mr. OConnell Benjamin to the office of President, effective immediately. Mr. Benjamins appointment fills one of the positions formerly held by Mr. Suren Pai, who
ceased serving as our President and Chief Executive Officer as of such date. In connection with our promotion of our new President, we have approved the following principal terms of an employment agreement with him: (a) annual base salary of
$290,000; (b) annual bonus potential targeted at 50% of base salary, in the discretion of the Board, or if the Board so designates, the Management Resources and Compensation Committee of the Board based on the annual performance of the Company;
and (c) in the event of the termination of Mr. Benjamins employment by us without cause, or by Mr. Benjamin for good reason, as such terms are to be defined in Mr. Benjamins employment
agreement or, if upon the expiration of the agreement his employment is not renewed, he would be entitled to: (i) all compensation accrued but not paid as of the termination date; (ii) a severance payment equal to twelve months of his base
salary in effect as of the termination date; and (iii) continued participation in our benefit plans (or comparable plans) until the end of the month of the one-year anniversary of the termination of his employment. Further, in the event of a
change of control, Mr. Benjamin would have the right to terminate his employment with us for any reason within a limited period of time following the change of control and such termination would be deemed for good reason. In such an event, we
would be required to pay him the amounts described in the immediately preceding paragraph.

We cannot assure you that we will be able to
retain our key employees for any particular length of time. 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) in fiscal 2006 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 2008, 2007 and 2006 were higher than they would have been had we not been required to adopt FAS 123(R).
This will continue to be the case for future periods. 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.



27



---

##### Table of Contents

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 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, 2008, we had approximately $7,300,000 of goodwill principally from our acquisition of
our German subsidiary, 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 June 2007,
we entered into a new one-year employment agreement with Mr. Jan Wendenburg, the CEO of Authentidate International, pursuant to which he received a base salary of approximately, 210,000 Euros. Further, for the fiscal years ended June 30,
2007, 2006 and 2005 and the nine months ended March 31, 2008, we advanced or made capital investments of approximately $3,372,000 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
software 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 software and services. The cost of developing new software and services, such as Inscrybe Healthcare and related modules and Inscrybe Office, is inherently difficult to estimate. Our
development and implementation of proposed software 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 software 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 revenues and harm our relationships with current or
potential customers.

New or updated software 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 software and services. The future results of our business will depend, in significant part, on the success of our software 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 software or services, especially when they are initially offered and if they require changes in equipment or workflow. For software and services we are developing or may develop in the future, there can
be no assurance that we will attract sufficient customers or that such software and services will generate sufficient revenues to cover the costs of developing, marketing and providing such software and services. Furthermore, there can be no
assurance that any pricing strategy that we implement for any new software 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 software
and services could have a material adverse effect on our business prospects. Further, achieving market acceptance for new or updated software 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. On April 17, 2008 the
U.S. Patent and Trademark Office mailed us a Notice of Allowance for another of our patent applications to issue as a patent. In addition, we have nine U.S., ten foreign and one PCT patent applications pending relating to the technology and business
processes underlying our services and applications. However, some of the technology embodied in some of our current products cannot be patented. We have registered the trademarks Authentidate and CareCert in the U.S., the
trademark Authentidate in Germany and in the European Community and a number of other trademarks as Madrid Protocol international registrations. We have also sought to register a number of additional trademarks in the U.S. and certain
foreign markets, including Inscrybe, MyInscrybe and Inscrybe Office. 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



28



---

##### Table of Contents

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. 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 cannot 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 received the decision of the
arbitrators in the proceeding commenced against us by Shore Venture Group, LLC. As described in detail at Item 1. Legal Proceedings of Part II of this Report on Form 10-Q, the arbitrators awarded the claimants damages in the amount
$1,079,262 plus interest in the amount of $563,676. The arbitrators further awarded the claimants per diem interest of $303.00 from December 12, 2007 through the date the award was rendered. Following a post-hearing briefing, the arbitrators
awarded the claimants attorneys fees of $241,038 on January 31, 2008. The arbitration award extinguishes any interest of Shore Ventures in any shares of stock or stock options of Authentidate Holding Corp. or Authentidate, Inc. Shore
Venture Group had withdrawn from the proceeding a number of claims, including a claim for damages in connection with an alleged copyright infringement and that it has rights under one or more of our patent applications.

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
revenues from a few software and service offerings, any decline in demand for these offerings could severely harm our ability to generate revenues.

We derive a majority of our revenues from a limited number of software and service offerings. In addition, our focus on building our business is concentrated on markets for software and services where content
integrity, workflow automation, electronic signatures and time and date stamping are important to customers. As a result, we are particularly vulnerable to fluctuations in demand for these offerings, whether as a result of competition, product
obsolescence, technological change, customer spending, or other factors. If our revenues derived from our software and service offerings were to decline significantly, our business and operating results would be adversely affected. Additionally, for
the year ended June 30, 2007 we reported that two customers accounted for approximately 43% of our consolidated revenues. As a result, if our relationships with these or other significant customers were disrupted we could lose a significant
percentage of our anticipated revenues which could have material adverse effect on our business.

Some of our software and service offerings have long
and unpredictable sales cycles, which may impact our quarterly operating results.

Transactions for some of our software and service
offerings 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 software and service offerings;
| | - |  | ---------------------------------------------------------------------------------



29



---

##### Table of Contents

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



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



| |  |  | customers willingness to invest resources and modify their network infrastructures to take advantage of our offerings; 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 Inscrybe Healthcare, which has adversely affected our earnings. We may experience similar delays with Inscrybe Office 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 sales and marketing
efforts 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 and web-based services 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 software and web-based services, 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.



30



---

##### Table of Contents

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 slow down 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 software and service offerings may not be accepted by the market, which
would seriously harm our business.

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



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



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



| |  |  | the markets perception of how easy or difficult it is to deploy our software or services, 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; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | 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 our software and services
and there can be no assurance that any of these offerings will ever achieve or maintain widespread market acceptance or that such offerings will be profitable.

If we cannot continuously enhance our software and web-based service offerings 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 and services which render existing
products and services 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 our software and web-based service offerings and successfully develop and market new offerings that meet the changing needs of our customers. Although we are dedicated to continued improvement of our offerings with a
view towards satisfying market needs with the most advanced capabilities, there can be no assurance that we will be able to continue to do so on a regular basis and remain 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 software and web-based
services.

If our software and web-based service offerings are not competitive, our business will suffer.

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



31



---

##### Table of Contents

Our business, including Inscrybe Healthcare, Inscrybe Office and our electronic signing solutions are
relatively new business lines and although the level of competition for these offerings is unknown at this point in time, the field of software-based solutions is highly competitive. There can be no assurances, however, that any of our offerings
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 offerings. Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their software and service offerings 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 and web-based services are complex and are
operated in a wide variety of computer configurations, which could result in errors or product failures.

Our software and web-based
services 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 offerings may be 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 software or services or may expose undetected errors, failures or bugs in such offerings. 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 use. Errors, failures or bugs in our offerings could result in negative publicity, returns, loss of or delay in market acceptance of our software or services 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 licenses 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, 2007, the date of our most recent year end, we had net operating loss
carryforwards (NOLS) for federal income tax purposes of approximately $96,000,000 available to offset future taxable income. Under Section 382 of the Internal Revenue Code of 1986, as amended, utilization of prior NOLS is limited
after an ownership change, as defined in Section 382, to an annual amount equal to the value of the corporations outstanding stock immediately before the date of the ownership change multiplied by the federal long-term exempt tax rate.
Use of our NOLS could also be limited as a result of grants of stock options under stock option plans and other events. In the event we achieve profitable operations, any significant limitation on the utilization of NOLS would have the effect of
increasing our current tax liability.

Risks Related to Our Common Stock

Our stock price is volatile and could decline.

The price of our common stock has been, and is
likely to continue to be, volatile. For example, our stock price during the fiscal year ended June 30, 2007 traded as low as $1.20 per share and as high as $2.73 per share. During the nine months ended March 31, 2008, our stock traded in
the range of $0.39 to $1.60. 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 offerings by existing or new competitors;
| | - |  | -------------------------------------------------------------------------



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



| |  |  | reduced demand for any given software or web-based service offering; and
| | - |  | ------------------------------------------------------------------------



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



32



---

##### Table of Contents

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.

We currently are not in compliance with The Nasdaq Global Market $1.00 minimum bid price requirement
and failure to regain and maintain compliance with this standard could result in delisting and adversely affect the market price and liquidity of our common stock.

On December 18, 2007, we received a deficiency letter from the Nasdaq Stock Market notifying us that the closing price per share of our common stock was below the $1.00 minimum bid price requirement for 30
consecutive trading days and that, as a result, we no longer meet The Nasdaq Stock Markets minimum bid price requirement for continued listing. Nasdaq has provided us with 180 calendar days, or until June 16, 2008, to regain compliance.
To regain compliance with the minimum bid price requirement, the closing bid price of our common stock must remain above $1.00 for a minimum of ten consecutive trading days during the 180-day compliance period. If this occurs, Nasdaq will provide us
with written notification of compliance. However, if we do not regain compliance within the time frame provided by Nasdaq, our common stock may be delisted from The Nasdaq Global Market. In the event that we were to receive a delisting notice, we
are permitted to appeal the delisting determination to a Nasdaq Listings Qualifications Panel. In addition, in the event that such a delisting determination was based solely on non-compliance with the minimum bid price rule, we may be permitted to
transfer the listing of our common stock to the Nasdaq Capital Market if we satisfy all criteria for initial inclusion on such market other than compliance with the minimum bid price requirement. In the event of such a transfer, the Nasdaq
Marketplace Rules provide that we would be granted an additional 180 calendar days to comply with the minimum bid price rule while on the Nasdaq Capital Market. The 180-day compliance period relates exclusively to our bid price deficiency and we may
be delisted during the 180-day period for failure to maintain compliance with any other listing requirement which occurs during this period.

If our common stock were to be delisted from The Nasdaq Stock Market, trading of our common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the
OTC Bulletin Board. Such trading will reduce the market liquidity of our common stock. As a result, an investor would find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock. If our common stock is
delisted from The Nasdaq Stock Market and the trading price remains below $5.00 per share, trading in our common stock might also become subject to the requirements of certain rules promulgated under the Exchange Act, which require additional
disclosure by broker-dealers in connection with any trade involving a stock defined as a penny stock (generally, any equity security not listed on a national securities exchange or quoted on Nasdaq that has a market price of less than
$5.00 per share, subject to certain exceptions). Many brokerage firms are reluctant to recommend low-priced stocks to their clients. Moreover, various regulations and policies restrict the ability of shareholders to borrow against or
margin low-priced stocks, and declines in the stock price below certain levels may trigger unexpected margin calls. Additionally, because brokers commissions on low-priced stocks generally represent a higher percentage of the stock
price than commissions on higher priced stocks, the current price of the common stock can result in an individual shareholder paying transaction costs that represent a higher percentage of total share value than would be the case if our share price
were higher. This factor may also limit the willingness of institutions to purchase our common stock. Finally, the additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from facilitating trades in our
common stock, which could severely limit the market liquidity of the stock and the ability of investors to trade our common stock. As a result, the ability of our shareholders to resell their shares of common stock, and the price at which they could
sell their shares, could be adversely affected. The delisting of our stock from the Nasdaq Stock Market would also make it more difficult for us to raise additional capital.

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, 2008, the following options and warrants were outstanding:



| |  |  | Stock options to purchase approximately 4,845,000 shares of common stock at exercise prices ranging from $0.44 to $15.33 per share, not all of which are immediately
exercisable. The weighted average exercise price of the outstanding stock options is $4.10 per share. These stock options are employee and non-executive director options.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



33



---

##### Table of Contents

| |  |  | Immediately exercisable warrants to purchase approximately 473,000 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 $10.17.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 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.



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

a) Sales of Unregistered Securities

In January 2008 and April 2008, we issued an aggregate of 34,237 and 34,659 shares of
our common stock, respectively, 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.

In April 2008, we entered into a consulting services agreement with CRA and pursuant to such agreement granted warrants to purchase 150,000 shares of our
common stock to Crystal Research. The warrants are exercisable for a period of four years from the date of issuance at an exercise price of $0.39 per share. The warrants were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended and the consultant represented to us that it is an accredited investor, as such term is defined in Regulation D, promulgated under 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 nine months ended March 31, 2008.



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

None.



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

Not Applicable.



34



---

##### Table of Contents

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

Effective as of
November 26, 2007, OConnell Benjamin became our President. In connection with his promotion, Mr. Benjamins base salary was increased to $290,000 effective January 1, 2008 and he will be entitled to a discretionary
performance-based bonus for the 2008 fiscal year in the discretion of our Management Resources and Compensation Committee. Mr. Benjamin was also granted options to purchase 100,000 shares of our common stock at an exercise price of $1.25. These
options vest over a three year period commencing on the first anniversary of the date of grant and expire ten years from the grant date. Our Management Resources and Compensation Committee has approved an employment agreement with Mr. Benjamin
with the following principal terms:



| |  |  | Annual base salary of $290,000.
| | - |  | -------------------------------



| |  |  | Annual bonus potential targeted at 50% of base salary, in the discretion of the Board, or if the Board so designates, the Management Resources and Compensation
Committee of the Board based on the annual performance of the company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event of the termination of Mr. Benjamins employment by us without cause, or by Mr. Benjamin for good reason, as such
terms are to be defined in Mr. Benjamins employment agreement or, if upon the expiration of the agreement his employment is not renewed, he would be entitled to: (a) all compensation accrued but not paid as of the termination date;
(b) a severance payment equal to twelve months of his base salary in effect as of the termination date; and (c) continued participation in our benefit plans (or comparable plans) until the end of the month of the one-year anniversary of
the termination of his employment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event of a change of control, Mr. Benjamin would have the right to terminate his employment with us for any reason within a limited period of time
following the change of control and such termination would be deemed for good reason. In such an event, we would be required to pay him the amounts described in the immediately preceding paragraph. Further, in the event of such a termination, the
100,000 options granted to Mr. Benjamin described above would be deemed vested and exercisable for an extended period following the termination date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If Mr. Benjamins employment is terminated by us for cause he will not be entitled to any further compensation or benefits other than his
accrued and unpaid compensation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The employment agreement will contain confidentiality obligations that survive termination and non-solicitation and non-competition obligations that end on the
first anniversary of the date of cessation of Mr. Benjamins employment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

The following exhibits are filed herewith
or incorporated by reference.



|              |  |                                                                                                                                                                 |  |                           |  |       |  |         |  |              
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ----- |  | ------- |  | -------------
|              |  |                                                                                                                                                                 |  | Incorporated by Reference |  |       |  |        
|ExhibitNumber |  | Exhibit Description                                                                                                                                             |  | Form                      |  | Dated |  | Exhibit |  | FiledHerewith
|31.1          |  | Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                            |  |                           |  |       |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                              |  |                           |  |       |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|32.1          |  | Certification of President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |                           |  |       |  |         |  | X            



35



---

##### Table of Contents

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 8, 2008 |  | /s/ OConnell Benjamin             
|Date        |  | OConnell Benjamin                 
|            |  | President                          
|            | 
|            |  | /s/ William A. Marshall            
|            |  | William A. Marshall                
|            |  | Chief Financial Officer & Treasurer



36