Forward-Looking Information





This report includes, in addition to historical information, "forward-looking
statements". All statements other than statements of historical fact we make in
this report are forward-looking statements. In particular, the statements
regarding industry prospects and our expectations regarding future results of
operations or financial position (including those described in this Management's
Discussion and Analysis of Financial Condition and Results of Operations) are
forward-looking statements. Such statements are based on management's current
expectations and are subject to a number of uncertainties and risks that could
cause actual results to differ significantly from those described in the
forward-looking statements. Factors that may cause such a difference include the
following:



  ? the success of products depends on a number of factors including market
    acceptance and our ability to manage the risks associated with product
    introduction;

? local, regional, national and international economic conditions and events,

and the impact they may have on us and our customers;

? our revenue could be adversely impacted if any of our significant customers

reduces its order levels or fails to order during a reporting period; customer

demand is based on many factors out of our control;

? as a result of the new revenue recognition standards, if any significant end

user customer or reseller substantially changes its order level, or fails to

order during the reporting period, whether the order is placed directly with

us or through one of our non-stocking resellers, our software licenses revenue

could be materially impacted; and

? other factors, including, but not limited to, those set forth under Item 1A,

"Risk Factors" in our Annual Report on Form 10-K for the year ended December

31, 2019 which was filed with the Securities and Exchange Commission (the

"SEC") on April 14, 2020, and in other documents we have filed with the SEC.






Statements included in this report are based upon information known to us as of
the date that this report is filed with the SEC, and we assume no obligation to
update or alter our forward-looking statements made in this report, whether as a
result of new information, future events or otherwise, except as otherwise
required by applicable federal securities laws.



Introduction



We are developers of application publishing software which includes application
virtualization software and cloud computing software for multiple computer
operating systems including Windows, UNIX and several Linux-based variants. Our
application publishing software solutions are sold under the brand name
GO-Global, which is our sole revenue source. GO-Global is an application access
solution for use and/or resale by independent software vendors ("ISVs"),
corporate enterprises, governmental and educational institutions, and others who
wish to take advantage of cross-platform remote access and Web-enabled access to
their existing software applications, as well as those who are deploying secure,
private cloud environments.



Beginning in 2012, we developed and marketed several products in the field of
software productivity for mobile devices such as tablets and smartphones under
the hopTo brand. We ceased all our sales, marketing and development for the
hopTo products in 2016.



We have made investments in intellectual property ("IP") and filed many patents
designed to protect the technologies embedded in the hopTo products. We are
currently marketing for sale 49 patents and related source code developed from
our hopTo development efforts.



Critical Accounting Policies



We believe that several accounting policies are important to understanding our
historical and future performance. We refer to these policies as "critical"
because these specific areas require us to make judgments and estimates about
matters that are uncertain at the time we make the estimates. Actual results may
differ from these estimates. For a summary of our critical accounting policies,
please refer to our 2019 10-K Report and Note 2 to our unaudited consolidated
financial Statements included under Item 1 - Financial Statements in this Form
10-Q.



13





Results of Operations for the Three Months Ended June 30, 2020 and 2019

The following are the results of our operations for the three months ended June 30, 2020 as compared to the three months ended June 30, 2019.





                                                      For the Three Months Ended
                                                     June 30,             June 30,
                                                       2020                 2019           $ Change
                                                    (Unaudited)          (Unaudited)

Revenues                                          $     1,066,100       $     732,000     $  334,100

Cost of revenues                                           37,400              39,600         (2,200 )
Gross profit                                            1,028,700          

692,400 336,300



Operating expenses:
Selling and marketing                                     151,500             110,600         40,900
General and administrative                                239,500             199,600         39,900
Research and development                                  356,900          

383,000 (26,100 )


 Total operating expenses                                 747,900          

693,200 54,700


Income (loss) from operations                             280,800          

     (800 )      281,600

Other income (expense):
Other income (expense):                                    46,900                 100         46,800

Income (loss) before provision for income taxes           327,700          

     (700 )      328,400
Provision for income taxes                                  5,000                   -          5,000
Net income (loss)                                 $       322,700       $        (700 )   $  323,400




Revenues



Our software revenue is entirely related to our GO-Global product line, and
historically has been primarily derived from product licensing fees and service
fees from maintenance contracts. The majority of this revenue has been earned,
and continues to be earned, from a limited number of significant customers, most
of whom are resellers. Many of our resellers purchase software licenses that
they hold in inventory until they are resold to the ultimate end user (a
"stocking reseller").



When a software license is sold directly to an end user by us, or by one of our
resellers who does not stock licenses into inventory, revenue is recognized
immediately upon shipment, assuming all other criteria for revenue recognition
are met. Consequently, if any significant end user customer substantially
changes its order level, or fails to order during the reporting period, whether
the order is placed directly with us or through one of our non-stocking
resellers, our software licenses revenue could be materially impacted.



Almost all stocking resellers maintain inventories of our Windows products; few stocking resellers maintain inventories of our UNIX products.

The following is a summary of our revenues by category for the three months ended June 30, 2020 and 2019.





                          For the Three Months Ended
                           June 30,           June 30,
                             2020               2019        $ Change
Revenue
Software Licenses
Windows                 $       159,000       $ 152,800     $   6,200
UNIX/Linux                       16,500           2,400        14,100
Total                           175,500         155,200        20,300

Software Service Fees
Windows                         582,500         484,300        98,200
UNIX/Linux                       56,700          69,500       (12,800 )
Total                           639,200         553,800        85,400

Other                           251,400          23,000       228,400
                        $     1,066,100       $ 732,000     $ 334,100




Software Licenses



Windows software licenses revenue increased by $6,200 or 4.1% to $159,000 during
the three months ended June 30, 2020, from $152,800 for the same period in 2019.
The increase was primarily due to higher revenue from standard and encryption
licenses for three months ended June 30, 2020.



14






Software licenses revenue from our UNIX/Linux products increased by $14,100 or
587.5% to $16,500 for the three months ended June 30, 2020 from $2,400 for the
same period in 2019. The increase was primarily due to higher revenue from
standard and encryption licenses for the three months ended June 30, 2020.




Software Service Fees



Service fees attributable to our Windows product service increased by $98,200 or
20.3% to $582,500 during three months ended June 30, 2020, from $484,300 for the
same period in 2019. The increase was primarily due to a higher of Windows
subscription license revenue.



Service fees revenue attributable to our UNIX products decreased by $12,800 or
18.4% to $56,700 during the three months ended June 30, 2020, from $69,500 for
the same period in 2019. The decrease was primarily the result of the lower
level of UNIX product sales throughout the prior year and an expiration of
certain long-term maintenance contracts. The majority of this decrease was
attributable to our European telecommunications customers.



Other



Other revenue consists of private labeling fees, professional services, and
other non-recurring revenues. Other revenue increased by $228,400 or 993.0% for
the three months ended June 30, 2020, compared to the same period in 2019. The
primary increase was related to revenue recognized from a one-time,
non-recurring license agreement with an existing customer for the use of our
software.



Cost of Revenues



Cost of revenue is comprised primarily of software service costs, which
represent the costs of customer service. Also included in cost of revenue are
software product costs, which is primarily the required import tax withholdings
from Brazil resellers. We incur no significant shipping or packaging costs as
virtually all of our deliveries are made via electronic means over the Internet.



Cost of revenue for the three months ended June 30, 2020 decreased by $2,200, or
5.6%, to $37,400 for the three months ended June 30, 2020 from $39,600 for the
same period in 2019. Cost of revenue represented 3.6% and 5.4% of total revenue
for the three months ended June 30, 2020 and 2019, respectively.



Selling and Marketing Expenses

Selling and marketing expenses primarily consisted of employee, outside services and travel and entertainment expenses.


Selling and marketing expenses increased by $40,900, or 37.0%, to $151,500 for
the three months ended June 30, 2020 from $110,600 for the same period in 2019.
Selling and marketing expenses represented approximately 14.6% and 15.1% of
total revenue for the three months ended June 30, 2020 and 2019, respectively.
Selling and marketing expenses increased during three months period ended June
30, 2020 due to the increase in marketing consulting services.



General and Administrative Expenses





General and administrative expenses primarily consist of employee costs,
depreciation and amortization, legal, accounting, board of director fees, other
professional services (including those related to our patents), rent, travel and
entertainment and insurance. Certain costs associated with being a publicly held
corporation are also included in general and administrative expenses, as well as
bad debt expense.



General and administrative expenses increased by $39,900, or 20.0%, to $239,500
for the three months ended June 30, 2020 from $199,600 for the same period in
2019. The increase in general and administrative expense was due to the increase
in board of director fees, offset by decrease in accounting fees.



Research and Development Expenses





Research and development expenses consist primarily of employee costs, payments
to contract programmers, software subscriptions, travel and entertainment for
our engineers, and all rent for our leased engineering facilities.



Research and development expenses decreased by $26,100, or 6.8% to $356,900 for
the three months ended June 30, 2020 from $383,000 for the same period in 2019.
The research and development decrease due lower consulting fees as a result of
completion of research and development expenses during the second quarter of
2019.



Other Income



Other income increased by $46,800 for the three months ended June 30, 2020,
compare to the same periods in 2019 was primarily related to penalty fees from a
one-time, non-recurring license agreement with an existing customer for the

use
of our license.



15





Results of Operations for the Six-Month Periods Ended June 30, 2020 and 2019

The following are the results of our operations for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019.





                                                            For the Six Months Ended
                                                        June 30, 2020       June 30, 2019

Revenues                                               $     1,910,700     $     1,785,800
Cost of revenues                                                75,500              68,800
Gross profit                                                 1,835,200           1,717,000

Operating expenses:
Selling and marketing                                          255,900             227,600
General and administrative                                     468,500             494,600
Research and development                                       720,900             757,500
 Total operating expenses                                    1,445,300           1,479,700

Income from operations                                         389,900             237,300

Other income:
Other income                                                    46,900              13,900

Income before provision for income taxes                       436,800     

       251,200
Provision for income taxes                                       5,000                   -
Net income (loss)                                      $       431,800     $       251,200

Net income per share, basic                            $          0.04     $          0.03
Net income per share, diluted                          $          0.04     $          0.02

Weighted average number of common shares outstanding
Basic                                                       10,673,340           9,807,261
Diluted                                                     10,683,163          10,274,011




Revenues



Our software revenue is entirely related to our GO-Global product line, and
historically has been primarily derived from product licensing fees and service
fees from maintenance contracts. The majority of this revenue has been earned,
and continues to be earned, from a limited number of significant customers, most
of whom are resellers. Many of our resellers purchase software licenses that
they hold in inventory until they are resold to the ultimate end user (a
"stocking reseller").



When a software license is sold directly to an end user by us, or by one of our
resellers who does not stock licenses into inventory, revenue is recognized
immediately upon shipment, assuming all other criteria for revenue recognition
are met. Consequently, if any significant end user customer substantially
changes its order level, or fails to order during the reporting period, whether
the order is placed directly with us or through one of our non-stocking
resellers, our software licenses revenue could be materially impacted.



Almost all stocking resellers maintain inventories of our Windows products; few stocking resellers maintain inventories of our UNIX products.

The following is a summary of our revenues by category for the six months ended June 30, 2020 and 2019.





                          For the Six Months Ended
                          June 30,         June 30,
                            2020             2019         $ Change
Revenue
Software Licenses
Windows                 $     396,900     $   472,100     $ (75,200 )
UNIX/Linux                     54,900          16,000        38,900
Total                         451,800         488,100       (36,300 )

Software Service Fees
Windows                     1,064,100       1,098,200       (34,100 )
UNIX/Linux                    121,800         153,500       (31,700 )
Total                       1,185,900       1,251,700       (65,800 )

Other                         273,000          46,000       227,000
                        $   1,910,700     $ 1,785,800     $ 124,900




Software Licenses



Windows software licenses revenue decreased by $75,200 or 15.9% to $396,900
during the six months ended June 30, 2020, from $472,100 for the same period in
2019. The decrease was entirely due to a certain partner that purchased a large
order of Windows licenses from the Company during the three months ended March
31, 2019 that did not recur during the three months ended March 31, 2020.



16






Software licenses revenue from our UNIX/Linux products increased by $38,900 or
243.1% to $54,900 for the six months ended June 30, 2020 from $16,000 for the
same periods of 2019. The increase was primarily due to higher revenue from
higher stocking and standard order licenses.



We expect aggregate GO-Global total software license revenue in 2020 to be in-line with 2019 levels as we are observing a mix of both higher and lower aggregate revenue from our various customers.





Software Service Fees



Service fees attributable to our Windows product service decreased by $34,100 or
3.1% to $1,064,100 during the six months ended June 30, 2020, from $1,098,200
for the same period in 2019. The decrease was primarily due to timing of revenue
recognition for maintenance support fees along with a decrease in maintenance
support for a large OEM partner and the expiration of a long-term maintenance
contract for a European customer. These were partially offset by an increase in
maintenance support fees due to an increase in Windows product sales from other
customers throughout the prior year.



Service fees revenue attributable to our UNIX products decreased by $31,700 or
20.7% to $121,800 during the six months ended June 30, 2020, from $153,500 for
the same period in 2019. The decrease was primarily the result of the lower
level of UNIX product sales throughout the prior year and an expiration of
certain long-term maintenance contracts.



We expect that software service fees for 2020 will approximate to those for 2019.





Other



Other revenue consists of private labeling fees, professional services, and
other non-recurring revenues. Other revenue increased by $227,000 or 493.5% for
the six months ended June 30, 2020, compared to the same period in 2019.The
primary increase was related to revenue recognized from a one-time,
non-recurring a license agreement with an existing customer for the use of

our
license.



Cost of Revenues



Cost of revenue is comprised primarily of software service costs, which
represent the costs of customer service. Also included in cost of revenue are
software product costs, which are primarily comprised of the amortization of
capitalized software development costs and costs associated with licenses to
third party software included in our product offerings, and the required import
tax withholdings from Brazil resellers. We incur no significant shipping or
packaging costs as virtually all of our deliveries are made via electronic

means
over the Internet.



Cost of revenue for the six months ended June, 2020 increased by $6,700, or
9.7%, to $75,500 for the six months ended June, 2020 from $68,800 for the same
period in 2019. Cost of revenue represented 4.0% and 3.9% of total revenue for
the six months ended June 30, 2020 and 2019, respectively. The primarily
increase was due to increase import tax withholdings associated with higher
revenue from Brazil resellers for the six-month period ended June 30, 2020.

We expect 2020 cost of revenue to be slightly higher than 2019 for the above reason.

Selling and Marketing Expenses

Selling and marketing expenses primarily consisted of employee, outside services and travel and entertainment expenses.


Selling and marketing expenses increased by $28,300, or 12.4%, to $255,900 for
the six months ended June 30, 2020 from $227,600 for the same period in 2019.
Selling and marketing expenses represented approximately 13.6% and 12.7% of
total revenue for the six months ended June 2020 and 2019, respectively. The
increase in selling and marketing expenses was due to an increase in consulting
services offset by lower employee benefit costs.



We expect to maintain our sales and marketing efforts in 2020 for anticipated GO-Global releases with select targeted modest investments in promotional activity; accordingly, for this reason, we expect 2020 sales and marketing expenses to be slightly higher than 2019 levels.





17





General and Administrative Expenses





General and administrative expenses primarily consist of employee costs, legal,
accounting, board fees, other professional services (including those related to
our patents), rent, travel and entertainment and insurance. Certain costs
associated with being a publicly held corporation are also included in general
and administrative expenses, as well as bad debt expense.



General and administrative expenses decreased by $26,100, or 5.3%, to $468,500
for the six months ended June 30, 2020 from $494,600 for the same period in
2019. General and administrative expenses represented approximately 24.8% and
27.7% of total revenue for the six months ended June 30, 2020 and 2019,
respectively.



The decrease in general and administrative expense was due to lower accounting fees and employee benefit costs, offset by higher board member service fees.


In 2020, we anticipate a reduction in accounting fees and employee benefit costs
compared to 2019 levels due to changes in service providers and improved cost
controls by management. We therefore expect that our 2020 general and
administrative costs will be slightly lower than those for 2019.



Research and Development Expenses





Research and development expenses consist primarily of employee costs, payments
to contract programmers, software subscriptions, travel and entertainment for
our engineers, and all rent for our leased engineering facilities.



Research and development expenses decreased by $36,600, or 4.8% to $720,900 for
the six months ended June 30, 2020 from $757,500 for the same period in 2019.
This represented approximately 38.2% and 42.4% of total revenue for the six
months ended June 30, 2020 and 2019, respectively.



The decrease in research and development expense was primarily due to a decrease
in benefit cost and consulting fees associated with completing the new releases
of our GO-Global products.



In 2020, we expect to continue our investments in research and development
resources associated with our GO-Global products based on market feedback. We
therefore expect 2020 research and development expenses to be slightly higher
than 2019 levels.



Other Income


Other income increased by $33,000 for the six months ended June 30, 2020, compare to the same periods in 2019 was primarily related to penalty fees from a license agreement with an existing customer for the use of our license.

Liquidity and Capital Resources





As of June 30, 2020, we had cash of $2,372,700 and a working capital position of
$964,500 as compared to cash of $1,541,900 and a working capital position of
$101,800 at December 31, 2019. The increase in cash as of June 30, 2020 was
primarily the result of cash provided in operating and financing activities
during the period. We expect our results from operations and capital resources
will be sufficient to fund our operations for at least the next 12 months from
the date of the filing of this quarterly report on Form 10-Q.



The following is a summary of our cash flows from operating, investing and financing activities for the three months ended June 30, 2020 and 2019.





                                                     For the Six Months Ended
                                                     June 30,          June 30,
                                                       2020              2019

Cash flows provided by operating activities $ 413,800 $ 227,500


     Cash flows provided by investing activities   $           -       $    

-

Cash flows provided by financing activities $ 417,000 $


 300




Net cash flows provided by operating activities for the six months ended June
30, 2020 amounted to $413,800, compared to cash flows provided by operating
activities of $227,500 for the six months ended June 30, 2019. The increase in
cash flows provided by operating activities is primarily the result of higher
net income due to a one-time settlement income from a particular customer
compared to the prior year period.



18






Net cash provided by financing activities for the six months ended June 30, 2020
amounted to $417,000. We received gross proceeds of $480,100 from the Rights
Offering and paid $63,100 of issuance cost for the six months ended June 30,
2020. Subsequent to June 30, 2020, we received $2.12 million from the closing of
the investment pursuant to the Backstop Agreement. We intend to use the proceeds
from the Rights Offering and the Backstop Agreement for general corporate
purposes, which may include acquisitions (although we do not currently have any
plans with respect to any acquisition).



We had no significant financing activity for the six months ended June 30, 2019.

We had no cash flow activity relating to investing for the six months ended June 30, 2020 or 2019.

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