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, 2021 which was filed with the Securities and Exchange Commission (the

"SEC") on March 31, 2022, 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



hopTo, Inc., through its wholly owned subsidiary GraphOn Corporation
(collectively, "we", "us," "our" or the "Company"), is a developer 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 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.



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 when we make the estimates. Actual
results may differ from these estimates. For a summary of our critical
accounting policies, please refer to our 2021 10-K Report and Note 2 to our
unaudited consolidated financial Statements included under Item 1 - Financial
Statements in this Form 10-Q.



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Results of Operations for the Three-Month Periods Ended September 30, 2022 and 2021





The following are the results of our operations for the three months ended
September 30, 2022 as compared to the three months ended September 30, 2021.





                                                 For the Three Months Ended
                                            September 30,         September 30,
                                                2022                   2021             $ Change
                                             (unaudited)           (unaudited)

Revenues                                   $       980,200       $        919,400     $      60,800
Cost of revenues                                    49,800                 36,100            13,700
Gross profit                                       930,400                883,300            47,100

Operating expenses:
Selling and marketing                              248,600                152,000            96,600
General and administrative                         429,900                162,400           267,500
Research and development                           379,000                354,300            24,700
Total operating expenses                         1,057,500                668,700           388,800

Income from operations                            (127,100 )              214,600          (341,700 )

Other income (loss):
Unrealized gain on marketable securities           (17,800 )              146,800          (164,600 )
Interest and other income                              500                      -               500
Other income (loss)                                (17,300 )              146,800          (164,100 )
Income before provision for income taxes          (144,400 )              361,400          (505,800 )
Net income (loss)                          $      (144,400 )     $        361,400     $    (505,800 )




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.





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The following is a summary of our revenues by category for the three months ended September 30, 2022 and 2021.





                             For the Three Months Ended
                        September 30,         September 30,
                             2022                 2021           $ Change
Revenue
Software Licenses
Windows                 $      134,000       $       151,700     $ (17,700 )
UNIX/Linux                       1,500                15,900       (14,400 )
Total                          135,500               167,600       (32,100 )

Software Service Fees
Windows                        795,200               684,500       110,700
UNIX/Linux                      28,600                45,600       (17,000 )
Total                          823,800               730,100        93,700

Other                           20,900                21,700          (800 )
                        $      980,200       $       919,400     $  60,800




Software Licenses


Windows software licenses revenue decreased by $17,000 or 11.7% to $134,000 during the three months ended September 30, 2022, from $151,700 for the same period in 2021. The decrease was primarily due to lower level of standard licenses orders sold for the three months ended September 30, 2022.


Software licenses revenue from our UNIX/Linux products decreased by $14,100 or
90.6% to $1,500 for the three months ended September 30, 2022 from $15,900 for
the same periods of 2021. The decrease was due to lower revenue from stocking
order licenses and lower standard license sale.



Software Service Fees



Service fees attributable to our Windows product service increased by $110,700
or 16.2% to $795,200 during three months ended September 30, 2022, from $684,500
for the same period in 2021. The increase was due to an increase in
subscriptions and maintenance renewals from existing customers.



Service fees revenue attributable to our UNIX products decreased by $17,000 or
37.3% to $28,600 during the three months ended September 30, 2022, from $45,600
for the same period in 2021. The decrease was primarily the result of the lower
level of UNIX product sales throughout the prior year and an expiration of a
long-term maintenance contract.



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 three months ended September 30, 2022 increased by
$13,700, or 38.0%, to $49,800 for the three months ended September 30, 2022 from
$36,100 for the same period in 2021. Cost of revenue 5.6% of total revenue for
the three months ended September 30, 2022 and for the same period in 2021. The
increase was due to import tax withholdings associated with higher revenue from
Brazil resellers for the three-month period ended September 30, 2022.



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 $96,600, or 63.3%, to $248,600for
the three months ended September 30, 2022 from $152,000 for the same period in
2021. Selling and marketing expenses represented approximately 25.4% and 16.5%
of total revenue for the three months ended September 30 2022 and 2021,
respectively.



The increase in selling and marketing expenses was primarily due to an increase in consulting services as we continue to expand our sales and marketing initiatives for the three months ended September 30, 2022.





15






General and Administrative Expenses





General and administrative expenses primarily consist of employee costs, legal,
accounting, 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 $267,500, or 164.7%, to $429,900 for the three months ended September 30, 2022 from $162,400 for the same period in 2021. General and administrative expenses represented approximately 43.9% and 17.7% of total revenue for the three months ended September 30, 2022 and 2021, respectively.





The increase in general and administrative expense was primarily due increase in
employee related expenses and board of director fees granted during the three
months ended September 30, 2022, that were not paid in the prior year period.



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 increased by $24,700, or 7.0% to $379,000 for
the three months ended September 30, 2022 from $354,300 for the same period in
2021. This represented approximately 38.7% and 38.5% of total revenue for the
three months ended September 30, 2022 and 2021, respectively.



The increase in research and development expense was primarily due to an increase in wages and software subscriptions during the three months ended September 30, 2022.





Other Income


Other income decreased by $164,100 for the three months ended September 30, 2022, compared to the same periods in 2021. The decrease primarily due to a decline in the value of marketable securities relative to the three months ended September 30,2021.





Results of Operations for the Nine-Month Periods Ended September 30, 2022 and
2021



                                               For the Nine Months Ended
                                           September 30,       September 30,
                                                2022               2021             $ Change
                                            (Unaudited)         (Unaudited)

Revenues                                   $    2,892,000     $     2,678,700     $     213,300
Cost of revenues                                  176,000             125,800            50,200
Gross profit                                    2,716,000           2,552,900           163,100

Operating expenses:
Selling and marketing                             687,600             448,100           239,500
General and administrative                        800,700             576,800           223,900
Research and development                        1,142,500           1,081,900            60,600
Total operating expenses                        2,630,800           2,106,800           524,000

Income from operations                             85,200             446,100          (360,900 )

Other income:
Unrealized gain on marketable securities         (103,300 )           173,400          (276,700 )
Interest and other income                           1,500             

269,800 (268,300 )


                                                 (101,800 )           443,200          (545,000 )
Income before provision for income taxes          (16,600 )           889,300          (905,900 )
Provision for income taxes                              -                   -                 -
Net income (loss)                          $      (16,600 )   $       889,300     $    (905,900 )




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Revenues


The following is a summary of our revenues by category for the nine months ended September 30, 2022 and 2021.







                            For the Nine Months Ended
                        September 30,       September 30,
                             2022               2021           $ Change
Revenue
Software Licenses
Windows                 $      433,500     $       502,900     $ (69,400 )
UNIX/Linux                      15,500              38,900       (23,400 )
Total                          449,000             541,800       (92,800 )

Software Service Fees
Windows                      2,286,400           1,932,300       354,100
UNIX/Linux                      93,700             139,700       (46,000 )
Total                        2,380,100           2,072,000       308,100

Other                           62,900              64,900        (2,000 )
                        $    2,892,000     $     2,678,700     $ 213,300




Software Licenses



Windows software licenses revenue decreased by $69,400 or 13.8% to $433,500
during the nine months ended September 30, 2022, from $502,900 for the same
period in 2021. The decrease for the nine months ended September 30,2022 was due
to lower license orders from standard licenses, offset by increase of stocking
orders.



Software licenses revenue from our UNIX/Linux products decreased by $23,400 or
60.2% to $15,500 for the nine months ended September 30, 2022 from $38,900 for
the same period of 2021. The decrease was primarily due to lower revenue from
standard order licenses during the nine months ended September 30,2022.



Software Service Fees



Service fees attributable to our Windows product service increased by $354,100
or 18.3% to $2,286,400 during the nine months ended September 30, 2022, from
$1,932,300 for the same period in 2021. The increase was due to an increase in
maintenance renewals from existing customers and higher subscription license
orders.



Service fees revenue attributable to our UNIX products decreased by $46,000 or
32.9% to $93,700 during the nine months ended September 30, 2022, from $139,700
for the same period in 2021. The decrease was primarily the result of the lower
level of UNIX product sales throughout the prior year and an expiration of a
long-term maintenance contract.



Other


Other revenue consists of private labeling fees, professional services, and other non-recurring revenues. Other revenue decreased by $2,000 or 3.1% for the nine months ended September 30, 2022, compared to the same period in 2021.





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 nine months ended September 30, 2022 increased by
$50,200, or 39.9%, to $176,000 for the nine months ended September 30, 2022 from
$125,800 for the same period in 2021. Cost of revenue represented 6.3% and 4.7%
of total revenue for the nine months ended September 30, 2022 and 2021,
respectively. The primarily increase was due to increase import tax withholdings
associated with higher revenue from Brazil resellers for the nine-month period
ended September 30, 2022.



17






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 $239,500, or 53.4%, to $687,600 for
the nine months ended September 30, 2022 from $448,100 for the same period in
2021. Selling and marketing expenses represented approximately 23.8% and 16.7%
of total revenue for the nine months ended September 2022 and 2021,
respectively. The increase in selling and marketing expenses was due to an
increase in employee related expenses and consulting services as we continue to
expand our sales and marketing initiatives.



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 increased by $223,900, or 38.8%, to $800,700
for the nine months ended September 30, 2022 from $576,800 for the same period
in 2021. General and administrative expenses represented approximately 27.7% and
21.5% of total revenue for the nine months ended September 30, 2022 and 2021,
respectively.



The increase in general and administrative expense was primarily due to increase
of employee related fees and board of director fees paid that were not paid

in
the prior year period.


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 increased by $60,600, or 5.6% to $1,142,500
for the nine months ended September 30, 2022 from $1,081,900 for the same period
in 2021. This represented approximately 39.5% and 40.4% of total revenue for the
nine months ended September 30, 2022 and 2021, respectively.



The increase in research and development expense was primarily due to increase in wages and software subscriptions.





Other Income (Expense)



Other income decreased by $545,000 for the nine months ended September 30, 2022,
compare to the same periods in 2021 was primarily related to income from the
sale of certain patents and unrealized gain of marketable securities during

the
prior year.


Liquidity and Capital Resources





As of September 30, 2022, we had cash of $4,821,400 and a working capital
position of $4,207,600 as compared to cash of $4,755,300 and a working capital
position of $4,316,500 at December 31, 2021. The increase in cash as of
September 30, 2022 was primarily the result of cash provided by operations
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.

The following is a summary of our cash flows from operating, investing and financing activities for the nine months ended September 30, 2022 and 2021.





                                                   For the Nine Months Ended
                                              September 30,         September 30,
                                                   2022                 2021

Cash flows provided by operating activities   $       76,200       $       208,800
Cash flows used in investing activities       $      (10,100 )     $       (24,100 )
Cash flows provided by financing activities   $            -       $       

     -




Net cash flows provided by operating activities for the nine months ended
September 30, 2022 was $76,200 while net cash flows provided for the nine months
ended September 30,2021 was $208,800. The decrease in cash flows used in
operating activities is the result of an increase in accounts receivable and
deferred revenue and offset by decrease in prepaid assets and change in value in
marketable securities compared to the prior year period.



The Company had net cash flows of $10,100 used in investing activities for the
nine months ended September 30, 2022, while the Company had net cash flows of
$24,100 for the same periods ended September 30, 2021. The Company expended
$10,100 on the repurchase of 24,333 shares of treasury stock during the nine
months ended September 30,2022.



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