8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 10, 2011

GraphOn Corporation

(Exact name of Registrant as specified in its charter)

Delaware (State of incorporation) 0-21683 (Commission File No.) 13-3899021 (IRS Employer Identification No.)

5400 Soquel Avenue, Suite A-2

Santa Cruz, California 95062

(Address of principal executive offices)

Registrant’s telephone number:  (800) 472-7466

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On August 10, 2011, we issued a press release announcing our financial results for the quarter ended June 30, 2010. A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

Exhibits:

Exhibit No.	Description
99.1	Press Release issued on August 10, 2011

2

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 hereunto duly authorized.

Dated: August 10, 2011

GRAPHON CORPORATION

By:          /s/ William Swain                                              

Name:  William Swain

Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release                                                                                                                                                                                                                                                                                                                                                           For Immediate Release

Company Contact:

William Swain

GraphOn Corporation

1.800.GRAPHON

Bill.Swain@GraphOn.com

GraphOn Corporation Reports Second Quarter Results

SANTA CRUZ, CA, USA – August 10, 2011 – GraphOn Corporation (OTCBB: GOJO.OB), a leading worldwide developer of cloud application delivery and Web-enabling solutions, today announced financial results for the second quarter of 2011.

Financial Highlights

Revenue was approximately $1.6 million for the three months ended June 30, 2011, as compared with approximately $2.1 million for the same period of 2010. Revenue was approximately $3.1 million for the six-month period ended June 30, 2011 as compared with approximately $4.0 million for the same period of 2010. The net loss for the three months ended June 30, 2011 was approximately $0.3 million, as compared with the approximately $0.1 million net profit for the same period of 2010. The net loss for the six-month period ended June 30, 2011 was approximately $0.7 million, as compared with the approximately $0.3 million net loss for the same period of 2010. The loss per common share for the three months ended June 30, 2011 was $0.01 as compared with a profit per share of $0.00 for the same period in 2010. The loss per common share for both the six-month periods ended June 30, 2011 and June 30 2010 was $0.01 per share.

“Our intellectual property license revenue decreased in both the three- and six-month periods due to the ‘spotty’ and unpredictable nature of such revenue, which, unlike what we recognized in 2010, we could not replicate during the 2011 periods,” Robert Dilworth, chairman and CEO, said. “Additionally, we experienced a decrease in our software product license revenue in both the three- and six-month periods as certain of our end-user customers, who had increased their respective order levels beyond their historic norms in the first half of 2010 in connection with the initiation of internal projects, curtailed their orders for additional software licenses as these projects were completed. Partially offsetting these decreases was an increase in our software service fees revenue of approximately 7.7% in the three-month period and 9.8% in the six-month period. We are optimistic about the future growth of our GO-Global revenue as we are beginning to see the early interest caused by our GO-Global Cloud, which we believe will markedly enhance our current GO-Global product family and strengthen our product offering in the private cloud, web-enablement and virtualization markets.” Mr. Dilworth concluded, “We continue to invest research and development resources in new capabilities for our GO-Global products with the objective of providing increasingly attractive, easily used, and cost-effective solutions for our customers.”

About GraphOn Corporation

Founded in 1996, GraphOn Corporation is a publicly traded company headquartered in Santa Cruz, California. The company is an innovator of cost-effective, advanced solutions that let customers access applications from anywhere. GraphOn’s high-performance software solutions provide fast application access, cross-platform connectivity, and a centralized architecture that delivers a dramatically lower cost of ownership. The company’s GO-Global solutions can be used with Microsoft (MSFT) Windows, IBM AIX, Oracle (ORCL) Solaris, Hewlett-Packard (HPQ) HP-UX, Linux, Apple (AAPL) OS X and iOS, and other operating systems. For more information, call 1.800.GRAPHON in the USA, +44.1344.206549 in Europe, or visit www.graphon.com or www.facebook.com/graphon.

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GraphOn Financial Results

Page Two

GRAPHON CORPORATION
Condensed Consolidated Balance Sheets
	June 30,			December 31,
	2011			2010
	(Unaudited)			(Unaudited)
Assets
Cash	$	1,113,800		$	1,891,000
Accounts receivable, net		760,700			1,015,900
Other current assets		144,900			84,100
Total current assets		2,019,400			2,991,000
Capitalized software, net		376,800			237,700
Property and equipment, net		53,000			69,900
Patents, net		-			39,300
Other assets		5,600			8,100
Total assets	$	2,454,800		$	3,346,000
Liabilities and stockholders' deficit
Accounts payable and accrued liabilities	$	555,900		$	669,000
Deferred revenue - current		2,024,600			2,058,300
Total current liabilities		2,580,500			2,727,300
Deferred revenue - long term		535,400			640,200
Stockholders' deficit		(661,100	)		(21,500	)
Total liabilities and stockholders' deficit	$	2,454,800		$	3,346,000
Condensed Consolidated Statements of Operations
	Three Months Ended June 30,						Six Months Ended June 30,
		2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue - Software	$	1,638,500		$	1,874,500		$	3,101,200		$	3,356,000
Revenue - Intellectual property		-			250,000			-			650,000
Total Revenue		1,638,500			2,124,500			3,101,200			4,006,000
Cost of revenue - Software		130,500			118,500			278,000			220,700
Cost of revenue - Intellectual property		-			94,300			-			254,300
Total Cost of revenue		130,500			212,800			278,000			475,000
Gross profit		1,508,000			1,911,700			2,823,200			3,531,000
Selling and marketing		542,800			565,300			1,069,400			1,075,100
General and administrative		650,400			732,600			1,350,600			1,525,400
Research and development		621,100			514,900			1,078,600			1,273,300
Total operating expenses		1,814,300			1,812,800			3,498,600			3,873,800
Income (loss) from operations		(306,300	)		98,900			(675,400	)		(342,800	)
Other income (expense), net		100			(1,400	)		300			1,300
Income (loss) before income taxes		(306,200	)		97,500			(675,100	)		(341,500	)
Income taxes		-			1,300			800			1,900
Net income (loss)	$	(306,200	)	$	96,200		$	(675,900	)	$	(343,400	)
Earnings (loss) per share - basic and diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		46,006,625			45,976,131			46,005,106			45,965,625

This press release contains statements that are forward looking as that term is defined by the United States Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that are subject to risks and uncertainties. Actual results will differ due to factors such as shifts in customer demand, product shipment schedules, product mix, competitive products and pricing, technological shifts and other variables. Readers are referred to GraphOn's most recent periodic and other reports filed with the Securities and Exchange Commission.

GraphOn and GO-Global are registered trademarks of GraphOn Corp. All other trademarks belong to their respective owners.

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