<PAGE>

                     U.S. 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 September 30, 2001

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the transition period from _________ to ___________

                         Commission File Number: 0-29020

                               VIEWCAST.COM, INC.
                               ------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

                 DELAWARE                                 75-2528700
                 --------                                 ----------
      (State or other Jurisdiction of           (I.R.S. Employer Incorporation
      Incorporation or Organization)                  Identification No.)


               2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TX 75234
               ---------------------------------------------------
                    (Address of principal executive offices)

                                  972/488-7200
                                  ------------
                           (Issuer's Telephone Number)


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

As of November 7, 2001, 17,494,708 shares of the Registrant's common stock were
outstanding.




<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q


<Table>
<S>                                                                                                         <C>
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements
    Consolidated Balance Sheets at December 31, 2000 and
     September 30, 2001 (Unaudited)...........................................................................3
    Consolidated Statements of Operations for the Three and Nine Months
       ended September 30, 2000 and 2001 (Unaudited)..........................................................4
    Consolidated Statements of Stockholders' Equity for the
        Nine Months ended September 30, 2001 (Unaudited)......................................................5
    Consolidated Statements of Cash Flows for the Nine Months ended September
       30, 2000 and 2001 (Unaudited)..........................................................................6
    Notes to Consolidated Financial Statements................................................................7

  Item 2.  Management's Discussion and Analysis of Financial Condition
    and Results of Operations................................................................................12

PART II. OTHER INFORMATION...................................................................................18

SIGNATURES...................................................................................................19
</Table>




                                       2
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                                     DECEMBER 31,     SEPTEMBER 30,
                                                                                         2000              2001
                                                                                     ------------     -------------
                             ASSETS                                                                    (UNAUDITED)
<S>                                                                                  <C>               <C>
Current assets:
  Cash and cash equivalents                                                          $  3,898,176      $    248,163
  Available-for-sale securities                                                         1,085,271         1,938,527
  Accounts receivable, less allowance for  doubtful accounts
     of $177,000 and $154,500 at December 31, 2000 and
     September 30, 2001 (unaudited), respectively                                       1,241,784           744,566
  Inventory                                                                             2,942,621         3,508,913
  Prepaid expenses                                                                        242,457           207,665
                                                                                     ------------      ------------
      Total current assets                                                              9,410,309         6,647,834

Property and equipment, net                                                             1,504,753         1,241,597
Software development costs, net                                                           494,447           443,361
Deferred charges                                                                          231,768           179,620
Deposits                                                                                   72,302            46,586
                                                                                     ------------      ------------

      Total assets                                                                   $ 11,713,579      $  8,558,998
                                                                                     ============      ============

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                   $  1,432,016      $  1,088,291
  Accrued compensation                                                                    462,573           389,009
  Deferred revenue                                                                        351,659           214,330
  Other accrued liabilities                                                               824,195         1,041,400
  Shareholder line of credit                                                            2,408,827         5,887,223
  Short-term debt, other                                                                    2,000             2,000
                                                                                     ------------      ------------
      Total current liabilities                                                         5,481,270         8,622,253

Long-term debt                                                                            950,000           950,000

Commitments

Stockholders' equity:
  Convertible preferred stock, $.0001 par value:
    Authorized shares - 5,000,000
      Series B - issued and outstanding shares -  945,000 at
          December 31, 2000 and September 30, 2001 (unaudited), respectively                   95                95
  Common stock, $.0001 par value:
    Authorized shares - 40,000,000
    Issued and outstanding shares -  17,140,468 and 17,672,603
      at December 31, 2000 and September 30, 2001 (unaudited), respectively                 1,714             1,767
  Additional paid-in capital                                                           52,770,321        53,248,688
  Unrealized gain (loss) on securities reported at fair value and accumulated
      other comprehensive income                                                         (950,229)           48,331
  Accumulated deficit                                                                 (46,527,686)      (54,300,230)
  Treasury stock,  261,497 shares at December 31, 2000 and
      September 30, 2001 (unaudited)                                                      (11,906)          (11,906)
                                                                                     ------------      ------------
      Total stockholders' equity                                                        5,282,309        (1,013,255)
                                                                                     ------------      ------------

      Total liabilities and stockholders' equity                                     $ 11,713,579      $  8,558,998
                                                                                     ============      ============
</Table>


                             See accompanying notes.

                                       3
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<Table>
<Caption>
                                                       FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                                              SEPTEMBER 30,                     SEPTEMBER 30,
                                                      -----------------------------     -----------------------------
                                                          2000             2001             2000             2001
                                                      ------------     ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>              <C>

NET SALES                                             $  3,492,744     $  1,804,669     $  7,789,540     $  5,980,645

Cost of goods sold (exclusive of depreciation
  and amortization shown separately below)               1,643,790          746,787        3,656,992        2,527,204
                                                      ------------     ------------     ------------     ------------

GROSS PROFIT                                             1,848,954        1,057,882        4,132,548        3,453,441

Operating expenses:
  Selling, general and administrative                    2,548,305        1,660,742        7,026,113        6,133,540
  Research and development                               1,049,256        1,067,941        2,995,978        3,327,171
  Restructuring charge                                          --           89,494               --          126,927
  Depreciation and amortization                            200,799          239,064          525,242          698,755
                                                      ------------     ------------     ------------     ------------
      Total operating expenses                           3,798,360        3,057,241       10,547,333       10,286,393
                                                      ------------     ------------     ------------     ------------

OPERATING LOSS                                          (1,949,406)      (1,999,359)      (6,414,785)      (6,832,952)

Other income (expense):
  Dividend and interest income                             100,222              473          282,157           31,449
  Interest expense                                        (235,489)        (195,262)        (472,547)        (452,912)
  Other                                                         --               (2)              --           47,317
                                                      ------------     ------------     ------------     ------------
      Total other income (expense)                        (135,267)        (194,791)        (190,390)        (374,146)
                                                      ------------     ------------     ------------     ------------

NET LOSS                                              $ (2,084,673)    $ (2,194,150)    $ (6,605,175)    $ (7,207,098)
                                                      ============     ============     ============     ============

NET LOSS PER SHARE: BASIC AND DILUTED                 $      (0.14)    $      (0.14)    $      (0.47)    $      (0.47)
                                                      ============     ============     ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                   15,847,712       17,386,469       15,414,432       17,087,083
                                                      ============     ============     ============     ============
</Table>


                             See accompanying notes.

                                       4
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - (CONTINUED)
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

<Table>
<Caption>
                                                         CONVERTIBLE                                            ADDITIONAL
                                                       PREFERRED STOCK                  COMMON STOCK              PAID-IN
                                                   SHARES        PAR VALUE         SHARES        PAR VALUE        CAPITAL
                                                ------------    ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>             <C>

BALANCE, DECEMBER 31, 2000                           945,000    $         95      17,140,468    $      1,714    $ 52,770,321

  Value of options issued for
      consulting services                                 --              --              --              --           9,773

  Exercise of warrants                                    --              --          33,332               3          24,996

  Sale of common stock, employee
     stock purchase plan                                  --              --         106,954              11          66,763

  Convertible preferred stock
     dividends - Series B                                 --              --         391,849              39         376,835

  Unrealized gain (loss) on securities
     reported at fair value                               --              --              --              --              --
  Foreign currency translation adjustment                 --              --              --              --              --
  Net loss                                                --              --              --              --              --

          Comprehensive loss
                                                ------------    ------------    ------------    ------------    ------------
BALANCE, SEPTEMBER 30, 2001                          945,000    $         95      17,672,603    $      1,767    $ 53,248,688
                                                ============    ============    ============    ============    ============

<Caption>
                                                   OTHER                                               TOTAL
                                               COMPREHENSIVE     ACCUMULATED       TREASURY        STOCKHOLDERS'
                                               INCOME (LOSS)       DEFICIT          STOCK             EQUITY
                                               -------------     ------------     ------------     ------------
<S>                                            <C>               <C>              <C>              <C>

BALANCE, DECEMBER 31, 2000                      $   (950,229)    $(46,527,686)    $    (11,906)    $  5,282,309

  Value of options issued for
      consulting services                                 --               --               --            9,773

  Exercise of warrants                                    --               --               --           24,999

  Sale of common stock, employee
     stock purchase plan                                  --               --               --           66,774

  Convertible preferred stock
     dividends - Series B                                 --         (565,446)              --         (188,572)

  Unrealized gain (loss) on securities
     reported at fair value                        1,014,506               --               --        1,014,506
  Foreign currency translation adjustment            (15,946)              --               --          (15,946)
  Net loss                                                --       (7,207,098)              --       (7,207,098)
                                                                                                   ------------
          Comprehensive loss                                                                         (6,208,538)
                                                ------------     ------------     ------------     ------------
BALANCE, SEPTEMBER 30, 2001                     $     48,331     $(54,300,230)    $    (11,906)    $ (1,013,255)
                                                ============     ============     ============     ============
</Table>

                             See accompanying notes.

                                       5
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                          FOR THE NINE MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                       ------------------------------
                                                                           2000              2001
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
OPERATING ACTIVITIES:
  Net loss                                                             $ (6,605,175)     $ (7,207,098)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation of fixed assets                                          419,551           555,942
      Amortization of software development costs                            105,691           142,813
      Non-cash charges to interest expense                                  111,431            52,148
      Non-cash consulting fees exchanged for options                         22,760             9,773
      Non-cash gain on available-for-sale securities                             --           (47,425)
      Changes in operating assets and liabilities:
        Accounts receivable                                                (999,759)          497,218
        Inventory                                                           (51,275)         (566,292)
        Prepaid expenses                                                    (85,832)           34,792
        Deposits                                                             (5,778)           25,716
        Accounts payable                                                    393,478          (343,725)
        Accrued compensation                                                101,448           (73,564)
        Deferred revenue                                                    111,254          (137,329)
        Other accrued liabilities                                           777,402            28,633
                                                                       ------------      ------------
               Net cash used in operating activities                     (5,704,804)       (7,028,398)
                                                                       ------------      ------------

INVESTING ACTIVITIES:
  Purchase of property and equipment                                       (465,692)         (292,786)
  Software development costs                                                (41,816)          (91,727)
                                                                       ------------      ------------
               Net cash used in investing activities                       (507,508)         (384,513)
                                                                       ------------      ------------

FINANCING ACTIVITIES:
  Net proceeds from the exercise of options and warrants                  4,108,765            24,999
  Proceeds from the issuance of long-term debt                            3,378,867                --
  Proceeds from shareholder line of credit                                       --         3,478,396
  Proceeds from the sale of available-for-sale securities                        --           208,675
  Net proceeds for the sale of common stock                                  74,068            66,774
  Repayment of short-term debt-other                                             --                --
  Foreign currency translation adjustment                                   (19,585)          (15,946)
  Other                                                                      (2,842)               --
                                                                       ------------      ------------
               Net cash provided by financing activities                  7,539,273         3,762,898
                                                                       ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      1,326,961        (3,650,013)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            4,315,980         3,898,176
                                                                       ------------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $  5,642,941      $    248,163
                                                                       ============      ============
</Table>


                             See accompanying notes.

                                       6
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

     The accompanying unaudited interim consolidated financial statements
include the accounts of ViewCast.com, Inc. and its wholly-owned subsidiaries,
Osprey Technologies, Inc., VideoWare, Inc. and ViewCast Online Solutions, Inc.
(formerly Viewpoint Systems, Inc.) (collectively, the Company). All material
inter-company accounts and transactions have been eliminated in consolidation.

     The financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and nine months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, as amended, filed with the Securities
and Exchange Commission.

    In November 2001, the Company received $2.0 million in gross proceeds from
the sale of 200,000 shares of newly created Series C convertible preferred stock
at $10.00 to Mr. H.T. Ardinger, a principal shareholder and Chairman of the
Board of the Company. The Series C preferred stock is convertible into common
stock of the Company at a fixed price of $0.60 per share, subject to certain
requirements, and carries a dividend of 9% payable semiannually in cash or
common stock of the Company, at the Company's option. (See Note 9 for additional
information.)

     The Company utilizes significant capital to design, develop and
commercialize its products. The Company intends to fund its operating activities
and sales growth by utilizing funds from its Preferred C offering, its available
working capital line of credit, cash contributed from operations and sales of
its available-for-sale securities. The Company may require additional capital to
develop and introduce new products and services, to enhance existing product
offerings, to address unanticipated competitive threats, technical problems,
adverse economic conditions or for other requirements. If additional capital is
needed, there can be no assurance that any such additional financing will be
available to the Company on acceptable terms, or at all. These financial
statements do not reflect any adjustments which might be required should the
Company be unable to obtain such financing and substantially reduce activities.

2.  INVENTORIES

         Inventory is comprised primarily of purchased electronic components and
computer system products, along with related documentation manuals and packaging
materials and consists of the following:

<Table>
<Caption>
                                               DECEMBER 31,    SEPTEMBER 30,
                                                   2000             2001
                                               ------------    -------------
                                                                (UNAUDITED)

<S>                                            <C>              <C>
         Purchased materials                   $    793,895     $    748,424
         Finished goods                           2,148,726        2,760,489
                                               ------------     ------------
                                               $  2,942,621     $  3,919,046
                                               ============     ============
</Table>



                                       7
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Inventory at December 31, 2000 and September 30, 2001 is presented net of
reserves of $283,751 and $292,054, respectively. Reserves are provided for
obsolete, slow moving and damaged inventory.

3. SHORT-TERM DEBT

     During March through September 2001, the Company borrowed an additional
$3.48 million pursuant to the terms of its existing line of credit financing
arrangement with an entity controlled by a principal shareholder and the
Chairman of the Board of the Company. In February 2001, the Company amended the
facility to increase the credit line commitment from $9.0 million to $12.0
million, extend the maturity date of the agreement to January 31, 2002, or March
15, 2003 in certain circumstances, and expand the asset base for lending to
include certain marketable securities owned by the Company. The line of credit
facility bears interest at 12% per annum and is secured by all assets of the
Company. The availability of funds under the facility is subject to certain
borrowing base limitations based principally on qualifying accounts receivable,
inventory and marketable securities owned by the Company. Proceeds are being
used primarily to fund inventory purchases related to new product introductions.
At September 30, 2001, the outstanding balance of the note was $5.89 million.
The noteholder has agreed to waive through January 31, 2002 the repayment of any
outstanding financing that may be in excess of the monthly borrowing base.

4. SHAREHOLDERS' EQUITY - COMMON STOCK

     During the offering period ended March 31, 2001, the Company received gross
proceeds of $66,744 from the sale of 106,984 shares of common stock to employees
pursuant to the Company's Employee Stock Purchase Plan ("ESPP"). The employee
purchase price for the offering period was $0.624 per share. In October 2000,
the Board of Directors of the Company amended the ESPP to change the
commencement dates of the six-month offering periods from April 1 and November 1
to March 1 and October 1 of each year.

     During June 2001, the Company issued 391,849 shares of Company common stock
to Series B preferred shareholders of record on June 1, 2001 as payment of
$376,874 of 8.0% accrued dividends for the six months ended June 15, 2001. The
computed common stock value of $0.962 per share was based on an average of
common stock market prices for 20 consecutive stock exchange business days
ending ten stock exchange business days prior the dividend payment date.

     In August 2001, the Company offered certain of its private warrant holders
the right to exercise their warrants at a temporarily reduced exercise price of
$0.75 per share of common stock for a period of 30-days. As an inducement for
exercise of the warrants, exercising warrant holders received a like number of
new warrants to purchase Company stock at $1.00 per share. The Company received
proceeds of $24,999 from the exercise of the 33,332 warrants pursuant to this
offer and issued 33,332 new five-year warrants to purchase common stock at $1.00
per share which expire February 2007.

5. NET LOSS PER SHARE

     Basic earnings per share is calculated by dividing net income/loss
applicable to common shareholders by the weighted average number of common
shares outstanding for the period. Since the Company has reported net losses for
the periods presented, the computation of diluted loss per share excludes the
effects of outstanding options, warrants, convertible debt and convertible
preferred stock since their effect is anti-dilutive.

     Loss per share calculations for the three and nine months ended September
30, 2000 and 2001 are as follows:



                                       8
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


<Table>
<Caption>
                                                            THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                SEPTEMBER 30,                       SEPTEMBER 30,
                                                       ------------------------------      ------------------------------
                                                           2000              2001              2000              2001
                                                       ------------      ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>               <C>
     Net loss                                          $ (2,084,673)     $ (2,194,150)     $ (6,605,175)     $ (7,207,098)

     Preferred dividends and
       accretion of issue costs                            (190,033)         (254,381)         (565,967)         (756,930)
                                                       ------------      ------------      ------------      ------------

     Net loss applicable to
       common shareholders                             $ (2,274,706)     $ (2,448,531)     $ (7,171,142)     $ (7,964,028)
                                                       ============      ============      ============      ============

     Weighted average number
        of common shares outstanding                     15,847,712        17,386,469        15,414,432        17,087,083
                                                       ============      ============      ============      ============

     Loss per share as reported in the
        financial statements: basic and diluted        $      (0.14)     $      (0.14)     $      (0.47)     $      (0.47)
                                                       ============      ============      ============      ============
</Table>

6. COMPREHENSIVE INCOME

     The Company translates assets and liabilities of its foreign operations,
whose functional currency is the local currency, at quarter-end exchange rates.
Revenues and expenses are translated at the average rates of exchange prevailing
during the quarter. Adjustments resulting from translating the financial
statements of foreign operations are accumulated in other comprehensive income,
which is reflected as a separate component of stockholders' equity.
Additionally, the Company classifies equity securities it owns that are free of
trading restrictions or to become free of trading restrictions within one year
as "available for sale". Available for sale securities are carried at fair value
based on quoted market prices and unrealized gains and losses are accumulated in
other comprehensive income, which is a separate component of stockholders'
equity. If a market value adjustment results in a loss of value due to an
other-than-temporary impairment, a loss will be transferred from accumulated
other comprehensive income and charged to other income in the consolidated
statement of operations. Available for sale securities is comprised exclusively
of shares of TekInsight.com, Inc. ("TEKS") common stock acquired through a
strategic business alliance in September of 1998. The quoted market price of
TEKS shares at December 31, 2000, September 30, 2001 and October 31, 2001 was
$0.88, $1.70, and $2.30, respectively. In June 2001, the Company sold 100,000
shares of TEKS stock at selling prices that averaged $2.09 per share. Realized
gains on the stock transactions totaled $47,425.

     Components of other comprehensive income (loss) for the nine months ended
September 30, 2000 and 2001 are as follows:

<Table>
<Caption>
                                                        FOR THE NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                      ------------------------------
                                                          2000              2001
                                                      ------------      ------------
<S>                                                   <C>               <C>
     Unrealized gain (loss) on available-
       for-sale securities                            $   (852,093)     $  1,014,506
     Foreign currency translation
       adjustment                                          (19,585)          (15,946)
                                                      ------------      ------------
          Other elements of
             comprehensive income (loss)              $   (871,678)     $    998,560
                                                      ============      ============
</Table>



                                       9
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


7. NEW ACCOUNTING STANDARDS.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS 133 was adopted by the
Company in January 1, 2001. SFAS No. 133, as amended, requires that all
derivative instruments be recorded on the balance sheet at fair value. Changes
in the fair value of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and the type of hedge transaction. The ineffective
portion of all hedges will be recognized in earnings. During the nine months
ended September 30, 2001, the Company had no hedging transactions, and the
adoption of this standard did not have a significant impact on the Company's
financial position, results of operations or cash flows.

     In June 2001, the FASB issued SFAS No. 141, Business Combinations, which
addresses financial accounting and reporting for business combinations. Under
SFAS No. 141 all business combinations initiated after June 30, 2001 and
business combinations with a date of acquisition of July 1, 2001 or later are to
be accounted for using the purchase method of accounting. In June 2001, the FASB
issued SFAS No. 142, "Goodwill and Other Intangible Assets", which addresses
accounting and reporting for intangible assets acquired individually or with a
group of other assets, other than those acquired in a business combination, at
acquisition and accounting and reporting for goodwill and other intangible
assets subsequent to their acquisition. Under SFAS No. 142, goodwill and certain
other intangible assets will no longer be amortized but will remain on the
balance sheet and will be reviewed for impairment using the guidance as
established in this Statement. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001, except for goodwill and intangibles acquired
after June 30, 2001, which will be immediately subject to the nonamortization
and amortization provisions of this Statement. The adoption of these standards
by the Company is not expected to have a significant impact on the Company's
financial position, results of operations or cash flows.

8. RESTRUCTURING CHARGE

     In April 2001, the Company's Board of Directors approved a plan of
restructuring that included a reduction in the Company's workforce to decrease
operating expenses. Charges during the second and third quarters included costs
of $126,927 for employee severance and benefits associated with the involuntary
termination of 23 employees. Personnel reductions were made in the Company's
finance and administration (1), marketing and sales (12), operations (3), and
engineering, research and development (7) departments. At September 30, 2001 the
Company had no accrued restructuring charges.

9. SUBSEQUENT EVENTS

     On November 5, 2001, the Company received $2.0 million in gross proceeds
from the sale of 200,000 shares of newly created Series C Convertible Preferred
Stock (the "Series C Preferred Stock") at $10.00 per share to Mr. H.T. Ardinger,
a principal shareholder and Chairman of the Board of the Company.

     The Series C Preferred Stock ranks senior to all classes of Common Stock
and on parity with the Series B Convertible Preferred Stock as to dividend
rights and rights on liquidation, winding-up and dissolution. Holders of record
of the outstanding shares of Series C Preferred Stock are entitled to receive
cumulative dividends on the Series C Preferred Stock at an annual rate equal to
$0.90 per share payable semi-annually in arrears in cash or, at the option of
the Company, in shares of Common Stock of the Company valued at the average
trading price of the Common Stock for the twenty (20) consecutive trading days
ending ten (10) trading days prior to the dividend payment date. Upon a
liquidation, winding-up or dissolution of the Company, the holders of Series C
Preferred Stock are entitled to receive up to $25.00 liquidation value per




                                       10
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


outstanding share of Series C Preferred Stock. The holders of Series C Preferred
Stock have no voting rights.

     Each holder of shares of Series C Preferred Stock has the right, subject to
any applicable laws and regulations, at any time commencing one hundred twenty
(120) calendar days from the closing of the Company's Series C Preferred Stock
Offering at the holder's option to convert each share of Series C Preferred
Stock into reserved shares of Common Stock at a fixed conversion price of $0.60
per share of underlying Common Stock (subject to certain adjustments) for each
$10.00 gross investment value of each share of Series C Preferred Stock.

     Within 180 calendar days of closing of the offering of the Company's Series
C Preferred Stock, the Company shall use its best efforts to register under the
Securities Act of 1933 (the "1933 Act") the shares of Common Stock of the
Company underlying the shares of the Series C Preferred Stock. The Company shall
use its best efforts to cause such registration to become effective and to keep
such registration current under the 1933 Act.

     The Company may, at its option, cause (i) 50,000 shares of the Series C
Preferred Stock to be converted into shares of Common Stock at the Conversion
Price at any time and from time to time after October 31, 2003, (ii) 50,000
shares of the Series C Preferred Stock to be converted into shares of Common
Stock at the Conversion Price at any time and from time to time after October
31, 2004, (iii) 50,000 shares of the Series C Preferred Stock to be converted
into shares of Common Stock at the Conversion Price at any time and from time to
time after October 31, 2005, and (iv) 50,000 shares of the Series C Preferred
Stock to be converted into shares of Common Stock at the Conversion Price at any
time and from time to time after October 31, 2006, if the Market Price of the
Common Stock for any twenty (20) Stock Exchange Business Days within a period of
thirty (30) consecutive Stock Exchange Business Days commencing on or after
October 31, 2003, has equaled or exceeded 250% of the then effective Conversion
Price. The Corporation is required to give notice that it has met the criteria
for mandatory conversion within thirty (30) calendar days of having met such
criteria by notifying in writing, each registered holder of Series C Preferred
Stock.





                                       11
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

     The accompanying consolidated financial statements include the accounts of
ViewCast.com, Inc. (ViewCast or VCST), and its wholly-owned subsidiaries, Osprey
Technologies, Inc. (Osprey)), VideoWare, Inc. (VideoWare) and ViewCast Online
Solutions, Inc. (ViewCast Online) (collectively, the Company). ViewCast.com,
Inc., doing business as ViewCast Corporation, operates in one business segment
and, develops and markets a variety of products and services that enable video
networked solutions. We are a leading global provider of enterprise-wide,
digital video communication solutions for both real-time and on-demand
applications. The Company's products and services are used in many popular
applications including live broadcasting, video-based training, surveillance,
distance learning, advertising, and telemedicine as well as network video
distribution and conferencing. ViewCast maximizes the value of video through its
vertically integrated products and services: Osprey(R) Video provides the
streaming media industry's de facto standard capture cards and codecs,
Niagara(TM) Systems provides integrated solutions for acquisition, compression,
storage, catalog and retrieval of rich media content, Viewpoint VBX(TM) Systems
delivers a wide array of video solutions for both digital and analog enterprise
video communication, and ViewCast Online Solutions provides a rich media
Application Service Provider ("ASP") solution for Business to Business ("B2B")
and media communication needs. We market and support our products and services
either directly or through arrangements with leading OEMs, system integrators,
resellers and application developers worldwide.

     Some of the statements in this Report on Form 10-Q under "Management's
Discussion and Analysis of Financial Conditions and Results Of Operations" and
elsewhere in the Report constitute forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements include
statements regarding ViewCast's expectations, beliefs, hopes, intentions or
strategies regarding the future. These statements involve known and unknown
risks, uncertainties, and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, product demand and market acceptance
risks, the impact of competitive products and pricing, product development,
commercialization and technological difficulties, capacity and supply
constraints or difficulties, general business and economic conditions, the
availability of sufficient working capital, the ability to service our debt,
continued significant losses, the effect of our accounting polices and other
risks detailed in the Annual Report on Form 10-K for the year ended December 31,
2000, as amended, the Registration Statements on Form S-3 filed on April 26,
2000 and June 30, 2000 and other filings with the Securities and Exchange
Commission.

     In some cases, you can identify forward-looking statements by terminology
such as "may", "will", "expects", "should", "anticipates", "believes",
"estimates", "predicts", "plans", "potential", "intends" or "continue" or the
negative of such terms or other comparable terminology.

     Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results.




                             See accompanying notes.

                                       12
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


RESULTS OF OPERATIONS

     Net Sales. The Company reported third quarter and nine month consolidated
revenues of $1,804,669 and $5,980,645, respectively, a decrease of 48.3% and
23.2% compared to prior year periods due principally to current economic
conditions creating a slower demand for corporate information technology ("IT")
spending. These conditions were further impacted by slower demand in the last
three weeks of the quarter in the wake of the September 11, 2001 terrorist
attacks, affecting sales of all Company products.

o    Osprey(R) Subsystem Products. During the quarter and nine months ended
     September 30, 2001, sales of Osprey codecs and video capture cards
     decreased 43.9% and 9.4%, respectively over 2000 levels and represented
     76.1% and 81.5% of current period revenues, respectively. Domestic channel
     sales declined 66.4% and 34.8% for the quarter and nine months ended
     September 30, 2001, reflecting U.S. economic conditions and decline in
     demand during the last three weeks of the quarter do to the events of
     September 11. This decline was offset in part by channel sales growth in
     Western Europe and the Pacific Rim of 84.0% and 25.6%, respectively over
     2000 levels. In September 2001, the Company announced modifications to its
     popular Osprey-500 video capture card to make it "streaming neutral" to
     allow customers the ability to use a broader range of software applications
     including Windows Media Encoder, RealNetworks' RealSystem Producer, Adobe
     Premier 6.0, Media 100's Cleaner 5, Sorrenson Broadcaster and other leading
     applications, as well as streaming directly to Windows Media and Real
     formats. The Company also introduced its new Osprey SimulStream(TM)
     software for use initially with its Osprey-210 and Osprey-220 models.
     SimulStream gives users the ability to simultaneously output multiple video
     and audio streams with independent capture settings from a single Osprey
     capture card. By taking what used to be six separate encoding tasks and
     making it a single session, SimulStream reduces encoding time up to 83%
     while greatly improving the video and audio on the resulting streams. With
     these product enhancements and when economic conditions improve in the U.S.
     market, the Company expects a rebound in subsystem product sales from the
     prior two quarters to begin in late 2001 or early 2002.

o    Niagara(R) Streaming/Encoding Systems and Viewpoint VBX(TM) Video
     Distribution Systems. During the quarter and nine months ended September
     30, 2001, combined systems sales totaled $364,388 and $853,799,
     respectively, a decrease of 61.9% and 56.8% compared to prior year periods.
     System revenues have been most clearly impacted by the economic slowdown
     and the general softening and postponement of IT spending, especially in
     the financial services sector. In May 2001 through September 2001, the
     Company reduced and reorganized its workforce associated with the product
     lines and focused its sales, marketing and development efforts on
     education/distance learning, broadband to narrowband gateway, financial,
     security/telejustice and media network applications. The Company's encoder
     system control software, SCX(TM), combined with the new Osprey SimulStream
     software is providing to professional broadcasters and media networks the
     efficiency and control required in their operations. In early October 2001,
     the Company entered into a joint marketing agreement with leading Internet
     broadcaster, MediaWave. MediaWave will provide sales and sales engineering
     support for all ViewCast products to ViewCast resellers as part of its
     strategy to enhance is product portfolio and ramp up its presence in
     Europe, the Middle East and Africa ("EMEA"). The Company also announced
     that it would bundle Accordent Technologies' Presenter PRO software with
     its ViewCast NiagaraMax portable streaming systems. PresenterPRO enables
     companies to create live and on demand streaming presentations enhanced by
     synchronized PowerPoint slides, pictures, Flash, URLs, and other features
     to create professional streaming presentations in minutes. With the
     expected easing of customer budget constrains and enhanced interest in
     videoconferencing systems as a viable, cost effective alternative to
     business travel, the Company is encouraged by increased sales interest and
     expects an improved trend in systems sales during the remainder of 2001.



                                       13
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


o    Other Revenues. Other revenues consisting of software maintenance,
     training, engineering consulting fees and professional services amounted to
     $56,027 and $231,144 for the quarter and nine months ended September 30,
     2001, respectively, representing a decline of 36.6% and 46.7% compared to
     prior year periods. Other revenues during the nine months of 2000 included
     $156,000 of engineering consulting fees for contract development of the
     Osprey(R)-500 video capture card with no comparable sales in 2001.

     Cost of Goods Sold/Gross Margin. Cost of goods sold were $746,787 and
$2,527,204 for the quarter and nine months ended September 30, 2001,
respectively, a decrease of 54.6% and 30.9% from prior year periods. Gross
profit margin for the quarter and nine months ended September 30, 2001, was
58.6% and 57.7%, respectively, improved from 52.9% and 53.1% reported in prior
year periods. The improved gross margins during 2001 are reflective of increased
unit sales of new subsystem products with improved profit margins. The Company
anticipates that, over the remainder of 2001, its margins will decline slightly
due to planned price reductions and marketing programs associated with its
Osprey products. Margins are expected to remain in the 50% - 56% range.

     Selling, General and Administrative Expense. Selling, general and
administrative expenses for the quarter and nine months ended September 30, 2001
were $1,660,742 and $6,133,540, respectively, a decrease of 34.8% and 12.7% from
prior year periods. The decrease reflects workforce reductions and
reorganization during May 2001 through September 2001 to trim operating expenses
in all product groups. During the current quarter, the Company reduced sales,
customer support and administrative costs approximately 39% while marketing
expenses remained relatively unchanged compared to the third quarter a year ago.

     Research and Development Expense. Research and development expense for
three and nine months ended September 30, 2001 totaled $1,067,941 and
$3,327,171, respectively, an increase of 1.8% and 11.1% over prior year periods
reflecting an increase in hardware and software engineers and expenses
associated with the development, testing and certification of the Company's
Osprey(R)-2000 line of video capture cards, the Niagara(R) line of streaming
encoders and streaming servers, and the continued development of ViewCast Online
business applications and systems. The Company continues to invest in new
product development to ensure its ability to compete in the distribution and
streaming sectors of the video and audio communications industry and to
establish the Company as a leader in its target markets.

     Restructuring. In April 2001, the Company's Board of Directors approved a
plan of restructuring that included a reduction in the Company's workforce to
decrease operating expenses. Charges during the second and third quarters
included costs of $126,927 for employee severance and benefits associated with
the involuntary termination of 23 employees. Personnel reductions were made in
the Company's finance and administration (1), marketing and sales (12),
operations (3), and engineering, research and development (7) departments.

     Other (Income) Expense. Total other expense for the quarter and nine months
ended September 30, 2001 totaled $194,791 and $374,146, respectively, an
increase of 44.0% and 96.5% over prior year periods reflecting the addition of
interest expense and amortization of debt issue costs associated with the
Company's 7% Senior Convertible Debentures, interest from additional
line-of-credit borrowings and reduction of interest income earned on the
Company's cash and cash equivalents during the nine months ended September 30,
2001.

     Net Loss. Net loss for the quarter and nine months September 30, 2001 was
$2,194,150 and $7,207,098, respectively, an increase in loss of 5.3% and 9.1%
from prior year periods. Net loss for the quarter and nine months reflect
decreases in net sales and increases in research and development expense,
partially offset by declining selling, general and administrative expenses and
improving gross margins.



                                       14
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of funds for conducting its business
activities are from sales of its products, the sale of its debt and equity
securities and from borrowings under its working capital line of credit. The
Company requires liquidity and working capital primarily to fund operating
losses, increase inventories and accounts receivable associated with sales
growth, develop its products, service debt and for capital expenditures.

     Net cash used in operating activities for the nine months ended September
30, 2001 totaled $7,028,398 due primarily to the net loss of $7,207,098,
adjusted for non-cash operating expenses/gains of $713,251, and to changes in
operating assets and liabilities of $534,551, principally due to increases in
inventory of newly released products, reductions in accounts payable and accrued
expenses offset in part by trade receivable collections.

     Investing activities utilized cash of $384,513 during the nine months ended
September 30, 2001 for capital expenditures for computer equipment, test
equipment and purchased software to aid the development and testing of the
Company's products; for demonstration equipment to showcase its products; and
for software development costs associated with the ViewCast Online's streaming
media software applications.

     During the nine months of 2001, financing activities generated cash in the
amount of $3,762,898 principally from proceeds from short-term borrowings,
proceeds from the sale of TEKS stock and sale of common stock under the terms of
the Company's Employee Stock Purchase Plan ("ESPP"). During March through
September 2001, the Company borrowed $3,478,396 million under the terms of its
working capital credit facility primarily to fund operating expenses and
inventory purchases of its Osprey(R)-500 and Osprey(R)-2000 subsystem products.
Also, during the offering period ended March 31, 2001, the Company received
$66,744 from the issuance 106,954 shares of common stock pursuant to the
Company's ESPP and in June 2001, received proceeds of $208,675 from the sale of
TekInsight.com, Inc. ("TEKS") common stock. In August 2001, the Company offered
certain of its private warrant holders the right to exercise their warrants at a
temporarily reduced exercise price of $0.75per share of common stock for a
period of 30-days. As an inducement for exercise of the warrants, exercising
warrant holders received a like number of new warrants to purchase Company stock
at $1.00 per share. The Company received proceeds of $24,999 from the exercise
of the 33,332 warrants pursuant to this offer and issued 33,332 new five-year
warrants to purchase common stock at $1.00 per share which expire February 2007.

     In November 2001, the Company received $2.0 million in gross proceeds from
the sale of 200,000 shares of newly created Series C convertible preferred stock
at $10.00 to Mr. H.T. Ardinger, a principal shareholder and Chairman of the
Board of the Company. The Series C preferred stock is convertible into common
stock of the Company at a fixed price of $0.60 per share, subject to certain
requirements, and carries a dividend of 9% payable semiannually in cash or
common stock of the Company, at the Company's option. The Company intends to use
the proceeds for working capital and general corporate initiatives.

     The Company classifies its equity securities that are free of trading
restrictions, or to become free of trading restrictions within one year, as
"available-for-sale". During September of 1998, the Company entered into a
strategic business relationship with TekInsight.com, Inc. ("TEKS"), formerly
Tadeo Holdings, Inc., that involved a stock purchase agreement whereby ViewCast
acquired shares of TEKS common stock in exchange for of ViewCast Common Stock.
Because all of the TEKS shares held by the Company are available for trading
under Rule 144 of the Securities and Exchange Commission since September 2000,
those shares are presented at their fair market value on the balance sheet as of
December 31, 2000 and September 30, 2001. The quoted market price of TEKS shares
at December 31, 2000, September 30, 2001 and October 31, 2001 was $0.88, $1.70,
and $2.30, respectively.



                                       15
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


     At September 30, 2001, the Company had working capital of $(1,974,419) and
cash, cash equivalents and available-for sale securities of $2,186,690. The
Company has experienced an overall sales decrease of 23.2% during the first nine
months of 2001 compared to 2000 levels and, while wary of current economic
conditions, anticipates that revenues will rebound during the fourth quarter of
2001 with the introduction of new products and if economic conditions improve.
The Company plans to increase working capital not only from increased sales and
lower operating expenses but from continued increases in value of the TEKS stock
subsequent to completion of its merger activities, exercise of warrants and, as
necessary, additional equity financing such as the $2,000,000 received for the
Series C Preferred Stock in November 2001. The Company also anticipates that
losses will continue at a lower level than prior quarters for the balance 2001
and until such time as total profit margins from the sales of its products
exceed its total development, selling, administrative and financing costs. In
April 2001, the Company's Board of Directors approved a plan of restructuring to
reduce the Company's workforce and decrease operating expenses. In May 2001
through September 2001 the company has reorganized its sales operations, reduced
its workforce by 23 individuals and trimmed other related expenses. As a direct
result of these measures, third quarter operating expenses declined $448,000, or
12.8% compared to the second quarter of 2001, and $741,000, or 19.5%, compared
to the third quarter of 2000. The Company will remain vigilant and proactive in
managing its operating expenses.

     In October of 1998, the Company entered into a working capital line of
credit financing arrangement with an entity controlled by one of its principal
stockholders, who is currently Chairman of the Board. In February 2001, the
Company amended the facility to increase the credit line commitment from $9.0
million to $12.0 million, extend the maturity date of the agreement to January
31, 2002, or March 15, 2003 in certain circumstances, and expand the asset base
for lending to include TEKS shares owned by the Company. The availability of
funds under this facility is subject to certain borrowing base limitations based
principally on outstanding accounts receivable, inventory and market value of
TEKS shares. The Company had fully borrowed against its borrowing base as of
September 30, 2001 and had utilized $5.9 million of the line-of-credit facility.
The facility will continue to be utilized for working capital by the Company to
the extent possible depending on future levels of accounts receivable, inventory
and market value of TEKS shares. The noteholder has agreed to waive through
January 31, 2002 the repayment of any outstanding financing that may be in
excess of the borrowing base from time to time.

     The Company utilizes significant capital to design, develop and
commercialize its products. The Company intends to fund its operating activities
and sales growth by utilizing the proceeds of the Series C Preferred Stock
offering, its available working capital line of credit, cash contributed from
operations and sales of its available-for-sale securities. The Company, may
require additional capital to develop and introduce new products and services,
to enhance existing product offerings, and to address unanticipated competitive
threats, technical problems, economic conditions and to maintain its stock
exchange listing requirements. If additional capital is required, such financing
may include the issuance of convertible preferred stock, exercise of warrants or
issuance of other equity securities in exchange for an investment in the
Company. There can be no assurance that any such additional financing will be
available to us on acceptable terms, or at all. Additional equity financing may
involve substantial dilution to our then existing stockholders. In response to
the economic slowdown and to enhance financial performance and increase revenue,
ViewCast intends to actively pursue other alternatives, including strategic
merger and acquisition activities. In the event we are unable to raise
additional capital or execute other alternatives, we may be required to
substantially reduce our activities and make financial adjustments as
appropriate.

     At September 30, 2001, the Company had no material commitments for capital
expenditures.




                                       16
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     In management's opinion, there has been no material change in market risk
since disclosed in Item 7A of the Company's Annual Report on Form 10-K, as
amended, for the year ended December 31, 2000.




                                       17
<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                                OTHER INFORMATION


PART II: OTHER INFORMATION

         Item 1.  Legal Proceedings
                  (Not Applicable)

         Item 2.  Changes in Securities
                  (Not Applicable)

         Item 3.  Defaults Upon Senior Securities
                  (Not Applicable)

         Item 4.  Submission of Matters to a Vote of Security Holders
                  (None)

         Item 5.  Other Information
                  (None)

         Item 6.  Exhibits and Reports on Form 8-K
                  (a) Exhibits filed with this report:
                              (None)

                  (b) Reports on Form 8-K
                              (None)




                             See accompanying notes.

                                       18
<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   ViewCast.com, Inc.
                                   -------------------------
                                   (Registrant)




                                   BY:

Date: November 14, 2001            /s/ Laurie L. Latham
                                   -------------------------
                                   Laurie L. Latham
                                   Chief Financial Officer
                                   Principal Financial Officer





                                       19