<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the quarterly period ended September 30, 2003


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

                         Commission File Number: 0-29020

                               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.)

               17300 DALLAS PARKWAY, SUITE 2000, DALLAS, TX 75248
               --------------------------------------------------
                    (Address of principal executive offices)

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


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents required to be filed by Section
12, 13 or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court.   Yes [  ]   No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of October 31, 2003, 20,671,955 shares of the Registrant's common stock were
outstanding.

Transitional Small Business Disclosure Format (check one): Yes [  ]   No [X]




<PAGE>

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

<TABLE>

<S>                                                                                                        <C>
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

    Consolidated Balance Sheets at December 31, 2002 and
     September 30, 2003 (Unaudited).........................................................................   3
    Consolidated Statements of Operations for the Three and Nine months
       ended September, 2002 and 2003 (Unaudited)...........................................................   4
    Consolidated Statement of Stockholders' Deficit for the
        Nine Months ended September 30, 2003 (Unaudited)....................................................   5
    Consolidated Statements of Cash Flows for the Nine Months ended September
       30, 2002 and 2003 (Unaudited)........................................................................   6
    Notes to Consolidated Financial Statements..............................................................   7

  Item 2.  Management's Discussion and Analysis of Financial Condition
    and Results of Operations...............................................................................  17

  Item 3.  Controls and Procedures..........................................................................  25

PART II.  OTHER INFORMATION.................................................................................  26

SIGNATURES..................................................................................................  27

</TABLE>



                                       2
<PAGE>



                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,          SEPTEMBER 30,
                                                                                           2002                    2003
                                                                                        ------------          ------------
                              ASSETS                                                                           (UNAUDITED)
<S>                                                                                  <C>                   <C>
Current assets:
  Cash and cash equivalents                                                             $    288,519          $    610,231
  Accounts receivable, less allowance for  doubtful accounts
    of $144,000 and $132,000 at December 31, 2002 and
    September 30, 2003, respectively                                                       2,515,164             2,437,273
  Inventories                                                                              1,598,019             1,792,147
  Prepaid expenses                                                                            86,906               202,504
  Deferred charges                                                                            43,395                41,644
                                                                                        ------------          ------------
      Total current assets                                                                 4,532,003             5,083,799

Property and equipment, net                                                                1,795,809             1,560,083
Goodwill                                                                                   1,041,430             1,041,430
Customer contracts, net                                                                           --               435,139
Software development costs, net                                                               68,713                 8,172
Deferred charges                                                                              92,707                    --
Deposits                                                                                     127,481               124,275
                                                                                        ------------          ------------

        Total assets                                                                    $  7,658,143          $  8,252,898
                                                                                        ============          ============

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                                                      $  1,818,991          $  1,634,257
  Accrued expenses                                                                         1,430,444             1,426,470
  Deferred revenue                                                                           905,632             1,073,714
  Advance from stockholder                                                                   500,000                    --
  Stockholder line of credit                                                               5,161,582             1,100,000
  Short-term debt, other                                                                     717,705                64,119
  Current maturities of long-term debt                                                            --             1,058,493
                                                                                        ------------          ------------
        Total current liabilities                                                         10,534,354             6,357,053

Convertible debentures                                                                       950,000                    --
Stockholder note payable                                                                          --             6,401,089
Stockholder accrued interest                                                                      --               988,751
Series D redeemable convertible preferred stock                                              987,120             1,392,914

Commitments                                                                                       --                    --

Stockholders' equity (deficit):
  Convertible preferred stock, $0.0001 par value:
    Authorized shares - 5,000,000
      Series B - issued and outstanding shares - 800,000                                          80                    80
      Series C - issued and outstanding shares - 200,000                                          20                    20
  Common stock, $.0001 par value:
    Authorized shares - 100,000,000
    Issued shares -  20,822,847 and 20,893,829 at December 31, 2002
       and September 30, 2002, respectively                                                    2,083                 2,090
  Additional paid-in capital                                                              55,685,444            55,609,467
  Accumulated deficit                                                                    (60,489,052)          (62,486,660)
  Treasury stock,  261,497 shares at cost                                                    (11,906)              (11,906)
                                                                                        ------------          ------------
        Total stockholders' deficit                                                       (4,813,331)           (6,886,909)
                                                                                        ------------          ------------

        Total liabilities and stockholders' deficit                                     $  7,658,143          $  8,252,898
                                                                                        ============          ============

</TABLE>

  The accompanying notes are an integral part of these consolidated statements.


                                       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,
                                                       -------------------------------       -------------------------------
                                                          2002                2003               2002               2003
                                                       ------------       ------------       ------------       ------------

<S>                                                 <C>                <C>                <C>                <C>
NET SALES                                              $  2,094,407       $  5,381,014       $  5,659,818       $ 14,807,095

Cost of sales (includes depreciation of $73,427
 and $201,284 for the three and nine months ended
 September 30, 2003, respectively)                          898,324          3,199,561          2,569,981          8,661,183
                                                       ------------       ------------       ------------       ------------

GROSS PROFIT                                              1,196,083          2,181,453          3,089,837          6,145,912

Operating expenses:
  Selling, general and administrative                     1,125,731          1,638,703          3,705,331          5,070,495
  Research and development                                  706,788            523,189          2,361,703          1,871,126
  Restructuring charge                                        7,070                 --            119,343                 --
  Depreciation and amortization                             202,339            135,575            642,872            445,899
                                                       ------------       ------------       ------------       ------------
      Total operating expenses                            2,041,928          2,297,467          6,829,249          7,387,520
                                                       ------------       ------------       ------------       ------------

OPERATING LOSS                                             (845,845)          (116,014)        (3,739,412)        (1,241,608)

Other income (expense):
  Dividend and interest income                                   75                381              1,724              1,074
  Interest expense                                         (185,624)          (273,619)          (602,790)          (761,904)
  Gain on sale of available-for-sale securities                  --                 --          1,071,891                 --
  Other                                                        (442)                --             11,684              4,830
                                                       ------------       ------------       ------------       ------------
      Total other income (expense)                         (185,991)          (273,238)           482,509           (756,000)
                                                       ------------       ------------       ------------       ------------

NET LOSS                                               $ (1,031,836)      $   (389,252)      $ (3,256,903)      $ (1,997,608)
                                                       ============       ============       ============       ============



Preferred dividends                                        (142,857)          (232,943)          (672,059)          (708,020)
                                                       ------------       ------------       ------------       ------------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS             $ (1,174,693)      $   (622,195)      $ (3,928,962)      $ (2,705,628)
                                                       ============       ============       ============       ============

NET LOSS PER SHARE - BASIC AND DILUTED                 $      (0.06)      $      (0.03)      $      (0.20)      $      (0.13)
                                                       ============       ============       ============       ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING                                           20,530,814         20,632,332         19,990,013         20,603,211
                                                       ============       ============       ============       ============

</TABLE>

 The accompanying notes are an integral part of these consolidated statements.


                                       4
<PAGE>




                       VIEWCAST.COM, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                      SERIES B                    SERIES C
                                                     CONVERTIBLE                 CONVERTIBLE
                                                   PREFERRED STOCK             PREFERRED STOCK                 COMMON STOCK
                                             ---------------------------  ---------------------------   ---------------------------
                                                 SHARES       PAR VALUE      SHARES       PAR VALUE        SHARES       PAR VALUE
                                             ------------   ------------  ------------   ------------   ------------   ------------
<S>                                           <C>         <C>             <C>          <C>             <C>           <C>
BALANCE,  JANUARY 1, 2003                         800,000   $         80       200,000   $         20     20,822,847   $      2,083

  Value of options issued for consulting
      services                                         --             --            --             --             --             --

  Imputed redeemable convertible
      preferred stock dividends - Series D             --             --            --             --             --             --

  Sale of common stock, employee
     stock purchase plan                               --             --            --             --         70,982              7

  Net loss                                             --             --            --             --             --             --

                                             ------------   ------------  ------------   ------------   ------------   ------------
BALANCE,  SEPTEMBER 30, 2003                      800,000   $         80       200,000   $         20     20,893,829   $      2,090
                                             ============   ============  ============   ============   ============   ============

</TABLE>


<TABLE>
<CAPTION>
                                                   ADDITIONAL                                                 TOTAL
                                                     PAID-IN          ACCUMULATED          TREASURY        STOCKHOLDERS'
                                                     CAPITAL            DEFICIT             STOCK         EQUITY (DEFICIT)
                                                   ------------       ------------       ------------     ----------------
<S>                                              <C>                <C>                <C>                <C>
BALANCE,  JANUARY 1, 2003                          $ 55,685,444       $(60,498,052)      $    (11,906)      $ (4,813,331)

  Value of options issued for consulting
      services                                              587                 --                 --                587

  Imputed redeemable convertible
      preferred stock dividends - Series D              (86,814)                --                 --            (86,814)

  Sale of common stock, employee
     stock purchase plan                                 10,250                 --                 --             10,257

  Net loss                                                   --         (1,997,608)                --         (1,997,608)

                                                   ------------       ------------       ------------       ------------
BALANCE,  SEPTEMBER 30, 2003                       $ 55,609,467       $(62,486,660)      $    (11,906)      $ (6,886,909)
                                                   ============       ============       ============       ============

</TABLE>

   The accompanying notes are an integral part of this consolidated statement.


                                       5
<PAGE>



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


<TABLE>
<CAPTION>
                                                                               FOR THE NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                                                           --------------------------------
                                                                              2002                 2003
                                                                           -----------          -----------
<S>                                                                      <C>                  <C>
OPERATING ACTIVITIES:
  Net loss                                                                 $(3,256,903)         $(1,997,608)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation of fixed assets                                             504,471              556,783
      Amortization of software development costs                               138,401               60,541
      Amortization of purchased contracts                                           --               29,861
      Non-cash charges to interest expense                                      52,147               94,458
      Gain on sale of available-for-sale securities                         (1,071,891)                  --
      Gain on disposition of fixed assets                                       (2,889)              (5,977)
      Foreign currency translation adjustment                                   53,895                   --
      Consulting fees exchanged for options                                        723                  587
      Changes in operating assets and liabilities:
        Accounts receivable                                                    419,333               77,891
        Inventories                                                            904,951             (194,128)
        Prepaid expenses                                                       (22,313)            (115,598)
        Deposits                                                               (66,872)               3,206
        Accounts payable                                                       172,061              (24,524)
        Accrued expenses and stockholder accrued interest                     (151,657)             984,777
        Deferred revenue                                                       (76,342)             168,082
                                                                           -----------          -----------
               Net cash used in operating activities                        (2,402,885)            (361,649)
                                                                           -----------          -----------

INVESTING ACTIVITIES:
  Proceeds from the sale of available-for-sale securities                    2,910,641                   --
  Purchase of property and equipment                                           (29,380)            (321,625)
  Customer contracts                                                                --             (306,230)
  Proceeds from disposition of property and equipment                            8,302                6,545
                                                                           -----------          -----------
               Net cash provided by (used in) investing activities           2,889,563             (621,310)
                                                                           -----------          -----------

FINANCING ACTIVITIES:
  Net proceeds (repayments) stockholder notes                               (1,135,469)           1,948,000
  Repayment of short-term debt, other                                               --             (653,586)
  Net proceeds from the sale of common stock                                    10,978               10,257
                                                                           -----------          -----------
               Net cash provided by (used in) financing activities          (1,124,491)           1,304,671
                                                                           -----------          -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (637,813)             321,712

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 851,464              288,519
                                                                           -----------          -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $   213,651          $   610,231
                                                                           ===========          ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                $   548,111          $    70,895


</TABLE>

 The accompanying notes are an integral part of these consolidated statements.


                                       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,
Delta Computec Inc., Osprey Technologies, Inc., VideoWare, Inc. and ViewCast
Online Solutions, Inc. (collectively, the Company or ViewCast). All material
inter-company accounts and transactions have been eliminated in consolidation.

     The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America 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, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003. 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, 2002 filed with the Securities and Exchange
Commission.

     The Company utilizes significant capital to design, develop and
commercialize its products and intends to fund its operating activities and
sales growth during the next year by utilizing cash contributed from operations
and its available working capital lines of credit. The Company anticipates it
will require additional capital during the first half of 2004 for working
capital to support the expansion of sales channels and market distribution, to
develop and introduce new products and services, to enhance existing product
offerings, to address unanticipated competitive threats or technical problems,
to transition adverse economic conditions and for potential acquisition
transactions. Although the Company has no firm arrangements with respect to
additional financing, it is currently considering proposals relating to the
issuance of equity securities in exchange for a cash investment in the Company.
There can be no assurance that additional financing will be available to
ViewCast on acceptable terms, or at all. Additional equity financing may involve
substantial dilution to our then existing stockholders. In October 2002, to
enhance financial performance and increase revenue, the Company acquired the
assets and operations of Delta Computec Inc. (See Note 2). The Company intends
to actively pursue other such strategic merger and acquisition activities to the
extent possible. In the event the Company is unable to raise additional capital
or execute other alternatives, we may be required to sell segments of the
business, or substantially reduce or curtail our activities. Such actions could
result in charges that could be material to ViewCast's results of operations or
financial position.

2.  ACQUISITION

     On October 11, 2002, the Company completed the acquisition of the assets
and operations of Delta Computec Inc. pursuant to an Asset Purchase Agreement
dated as of May 31, 2002 (the "APA") between Delta Computec Inc. (the "Seller"),
a New York corporation, and its parent and sole shareholder, NQL Inc., a
Delaware corporation. The acquisition assets and operations were assigned to the
Company's wholly owned subsidiary named Delta Computec Inc., a Delaware company
("DCi"). The operations of DCi have been included with those of the Company
since the agreed upon business valuation date of October 1, 2002. DCi is a
provider of professional information technology and customized network support
services to Fortune 500 and Fortune 1000 corporations, mid-sized companies,
hospitals, health care facilities and financial institutions primarily in the
northeastern United States.

     The combined maximum total consideration to be paid by the Company pursuant
to the APA is equal to $2.5 million. The Company purchased all of the Seller's
assets, including all of its operating assets, property, contracts and customer
lists for a combination of up to $1 million in cash, issuance of up to 150,000
shares of Series D Redeemable Convertible Preferred Stock (the "Series D
Preferred Stock") further described in Note 9, and the assumption of certain
liabilities as outlined in the terms of the APA established based on arms-length
negotiations.



                                       7
<PAGE>

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

     At the closing date, the Company paid $500,000 in cash and issued 95,500
shares of Series D Preferred Stock. The closing cash payment was funded from an
advance from one of its principal stockholders and Chairman of the Board of the
Company, H.T. Ardinger, Jr. During January 2003, the Company issued 10,539
additional shares of Series D Preferred Stock for closing adjustments required
by the APA. The APA provides for two additional contingent payments of up to
$250,000 each to be paid to Seller approximately 6 months and 12 months after
closing, subject to contract revenue levels achieved by DCi over six months and
twelve months subsequent to the acquisition date and including a provision
providing for a portion of the payments to be made with shares of Series D
Preferred Stock. In April 2003, the Company paid $56,230 in cash and issued
19,377 shares of Series D Preferred Stock to satisfy the requirements of the
first contingent payment and recognized an asset for customer contracts in the
amount of $215,000. At September 30, 2003, the Company accrued the second
contingent payment, payable in cash during October 2003, and recognized
additional customer contracts in the amount of $250,000. At September 30, 2003,
customer contracts totaled $435,139 and are presented net of accumulated
amortization of $29,861. Customer contracts are being amortized on a
straight-line basis over a three-year period.

      In June 2003, the Company issued 6,042 shares of Series D Preferred Stock
to its investment banker for $60,420 of services performed at the time of the
DCi acquisition. A liability for the services was accrued in October 2002.

3.  INVENTORIES

     Inventories consists of the following:

<TABLE>
<CAPTION>

                            DECEMBER 31,       SEPTEMBER 30,
                               2002                2003
                            ----------         ----------
                                               (UNAUDITED)
<S>                       <C>                <C>
Purchased materials         $  438,631         $  476,384
Finished goods               1,159,388          1,315,763
                            ----------         ----------
                            $1,598,019         $1,792,147
                            ==========         ==========
</TABLE>

4.  ACCRUED EXPENSES

     Accrued expenses consist of the following:


<TABLE>
<CAPTION>

                                     DECEMBER 31,      SEPTEMBER 30,
                                        2002               2003
                                     ----------         ----------
                                                        (UNAUDITED)
<S>                                <C>                <C>
Stockholder accrued interest         $  628,564         $  219,722
Accrued interest other                   11,083             27,708
Accrued compensation                    415,757            651,915
Accrued legal & professional             80,763             75,784
Accrued warranty                         39,000             44,000
Accrued rent                             37,725             27,007
Accrued inventory purchases              28,197             32,754
Customer deposits                        57,965            190,841
Other                                   131,390            156,739
                                     ----------         ----------
                                     $1,430,444         $1,426,470
                                     ==========         ==========
</TABLE>



                                       8
<PAGE>

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

5.  WARRANTY RESERVES

     Reserves are provided for the estimated warranty costs when revenue is
recognized. The costs of warranty obligations are estimated based on warranty
policy or applicable contractual warranty, historical experience of known
product failure rates and use of materials and service delivery charges incurred
in correcting product failures. Specific warranty accruals may be made if
unforeseen technical problems arise. If actual experience, relative to these
factors, adversely differs from these estimates, additional warranty expense may
be required.

     The following table below shows the roll forward of warranty expense for
the three and nine months ended September 30, 2002 and 2003.

<TABLE>
<CAPTION>

                           FOR THE THREE MONTHS ENDED           FOR THE NINE MONTHS ENDED
                                 SEPTEMBER 30,                        SEPTEMBER 30,
                           --------------------------          --------------------------
                             2002              2003              2002              2003
                           --------          --------          --------          --------
                          (UNAUDITED)      (UNAUDITED)         (UNAUDITED)      (UNAUDITED)
<S>                      <C>               <C>               <C>               <C>
Beginning balance          $ 66,000          $ 17,000          $ 70,000          $ 39,000
Charged to expense            6,000            32,000            20,000            69,000
Usage                        (6,000)           (5,000)          (24,000)          (64,000)
                           --------          --------          --------          --------
Ending balance             $ 66,000          $ 44,000          $ 66,000          $ 44,000
                           ========          ========          ========          ========
</TABLE>

6.  PROPERTY AND EQUIPMENT

         Property and equipment, at cost, consists of the following:

<TABLE>
<CAPTION>

                                      ESTIMATED
                                     USEFUL LIFE      DECEMBER 31,        SEPTEMBER 30,
                                       (YEARS)            2002                 2003
                                     -----------      -----------          -----------
                                                                           (UNAUDITED)
<S>                                 <C>             <C>                  <C>
Computer equipment                     3 to 7         $ 2,492,165          $ 2,406,575
Service assets                              3             476,666              693,234
Software                               3 to 5             630,355              634,773
Leasehold improvements                 1 to 5             103,886              132,248
Office furniture and equipment         5 to 7             598,571              615,712
                                                      -----------          -----------
                                                        4,301,643            4,482,542

Less accumulated depreciation
  and amortization                                     (2,505,834)          (2,922,459)
                                                      -----------          -----------
                                                      $ 1,795,809          $ 1,560,083
                                                      ===========          ===========
</TABLE>

7.  STOCKHOLDER LINE OF CREDIT AND SHORT-TERM DEBT

     In October, 2003, ViewCast.com, Inc., Osprey Technologies, Inc. and
VideoWare, Inc. (jointly and severally, "the Borrower") amended the terms and
conditions of its line of credit note and security agreement with the Ardinger
Family Partnership, LTD. ("Lender"), an entity controlled by one of its
principal stockholders, Mr. H.T. Ardinger, who currently serves as Chairman of
the Board of Directors of the Company. As of the date of the agreement, the
outstanding principal balance of the indebtedness under the original loan
agreement was $7,509,582 and accrued and unpaid interest thereon was $1,243,665.
Additionally, in October of 2003 the Company had outstanding $500,000 in
advances from Lender for the purchase of DCi in October 2002. Effective October
15, 2003, terms and conditions of the note agreement


                                       9
<PAGE>
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

were amended to establish a long-term payout for a majority of the note and
significantly reduce the per annum interest rate from the original 12% fixed
rate as follows:

     1)   $1,100,000 ($600,000 principal amount from the original note and
          $500,000 of stockholder advances) was rolled into a revolving credit
          note with a maximum credit line of $2,000,000. The revolving credit
          note accrues interest at a per annum rate equal to the lesser of prime
          plus 3.0% or 9.5%. Interest is payable on demand or together with
          principal on December 31, 2004. The note provides for automatic
          one-year renewals through December 31, 2006 and for certain mandatory
          prepayments from third party loans and equity offerings by Borrower.

     2)   $6,909,582 principal amount from the original note was rolled into a
          term note with principal and interest payable as follows:

          a)   Thirty-three (33) consecutive monthly principal payments of
               $19,193, which is equal to a thirty (30) year amortization
               (monthly) of the total principal outstanding as of the date of
               the note, payable and due commencing on April 30, 2004 and
               continuing on the last day of each calendar month thereafter; and

          b)   One (1) final installment of all outstanding principal and all
               accrued and unpaid interest hereunder shall be due and payable on
               December 31, 2006.

         The term note accrues interest at a per annum rate equal to the lesser
         of prime plus 3.0% or 9.5% and requires certain semi-annual mandatory
         prepayments based on 25% of calculated excess cash flow.

     3)   Accrued interest on the original loan in the amount of $1,243,665 is
          payable in (33) equal consecutive monthly installments commencing on
          April 30, 2004 and continuing on the last business day of each
          calendar month thereafter with the final payment being made on
          December 31, 2006.

     The amended note agreement eliminates the borrowing base requirements based
on outstanding accounts receivable and inventory and is secured by all assets of
the Borrower.

     During the nine months ended September 30, 2003, net borrowings under the
stockholder line of credit increased $1,948,000 resulting in a note principal
balance of $7,109,582 at September 30, 2003. Total accrued interest on
stockholder notes at September 30, 2003 totaled $1,208,473. The balance sheet at
September 30, 2003 has been adjusted to reflect the long term nature of
stockholder notes payable and accrued interest then outstanding and assumes the
aforementioned debt amendments took effect September 30, 2003.

     In October 2002, the Company acquired the assets and operations of DCi (See
Note 2). Part of the acquisition transaction included the payoff of the Seller's
asset based revolving credit facility and the establishment for DCi of a new
$1.5 million asset based revolving credit facility for a period of one year with
Keltic Financial Partners, LP ("Keltic"). In addition, ViewCast entered into a
Guaranty of Payment and a Performance and Subordination Agreement with Keltic
for this facility. The loan interest rate is, at the option of Lender, the
greater of: (a) the prime rate plus two hundred fifty (250) basis points per
annum, or (b) seven and one-quarter percent (7.25%). Draws on the revolving
credit facility are based on qualifying DCi accounts receivable. The loan
balance is reduced as cash collections are received directly by Keltic. During
the nine months ended September 30, 2003, cash collections in excess of draws
reduced the Keltic loan balance by $649,385 to $63,167 at September 30, 2003.
DCi had asset based availability of $270,000 under the Keltic revolving credit
facility at September 30, 2003.



                                       10
<PAGE>

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

8.   LONG -TERM NOTES PAYABLE

     Long - term notes payable a September 30, 2003 consists of the following:

<TABLE>
<CAPTION>

                                                          DECEMBER 31,       SEPTEMBER 30,
                                                             2002                2003
                                                          -----------         -----------
                                                                              (UNAUDITED)
<S>                                                     <C>                 <C>
7% Senior Convertible Debentures due 2004 with
interest payable semi-annually in arrears                 $   950,000         $   950,000

Stockholder term note with an entity controlled
by a principal stockholder of the Company,
collateralized by all assets of Borrower, with
interest due at a rate per annum equal to the
lesser of prime plus 3.0% or 9.5% fixed rate, due
April 30, 2006. (See Note 7)                                       --           6,509,582
                                                          -----------         -----------
                                                              950,000           7,459,582
       Less current maturities                                     --          (1,058,493)
                                                          -----------         -----------
       Total long-term notes payable                      $   950,000         $ 6,401,089
                                                          ===========         ===========
</TABLE>

9.  SERIES D REDEEMABLE CONVERTIBLE PREFERRED STOCK

     During October 2002 through June 2003, the Company issued 150,670 shares of
Series D Preferred Stock as partial consideration for the acquisition of DCi and
for related investment banking fees (See Note 2). Each share of Series D
Preferred Stock has a stated value of $10.00 with a conversion option to common
stock at $1.50 per share of Company common stock. The Series D Preferred Stock
provides redemption rights for the holders and the Company, and other rights as
described in the Certificate of Designation of the Series D Preferred Stock. The
Series D Preferred Stock is redeemable at its stated value at the holders'
option upon written notice at any time after October 11, 2004. The value of the
150,670 shares issued and outstanding at September 30, 2003 reflects a discount
of $113,786 from the stated value of $1,506,700 and will be recorded as imputed
preferred dividends until the initial redemption date of October 11, 2004.
Through September 30, 2003, the Company has recognized $86,814 as dividends on
the Series D Preferred Stock. The Series D Preferred Stock is redeemable at its
stated value at the Company's option upon written notice at any time after
October 11, 2005 or prior to that date if the Company's common stock has a
market value of $3.75 per share for ten consecutive trading days. Holders of
Series D redeemable convertible preferred stock have no voting rights except as
required by law.

10.  NET LOSS PER SHARE

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


                                       11
<PAGE>

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


     Following is a summary of excluded securities:

<TABLE>
<CAPTION>

                                                             FOR THE THREE MONTHS                    FOR THE NINE MONTHS
                                                              ENDED SEPTEMBER 30,                    ENDED SEPTEMBER 30,
                                                          -----------------------------         -----------------------------
                                                             2002               2003               2002               2003
                                                          ----------         ----------         ----------         ----------
<S>                                                     <C>                <C>                <C>                <C>
Stock options                                              3,868,049          4,092,287          3,948,108          4,246,273
Public and private warrants                                4,305,120          4,184,512          4,321,370          4,184,512
Convertible debentures                                       190,000            190,000            190,000            190,000
Convertible preferred stock - Series B                     2,206,896          2,206,896          2,306,896          2,206,896
Convertible preferred stock - Series C                     3,333,333          3,333,333          3,333,333          3,333,333
Redeemable convertible preferred Stock - Series D                 --          1,004,466                 --            902,171
                                                          ----------         ----------         ----------         ----------
                                                          13,903,398         15,011,494         14,099,707         15,063,185
                                                          ==========         ==========         ==========         ==========

</TABLE>


11.  STOCK-BASED COMPENSATION

     The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," in its primary financial
statements and has provided supplemental disclosures required by Statement of
Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation" and by Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure an
amendment of FASB Statement No. 123."

     Option exercise prices are equal to the market price on the date of grant.
In general, a portion of the shares under grant become exercisable after one
year and remaining shares vest monthly thereafter on a straight line basis over
the vesting term of the option (typically five years). Options expire after ten
years.

     SFAS 123 requires the disclosure of pro forma net income and earnings per
share information computed as if the Company had accounted for its employee
stock options granted under the fair value method set forth in SFAS 123. The
fair value for these options was estimated at the date of grant using the
Black-Scholes option pricing model.

     For purposes of pro forma disclosures, the estimated fair value of the
options is amortized as expense over the options' vesting periods. Pro forma
information for the three and nine months ended September 30, 2002 and 2003 is
as follows:

<TABLE>
<CAPTION>
                                                      FOR THE THREE MONTHS ENDED                FOR THE NINE MONTHS ENDED
                                                              SEPTEMBER 30,                             SEPTEMBER 30,
                                                     --------------------------------          --------------------------------
                                                         2002                 2003                 2002                 2003
                                                     -----------          -----------          -----------          -----------
                                                     (UNAUDITED)          (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
<S>                                                <C>                  <C>                  <C>                  <C>
NET LOSS APPLICABLE TO COMMON
  STOCKHOLDERS:
    As reported                                      $(1,174,693)         $  (622,195)         $(3,928,962)         $(2,705,628)
    Deduct: total stock-based compensation
       under fair value based method for all
       awards, net of related tax expense               (476,265)            (406,177)          (1,428,795)          (1,216,749)

                                                     -----------          -----------          -----------          -----------
    Pro forma                                        $(1,650,958)         $(1,028,372)         $(5,357,757)         $(3,922,377)
                                                     ===========          ===========          ===========          ===========

NET LOSS PER SHARE:
    As reported - basic and diluted                  $     (0.06)         $     (0.03)         $     (0.20)         $     (0.13)
                                                     ===========          ===========          ===========          ===========
    Proforma - basic and diluted                     $     (0.08)         $     (0.05)         $     (0.27)         $     (0.19)
                                                     ===========          ===========          ===========          ===========
</TABLE>


                                       12
<PAGE>

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

12.  NEW ACCOUNTING STANDARDS

     In May 2003, the Financial Accounting Standards Board issued SFAS No.150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS No.150 revised the accounting for certain
financial instruments that, under previous guidance, issuers could account for
as equity. The new statement requires that those instruments be classified as
liabilities in statements of financial condition. SFAS No.150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is generally effective at the beginning of the first interim period beginning
after June 15, 2003. The Company adopted this standard for the quarter ended
September 30, 2003 and reclassified $987,120 and $1,392,914 of Series D
redeemable convertible preferred stock outstanding at December 31, 2002 and
September 30, 2003, respectively to long-term liabilities from mezzanine
liabilities. The adoption of SFAS No.150 did not have a material impact on our
results of operations, financial condition or cash flows.

13.  SEGMENT INFORMATION

     Prior to October 2002, the Company's organizational structure was based on
one business segment engaged in the design, development and marketing of video
products, systems and services. Since the acquisition of Delta Computec Inc. in
October 2002, the Company now operates in two distinct business segments as
follows:

     IT SERVICES AND PRODUCTS

         This business segment includes the operations of Delta Computec Inc.
         which is headquartered in New Jersey and provides customized network
         support, Internet and Intranet consulting, networking, maintenance,
         disaster recovery services as well as computer and networking product
         sales to Fortune 500 and 1000 companies. Customers include financial
         institutions, accounting firms, healthcare providers, pharmaceutical
         companies and educational institutions located in the northeastern
         United States.

     VIDEO DISTRIBUTION AND NETWORKING PRODUCTS

         This business segment is engaged in designing, developing and marketing
         video communications products and services. It includes operations of
         the Company's Osprey(R) line of video capture and video
         compression-decompression cards, its Viewpoint VBX(TM) video
         distribution system, and its Niagara(TM) line of encoding and streaming
         video servers. The Company markets its video products and services
         directly to end-users, through original equipment manufacturers,
         value-added resellers and computer system integrators, worldwide.

     CORPORATE

         The corporate functions of human resources, legal, financial reporting,
         accounting, and risk management are located in Dallas, TX. Operating
         expenses not fully distributed to business segments include interest
         expense plus certain administrative salaries, legal and professional
         fees, and corporate facility expenses.

     The Company's underlying accounting records are maintained on a legal
entity basis for government and public reporting requirements. Segment
disclosures are on a performance basis consistent with internal management
reporting. The Company evaluates performance based on sales, gross margins and
operating income and expense.



                                       13
<PAGE>

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

     The following tables provide financial data by segment for the three and
nine months ended September 30, 2003:


SUMMARY OF OPERATIONS BY OPERATING SEGMENT FOR THE THREE MONTHS ENDED SEPTEMBER
30, 2003:

<TABLE>
<CAPTION>
                                                               VIDEO
                                                           DISTRIBUTION
                                        IT SERVICES,       & NETWORKING         UNALLOCATED
                                          PRODUCTS           PRODUCTS            CORPORATE             TOTAL
                                        -----------         -----------          ---------          -----------
<S>                                   <C>                 <C>                  <C>                <C>
Total sales                             $ 2,893,706         $ 2,500,060          $      --          $ 5,393,766
Intersegment sales                               --             (12,752)                --              (12,752)
                                        -----------         -----------          ---------          -----------
Revenue from external customers         $ 2,893,706         $ 2,487,308          $      --          $ 5,381,014
                                        ===========         ===========          =========          ===========
Gross profit                            $   797,674         $ 1,383,779          $      --          $ 2,181,453

Operating income (loss)                 $   342,363         $   350,897          $(809,274)         $  (116,014)

</TABLE>




SUMMARY OF OPERATIONS BY OPERATING SEGMENT FOR THE NINE MONTHS ENDED SEPTEMBER
30, 2003:

<TABLE>
<CAPTION>
                                                                 VIDEO
                                                             DISTRIBUTION
                                        IT SERVICES,         & NETWORKING          UNALLOCATED
                                          PRODUCTS             PRODUCTS             CORPORATE                TOTAL
                                        ------------         ------------          ------------          ------------
<S>                                   <C>                  <C>                   <C>                   <C>
Total sales                             $  8,236,406         $  6,602,325          $         --          $ 14,838,731
Intersegment sales                                --              (31,636)                   --               (31,636)
                                        ------------         ------------          ------------          ------------
Revenue from external customers         $  8,236,406         $  6,570,689          $         --          $ 14,807,095
                                        ============         ============          ============          ============

Gross profit                            $  2,228,146         $  3,917,766          $         --          $  6,145,912

Operating income (loss)                 $    342,738         $   (532,953)         $ (1,051,393)         $ (1,241,608)

Total assets                            $  5,057,659         $  2,814,834          $    380,405          $  8,252,898
Goodwill                                $  1,041,430         $         --          $         --          $  1,041,430
Customer contracts                      $    435,139         $         --          $         --          $    435,139
Capital additions                       $    287,612         $     34,013          $         --          $    321,625
</TABLE>


                                       14
<PAGE>


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

SUMMARY OF SALES BY GEOGRAPHIC AREA FOR THE THREE MONTHS ENDED:

<TABLE>
<CAPTION>
                                                        VIDEO
                                                     DISTRIBUTION
                                   IT SERVICES,      & NETWORKING
                                    PRODUCTS           PRODUCTS            TOTAL                %
                                   ----------         ----------         ----------           -----
<S>                              <C>                <C>                <C>                   <C>
        SEPTEMBER 30, 2003
United States                      $2,893,706         $1,606,446         $4,500,152            83.6%
Europe                                     --            292,344            292,344             5.4%
Pacific Rim                                --            489,605            489,605             9.1%
Other                                      --             98,913             98,913             1.8%
                                   ----------         ----------         ----------           -----
     Total                         $2,893,706         $2,487,308         $5,381,014           100.0%
                                   ==========         ==========         ==========           =====

        SEPTEMBER 30, 2002
United States                      $       --         $1,272,597         $1,272,597            60.8%
Europe                                     --            319,142         $  319,142            15.2%
Pacific Rim                                --            409,748         $  409,748            19.6%
Other                                      --             92,920         $   92,920             4.4%
                                   ----------         ----------         ----------           -----
     Total                         $       --         $2,094,407         $2,094,407           100.0%
                                   ==========         ==========         ==========           =====

</TABLE>



SUMMARY OF SALES BY GEOGRAPHIC AREA FOR NINE MONTHS ENDED:

<TABLE>
<CAPTION>
                                                         VIDEO
                                                      DISTRIBUTION
                                   IT SERVICES,       & NETWORKING
                                    PRODUCTS            PRODUCTS              TOTAL                %
                                   -----------         -----------         -----------           -----
<S>                              <C>                <C>                <C>                   <C>
        SEPTEMBER 30, 2003
United States                      $ 8,236,406         $ 3,981,991         $12,218,397            82.5%
Europe                                      --             942,998             942,998             6.4%
Pacific Rim                                 --           1,354,582           1,354,582             9.1%
Other                                       --             291,118             291,118             2.0%
                                   -----------         -----------         -----------           -----
     Total                         $ 8,236,406         $ 6,570,689         $14,807,095           100.0%
                                   ===========         ===========         ===========           =====

        SEPTEMBER 30, 2002
United States                      $        --         $ 2,980,602         $ 2,980,602            52.7%
Europe                                      --           1,077,532         $ 1,077,532            19.0%
Pacific Rim                                 --           1,188,684         $ 1,188,684            21.0%
Other                                       --             413,000         $   413,000             7.3%
                                   -----------         -----------         -----------           -----
     Total                         $        --         $ 5,659,818         $ 5,659,818           100.0%
                                   ===========         ===========         ===========           =====

</TABLE>



                                       15
<PAGE>

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

14.  SUBSEQUENT EVENTS

     In October 2003, the DCi asset based revolving credit facility with Keltic
Financial Partners, LP ("Keltic") was amended to extend the maturity date of the
note to October 11, 2004 and to modify the interest rate to the greater of, at
the option of Keltic,: (a) the prime rate plus two hundred fifty (250) basis
points per annum, or (b) six and one-half percent (6.50%). Amendments were also
made to lower certain "EBITDA" requirements of the loan agreement. The credit
facility continues to be secured by all DCi assets and is guaranteed by the
Company. In October 2003, Keltic was paid $7,500 in extension fees pertaining to
the note renewal.



                                       16
<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

    Some of the statements in this Report on Form 10-QSB 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 ViewCast 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 ability to successful integrate acquired
operations, the effect of our accounting polices and other risks detailed in the
Annual Report on Form 10-K for the year ended December 31, 2002 and 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.

OVERVIEW

    ViewCast.com, Inc., doing business as ViewCast Corporation, ("ViewCast")
develops and markets a variety of products and services that enable networked
video communications and provides professional information technology and
customized network support services through its wholly owned subsidiary, Delta
Computec Inc. ("DCi"). We continue to be a leading global provider of
enterprise-wide, video communication products for both real-time and on-demand
applications. Our market presence has been expanded and supplemented with the
acquisition of DCi's technology services and sales operation in October 2002.

    Prior to October 2002, ViewCast's organizational structure was based on one
business segment engaged in the design, development and marketing of video
products, systems and services. Since the acquisition of DCi in October 2002,
ViewCast now operates in two distinct business segments: (1) video
communications products and services and (2) IT services and products.

    VIDEO COMMUNICATIONS PRODUCTS AND SERVICES

         This business segment is engaged in designing, developing and marketing
         video communications products and services. ViewCast's Interactive
         Video Network is a suite of products and offerings that addresses the
         processing, distribution, and use of high-quality video throughout the
         enterprise in a variety of forms and applications and includes the
         Osprey(R) line of video capture and video compression-decompression
         cards, Viewpoint VBX(TM) video distribution systems and Niagara(TM)
         line of encoding and streaming video servers. Corporations, media
         organizations, financial institutions, educational networks, healthcare
         facilities, and government agencies utilize our


                                       17
<PAGE>

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

          products and services, as do their customers, vendors and others with
          whom they may communicate. ViewCast markets its video products and
          services directly to end-users, through original equipment
          manufacturers, value-added resellers and computer system integrators,
          worldwide.

     IT SERVICES AND PRODUCTS

         This business segment includes the operations of Delta Computec Inc.
         which provides customized network support, Internet and Intranet
         consulting, networking, maintenance, disaster recovery services as well
         as computer and networking product sales to Fortune 500 and 1000
         companies. Customers include financial institutions, accounting firms,
         healthcare providers, pharmaceutical companies and educational
         institutions primarily in the northeastern United States.

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. We review the accounting policies we use in reporting
our financial results on a regular basis. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. On an on-going basis we evaluate our
estimates, including those related to accounts receivable, inventories,
investments, warranty obligations, income taxes, restructuring and contingencies
and litigation. Our estimates are based on historical experience and other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. In
addition to the items listed above which are affected by estimates, we believe
that the following are among critical accounting policies used in the
preparation of our consolidated financial statements:

o    Revenue Recognition - We recognized hardware product revenue using the
     guidance from SEC Staff Accounting Bulletin No. 101, Revenue Recognition in
     Financial Statements and Statement of Financial Accounting Standards No.
     48, Revenue Recognition When Right of Return Exists. We recognize software
     revenue in accordance with SOP 97-2, Software Revenue Recognition, as
     amended by SOP 98, Modification of SOP 97-2, Software Revenue Recognition,
     with Respect to Certain Transactions. Under these guidelines, we defer
     revenue recognition on transactions where persuasive evidence of an
     arrangement does not exist, title has not transferred, product payment is
     contingent upon performance of installation or service obligations, the
     price is not fixed or determinable or payment is not reasonably assured. In
     addition we defer revenue associated with maintenance and support contracts
     and recognize revenue ratably over their term.

o    Allowance for Doubtful Accounts - We maintain allowances for doubtful
     accounts for estimated losses resulting from the inability of our customers
     to make required payments. If the financial condition of our customers or
     distribution partners were to deteriorate, resulting in an impairment of
     their ability to make payments, additional allowances may be required.

o    Excess and Obsolete Inventories - We write down our inventories for
     estimated obsolescence and unmarketable inventory equal to the difference
     between the cost of the inventory and the estimated market value based upon
     assumptions about future demand and market conditions. If actual market
     conditions are less than those projected by management, additional
     write-downs may be required.

o    Deferred Taxes - We record a valuation allowance to reduce our deferred tax
     assets to an amount that we believe is more likely than not to be realized.
     In our opinion, realization of our net operating loss carryforward is not
     reasonably assured, and a valuation allowance has been provided


                                       18
<PAGE>

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

     against deferred tax assets in excess of deferred tax liabilities in the
     accompanying consolidated financial statements. However, should we in the
     future determine that realization of deferred tax assets in excess of
     recorded amounts is likely, an adjustment to the deferred tax assets would
     increase income in the period such determination was made.

RESULTS OF OPERATIONS

             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 VS. 2002

    NET SALES. Net sales for the quarter ended September 30, 2003 increased
156.9% to $5,381,014 from $2,094,407 reported for the same period in 2002. Net
sales for the nine months ended September 30, 2003 increased 161.6% to
$14,807,095 from $5,659,818 reported during the same period last year. The
overall increase was due principally to the acquisition of DCi operations in
October 2002 and inclusion of its sales during the third quarter of 2003 of
$2,893,706 and in the first nine months of 2003 of $8,236,406.

    VIDEO COMMUNICATIONS PRODUCT AND SERVICE SALES. During the third quarter
ended September 30, 2003, total video communications product and service sales
of $2,500,060 increased by 19.4% compared to third quarter revenues in 2002 of
$2,094,407. During the nine months ended September 30, 2003, total video
communications product and service sales of $6,602,325 increased 16.7% compared
the same period revenues in 2002 of $5,659,818. The improvement was mainly due
to increased sales in the Osprey(R) and Niagara product lines.

    IT SERVICE AND PRODUCT SALES. In October 2002, ViewCast acquired the assets
and operations of DCi, a provider of professional information technology and
customized network support services to Fortune 500 and Fortune 1000
corporations, mid-sized companies, hospitals, health care facilities and
financial institutions primarily in the northeastern United States. For the
quarter and nine months ending September 30, 2003, IT services and product sales
totaled $2,893,706 and $8,236,406, respectively, and represented 53.8% and 55.6%
of total ViewCast revenues, respectively. During the nine months ending
September 30, 2003, contract service fees for customized network support,
consulting, networking, maintenance, and disaster recovery services provided
84.3% of the IT service and product revenues while product sales provided the
remainder. There were no comparable IT service and product sales during the
quarter and the nine months ending September 30, 2002.

    As a reseller for ViewCast's video systems products, DCi should contribute
to improving revenues by creating interest within its customer base to utilize
ViewCast's video products and software, by bundling services with hardware and
software sales and by the addition of complementary product offerings.
Additionally, we believe that DCi will provide expanded sales channels, enhanced
customer support through real-time IT integration and access to key clients in
its vertical markets.

    OTHER REVENUES. Other video product and service revenues consisting of
software maintenance, training, engineering consulting fees and professional
services for the quarter and the nine months ended September 30, 2003 totaled
$46,463 and $146,890, respectively, or 1.0% of ViewCast's revenues for the nine
months ended September 30, 2003, a decrease from the $182,274 reported for the
same period in 2002.

     COST OF SALES/GROSS MARGINS. Cost of sales totaled $3,199,561 for the
quarter ended September 30, 2003, a 256.2% increase from 2002, reflecting the
increased cost of sales associated with DCi's IT service and product sales.
Gross profit margin for the quarter ended September 30, 2003 was 40.5% compared
to 57.1% in 2002. The video products segment's margin for the third quarter of
2003 was 55.3% compared to 57.1% in 2002, a decline in margin due to a
relatively large sale of lower margin third party software bundled with
ViewCast's products during the third quarter of 2003. Total cost of sales for IT
products and


                                       19
<PAGE>

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

services for the third quarter of 2003 totaled $2,096,032, resulting in a gross
margin of 27.6%. There were no IT service and product operations in the third
quarter of 2002.

     Cost of sales totaled $8,661,183 for the nine months ended September 30,
2003, a 237.0% increase from 2002 reflecting the increased cost of sales
associated with DCi's IT service and product sales. Gross profit margin for the
nine months ended September 30, 2003 was 41.5% compared to 54.6% in 2002. The
video products segment's margin for the first nine months of 2003 was 59.3%
compared to 54.6% in 2002. This improvement reflects improved manufacturing
costs and bundling of higher margin ViewCast software products. Total cost of
sales for IT products and services for the first nine months of 2003 totaled
$6,008,260 resulting in a gross margin of 27.1%. There were no IT service and
product operations in the first nine months of 2002.

     We expect future margins for IT services and products to average in the
20%-30% range compared to the video products segment's historical margins in the
50%-56% range. Margins will be affected quarter to quarter by promotional
activities, price adjustments, cost of materials, inventory obsolescence, the
introduction of new products and the sales mix between products, services, and
third party products in any one reporting period.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative ("SG&A") expenses for the three and nine months ended September
30, 2003 totaled $1,638,703 and $5,070,495, respectively, an increase from the
$1,125,731 and $3,705,331, respectively, reported last year for the same
periods. The increase reflects the addition of SG&A expense from DCi operations
of $626,848 and $1,784,907 during the three and nine months ended September 30,
2003, respectively, with no comparable expense in 2002. Excluding DCi, SG&A
expenses during the first nine months of 2003 associated with the video products
division decreased $419,743 or 11.3% due to ViewCast's efforts to trim operating
expenses and to reduce and restructure its workforce.

     RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense for the
three and nine months ended September 30, 2003 totaled $523,189 and $1,871,126,
respectively, a decrease of 26.0% and 20.8% over 2002 levels, reflecting a
decrease in personnel and related expenses during restructuring. There has been
no material research and development expenses associated with DCi operations
during the third quarter of 2003 or the nine months ended September 30, 2003.

     RESTRUCTURING. During the quarter and the nine months ending September 30,
2003 there were no restructuring charges compared to $7,070 and $119,343
reported respectively for the same periods during the prior year.

     OTHER (INCOME) EXPENSE. Total other (income) expense for the third quarter
of 2003 totaled $273,238 compared to $185,991 in 2002, and for the nine months
ended September 30, 2003 totaled $756,000 compared to $(482,509) in 2002. The
increase in Other (Income) Expense was principally due to the increase in
interest expense in 2003 associated with higher average debt balances including
the Keltic debt established during the DCi acquisition and by a $1,071,891
one-time gain from the sale of securities that occurred in May of 2002. There
was no comparable gain transaction during the same period in 2003. In future
periods, we expect our interest expense to decline as a result of amendments to
our Stockholder loan agreement which lowers the annual interest rate on
outstanding notes from 12% to the lesser of prime plus 3.0% or 9.5% beginning
October 15, 2003.

     NET LOSS. Net loss for the three and nine months ended September 30, 2003
was $389,252 and $1,997,608, respectively, this represents a 62.3% improvement
compared to the third quarter of 2002 loss of $1,031,836 and a 38.7% improvement
over the $3,256,903 loss reported for the first nine months of 2002. The first
nine months of 2002 included a $1,071,891 gain from the sale of securities with
no comparable transaction during the same period in 2003. Excluding the
$1,071,891 one-time gain reported in 2002, the net loss for the first nine
months of 2003 would be a 53.9% improvement over the same period in 2002. The
overall improvement is due to the addition of net operations from our IT
services and


                                       20
<PAGE>

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

products business segment and the increased revenues and reduced operating
expenses associated with our video products business segment.

LIQUIDITY AND CAPITAL RESOURCES

     ViewCast's primary sources of funds for conducting its business activities
are derived from sales of its products and from its debt facilities and equity
securities. ViewCast requires working capital primarily to fund operating
losses, increase inventories and accounts receivable during sales growth,
develop products, service debt, purchase capital assets and acquire the
operations of others.

     Net cash used in operating activities for the nine months ended September
30, 2003 totaled $361,649 due principally to the reported net loss of $1,997,608
offset by adjustments for non-cash operating expenses of $736,253 and net cash
positive changes in operating assets and liabilities of $899,706. Cash generated
from the change in operating assets and liabilities was due principally to
increases in stockholder accrued interest, accrued compensation and customer
receivable collections as well as increases in deferred IT service billings.
These changes were offset by increases in inventories, prepaid director and
officer insurance premiums, and decreases in trade payables.

     Cash utilized for investing activities during the nine months ended
September 30, 2003 totaled $631,310 and included purchases of computer
equipment, demo equipment, HVAC equipment for the DCi office facility and
service assets to support existing IT service contracts. In April 2003, the
Company paid $56,230 in cash and issued 19,377 shares of Series D Preferred
Stock to satisfy the requirements of the first contingent payment in conjunction
with the DCI acquisition and in September 2003, accrued the final DCi contingent
payment in the amount of $250,000 which was paid in cash in October 2003.

     During the nine months ended September 30, 2003, ViewCast's financing
activities generated cash of $1,304,671 principally due to short-term borrowings
of $1,948,000 under the terms of its stockholder line of credit facility offset
in part by repayments of $653,586 under the terms of its revolving asset-based
lending line of credit with Keltic.

     In October, 2003, ViewCast.com, Inc., Osprey Technologies, Inc. and
VideoWare, Inc. (jointly and severly, "the Borrower") amended the terms and
conditions of its line of credit note and security agreement with the Ardinger
Family Partnership, LTD. ("Lender"), an entity controlled by one of its
principal stockholders, Mr. H.T. Ardinger, who currently serves as Chairman of
the Board of Directors of the Company. As of the date of the amendment
agreements, the outstanding principal balance of the indebtedness under the
original loan agreement was $7,509,582 and accrued and unpaid interest thereon
totaled $1,243,665. Additionally, in October of 2003 ViewCast had outstanding
$500,000 in advances from Lender for the purchase of DCi in October 2002.
Effective October 15, 2003, terms and conditions of the note agreement were
amended to establish a long-term payout for a majority of the note and
significantly reduce the per annum interest rate from the original 12% fixed
rate as follows:

     1)   $1,100,000 ($600,000 principal amount from the original note and
          $500,000 of stockholder advances) was rolled into a revolving credit
          note with a maximum credit line of $2,000,000. The revolving credit
          note accrues interest at a per annum rate equal to the lesser of prime
          plus 3.0% or 9.5%. Interest is payable on demand or together with
          principal on December 31, 2004. The note provides for automatic
          one-year renewals through December 31, 2006 and for certain mandatory
          prepayments from third party loans and equity offerings by Borrower.

     2)   $6,909,582 principal amount from the original note was rolled into a
          term note with principal and interest payable as follows:

          a)   Thirty-three (33) consecutive monthly principal payments of
               $19,193, which is equal to a thirty (30) year amortization
               (monthly) of the total principal outstanding as of the date of



                                       21
<PAGE>


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

               the note, payable and due commencing on April 30, 2004 and
               continuing on the last day of each calendar month thereafter; and

          b)   One (1) final installment of all outstanding principal and all
               accrued and unpaid interest hereunder shall be due and payable on
               December 31, 2006.

          The term note accrues interest at a per annum rate equal to the lesser
          of prime plus 3.0% or 9.5% and requires certain semi-annual mandatory
          prepayments based on 25% of calculated excess cash flow.

     3)   Accrued interest on the original loan in the amount of $1,243,665 is
          payable in (33) equal consecutive monthly installments commencing on
          April 30, 2004 and continuing on the last business day of each
          calendar month thereafter with the final payment being made on
          December 31, 2006.

     The amended note agreement eliminates the borrowing base requirements based
on outstanding accounts receivable and inventory and is secured by all assets of
the Borrower.

     During the nine months ended September 30, 2003, net borrowings pursuant to
the stockholder note increased $1,948,000 resulting in a note principal balance
of $7,109,582 at September 30, 2003. Total accrued interest on stockholder notes
at September 30, 2003 totaled $1,208,473. The balance sheet at September 30,
2003 has been adjusted to reflect the long term nature of stockholder notes
payable and accrued interest then outstanding and assumes the aforementioned
debt amendments took effect September 30, 2003.

     On October 11, 2002, part of the DCi acquisition transaction included the
payoff of the Seller's asset based revolving credit facility with Keltic
Financial Partners, LP ("Keltic") by establishing for DCi a new asset based
revolving credit facility for a period of one year with Keltic. DCi will utilize
the $1.5 million Keltic credit facility for working capital support. The loan
interest rate is, at the option of Keltic, the greater of: (a) the prime rate
plus two hundred fifty (250) basis points per annum, or (b) seven and
one-quarter percent (7.25%). Draws on the revolving credit facility are based on
qualifying DCi accounts receivable. The loan balance is reduced as cash
collections are received directly by Keltic. During the nine months ended
September 30, 2003, cash collections in excess of draws reduced the Keltic loan
balance by $649,385 to $63,167 at September 30, 2003. DCi had asset based
availability of $270,000 under the Keltic revolving credit facility at September
30, 2003 and will continue to utilize the facility for working capital support
of DCi operations. In addition, ViewCast entered into a Guaranty of Payment and
a Performance and Subordination Agreement with Keltic relating to this facility
plus agreed to provide $350,000 of working capital to DCi within ninety days of
the closing date. The $350,000 working capital commitment was provided to DCi on
January 14, 2003 and was funded by additional borrowings under ViewCast's
stockholder line of credit.

     In October 2003, the Company amended DCi's asset based revolving credit
facility with Keltic to extend the maturity date of the note to October 11, 2004
and to modify the interest rate to the greater of, at the option of Keltic,: (a)
the prime rate plus two hundred fifty (250) basis points per annum, or (b) six
and one-half percent (6.50%). Amendments were also made to lower certain DCi
"EBITDA" requirements of the loan agreement. In October 2003, the Company paid
Keltic $7,500 for extension fees pertaining to the note renewal.

     At September 30, 2003, the Company had 3,799,680 public and public
equivalent warrants and 122,500 representative warrants outstanding exercisable
at $1.00. The warrants are redeemable by ViewCast under certain conditions.

     At September 30, 2003, ViewCast had a consolidated stockholders' deficit of
$6,886,909, and in accordance with Delaware law, was precluded from paying
dividends on its outstanding Series B and


                                       22
<PAGE>

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

Series C convertible preferred stock. As a result, no preferred stock dividends
have been declared or paid during 2003. The Series B and Series C preferred
stock issues carry cumulative dividends of 8% and 9% per year, respectively, and
are generally payable semi-annually in arrears in cash or common stock of
ViewCast, at ViewCast's option. Cumulative dividends in arrears on preferred
shares are approximately: Series B-$959,000, Series C-$267,000. Holders of
Series B and Series C preferred stock have no voting rights except as required
by law.

     At September 30, 2003, ViewCast had a working capital deficit of $1,273,254
and cash and cash equivalents of $610,231. During the nine months ended
September 30, 2003, ViewCast experienced an overall sale increase of 161.6%
compared to the first nine months of 2002 because of the DCi acquisition and
improving video product sales. While wary of current economic conditions,
ViewCast anticipates that revenues will continue to increase over 2002 levels
with the addition of DCi operations and assuming moderate growth across all
business segments. ViewCast plans to improve its working capital position by
increasing sales and lowering operating expenses, by further acquisitions and/or
divestitures of its business segments, by exercise of warrants, as necessary,
and by additional equity financing. As of September 30, 2003, ViewCast improved
its working capital position by $7.4 million through amendments to its
stockholder line of credit and classification of a major portion of the debt and
accrued interest as long-term. ViewCast also anticipates that losses may
continue during the balance of 2003, or until such time as total profit margins
from the sales of its products and services exceeds its total development,
selling, administrative and financing costs. ViewCast will continue to monitor
its workforce and operating expenses. During May 2001 through March of 2003,
ViewCast reorganized the operations of its video products business segment,
reduced its workforce by 51 individuals, and trimmed other related operating
expenses. As a direct result of these measures, ViewCast (excluding DCi) has
decreased selling, general and administrative expenses by $419,743, or 11.3%,
and development expenses by $490,557, or 20.8%, during the first nine months of
2003 compared to the same period in 2002. Additionally, consolidated net loss
for the nine months ended September 30, 2003 was reduced by 53.9%, compared to
2002 and excluding a one-time gain on the sale of securities of $1,071,891 that
occurred in May of 2002. ViewCast will remain proactive in managing its
operating expenses.

     ViewCast utilizes significant capital to design, develop and commercialize
its products and intends to fund its operating activities and sales growth
during the next twelve months by utilizing cash contributed from operations and
its available working capital lines of credit. ViewCast anticipates it will
require additional capital during the first half of 2004 for working capital to
support the expansion of sales channels and market distribution, to develop and
introduce new products and services, to enhance existing product offerings, to
address unanticipated competitive threats or technical problems, to transition
adverse economic conditions, to support newly acquired DCi operations and for
completion of other acquisition transactions. Although ViewCast has no firm
arrangements with respect to additional financing, it is currently considering
proposals relating to the issuance of equity securities in exchange for a cash
investment in ViewCast. There can be no assurance that additional financing will
be available to ViewCast on acceptable terms, or at all. Additional equity
financing may involve substantial dilution to our then existing stockholders. In
October 2002, to enhance financial performance and increase revenue, ViewCast
acquired the assets and operations of DCi. ViewCast intends to actively pursue
other such strategic merger and acquisition activities to the extent possible.
In the event we are unable to raise additional capital or execute other
alternatives, we may be required to sell segments of the business, or
substantially reduce or curtail our activities. Such actions could result in
charges that could be material to ViewCast's results of operations or financial
position.

     At September 30, 2003, ViewCast had no material commitments for capital
expenditures except those outlined for the remaining DCi purchase commitments.



                                       23
<PAGE>

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

OFF-BALANCE SHEET ARRANGEMENTS

      ViewCast does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on ViewCast's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.



                                       24
<PAGE>


                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                             CONTROLS AND PROCEDURES

ITEM 3.  CONTROLS AND PROCEDURES

     Management, including the Company's President and Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this report. Based upon
that evaluation, the President and Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures were effective, in
all material respects, to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

     There have been no changes in the Company's internal control over financial
reporting identified in connection with the evaluation that occurred during the
Company's last fiscal quarter that has materially affected, or that is
reasonably likely to materially affect, the Company's internal control over
financial reporting.



                                       25
<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

               The Company held its Annual Meeting of Shareholders on September
               17, 2003 and the following proposals were submitted to a vote by
               proxy of the shareholders of record on August 11, 2003:

               Proposal No. 1. To elect the Board of Directors (four directors)
               to serve until the next Annual Meeting of Shareholders. The
               following persons were nominated for election as directors of the
               Company with the following voting results:

<TABLE>
<CAPTION>

                                           Shares
                                           Voted                     Broker
                             Shares       Against/       Share        Non-                  Total Shares
Director Nominees          Voted For      Withheld    Abstentions     votes    Results      Represented
------------------         ----------     --------    -----------    -------   -------       ----------
<S>                       <C>             <C>        <C>            <C>       <C>          <C>
H.T. Ardinger, Jr.         19,781,622      69,589             --          --   Elected       19,851,211
Joseph Autem               19,812,847      38,364             --          --   Elected       19,851,211
David A. Dean              19,812,747      38,464             --          --   Elected       19,851,211
George C. Platt            19,773,947      77,264             --          --   Elected       19,851,211

</TABLE>

               Proposal No. 2. To ratify the appointment of Grant Thornton LLP
               as the Company's independent public accountants for the year
               ending December 31, 2003. Voting results were as follows:


<TABLE>
<CAPTION>

                                           Shares
                                           Voted                     Broker
                             Shares       Against/       Share        Non-                  Total Shares
Proposal                   Voted For      Withheld    Abstentions     votes    Results      Represented
------------------         ----------     --------    -----------    -------   -------       ----------
<S>                       <C>             <C>        <C>            <C>       <C>          <C>
Grant Thornton,
 LLP Ratification          19,768,129       7,417         75,665          --    Pass         19,851,211

</TABLE>

         Item 5.  Other Information
                           (None)

         Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits filed with this report:

                           (See Exhibit Index)

(b)      Reports on Form 8-K

                           On August 14, 2003, the Company filed a Form 8-K
                           inclusive of a press release announcing its operating
                           results for the quarter ended June 30, 2003.



                                       26
<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, 2003                            /s/ George C. Platt
                                                   ---------------------
                                                   George C. Platt
                                                   Chief Executive Officer
                                                   Principal Executive Officer

                                                   /s/ Laurie L. Latham
                                                   ---------------------
                                                   Laurie L. Latham
                                                   Chief Financial Officer
                                                   Principal Financial Officer



                                       27
<PAGE>




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

        Exhibit
        Number
        ------
<S>             <C>
         10.14    FORM OF AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED
                  OCTOBER 15, 2003 BETWEEN VIEWCAST.COM, INC. AND THE ARDINGER
                  FAMILY PARTNERSHIP, LTD.

         10.15    FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT DATED OCTOBER
                  15, 2003 BETWEEN VIEWCAST.COM, INC. AND THE ARDINGER FAMILY
                  PARTNERSHIP, LTD.

         10.16    FORM OF FIRST AMENDMENT TO THE REVOLVING LOAN AGREEMENT DATED
                  OCTOBER 11, 2003 BETWEEN DELTA COMPUTEC INC. AND KELTIC
                  FINANCIAL PARTNERS, LP

         31.1     CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
                  ACT OF 2002

         32.1     STATEMENTS FURNISHED PURSUANT TO SECTION 906 OF THE
                  SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350



</TABLE>


                                       28