<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
         (Mark One)
         [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 2001
                                                --------------

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

                         Commission File Number: 0-29020

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

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


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

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




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

As of May 7, 2001, 16,985,925 shares of the Registrant's common stock were
outstanding.





<PAGE>   2




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


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

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

  Item 2.  Management's Discussion and Analysis of Financial Condition
    and Results of Operations..............................................................................10

PART II.  OTHER INFORMATION ...............................................................................14

SIGNATURES ................................................................................................15
</TABLE>







                                        2
<PAGE>   3

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,           MARCH 31,
                                                                                       2000                 2001
                                                                               ------------------     ------------------
                               ASSETS                                                                    (UNAUDITED)
<S>                                                                            <C>                    <C>
Current assets:
  Cash and cash equivalents                                                         $  3,898,176           $  1,583,504
  Available-for-sale securities                                                        1,085,271              1,637,209
  Accounts receivable, less allowance for  doubtful accounts
     of $177,000 and $194,000 at December 31, 2000 and
     March 31, 2000 (unaudited), respectively                                          1,241,784              1,175,154
  Inventory                                                                            2,942,621              3,657,410
  Prepaid expenses                                                                       242,457                259,578
                                                                               ------------------     ------------------
      Total current assets                                                             9,410,309              8,312,855

Property and equipment, net                                                            1,504,753              1,505,176
Software development costs, net                                                          494,447                486,375
Deferred charges                                                                         231,768                214,385
Deposits                                                                                  72,302                 70,902
                                                                               ------------------     ------------------

      Total assets                                                                  $ 11,713,579           $ 10,589,693
                                                                               ==================     ==================

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                  $  1,432,016           $  1,623,355
  Accrued compensation                                                                   462,573                444,619
  Deferred revenue                                                                       351,659                241,951
  Other accrued liabilities                                                              824,195                697,073
  Shareholder line of credit                                                           2,408,827              3,408,827
  Short-term debt, other                                                                   2,000                  2,000
                                                                               ------------------     ------------------
      Total current liabilities                                                        5,481,270              6,417,825

Long-term debt                                                                           950,000                950,000

Commitments

Stockholders' equity:
  Convertible preferred stock, $.0001 par value:
    Authorized shares - 5,000,000
      Series B - issued and outstanding shares -  945,000 at
          December 31, 2000 and March 31, 2001 (unaudited), respectively                      95                     95
  Common stock, $.0001 par value:
    Authorized shares - 40,000,000
    Issued and outstanding shares -  17,140,468 and 17,247,422
      at December 31, 2000 and March 31, 2001 (unaudited), respectively                    1,714                  1,725
  Additional paid-in capital                                                          52,770,321             52,842,171
  Unrealized loss on securities reported at fair value and accumulated
      other comprehensive income                                                        (950,229)              (412,101)
  Accumulated deficit                                                                (46,527,686)           (49,198,116)
  Treasury stock,  261,497 shares at December 31, 2000 and
      March 31, 2001 (unaudited)                                                         (11,906)               (11,906)
                                                                               ------------------     ------------------
      Total stockholders' equity                                                       5,282,309              3,221,868
                                                                               ------------------     ------------------

      Total liabilities and stockholders' equity                                    $ 11,713,579           $ 10,589,693
                                                                               ==================     ==================
</TABLE>



                             See accompanying notes.
                                        3



<PAGE>   4

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

<TABLE>
<CAPTION>
                                                                                 FOR THE THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                           ---------------------------------------
                                                                                 2000                  2001
                                                                           -----------------     -----------------


<S>                                                                        <C>                   <C>
NET SALES                                                                  $      1,936,658      $      2,349,764

Cost of goods sold                                                                  866,711             1,031,029
                                                                           -----------------     -----------------

GROSS PROFIT                                                                      1,069,947             1,318,735

Operating expenses:
  Selling, general and administrative                                             2,092,399             2,325,758
  Research and development                                                          892,069             1,169,990
  Depreciation and amortization                                                     148,123               228,199
                                                                           -----------------     -----------------
      Total operating expenses                                                    3,132,591             3,723,947
                                                                           -----------------     -----------------

OPERATING LOSS                                                                   (2,062,644)           (2,405,212)

Other income (expense):
  Dividend and interest income                                                       62,295                26,804
  Interest expense                                                                  (70,235)             (105,611)
                                                                           -----------------     -----------------
      Total other income (expense)                                                   (7,940)              (78,807)
                                                                           -----------------     -----------------

NET LOSS                                                                   $     (2,070,584)     $     (2,484,019)
                                                                           =================     =================

NET LOSS PER SHARE: BASIC AND DILUTED                                      $          (0.15)     $          (0.16)
                                                                           =================     =================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING                                                                   14,843,209            16,878,971
                                                                           =================     =================
</TABLE>




                             See accompanying notes.
                                        4



<PAGE>   5

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - (CONTINUED)
              FOR THE THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED)

<TABLE>
<CAPTION>
                                                     CONVERTIBLE                                           ADDITIONAL
                                                   PREFERRED STOCK               COMMON STOCK               PAID-IN
                                                  SHARES     PAR VALUE        SHARES       PAR VALUE        CAPITAL
                                               ------------- -----------  --------------- ------------ ------------------

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

  Value of options issued for
      consulting services                              -           -                -            -              5,087

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

  Convertible preferred stock
     dividends - Series B                              -           -                -            -                  -

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


          Comprehensive loss

                                            ------------- -----------  --------------- ------------ ------------------
BALANCE,  MARCH 31, 2001                         945,000        $ 95       17,247,422      $ 1,725       $ 52,842,171
                                            ============= ===========  =============== ============ ==================
</TABLE>


<TABLE>
<CAPTION>
                                                       OTHER                                                     TOTAL
                                                   COMPREHENSIVE       ACCUMULATED          TREASURY         STOCKHOLDERS'
                                                   INCOME (LOSS)         DEFICIT              STOCK             EQUITY
                                              --------------------- ------------------- ------------------ ------------------

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

  Value of options issued for
      consulting services                                     -                   -                  -              5,087

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

  Convertible preferred stock
     dividends - Series B                                     -            (186,411)                 -           (186,411)

  Unrealized gain (loss) on securities
     reported at fair value                             551,938                   -                  -            551,938
  Foreign currency translation adjustment               (13,810)                  -                  -            (13,810)
  Net loss                                                    -          (2,484,019)                 -         (2,484,019)
                                                                                                        ------------------
          Comprehensive loss                                                                                   (1,945,891)

                                            -------------------- ------------------- ------------------ ------------------
BALANCE,  MARCH 31, 2001                             $ (412,101)      $ (49,198,116)         $ (11,906)       $ 3,221,868
                                            ==================== =================== ================== ==================
</TABLE>



                             See accompanying notes.
                                        5



<PAGE>   6
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                           ------------------------------------------
                                                                                 2000                    2001
                                                                           ------------------     -------------------
<S>                                                                             <C>                     <C>
OPERATING ACTIVITIES:
  Net loss                                                                      $ (2,070,584)           $ (2,484,019)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation of fixed assets                                                   120,543                 181,475
      Amortization of software development costs                                      27,580                  46,725
      Non-cash charges to interest expense                                                 -                  17,383
      Non-cash consulting fees exchanged for options                                  11,140                   5,087
      Changes in operating assets and liabilities:
        Accounts receivable                                                          276,623                  66,630
        Inventory                                                                   (176,135)               (714,789)
        Prepaid expenses                                                            (152,810)                (17,121)
        Deferred charges                                                             (94,259)                      -
        Deposits                                                                      (3,045)                  1,400
        Accounts payable                                                             251,113                 191,339
        Accrued compensation                                                          40,913                 (17,954)
        Deferred revenue                                                             (37,739)               (109,708)
        Other accrued liabilities                                                    157,084                (313,533)
                                                                           ------------------     -------------------
               Net cash used in operating activities                              (1,649,576)             (3,147,085)
                                                                           ------------------     -------------------

INVESTING ACTIVITIES:
  Purchase of property and equipment                                                (108,649)               (181,898)
  Software development costs                                                         (41,815)                (38,653)
                                                                           ------------------     -------------------
               Net cash used in investing activities                                (150,464)               (220,551)
                                                                           ------------------     -------------------

FINANCING ACTIVITIES:
  Net proceeds from the exercise of options and warrants                           2,784,285                       -
  Proceeds from shareholder line of credit                                                 -               1,000,000
  Net proceeds for the sale of common stock                                                -                  66,774
  Repayment of short-term debt-other                                                  (1,192)                      -
  Foreign currency translation adjustment                                             (5,491)                (13,810)
                                                                           ------------------     -------------------
               Net cash provided by financing activities                           2,777,602               1,052,964
                                                                           ------------------     -------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 977,562              (2,314,672)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                         $ 5,293,542             $ 1,583,504
                                                                           ==================     ===================
</TABLE>



                             See accompanying notes.
                                        6



<PAGE>   7


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

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


2.  INVENTORIES

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


<TABLE>
<CAPTION>
                                                        DECEMBER 31,      MARCH 31,
                                                           2000             2001
                                                     ----------------- ----------------
                                                                         (UNAUDITED)

<S>                                                  <C>              <C>
                 Purchased materials                      $   793,895       $  810,880
                 Finished goods                             2,148,726        2,846,530
                                                     ----------------- ----------------
                                                          $ 2,942,621       $3,657,410
                                                     ================= ================
</TABLE>


     Inventory at December 31, 2000 and March 31, 2001 is presented net of
reserves of $283,751 and $277,471, respectively. Reserves are provided for lower
of cost or market adjustments, obsolescence and for slow moving and damaged
inventory.


3.  SHORT-TERM DEBT

     In March 2001, the Company borrowed an additional $1.0 million pursuant to
the terms of its existing line of credit financing arrangement with an entity
controlled a principal shareholder and Chairman of the Board of the Company. In
February 2001, the Company amended the facility to increase the credit line
commitment from $9.0 million to $12.0 million, extend the maturity date of the
agreement to January 31, 2002, or March 15, 2003 in certain circumstances, and
expand the asset base for lending to include certain marketable securities owned
by the Company. The line of credit facility bears interest at 12% per annum and
is secured by all assets of the Company. The availability of funds under the
facility is subject to certain borrowing base limitations based principally on
qualifying accounts receivable, inventory and marketable securities owned by the
Company. Proceeds are being used primarily to fund inventory purchases related
to new product introductions. At March 31, 2001, the outstanding balance of the
note was $3.4 million.



                                        7
<PAGE>   8
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



4.  SHAREHOLDERS' EQUITY - COMMON STOCK

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


5.  NET LOSS PER SHARE

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

     Loss per share calculations for the three months ended March 31, 2000 and
2001 are as follows:


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         MARCH 31,
                                                            -----------------------------------
                                                                 2000               2001
                                                            ----------------   ----------------
<S>                                                            <C>                <C>
     Net loss                                                  $ (2,070,584)      $ (2,484,019)

     Preferred dividends and accretion of
       issue costs                                                 (187,967)          (250,239)
                                                            ----------------   ----------------

     Net loss applicable to common shareholders                $ (2,258,551)      $ (2,734,258)
                                                            ================   ================

     Weighted average number of common shares
        outstanding                                              14,843,209         16,878,971
                                                            ================   ================

     Loss per share as reported in the financial
       statements: basic and diluted                                $ (0.15)           $ (0.16)
                                                            ================   ================
</TABLE>


6.  COMPREHENSIVE INCOME

     The Company translates assets and liabilities of its foreign operations,
whose functional currency is the local currency, at quarter-end exchange rates.
Revenues and expenses are translated at the average rates of exchange prevailing
during the quarter. Adjustments resulting from translating the financial
statements of foreign operations are accumulated in other comprehensive income,
which is reflected as a separate component of stockholders' equity.
Additionally, the Company classifies equity securities it owns that are free of
trading restrictions or to become free of trading restrictions within one year
as "available for sale". Available for sale securities are carried at fair value
based on quoted market prices and unrealized gains and losses are accumulated in
other comprehensive income, which is a separate component of stockholders'
equity. If a market value adjustment results in a loss of value due to an
other-than-temporary impairment, a loss will be transferred from accumulated
other comprehensive income and charged to other income in the consolidated
statement of operations. Available for sale securities is comprised exclusively
of shares of TekInsight.com, Inc. ("TEKS") common stock acquired through a
strategic business alliance in September




                                        8
<PAGE>   9
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


of 1998. The quoted market price of TEKS shares at December 31, 2000, March 31,
2001 and April 30, 2001 was $0.88, $1.32, and $2.45, respectively.

     Components of comprehensive income (loss) for the quarters ended March 31,
2000 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                 -----------------------------------
                                                      FOR THE QUARTER ENDED
                                                             MARCH 31,
                                                 -----------------------------------
                                                      2000                2001
                                                 ---------------     ---------------
<S>                                              <C>                    <C>
       Unrealized gain or (loss) on available
         for sale securities                        $ 1,511,937         $   551,938

       Foreign currency translation
         Adjustment                                     (5,491)            (13,810)

                                                 ---------------     ---------------
            Comprehensive income (loss)             $ 1,506,446         $   538,128
                                                 ===============     ===============
</TABLE>


7.  NEW ACCOUNTING STANDARDS.

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 was adopted by the Company in
January 1, 2001. SFAS 133, as amended, requires that all derivative instruments
be recorded on the balance sheet at fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and the type of hedge transaction. The ineffective portion of all
hedges will be recognized in earnings. During the quarter ended March 31, 2001,
the Company had no hedging transactions and the adoption of this standard is not
expected to have a significant impact on the Company's financial position,
results of operations or cash flows in the near future.


8.  SUBSEQUENT EVENTS.

     In April 2001, the Company's Board of Directors approved a plan of
restructuring that included an approximate 15% reduction in the Company's
workforce to decrease operating expenses associated with its systems product
division. Charges during the second quarter will include costs for employee
severance and expenses associated with the closure of two sales offices.
Personnel reductions were made in the Company's sales, marketing, development
and manufacturing departments.















                                        9
<PAGE>   10


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


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


GENERAL

         The accompanying consolidated financial statements include the accounts
of ViewCast.com, Inc. (VCST), and its wholly-owned subsidiaries, ViewCast Online
Solutions, Inc. (ViewCast Online, formerly Viewpoint Systems, Inc.), VideoWare,
Inc. (VideoWare) and Osprey Technologies, Inc. (Osprey) (collectively, the
Company). The Company operates in one business segment and is engaged in
designing, developing and marketing advanced, standards-based video products and
services that enable video communication over the Internet and corporate
networks. The Company's Viewpoint VBX(TM) video distribution system, Osprey(R)
line of video capture cards and video compression-decompression cards ("codecs")
and Niagara(R) line of Internet encoding and streaming video servers deliver
business applications for video conferencing, video broadcasting, video-based
training, distance learning, telemedicine, surveillance and Internet and
intranet video communications. The Company's ViewCast Online business provides
rich media products and application services for business to business encoding
and streaming of video content over the Internet and corporate intranets. The
Company markets its products and services directly to end-users, through
original equipment manufacturers, value-added resellers and computer system
integrators, worldwide.

     This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements containing the words "will" and
"expects" and similar words, which involve risks and uncertainties. The
Company's actual results may differ significantly from the results discussed in
the forward-looking statements. Factors that might cause such a difference
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
effect of the Company's accounting policies and other risks detailed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000, as
amended, the Registration Statements on Forms S-3 filed on April 26, 2000 and
June 30, 2000 and other filings with the Securities and Exchange Commission.


RESULTS OF OPERATIONS

Quarter Ended March 31, 2001 compared to Quarter Ended March 31, 2000.

     Net Loss. Net loss for the quarter ended March 31, 2001 increased $413,435,
or 20.0%, to $2,484,019 from $2,070,584 in the first quarter of 2000. The
increase in net loss for the quarter reflects increases in operating expenses,
partially offset by increases in net sales and gross margin.

     Net Sales. Net sales for the quarter ended March 31, 2001 increased 21.3%
to $2,349,764 from $1,936,658 reported during the same period last year. The
increase is attributed principally to growth in sales of the Company's Osprey(R)
subsystem board products.

     *    First Quarter 2001 vs. First Quarter 2000 - Osprey(R) Subsystem
          Products. During the first quarter of 2001, sales of Osprey codecs and
          video capture cards increased 34.5% over 2000 levels and represented
          82.2% of quarterly revenues compared to 74.2% of revenues in the first
          quarter of 2000. The increase is attributed primarily to new product
          introductions of the Osprey(R)- 210, Osprey(R)-220, Osprey(R)-500 and
          Osprey(R)-2000 which had no comparable sales during the first quarter
          of 2000. In late March 2001, the Company introduced its Osprey(R)-2000
          line of subsystem products that capture and encode rich media in
          high-quality MPEG-1 and MPEG-2 formats and are

                                       10
<PAGE>   11
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


          compatible with the latest versions of Real Video and Windows Media
          streaming formats. The Osprey(R)-2000 line gives professional
          broadcasters the ability to encode and archive video content in a high
          quality MPEG standards and then later repurpose it for lower bandwidth
          applications, such as streaming video from websites. Sales for
          Osprey(R)-2000 products during the first quarter of 2001 represented
          11.6% of total subsystem revenues. During the first quarter of 2001,
          the Company experienced sales growth through its distributions
          channels both domestically and in Western Europe and expects sales of
          its subsystem products to continue to increase over 2000 levels as the
          streaming media marketplace matures and the economy improves.

     *    First Quarter 2001 vs. First Quarter 2000 - Niagara(R)
          Streaming/Encoding Systems and Viewpoint VBX(TM) Video Distribution
          Systems. During the quarter ended March 31, 2001, combined systems
          sales totaled $347,414 and represented 14.8% of quarterly revenues
          compared to $360,056 and 18.6% of total revenues during the first
          quarter of 2000. System revenues have been impacted by the economic
          slowdown and the general softening and postponement of information
          technology spending, especially in the financial services sector. To
          address the decline in system revenues, in March 2001, the Company
          introduced its new ViewCast Niagara(R) Streaming and Encoding Systems
          which are fully integrated rack mount, portable and desktop platforms
          that allow corporations, broadcasters, productions houses, Internet
          ASPs and content producers to stream live video content or create
          archived video-on-demand content for viewing over the Internet or
          Corporate intranets. Niagara's exclusive StreamControl(TM) software
          allows remote encoder control and monitoring across any network using
          industry standard protocols. The Niagara(R) family of products
          incorporates the performance of the Osprey(R)-220, Osprey(R)-500 or
          Osprey(R)-2000 into its capabilities. Sales of the Company's VBX(TM)
          Systems increased slightly over 2000 levels, but were not in line with
          expectations. In April 2001, the Company announced a workforce
          reduction of approximately 15% to trim operating expenses associated
          with the product line and to focus its sales and marketing efforts on
          education/distance learning, broadband to narrowband gateway, and
          telejustice applications.

     *    First Quarter 2001 vs. First Quarter 2000 - Other Revenues. Other
          revenues consisting of software maintenance, training, engineering
          consulting fees and professional services amounted to $69,750 for the
          quarter ended March 31, 2001 and represented 3.0% of quarterly
          revenues compared to 7.2% of total revenues during the first quarter
          of 2000. Other revenues during the first quarter of 2000 included
          $85,000 of engineering consulting fees with no comparable sales the
          first quarter of 2001.


       Cost of Goods Sold. Cost of goods sold increased $164,318 to $1,031,029
during the quarter ended March 31, 2001 compared to the same period in 2000,
primarily due to the increase in net sales described above. Gross profit margin
for the quarter ended March 31, 2001 was 56.1%, representing an increase from
the 55.2% margin reflected in the same period in 2000. The improved gross margin
in the first quarter of 2001 is attributed to new subsystem products with
improved profit margins. The Company anticipates that, over the first half of
2001, its margins will remain in the 51% - 56% range.

     Selling, General and Administrative Expense. Selling, general and
administrative expenses increased from $2,092,397 in the first quarter of 2000
to $2,325,758 in the first quarter of 2001 primarily due to growth in labor and
related activities associated with the Company's sales, marketing and customer
support departments. Subsequent to the first quarter of 2001, the Company's
Board of Directors approved a plan of restructuring that included an approximate
15% reduction of the Company's workforce in April 2001 to decrease operating
expenses associated with its systems product division. Charges during the second
quarter will likely include restructuring charges for employee severance and
expenses associated with the closure of two sales offices. Personnel reductions
were made in the Company's sales, marketing, development and manufacturing
departments.



                                       11
<PAGE>   12
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


     Research and Development Expense. Research and development expense during
the current quarter increased approximately 31.2% compared to the first quarter
of 2000 reflecting an increase in hardware and software engineers and expenses
associated with the development, testing and certification of the Company's
Osprey(R)-2000 line of video capture cards, the Niagara(R) line of streaming
encoders and streaming servers, and the continued development of ViewCast Online
business applications and systems.

     Other Income (Expense). For the quarter ended March 31, 2001, other income
(expense) increased by $70,867 to $78,807, primarily due to the addition of
interest expense and amortization of debt issue costs associated with the
Company's 7% Senior Convertible Debentures and the reduction of interest income
earned on the Company's cash and cash equivalents during the first quarter of
2001.


LIQUIDITY AND CAPITAL RESOURCES

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

     Net cash used in operating activities for the three months ended March 31,
2001 totaled $3,147,085 due primarily to the net loss of $2,484,019, offset in
part by non-cash operating expenses of $250,670, and to changes in operating
assets and liabilities of $913,736, principally due to increases in inventory
of newly released products.

     Investing activities utilized cash of $220,551 during the three months
ended March 31, 2001 for capital expenditures for computer equipment, test
equipment and purchased software to aid the development and testing of the
Company's products; for demonstration equipment to showcase its products; and
for capitalization of software development costs associated with the ViewCast
Online's streaming media software applications.

     During the first quarter of 2000, financing activities generated cash in
the amount of $1,052,964 principally from proceeds from short-term borrowings
and sale of common stock under the terms of the Company's Employee Stock
Purchase Plan ("ESPP"). During March 2001, the Company borrowed an additional
$1.0 million under the terms of its working capital credit facility primarily to
fund inventory purchases of its Osprey(R)-500 and Osprey(R)-2000 subsystem
products. Also, during the offering period ended March 31, 2001, the Company
received $66,744 from the issuance 106,954 shares of common stock pursuant to
the Company's ESPP.

     The Company classifies its equity securities that are free of trading
restrictions, or to become free of trading restrictions within one year, as
"available for sale". Available for sale securities are carried at fair value
based on quoted market prices and unrealized gains and losses are accumulated in
other comprehensive income, which is a separate component of stockholders'
equity. If a market value adjustment results in a loss of value due to an
other-than-temporary impairment, a loss will be transferred from accumulated
other comprehensive income and charged to other income in the consolidated
statement of operations. Available for sale securities is comprised exclusively
of shares of TekInsight.com, Inc. ("TEKS") common stock acquired through a
strategic business alliance in September 1998. As of September 2000, all TEKS
shares were free of trading restrictions. The quoted market price of TEKS shares
at December 31, 2000, March 31, 2001 and April 30, 2001 was $0.88, $1.32, and
$2.45, respectively.




                                       12
<PAGE>   13
                       VIEWCAST.COM, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


    At March 31, 2001, the Company had working capital of $1,895,030 compared to
$3,929,039 at December 31, 2000 and cash and cash equivalents of $1,583,504 at
March 31, 2001 compared to $3,898,176 at December 31, 2000. The Company
experienced a sales increase of 21.3% during the first quarter of 2001 compared
to the first quarter of 2000 and, while wary of current economic conditions,
anticipates that revenues will continue to grow during the remainder of 2001
with the introduction of new products and services. The Company also anticipates
that losses will continue during 2001 until such time as total profit margins
from the sales of its products exceed its total development, selling,
administrative and financing costs. In April 2001, the Company's Board of
Directors approved a plan of restructuring that included an approximate 15%
reduction in the Company's workforce to decrease operating expenses associated
with its systems product division and expects significantly improved financial
results beginning in the third quarter of 2001.

     In October of 1998, the Company entered into a working capital line of
credit financing arrangement with an entity controlled by one of its principal
stockholders, who is currently Chairman of the Board. In February 2001, the
Company amended the facility to increase the credit line commitment from $9.0
million to $12.0 million, extend the maturity date of the agreement to January
31, 2002, or March 15, 2003 in certain circumstances, and expand the asset base
for lending to include TEKS shares owned by the Company. The availability of
funds under this facility is subject to certain borrowing base limitations based
principally on outstanding accounts receivable and inventory. At March 31, 2001,
the Company had utilized $3.41 million of the facility and plans to further
utilize the facility to fund future growth.

     The Company utilizes significant capital to design, develop and
commercialize its products. During the remainder of 2001, the Company intends to
fund sales growth and related operation activities by utilizing its working
capital line of credit and cash contributed from operations. The Company may
need additional capital to develop and introduce new products and services, to
enhance existing product offerings, and to address unanticipated competitive
threats, technical problems, economic conditions or for other requirements. We
anticipate that if additional capital is required such financing may include the
issuance of convertible debt, convertible preferred stock or other equity
securities in exchange for a cash investment in the Company. There can be no
assurance that any such additional financing will be available to us on
acceptable terms, or at all. Additional equity financing may involve substantial
dilution to our then existing stockholders. In the event we are unable to raise
additional capital, we may be required to substantially reduce or curtail our
activities.

     At March 31, 2001, we had no material commitments for capital expenditures.




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



                                       13
<PAGE>   14



                       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
              (Not Applicable)

     Item 5.  Other Information
              (None)

     Item 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits filed with this report:
                      (None)

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
























                                       14
<PAGE>   15


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







                                       15