##### Table of Contents



United States
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2011
 OR
 o
    
    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: 000-29020
 ViewCast.com, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of incorporation or organization)
    
    75-2528700(I.R.S. Employer Identification No.)3701 W. Plano Parkway, Suite 300, Plano, TX(Address of principal executive offices)
    
    75075(Zip Code)
 (972) 488-7200  (Registrants telephone number including area code)
 N/A  (Former name, former address and former fiscal year, if changed from last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
  As of May 9, 2011, there were 55,682,984 outstanding shares of common stock, par value $0.0001 per
share.




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets at December 31, 2010 and March 31, 2011
(Unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the Three Months
ended March 31, 2010 and 2011 (Unaudited)
    
    
    4Condensed Consolidated Statement of Stockholders Equity (Deficit) for the Three Months
ended March 31, 2011 (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months
ended March 31, 2010 and 2011 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Reserved
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21Rule 13a-14(a)/15d-14(a) CEO CertificationRule 13a-14(a)/15d-14(a) CFO CertificationSection 1350 CEO CertificationSection 1350 CFO Certification
   1




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
     2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    March 31,2010
    
    
    2011(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,648,476
    
    
    $
    566,251Accounts receivable, less allowance for doubtful accounts of
$76,436 and $21,218 at December 31, 2010 and March 31, 2011, respectively
    
    
    2,204,125
    
    
    
    1,851,376Inventories, net
    
    
    2,215,249
    
    
    
    2,711,820Prepaid expenses
    
    
    278,928
    
    
    
    323,797Total current assets
    
    
    6,346,778
    
    
    
    5,453,244Property and equipment, net
    
    
    331,466
    
    
    
    385,124Capitalized software development costs, net
    
    
    982,503
    
    
    
    960,621Goodwill
    
    
    620,002
    
    
    
    620,002Intangible assets, net
    
    
    163,247
    
    
    
    156,614Deposits
    
    
    32,637
    
    
    
    87,738Total assets
    
    $
    8,476,633
    
    
    $
    7,663,343LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Line of credit
    
    $
    1,041,478
    
    
    $
    424,776Accounts payable
    
    
    1,078,639
    
    
    
    1,331,011Accrued expenses
    
    
    702,721
    
    
    
    956,227Deferred revenue
    
    
    426,929
    
    
    
    466,208Current maturities of long-term debt and stockholder notes payable
    
    
    284,523
    
    
    
    113,701Total current liabilities
    
    
    3,534,290
    
    
    
    3,291,923Long-term debt, less current maturities
    
    
    26,464
    
    
    
    79,059Stockholder notes payable, less current maturities
    
    
    4,755,759
    
    
    
    4,884,293Total liabilities
    
    
    8,316,513
    
    
    
    8,255,275Commitments and contingenciesStockholders equity (deficit):Preferred stock,
$0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares - 800,000 - liquidation value
of $17 per share as of December 31, 2010 and March 31, 2011
    
    
    80
    
    
    
    80Series C convertible  issued and outstanding shares - 200,000 - liquidation value
of $33 per share as of December 31, 2010 and March 31, 2011
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares - 80,000 - liquidation value
of $105 per share as of December 31, 2010 and March 31, 2011
    
    
    8
    
    
    
    8Common stock,
$0.0001 par value, authorized 100,000,000 shares:Issued
shares  39,277,815 at December 31, 2010 and March 31, 2011
    
    
    3,927
    
    
    
    3,927Additional paid-in capital
    
    
    72,641,272
    
    
    
    72,680,005Accumulated deficit
    
    
    (72,473,281
    )
    
    
    (73,264,066
    )Treasury stock,
261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders equity (deficit)
    
    
    160,120
    
    
    
    (591,932
    )Total liabilities and stockholders equity (deficit)
    
    $
    8,476,633
    
    
    $
    7,663,343
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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 For the three months endedMarch 31,2010
    
    
    2011Net sales
    
    $
    3,678,343
    
    
    $
    3,709,319Cost of sales
    
    
    1,309,705
    
    
    
    1,548,871Gross profit
    
    
    2,368,638
    
    
    
    2,160,448Operating expenses:Selling, general and administrative
    
    
    1,444,778
    
    
    
    1,709,104Research and development
    
    
    977,584
    
    
    
    1,028,986Depreciation and amortization
    
    
    229,634
    
    
    
    172,000Total operating expenses
    
    
    2,651,996
    
    
    
    2,910,090Operating loss
    
    
    (283,358
    )
    
    
    (749,642
    )Other income (expense):Interest expense (including $21,501 and $18,241
of expense to related parties, respectively)
    
    
    (27,371
    )
    
    
    (43,963
    )Interest income
    
    
    96
    
    
    
    417Other
    
    
    
    
    
    
    2,403Total other expense, net
    
    
    (27,275
    )
    
    
    (41,143
    )Provision for income taxes
    
    
    
    
    
    
    NET LOSS
    
    $
    (310,633
    )
    
    $
    (790,785
    )Preferred stock dividends
    
    
    (205,000
    )
    
    
    (205,000
    )Net loss applicable to common stockholders
    
    $
    (515,633
    )
    
    $
    (995,785
    )Net loss per shareBasic and Diluted
    
    $
    (0.01
    )
    
    $
    (0.03
    )Weighted average number of common shares outstandingBasic and Diluted
    
    
    35,992,260
    
    
    
    39,016,318
   4




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
 FOR THE THREE MONTHS ENDED MARCH 31, 2011
 (UNAUDITED)
 Series B
    
    
    Series C
    
    
    Series EConvertible
    
    
    Convertible
    
    
    Convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    Equity (Deficit)Balances, December 31, 2010
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    39,277,815
    
    
    $
    3,927
    
    
    $
    72,641,272
    
    
    $
    (72,473,281
    )
    
    $
    (11,906
    )
    
    $
    160,120Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,733
    
    
    
    
    
    
    
    
    
    
    
    38,733Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (790,785
    )
    
    
    
    
    
    
    (790,785
    )Balances, March 31, 2011
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    39,277,815
    
    
    $
    3,927
    
    
    $
    72,680,005
    
    
    $
    (73,264,066
    )
    
    $
    (11,906
    )
    
    $
    (591,932
    )
   5




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 For the three months endedMarch 31,2010
    
    
    2011Operating activities:Net loss
    
    $
    (310,633
    )
    
    $
    (790,785
    )Adjustments
to reconcile net loss to net cash used in operating activities:Bad debt expense (recoveries)
    
    
    11,650
    
    
    
    (55,218
    )Depreciation of property and equipment
    
    
    115,981
    
    
    
    71,876Amortization of intangible assets
    
    
    113,653
    
    
    
    100,124Stock based compensation expense
    
    
    37,784
    
    
    
    38,733Gain on disposition of property and equipment
    
    
    
    
    
    
    (2,398
    )Stock issued for services
    
    
    25,000
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (655,591
    )
    
    
    407,967Inventories
    
    
    154,737
    
    
    
    (496,571
    )Prepaid expenses
    
    
    (177,064
    )
    
    
    (44,869
    )Deposits
    
    
    15,796
    
    
    
    (55,101
    )Accounts payable
    
    
    118,832
    
    
    
    252,372Accrued expenses
    
    
    115,055
    
    
    
    253,506Deferred revenue
    
    
    32,462
    
    
    
    39,279Net cash used in operating activities
    
    
    (402,338
    )
    
    
    (281,085
    )Investing activities:Capitalized software development and patent costs
    
    
    (20,645
    )
    
    
    (71,609
    )Purchase of property and equipment
    
    
    (29,983
    )
    
    
    (65,814
    )Proceeds from disposition of property and equipment
    
    
    
    
    
    
    2,398Net cash used in investing activities
    
    
    (50,628
    )
    
    
    (135,025
    )Financing activities:Net proceeds (repayments) from line of credit
    
    
    619,662
    
    
    
    (616,702
    )Repayments of long-term debt including $42,845 for three months
ended March 31, 2011 to related party
    
    
    (12,572
    )
    
    
    (49,413
    )Net cash provided by (used in) financing activities
    
    
    607,090
    
    
    
    (666,115
    )Net increase (decrease) in cash and cash equivalents
    
    
    154,124
    
    
    
    (1,082,225
    )Cash and cash equivalents, beginning of period
    
    
    368,151
    
    
    
    1,648,476Cash and cash equivalents, end of period
    
    $
    522,275
    
    
    $
    566,251Supplemental cash flow information:Cash paid for interest
    
    $
    23,972
    
    
    $
    43,962Non-cash items:Acquisition of property and equipment under capital leases
    
    $
    4,951
    
    
    $
    59,720
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ViewCast.com, Inc. and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements
 1. Basis of Presentation and Liquidity
 ® ® ®
    2. Accounts Receivable
   7




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
  For the three months endedMarch 31,2010
    
    
    2011(Unaudited)
    
    
    (Unaudited)Beginning balance
    
    $
    69,767
    
    
    $
    76,436Bad debt expense (recoveries)
    
    
    11,650
    
    
    
    (55,218
    )Ending balance
    
    $
    81,417
    
    
    $
    21,218
 3. Inventories
  December 31,
    
    
    March 31,2010
    
    
    2011(Unaudited)Purchased materials
    
    $
    1,073,360
    
    
    $
    1,368,119Finished goods
    
    
    1,433,645
    
    
    
    1,635,073Reserve
    
    
    (291,756
    )
    
    
    (291,372
    )$
    2,215,249
    
    
    $
    2,711,820
 4. Intangible Assets
  December 31, 2010
    
    
    March 31, 2011 (Unaudited)Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    amortization
    
    
    amount
    
    
    amortizationCustomer lists
    
    $
    60,000
    
    
    $
    21,581
    
    
    $
    60,000
    
    
    
    24,581Non-compete agreements
    
    
    24,000
    
    
    
    14,387
    
    
    
    24,000
    
    
    
    16,387Patents
    
    
    145,200
    
    
    
    29,985
    
    
    
    145,703
    
    
    
    32,121$
    229,200
    
    
    $
    65,953
    
    
    $
    229,703
    
    
    
    73,089
  Nine months ending December 31, 2011
    
    $
    21,428Year ending December 31, 2012
    
    
    22,184Year ending December 31, 2013
    
    
    20,571Year ending December 31, 2014
    
    
    10,990Year ending December 31, 2015
    
    
    8,571Thereafter
    
    
    72,870$
    156,614
  8




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
 5. Accrued Expenses
  December 31,
    
    
    March 31,2010
    
    
    2011(Unaudited)Accrued compensation
    
    $
    207,189
    
    
    $
    304,876Accrued warranty
    
    
    155,918
    
    
    
    229,633Accrued inventory purchases
    
    
    75,983
    
    
    
    165,403Customer deposits
    
    
    57,164
    
    
    
    47,860Deferred rent
    
    
    15,386
    
    
    
    7,585Accrued taxes and other
    
    
    191,081
    
    
    
    200,870$
    702,721
    
    
    $
    956,227
 6. Warranty Reserves
   For the three months endedMarch 31,2010
    
    
    2011(Unaudited)
    
    
    (Unaudited)Beginning balance
    
    $
    155,850
    
    
    $
    155,918Additions
    
    
    25,542
    
    
    
    87,085Usage
    
    
    (800
    )
    
    
    (13,370
    )Ending balance
    
    $
    180,592
    
    
    $
    229,633
  9




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
 7. Property and Equipment
  EstimatedUseful Life
    
    December 31,
    
    
    March 31,(Years)
    
    2010
    
    
    2011(Unaudited)Service equipment
    
    3
    
    $
    242,362
    
    
    $
    Computer equipment
    
    2 to 7
    
    
    579,059
    
    
    
    654,511Software
    
    3 to 5
    
    
    207,908
    
    
    
    220,769Leasehold improvements
    
    1 to 5
    
    
    174,429
    
    
    
    174,429Office furniture and equipment
    
    5 to 7
    
    
    1,319,238
    
    
    
    1,355,3032,522,996
    
    
    
    2,405,012Less
accumulated depreciation and amortization
    
    
    
    
    (2,191,530
    )
    
    
    (2,019,888
    )$
    331,466
    
    
    $
    385,124
 8. Line of Credit
  9. Long-Term Debt
   10




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
   December 31, 2010
    
    
    March 31, 2011(Unaudited)Outstanding Primary Principal Amount
    
    $
    1,121,466
    
    
    $
    1,078,621Outstanding Secondary Principal Amount
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    53,919
    
    
    
    107,071Total long-term debt
    
    
    5,066,746
    
    
    
    5,077,053Less current maturities
    
    
    (284,523
    )
    
    
    (113,701
    )Total long-term debt less current maturities
    
    $
    4,782,223
    
    
    $
    4,963,352
 10. Earnings Per Share Data
   Three Months Ended March 31,2010
    
    
    2011(Unaudited)
    
    
    (Unaudited)Net loss applicable to common stockholders- numerator for basic and diluted earnings per share
    
    $
    (515,633
    )
    
    $
    (995,785
    )Weighted  average common shares and dilutive potential common
shares outstanding  denominator for dilluted earning per share
    
    
    35,992,260
    
    
    
    39,016,318Net loss per share:Basic
    
    $
    (0.01
    )
    
    $
    (0.03
    )Diluted
    
    $
    (0.01
    )
    
    $
    (0.03
    )Anti-dilutive securities excluded from diluted earnings per share:Stock options
    
    
    4,087,799
    
    
    
    4,493,085Convertible preferred stock  Series B
    
    
    2,206,896
    
    
    
    2,206,896Convertible preferred stock  Series C
    
    
    3,333,333
    
    
    
    3,333,333Convertible preferred stock  Series E
    
    
    13,333,333
    
    
    
    13,333,333
  11




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
 11. Stock-Based Compensation
      Stock OptionsWeighted-AverageNumber
    
    
    Price Per
    
    Exercise Priceof Shares
    
    
    Share
    
    Per ShareOutstanding at December 31, 2010
    
    
    4,787,085
    
    
    $0.17 -  $1.09
    
    $
    0.41Canceled/forfeited
    
    
    (588,000
    )
    
    0.17 - 1.09
    
    
    0.95Outstanding at March 31, 2011
    
    
    4,199,085
    
    
    $0.17 -  $0.76
    
    $
    0.33
  Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    March 31,
    
    
    Contractual
    
    
    Exercise
    
    
    March 31,
    
    
    ExercisePrices
    
    2011
    
    
    Life
    
    
    Price
    
    
    2011
    
    
    Price$0.01 - 1.00
    
    
    4,199,085
    
    
    
    4.5
    
    
    $
    0.33
    
    
    
    2,766,516
    
    
    $
    0.39
 12. Income Taxes
   12




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
 13. Preferred Stock
        13




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ViewCast.com, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements  Continued
 14. Fair Value of Financial Instruments
  15. Related Party Transactions and Subsequent Event
        14




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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
  Overview
 ® ® ®
 Critical Accounting Policies
  
    
    Revenue Recognition We apply provisions of Securities and Exchange Commission Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements as revised
by SAB 104, Revenue Recognition, FASB ASC 605, Revenue Recognition and FASB ASC 985,
Software. Under these guidelines, we recognize revenue on transactions where persuasive
evidence of an arrangement exists, title has transferred, product payment is not contingent
upon performance of installation or service obligations, the price is fixed or determinable
and payment is reasonably assured. We accrue warranty costs and sales allowances for
promotional activities at time of shipment based on historical experience. In addition, we
defer revenue associated with maintenance and support contracts and recognize revenue
ratably over the contract term.
 
    
    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.
 
    
    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.
  15




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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operations  Continued
 
    
    Goodwill Arising from the Acquisitions of Business We record goodwill arising from
the acquisition of a business as the excess of the purchase price over the estimated fair
value of the net assets of the business acquired. In accordance with FASB ASC 350,
Intangibles  Goodwill and Other, we are required to test goodwill for impairment
annually or more frequently if circumstances indicate potential impairment. Consistent
with this standard, we will review goodwill, as well as other intangible assets and
long-term assets, for impairment annually or more frequently as warranted, and if
circumstances indicate that the recorded value of any such other asset is impaired, such
asset is written down to its new, lower fair value. If any item of goodwill or such other
asset is determined to be impaired, an impairment loss would be recognized equal to the
amount by which the recorded value exceeds the estimated fair market value.
 Results of Operations
 Three Months Ended March 31, 2011 compared to
Three Months Ended March 31, 2010.
 Net Sales . ® ®
 Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding System Sales.
 Other Revenues .
 Cost of Sales/Gross Profit .
  Selling, General and Administrative Expenses .
  16




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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operations  Continued
 Research and Development Expense.
 Depreciation and Amortization Expense.
 Other Income (Expense)
 Net Loss
 Liquidity and Capital Resources
       17




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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operations  Continued
     Off-Balance Sheet Arrangements
  
 Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
   18




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##### Table of Contents



ViewCast.com, Inc. and Subsidiaries
Controls and Procedures
 
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   19




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##### Table of Contents



PART II: OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
 (a)
    
    (None)(b)
    
    (None)
 
 Item 6.
    
    Exhibits
   20




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##### Table of Contents



SIGNATURES
  ViewCast.com, Inc.
(Registrant)BY:Date: May 16, 2011
    /s/ David T. StonerDavid T. StonerChief Executive Officer

Principal Executive OfficerDate: May 16, 2011
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer

Principal Financial and
Accounting Officer  21




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber10.53
    
    
    Fourth Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc.(1)10.54
    
    
    Preferred Stock Exchange Agreement, dated May 4, 2011, by and between the Company
and H.T. Ardinger Jr., Ardinger Family Partnership, Ltd., Adkins Family Partnership, Ltd.
and RDB Limited. (2)31.1
    
    
    Rule 13a-14(a)/15d-14(a) CEO Certification31.2
    
    
    Rule 13a-14(a)/15d-14(a) CFO Certification32.1
    
    
    Section 1350 CEO Certification32.2
    
    
    Section 1350 CFO Certification
 
 (1)
    
    Incorporated by reference to Form 8-K filed April 4, 2011.(2)
    
    Incorporated by reference to Form 8-K filed May 6, 2011.  22