##### 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, 2010
 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
    
    75-2528700(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)3701 W. Plano Parkway, Suite 300, Plano, TX
    
    75075(Address of principal executive offices)
    
    (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 April 30, 2010, there were 36,047,551 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, 2009 and March 31, 2010 (Unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the Three Months
ended March 31, 2009 and 2010 (Unaudited)
    
    
    4Condensed Consolidated Statement of Stockholders Deficit for the Three Months
ended March 31, 2010 (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months
ended March 31, 2009 and 2010 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operation
    
    
    16Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    21Item 4T. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4.
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    24Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) CEO CertificationExhibit 31.2 - Rule 13a-14(a)/15d-14(a) CEO CertificationExhibit 32.1 - Section 1350 CEO CertificationExhibit 32.2 - Section 1350 CEO 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 31,2009
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    368,151
    
    
    $
    522,275Accounts receivable, less allowance for doubtful accounts of
$69,767 and $81,417 at December 31, 2009 and March 31, 2010, respectively
    
    
    1,208,929
    
    
    
    1,852,870Inventories, net
    
    
    2,283,348
    
    
    
    2,128,611Prepaid expenses
    
    
    208,804
    
    
    
    385,868Total current assets
    
    
    4,069,232
    
    
    
    4,889,624Property and equipment, net
    
    
    575,032
    
    
    
    493,985Goodwill
    
    
    620,002
    
    
    
    620,002Intangible assets, net
    
    
    1,535,135
    
    
    
    1,442,127Deposits
    
    
    48,433
    
    
    
    32,637Total assets
    
    $
    6,847,834
    
    
    $
    7,478,375LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    730,395
    
    
    $
    849,227Accrued expenses
    
    
    1,033,167
    
    
    
    1,180,684Line of credit
    
    
    92,321
    
    
    
    711,983Current maturities of long-term debt and stockholder notes payable
    
    
    157,133
    
    
    
    222,841Total current liabilities
    
    
    2,013,016
    
    
    
    2,964,735Long-term debt, less current maturities
    
    
    46,698
    
    
    
    37,636Stockholder notes payable, less current maturities
    
    
    5,012,827
    
    
    
    4,948,560Total liabilities
    
    
    7,072,541
    
    
    
    7,950,931Commitments and contingenciesStockholders deficit:Preferred stock, $0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares  800,000 
liquidation value
of $16 and $17 per share as of December 31, 2009 and March 31, 2010,
respectively
    
    
    80
    
    
    
    80Series C convertible  issued and outstanding shares  200,000  
liquidation value
of $32 and $33 per share as of December 31, 2009 and March 31, 2010,
respectively
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares  80,000 
liquidation value
of $105 per share as of December 31, 2009 and March 31, 2010
    
    
    8
    
    
    
    8Common stock, $.0001 par value, authorized 100,000,000 shares:Issued shares  36,126,306 and 36,273,365 at December 31, 2009
and March 31, 2010, respectively
    
    
    3,613
    
    
    
    3,627Additional paid-in capital
    
    
    71,705,762
    
    
    
    71,768,532Accumulated deficit
    
    
    (71,922,284
    )
    
    
    (72,232,917
    )Treasury stock, 261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders deficit
    
    
    (224,707
    )
    
    
    (472,556
    )Total liabilities and stockholders deficit
    
    $
    6,847,834
    
    
    $
    7,478,375
   3




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 For the three months endedMarch 31,2009
    
    
    2010Net sales
    
    $
    4,217,035
    
    
    $
    3,678,343Cost of sales
    
    
    1,578,037
    
    
    
    1,309,705Gross profit
    
    
    2,638,998
    
    
    
    2,368,638Operating expenses:Selling, general and administrative
    
    
    2,246,115
    
    
    
    1,444,778Research and development
    
    
    736,043
    
    
    
    977,584Depreciation and amortization
    
    
    157,668
    
    
    
    229,634Total operating expenses
    
    
    3,139,826
    
    
    
    2,651,996Operating loss
    
    
    (500,828
    )
    
    
    (283,358
    )Other income (expense):Interest expense (including $33,465 and $
21,501
of expense to related parties)
    
    
    (35,643
    )
    
    
    (27,371
    )Interest income
    
    
    1,134
    
    
    
    96Total other expense, net
    
    
    (34,509
    )
    
    
    (27,275
    )Income tax expense
    
    
    
    
    
    
    NET LOSS
    
    $
    (535,337
    )
    
    $
    (310,633
    )Net loss applicable to common stockholdersPreferred stock dividends
    
    
    (205,000
    )
    
    
    (205,000
    )$
    (740,337
    )
    
    $
    (515,633
    )Net loss per shareBasic and Diluted
    
    $
    (0.02
    )
    
    $
    (0.01
    )Weighted average number of common shares
outstandingBasic and Diluted
    
    
    33,136,652
    
    
    
    35,992,260
   4




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT
 FOR THE THREE MONTHS ENDED MARCH 31, 2010 (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
    
    
    DeficitBalances, December 31, 2009
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    36,126,306
    
    
    $
    3,613
    
    
    $
    71,705,762
    
    
    $
    (71,922,284
    )
    
    $
    (11,906
    )
    
    $
    (224,707
    )Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,784
    
    
    
    
    
    
    
    
    
    
    
    37,784Stock issuance for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147,059
    
    
    
    14
    
    
    
    24,986
    
    
    
    
    
    
    
    
    
    
    
    25,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (310,633
    )
    
    
    
    
    
    
    (310,633
    )Balances, March 31, 2010
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    36,273,365
    
    
    $
    3,627
    
    
    $
    71,768,532
    
    
    $
    (72,232,917
    )
    
    $
    (11,906
    )
    
    $
    (472,556
    )
   5




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 For the three months endedMarch 31,2009
    
    
    2010Operating activities:Net loss
    
    $
    (535,337
    )
    
    $
    (310,633
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Bad debt expense
    
    
    21,644
    
    
    
    11,650Depreciation of property and equipment
    
    
    104,851
    
    
    
    115,981Amortization of intangible assets
    
    
    52,817
    
    
    
    113,653Stock based compensation expense
    
    
    36,452
    
    
    
    37,784Stock issued for services
    
    
    
    
    
    
    25,000Changes in operating assets and liabilities: (net of
effect of acquisition)Accounts receivable
    
    
    1,221,120
    
    
    
    (655,591
    )Inventories
    
    
    (97,809
    )
    
    
    154,737Prepaid expenses
    
    
    (114,666
    )
    
    
    (177,064
    )Deposits
    
    
    48
    
    
    
    15,796Accounts payable
    
    
    (318,433
    )
    
    
    118,832Accrued expenses
    
    
    18,028
    
    
    
    147,517Stockholder accrued interest
    
    
    (84,923
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    303,792
    
    
    
    (402,338
    )Investing activities:Capitalized software development and patent costs
    
    
    (115,569
    )
    
    
    (20,645
    )Purchase of property and equipment
    
    
    (134,468
    )
    
    
    (29,983
    )Cash paid for acquisition
    
    
    (1,031,422
    )
    
    
    Net cash used in investing activities
    
    
    (1,281,459
    )
    
    
    (50,628
    )Financing activities:Net proceeds from exercise of warrants
    
    
    940,000
    
    
    
    Net proceeds from line of credit
    
    
    
    
    
    
    619,662Repayments of long-term debt
    
    
    (8,336
    )
    
    
    (12,572
    )Net cash provided by financing activities
    
    
    931,664
    
    
    
    607,090Net increase (decrease) in cash and cash equivalents
    
    
    (46,003
    )
    
    
    154,124Cash and cash equivalents, beginning of period
    
    
    1,579,683
    
    
    
    368,151Cash and cash equivalents, end of period
    
    $
    1,533,680
    
    
    $
    522,275Supplemental cash flow information:Cash paid for interest
    
    $
    120,566
    
    
    $
    23,972Non-cash items:Stock issued for acquisition
    
    $
    400,000
    
    
    $
    Stock issued for services
    
    $
    
    
    
    $
    25,000Acquisition of property and equipment under capital leases
    
    $
    
    
    
    $
    4,951
   6




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ViewCast.com, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
 1. Basis of Presentation
 ® ®
      7




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##### Table of Contents



ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 2. Acquisition
   Accounts receivable
    
    $
    160,760Prepaid expenses
    
    
    415Software
    
    
    850,000Customer related intangible assets
    
    
    60,000Non-compete agreements
    
    
    24,000Goodwill
    
    
    620,002Fixed assets
    
    
    15,583Total assets acquired
    
    
    1,730,760Liabilities assumed
    
    
    (299,338
    )Net assets acquired
    
    $
    1,431,422
   8




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
  For the three monthsended March 31,2009Net sales
    
    
    4,377,662Net loss applicable to common stockholders
    
    $
    (787,965
    )Basic and diluted net loss per common share
applicable to common stockholders
    
    $
    (0.02
    )Weighted average number of common shares outstanding
(basic and diluted)
    
    
    34,049,703
 3. Accounts Receivable
   For the three months endedMarch 31,2009
    
    
    2010(Unaudited)
    
    
    (Unaudited)Beginning balance
    
    $
    82,317
    
    
    $
    69,767Bad debt expense
    
    
    21,644
    
    
    
    11,650Ending balance
    
    $
    103,961
    
    
    $
    81,417
  9




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 4. Inventories
  December 31,
    
    
    March 31,2009
    
    
    2010(Unaudited)Purchased materials
    
    $
    1,077,135
    
    
    $
    964,855Finished goods
    
    
    1,330,783
    
    
    
    1,288,326Reserve
    
    
    (124,570
    )
    
    
    (124,570
    )$
    2,283,348
    
    
    $
    2,128,611
 5. Intangible Assets
  December 31,
    
    
    March 31,2009
    
    
    2010(Unaudited)Customer lists
    
    $
    60,000
    
    
    $
    60,000Non-compete agreements
    
    
    24,000
    
    
    
    24,000Capitalized software
    
    
    2,733,950
    
    
    
    2,749,157Patents
    
    
    124,665
    
    
    
    130,103Less accumulated amortization
    
    
    (1,407,480
    )
    
    
    (1,521,133
    )$
    1,535,135
    
    
    $
    1,442,127
  2010
    
    $
    324,7522011
    
    
    375,3572012
    
    
    252,3462013
    
    
    142,3502014
    
    
    131,500Thereafter
    
    
    215,822$
    1,442,127
  10




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 6. Accrued Expenses
  December 31,
    
    
    March 31,2009
    
    
    2010(Unaudited)Accrued compensation
    
    $
    123,882
    
    
    $
    242,452Accrued warranty
    
    
    155,850
    
    
    
    180,592Accrued inventory purchases
    
    
    50,450
    
    
    
    57,922Customer deposits
    
    
    28,919
    
    
    
    39,878Deferred rent
    
    
    46,258
    
    
    
    39,452Deferred revenue
    
    
    353,458
    
    
    
    385,920Accrued taxes and other
    
    
    274,350
    
    
    
    234,468$
    1,033,167
    
    
    $
    1,180,684
 7. Warranty Reserves
   For the three months endedMarch 31,2009
    
    
    2010(Unaudited)
    
    
    (Unaudited)Beginning balance
    
    $
    199,446
    
    
    $
    155,850Charged to expense
    
    
    9,395
    
    
    
    25,542Usage
    
    
    (7,640
    )
    
    
    (800
    )Ending balance
    
    $
    201,201
    
    
    $
    180,592
  11




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 8. Property and Equipment
  EstimatedUseful Life
    
    December 31,
    
    
    March 31,(Years)
    
    2009
    
    
    2010(Unaudited)Service equipment
    
    3
    
    $
    242,362
    
    
    $
    242,362Computer equipment
    
    2 to 7
    
    
    497,139
    
    
    $
    514,268Software
    
    3 to 5
    
    
    207,531
    
    
    $
    210,235Leasehold improvements
    
    1 to 5
    
    
    172,697
    
    
    $
    172,697Office furniture and equipment
    
    5 to 7
    
    
    1,284,884
    
    
    $
    1,299,9852,404,613
    
    
    
    2,439,547Less accumulated depreciation and
amortization
    
    
    
    
    (1,829,581
    )
    
    
    (1,945,562
    )$
    575,032
    
    
    $
    493,985
 9. Line of Credit
  10. Long-Term Debt
   12




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
  December 31, 2009
    
    
    March 31, 2010Aggregate of the Outstanding Principal (Primary Principal Amount)
    
    $
    1,250,000
    
    
    $
    1,250,000Accrued and Outstanding Interest (Secondary Principal Amount)
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    75,297
    
    
    
    67,676Total long-term debt
    
    
    5,216,658
    
    
    
    5,209,037Less current maturities
    
    
    (157,133
    )
    
    
    (222,841
    )Total long-term debt less current maturities
    
    $
    5,059,525
    
    
    $
    4,986,196
 11. Warrants
  12. Earnings Per Share Data
   13




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
  Three Months Ended March 31,2009
    
    
    2010(Unaudited)
    
    
    (Unaudited)Net loss applicable to common stockholders
 numerator for basic and diluted earnings per share
    
    $
    (740,337
    )
    
    $
    (515,633
    )Weighted  average common shares and dilutive potential common
shares outstanding  denominator for diluted earning per share
    
    
    33,136,652
    
    
    
    35,992,260Net income (loss) per share:Basic
    
    $
    (0.02
    )
    
    $
    (0.01
    )Diluted
    
    $
    (0.02
    )
    
    $
    (0.01
    )Anti-dilutive securities excluded from diluted earnings per share:Stock options
    
    
    4,019,310
    
    
    
    4,087,799Convertible 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
 13. Stock-Based Compensation
      14




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ViewCast.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
  Stock OptionsWeighted-AverageNumber
    
    
    Price Per
    
    
    Exercise Priceof Shares
    
    
    Share
    
    
    Per ShareOutstanding at December 31, 2009
    
    
    4,162,463
    
    
    $
    0.20  $3.52
    
    
    $
    0.52Granted
    
    
    Exercised
    
    
    Canceled/forfeited
    
    
    (149,328
    )
    
    
    0.29  0.46
    
    
    
    0.38Outstanding at March 31, 2010
    
    
    4,013,135
    
    
    $
    0.20   $3.52
    
    
    $
    0.52
  Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    March 31,
    
    
    Contractual
    
    
    Exercise
    
    
    March 31,
    
    
    ExercisePrices
    
    2010
    
    
    Life
    
    
    Price
    
    
    2010
    
    
    Price$0.01  1.00
    
    
    3,398,585
    
    
    
    4.9
    
    
    $
    0.38
    
    
    
    2,102,274
    
    
    $
    0.401.01  2.00
    
    
    532,050
    
    
    
    0.9
    
    
    
    1.12
    
    
    
    532,050
    
    
    
    1.122.01  3.00
    
    
    80,000
    
    
    
    0.3
    
    
    
    2.50
    
    
    
    80,000
    
    
    
    2.503.01  4.00
    
    
    2,500
    
    
    
    0.2
    
    
    
    3.52
    
    
    
    2,500
    
    
    
    3.524,013,135
    
    
    
    4.2
    
    
    $
    0.52
    
    
    
    2,716,824
    
    
    $
    0.61
 14. Income Taxes
  15. Related Party Transactions
  16. Preferred Stock Dividend
   15




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##### Table of Contents



ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operation
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
  Overview
 ® ®
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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and
Results of Operation 
Continued
 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.
 
    
    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 against deferred tax assets in excess of deferred tax
liabilities in the accompanying consolidated financial statements. However, should we
determine in the future 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.
 
    
    Purchase Accounting, Goodwill and Intangible Assets We use the purchase method of
accounting for our business acquisitions, accordingly, the statement of operation include
the results of acquired businesses since the date of acquisition. The assets acquired and
liabilities assumed are recorded at their estimated fair value as determined by management
and supported by an independent third-party valuation.
 
    
    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.
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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operation 
Continued
 Results of Operation
 Three Months Ended March 31, 2010 compared to
Three Months Ended March 31, 2009.
 Net Sales . ® ®
  Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding System Sales.
 Other Revenues .
 Cost of Sales/Gross Profit .
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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operation 
Continued
 Selling, General and Administrative Expenses .
 Research and Development Expense.
 Depreciation and Amortization Expense.
 Other Income (Expense)
 Net Income (Loss)
 Liquidity and Capital Resources
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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operation 
Continued
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ViewCast.com, Inc. and Subsidiaries
Managements Discussion and Analysis of Financial Condition and Results of Operation 
Continued
   Off Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosure About Market Risk
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ViewCast.com, Inc. and Subsidiaries
Controls and Procedures
 
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
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PART II: OTHER INFORMATION
 
   
   
   
   
  
    
    23




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SIGNATURES
  ViewCast.com, Inc.
(Registrant)
BY:Date: May 17, 2010
    /s/ David T. StonerDavid T. StonerChief Executive Officer
Principal Executive OfficerDate: May 17, 2010
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer
Principal Financial and Accounting Officer  24




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EXHIBIT INDEX
 ExhibitNumber10.1
    
    
    Third Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc.(1)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 March 15, 2010.  25