<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 2003

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

                         Commission File Number: 0-29020

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 7, 2003, 20,632,332 shares of the Registrant's common stock were
outstanding.

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

<PAGE>

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

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

 Item 1.  Financial Statements
  Consolidated Balance Sheets at December 31, 2002 and
   March 31, 2003 (Unaudited) .................................................       3
  Consolidated Statements of Operations for the Three Months
   ended March 31, 2002 and 2003 (Unaudited)...................................       4
  Consolidated Statement of Stockholders' Deficit for the
   Three Months ended March 31, 2003 (Unaudited)...............................       5
  Consolidated Statements of Cash Flows for the Three Months
   ended March 31, 2002 and 2003 (Unaudited)...................................       6
  Notes to Consolidated Financial Statements...................................       7

 Item 2.  Management's Discussion and Analysis of Financial Condition
  and Results of Operations....................................................      15

 Item 3.  Controls and Procedures..............................................      22

PART II.  OTHER INFORMATION ...................................................      23

SIGNATURES.....................................................................      24

CERTIFICATIONS.................................................................      25
</TABLE>

                                        2

<PAGE>

                                VIEWCAST.COM, INC. AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,      MARCH 31,
                                                                          2002            2003
                                                                      ------------    ------------
                                                                                      (UNAUDITED)
<S>                                                                   <C>             <C>
                            ASSETS
Current assets:
 Cash and cash equivalents                                            $    288,519    $    500,004
 Accounts receivable, less allowance for doubtful accounts
  of $144,000 and $159,000 at December 31, 2002 and
  March 31, 2003, respectively                                           2,515,164       2,648,099
 Inventories                                                             1,598,019       1,400,060
 Prepaid expenses                                                           86,906         295,703
 Deferred charges                                                           43,395          29,291
                                                                      ------------    ------------
   Total current assets                                                  4,532,003       4,873,157

Property and equipment, net                                              1,795,809       1,731,814
Goodwill                                                                 1,041,430       1,041,430
Customer contracts                                                               -         215,000
Software development costs, net                                             68,713          47,165
Deferred charges                                                            92,707          75,325
Deposits                                                                   127,481         126,312
                                                                      ------------    ------------

      Total assets                                                    $  7,658,143    $  8,110,203
                                                                      ============    ============

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Accounts payable                                                     $  1,818,991    $  1,466,896
 Accrued expenses                                                        1,430,444       1,864,643
 Deferred revenue                                                          905,632       1,422,142
 Advance from stockholder                                                  500,000         500,000
 Stockholder line of credit                                              5,161,582       6,459,582
 Short-term debt, other                                                    717,705           3,766
                                                                      ------------    ------------
   Total current liabilities                                            10,534,354      11,717,029

Long-term debt                                                             950,000         950,000

Commitments                                                                      -               -

Series D redeemable convertible preferred stock, $0.0001 par value:
 Issued and outstanding shares - 114,712 and 125,251 at
  December 31, 2002 and March 31, 2003, respectively                       987,120       1,113,957

Stockholders' equity (deficit):
 Convertible preferred stock, $0.0001 par value:
  Authorized shares - 5,000,000
   Series B - issued and outstanding shares - 800,000                           80              80
   Series C - issued and outstanding shares - 200,000                           20              20
 Common stock, $.0001 par value:
   Authorized shares - 100,000,000
   Issued shares - 20,822,847                                                2,083           2,083
 Additional paid-in capital                                             55,685,444      55,649,186
 Accumulated deficit                                                   (60,489,052)    (61,310,246)
 Treasury stock, 261,497 shares at cost                                   (11,906)        (11,906)
                                                                      ------------    ------------
   Total stockholders' deficit                                          (4,813,331)     (5,670,783)
                                                                      ------------    ------------

   Total liabilities and stockholders' deficit                        $  7,658,143    $  8,110,203
                                                                      ============    ============
</TABLE>

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

                                        3

<PAGE>

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

<TABLE>
<CAPTION>
                                             FOR THE THREE MONTHS ENDED
                                                      MARCH 31,
                                             ----------------------------
                                                 2002            2003
                                             ------------    ------------
<S>                                          <C>             <C>
NET SALES                                    $  1,623,114    $  4,629,206

Cost of sales (includes depreciation of
 $60,496 in 2003)                                 802,995       2,620,794
                                             ------------    ------------

GROSS PROFIT                                      820,119       2,008,412

Operating expenses:
  Selling, general and administrative           1,388,823       1,686,404
  Research and development                        876,617         757,005
  Depreciation and amortization                   226,237         153,961
                                             ------------    ------------
    Total operating expenses                    2,491,677       2,597,370
                                             ------------    ------------

OPERATING LOSS                                 (1,671,558)       (588,958)

Other income (expense):
  Dividend and interest income                      1,719               -
  Interest expense                               (221,568)       (232,627)
  Other                                             4,186             391
                                             ------------    ------------
    Total other income (expense)                 (215,663)       (232,236)
                                             ------------    ------------

NET LOSS                                       (1,887,221)       (821,194)

Preferred dividends                              (260,935)       (246,541)
                                             ------------    ------------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS   $ (2,148,156)   $ (1,067,735)
                                             ============    ============

NET LOSS PER SHARE - BASIC AND DILUTED       $      (0.11)   $      (0.05)
                                             ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING                                   18,891,927      20,561,350
                                             ============    ============
</TABLE>

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

                                        4

<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             SERIES B              SERIES C
                                            CONVERTIBLE           CONVERTIBLE                             ADDITIONAL
                                          PREFERRED STOCK       PREFERRED STOCK       COMMON STOCK         PAID-IN
                                         SHARES   PAR VALUE   SHARES   PAR VALUE    SHARES    PAR VALUE    CAPITAL
                                         ------   ---------   ------   ---------    ------    ---------    -------
<S>                                      <C>      <C>         <C>      <C>        <C>         <C>        <C>
BALANCE, JANUARY 1, 2003                 800,000  $      80   200,000  $      20  20,822,847  $   2,083  $ 55,685,444

Value of options issued for consulting
  services                                     -          -         -          -           -          -           201

Imputed redeemable convertible
  preferred stock dividends - Series D         -          -         -          -           -          -       (36,459)

Net loss                                       -          -         -          -           -          -             -

                                         -------  ---------   -------  ---------  ----------  ---------  ------------
BALANCE, MARCH 31, 2003                  800,000  $      80   200,000  $      20  20,822,847  $   2,083  $ 55,649,186
                                         =======  =========   =======  =========  ==========  =========  ============

<CAPTION>
                                                                                    TOTAL
                                                 ACCUMULATED      TREASURY      STOCKHOLDERS'
                                                   DEFICIT         STOCK       EQUITY (DEFICIT)
                                                   -------       ----------    ----------------
<S>                                             <C>              <C>           <C>
BALANCE, JANUARY 1, 2003                        $ (60,489,052)   $  (11,906)   $    (4,813,331)

Value of options issued for consulting
  services                                                  -             -                201

Imputed redeemable convertible
  preferred stock dividends - Series D                      -             -            (36,459)

Net loss                                             (821,194)            -           (821,194)
                                                -------------    ----------    ---------------
BALANCE, MARCH 31, 2003                         $ (61,310,246)   $  (11,906)   $    (5,670,783)
                                                =============    ==========    ===============
</TABLE>

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

                                        5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                 FOR THE THREE MONTHS ENDED
                                                                         MARCH 31,
                                                                 --------------------------
                                                                    2002           2003
                                                                 -----------    -----------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES:
  Net loss                                                       $(1,887,221)   $  (821,194)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation of fixed assets                                     180,103        192,909
    Amortization of software development costs                        46,134         21,548
    Non-cash charges to interest expense                              17,382         31,486
    Gain on disposition of property and equipment                     (3,190)             -
    Foreign currency translation adjustment                           (4,434)             -
    Consulting fees exchanged for options                                320            201
    Changes in operating assets and liabilities:
     Accounts receivable                                             268,086       (132,935)
     Inventories                                                     325,555        197,959
     Prepaid expenses                                                (41,974)      (208,797)
     Deposits                                                        (28,585)         1,169
     Accounts payable                                                279,756       (420,487)
     Accrued compensation                                            (42,528)       203,858
     Deferred revenue                                                (28,406)       516,510
     Other accrued liabilities                                        38,265        174,111
                                                                 -----------    -----------
          Net cash used in operating activities                     (880,737)      (243,662)
                                                                 -----------    -----------

INVESTING ACTIVITIES:
  Purchase of property and equipment                                  (4,532)      (128,914)
  Proceeds from disposition of property and equipment                  8,002              -
                                                                 -----------    -----------
          Net cash provided by (used in) investing activities          3,470       (128,914)
                                                                 -----------    -----------

FINANCING ACTIVITIES:
  Net proceeds from stockholder line of credit                       248,608      1,298,000
  Repayment of short-term debt, other                                      -       (713,939)
                                                                 -----------    -----------
          Net cash provided by financing activities                  248,608        584,061
                                                                 -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (628,659)       211,485

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                         $   222,805    $   500,004
                                                                 ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                        $   188,297    $    17,655
</TABLE>

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

                                        6

<PAGE>

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

1. BASIS OF PRESENTATION

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

         The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2002 filed with the Securities and Exchange
Commission.

         The Company utilizes significant capital to design, develop and
commercialize its products and intends to fund its 2003 operating activities and
sales growth by utilizing cash contributed from operations and its available
working capital line of credit to the extent possible. The Company anticipates
it will require additional capital during 2003 for working capital to support
the expansion of sales channels and market distribution, to develop and
introduce new products and services, to enhance existing product offerings, to
address unanticipated competitive threats or technical problems, to transition
adverse economic conditions and for potential acquisition transactions. Although
the Company has no firm arrangements with respect to additional financing, it is
currently considering proposals by potential investors relating to the issuance
of equity securities in exchange for a cash investment in the Company. There can
be no assurance that additional financing will be available to ViewCast on
acceptable terms, or at all. Additional equity financing may involve substantial
dilution to our then existing stockholders. In October 2002, to enhance
financial performance and increase revenue, the Company acquired the assets and
operations of Delta Computec Inc., a provider of professional information
technology and customized network support services to Fortune 500 and Fortune
1000 corporations, mid-sized companies, hospitals, health care facilities and
financial institutions. The Company intends to actively pursue other such
strategic merger and acquisition activities to the extent possible. In the event
the Company is unable to raise additional capital or execute other alternatives,
we may be required to sell segments of the business, or substantially reduce or
curtail our activities. Such actions could result in charges that could be
material to the ViewCast's results of operations or financial position.

2. ACQUISITION

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

         The combined maximum total consideration to be paid by the Company
pursuant to the APA is equal to $2.5 million. The Company purchased all of the
Seller's assets, including all of its operating assets, property, contracts and
customer lists for a combination of up to $1 million in cash, issuance of up to

                                        7

<PAGE>

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

150,000 shares of Series D Redeemable Convertible Preferred Stock (the "Series D
Preferred Stock") further described in Note 7, and the assumption of certain
liabilities as outlined in the terms of the APA established based on arms-length
negotiations.

         At the closing date, the Company paid $500,000 in cash and issued
95,500 shares of Series D Preferred Stock. The closing cash payment was funded
from an advance from one of its principal stockholders and Chairman of the Board
of the Company, H.T. Ardinger, Jr. During January 2003, the Company issued
10,539 additional shares of Series D Preferred Stock as required by the APA,
which together with the 114,712 shares previously issued total the 125,251
shares outstanding at March 31, 2003. The APA provides for two additional
contingent payments of up to $250,000 each to be paid to Seller approximately 6
months and 12 months after closing, subject to contract revenue levels achieved
by DCi over six months and twelve months subsequent to the acquisition date and
including a provision providing for a portion of the payments to be made with
shares of Series D Preferred Stock. On April 14, 2003, the Company paid $56,230
in cash and issued 19,377 shares of Series D Preferred Stock to satisfy the
requirements of the first additional contingent payment. These contingent
payments are based on post acquisition contract revenue performance and any
payments have been determined to be the value of customer relationships existing
at DCi at the time of the acquisition. At March 31, 2003, the Company recognized
an asset value for the ongoing customer relationships for service contracts
totaling $215,000 and accrued a corresponding liability for the first contingent
payment based on contract revenues through March 31, 2003 and due April 14,
2003. The customer contracts will be amortized over a three-year period.

3. INVENTORIES

    Inventories consists of the following:

<TABLE>
<CAPTION>
                                             DECEMBER 31,     MARCH 31,
                                                 2002           2003
                                             ---------------------------
                                                             (UNAUDITED)
<S>                                          <C>            <C>
Purchased materials                          $    438,631   $    454,038
Finished goods                                  1,159,388        946,022
                                             ---------------------------
     Total Inventories                       $  1,598,019   $  1,400,060
                                             ============   ============
</TABLE>

4. ACCRUED EXPENSES

         Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                             DECEMBER 31,     MARCH 31,
                                             ----------------------------
                                                 2002           2003
                                             ----------------------------
                                                             (UNAUDITED)
<S>                                          <C>            <C>
Stockholder accrued interest                 $    628,564   $     795,425
Accrued interest other                             11,083          27,708
Accrued Compensation                              415,757         619,615
Accrued legal & professional                       80,763          66,334
Accrued warranty                                   39,000           2,000
Accrued rent                                       37,725          33,846
Accrued inventory purchases                        28,197          39,623
Customer deposits                                  57,965          65,146
Other                                             131,390         214,946
                                             ----------------------------
                                             $  1,430,444   $   1,864,643
                                             ============================
</TABLE>

                                        8

<PAGE>

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

5. WARRANTY RESERVES

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

         The following table below shows the roll forward of warranty expense
for the three months ended March 31, 2002 and 2003.

<TABLE>
<CAPTION>
                       FOR THE THREE MONTHS ENDED
                                MARCH 31,
                       -------------------------
                          2002            2003
                       ----------      ----------
<S>                    <C>             <C>
Beginning balance      $   70,000      $   39,000
Charged to expense          6,000          16,000
Usage                      (4,000)        (53,000)
                       ----------      ----------
Ending Balance         $   72,000      $    2,000
                       ==========      ==========
</TABLE>

6. PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                  ESTIMATED
                                 USEFUL LIFE  DECEMBER 31,    MARCH 31,
                                 ----------------------------------------
                                   (YEARS)        2002         2003
                                 ----------------------------------------
                                                             (UNAUDITED)
<S>                              <C>          <C>           <C>
Computer equipment                  3 to 7    $ 2,492,165   $   2,516,289
Service assets                           3        476,666         546,983
Software                            3 to 5        630,355         630,355
Leasehold improvements              1 to 5        103,886         123,886
Office furniture and equipment      5 to 7        598,571         612,659
                                              ---------------------------
                                                4,301,643       4,430,172
Less accumulated depreciation
  and amortization                             (2,505,834)     (2,698,358)
                                              ---------------------------
                                              $ 1,795,809   $   1,731,814
                                              ===========================
</TABLE>

7. SHORT-TERM DEBT

         Since October 1998, the Company has maintained a working capital line
of credit facility with an entity controlled by one of its principal
stockholders, Mr. H.T. Ardinger, who also currently serves as a director, and
Chairman of the Board of Directors of the Company. This one-year, renewable
facility bears interest at 12% per annum and is secured by all assets of
ViewCast.com, Inc. The current availability of funds under this facility is
subject to certain borrowing base limitations based principally on qualifying
accounts receivable and inventory up to a maximum credit limit of $12.0 million.
On February 28, 2003, the Company amended the credit facility to revise and
extend the maturity date to March 31, 2004. During the quarter ended March 31,
2003, net borrowings increased $1,298,000 resulting in a note balance of
$6,459,582 at March 31, 2003 which exceeded the computed borrowing base by $4.5
million. The

                                        9

<PAGE>

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

noteholder has agreed to waive through June 30, 2003 the repayment of any
outstanding financing that may be in excess of the borrowing base from time to
time. Effective January 1, 2002, noteholder has also agreed that all accrued and
unpaid interest on the note shall be due and payable on the earlier of (a) sixty
(60) days following receipt of written demand for payment, or (b) the maturity
date.

         In October 2002, the Company acquired the assets and operations of DCi
(See Note 2). Part of the acquisition transaction included the payoff of the
Seller's asset based revolving credit facility and the establishment for DCi of
a new $1.5 million asset based revolving credit facility for a period of one
year with Keltic Financial Partners, LP ("Keltic"). In addition, ViewCast
entered into a Guaranty of Payment and a Performance and Subordination Agreement
with Keltic for this facility. The loan interest rate is, at the option of
Lender, the greater of: (a) the prime rate plus two hundred fifty (250) basis
points per annum, or (b) seven and one-quarter percent (7.25%). Draws on the
revolving credit facility are based on qualifying DCi accounts receivable. The
loan balance is reduced as cash collections are received directly by Keltic.
During the quarter ended March 31, 2003, the cash collections in excess of draws
reduced the Keltic loan balance at March 31, 2003 to zero. DCi had availability
of $434,000 under the Keltic revolving credit facility at March 31, 2003.

8. SERIES D REDEEMABLE CONVERTIBLE PREFERRED STOCK

         During October 2002 through January 2003, the Company issued 125,251
shares of Series D Preferred Stock as partial consideration for the acquisition
of DCi (See Note 2). Each share of Series D Preferred Stock has a stated value
of $10.00 with a conversion option to common stock at $1.50 per share of Company
common stock. The Series D Preferred Stock provides redemption rights for the
holders and the Company, and other rights as described in the Certificate of
Designation of the Series D Preferred Stock. The Series D Preferred Stock is
redeemable at its stated value at the holders' option upon written notice at any
time after October 11, 2004. The value of the 125,251 shares issued and
outstanding at March 31, 2003 reflects a discount of $138,553 from the stated
value of $1,252,510 and will be recorded as imputed preferred dividends until
the initial redemption date of October 11, 2004. Through March 31, 2003, the
Company has recognized $36,459 as dividends on the Series D Preferred Stock. The
Series D Preferred Stock is redeemable at its stated value at the Company's
option upon written notice at any time after October 11, 2005 or prior to that
date if the Company's common stock has a market value of $3.75 per share for ten
consecutive trading days. Holders of Series D redeemable convertible preferred
stock have no voting rights except as required by law.

9. NET LOSS PER SHARE

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

         Following is a summary of excluded securities:

<TABLE>
<CAPTION>
                                                           MARCH 31,
                                                    -----------------------
                                                       2002         2003
                                                    ----------   ----------
<S>                                                 <C>          <C>
Stock options                                        4,010,670    4,302,102
Public and private warrants                          4,317,670    4,184,512
Convertible debentures                                 190,000      190,000
Convertible preferred stock - Series B               2,206,896    2,206,896
Convertible preferred stock - Series C               3,333,333    3,333,333
Redeemable convertible preferred Stock - Series D            -      835,006
                                                    ----------   ----------
                                                    14,058,569   15,051,849
                                                    ==========   ==========
</TABLE>

                                       10

<PAGE>

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

9. STOCK-BASED COMPENSATION

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

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

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

<TABLE>
<CAPTION>
                                      2002         2003
                                      -----------------
<S>                                   <C>          <C>
Risk-free interest rate               4.30%        3.46%
Dividend yield                           0%           0%
Volatility factor of the
 market price of the
 Company's common stock                106%         106%
Expected life of the options
 (years)                               5.9          5.5
</TABLE>

         For purposes of pro forma disclosures, the estimated fair value of the
options is amortized as expense over the options' vesting periods. Pro forma
information for the three months ended March 31, 2002 and 2003 is as follows:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                    MARCH 31,
                                            --------------------------
                                               2002           2003
                                            --------------------------
<S>                                         <C>            <C>
NET LOSS APPLICABLE TO COMMON
 STOCKHOLDERS:
  As reported                               $(2,148,156)   $(1,067,735)
   Deduct: total stock-based compensation
    under fair value based method for all
    awards, net of related tax expense         (476,265)      (404,996)
                                            --------------------------
  Pro forma                                 $(2,624,421)   $(1,472,731)
                                            ==========================

NET LOSS PER SHARE:
  As reported - basic and diluted           $     (0.11)   $     (0.05)
                                            ==========================
  Pro forma - basic and diluted             $     (0.14)   $     (0.07)
                                            ==========================
</TABLE>

11. RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2002, the Financial Accounting and Standards Board (FASB)
issued Statements of Financial Accounting Standards No. 146 (SFAS 146),
"Accounting for Costs Associated with Exit or Disposal Activities." The standard
requires companies to recognize costs associated with exit (including

                                       11

<PAGE>

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

restructuring) or disposal activities at fair value when the related liability
is incurred rather than at the date of a commitment to an exit or disposal plan
under current practice. Costs covered by the standard include certain contract
termination costs, certain employee termination benefits and other costs to
consolidate or close facilities and relocate employees that are associated with
an exit activity or disposal of long-lived assets. The new requirements are
effective prospectively for exit or disposal activities initiated after December
31, 2002. The Company adopted SFAS 146 on January 1, 2003. The adoption of SFAS
146 did not have a material impact on the Company's financial position, results
of operations, or cash flows.

         In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The Company adopted FIN 45 on January 1, 2003. The adoption of FIN 45 did
not have a material impact on the Company's financial position, results of
operations, or cash flows.

12. SEGMENT INFORMATION

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

    IT SERVICES AND PRODUCTS

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

    VIDEO DISTRIBUTION AND NETWORKING PRODUCTS

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

    CORPORATE

         The corporate functions of human resources, legal, financial reporting,
         accounting, risk management are located in Dallas, TX. Operating
         expenses not distributed to business segments include certain officers'
         salaries, investor relations and shareholder meetings, public
         accounting audit and tax services, legal fees, directors and officers
         insurance and other corporate facility expenses.

                                       12

<PAGE>

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

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

         The following tables provide financial data by segment for the three
months ended March 31, 2003:

SUMMARY OF OPERATIONS BY OPERATING SEGMENT FOR THE QUARTER ENDED MARCH 31, 2003:

<TABLE>
<CAPTION>
                                                   VIDEO
                                                DISTRIBUTION
                                  IT SERVICES,  & NETWORKING   UNALLOCATED
                                    PRODUCTS      PRODUCTS      CORPORATE        TOTAL
                                  --------------------------------------------------------
<S>                               <C>           <C>            <C>            <C>
Total sales                       $  2,488,457  $  2,140,749   $         -    $ 4,629,206
Intersegment sales                           -             -             -              -
                                  ------------  ------------   -----------    -----------
Revenue from external customers   $  2,488,457  $  2,140,749   $         -    $ 4,629,206
                                  ============  ============   ===========    ===========

Gross profit                      $    672,061  $  1,336,351   $         -    $ 2,008,412

Operating income (loss)           $     90,839  $   (273,335)  $  (406,462)   $  (588,958)


Total assets                      $  4,678,290  $  2,978,419   $   453,494    $ 8,110,203
Goodwill                          $  1,041,430  $          -   $         -    $ 1,041,430
Customer contracts                $    215,000  $          -   $         -    $   215,000
Capital additions                 $    111,532  $     17,382   $         -    $   128,914
</TABLE>

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

<TABLE>
<CAPTION>
                                            VIDEO
                                          DISTRUBITON
                           IT SERVICES,  & NETWORKING
                             PRODUCTS      PRODUCTS        TOTAL          %
                           ---------------------------------------------------
<S>                        <C>           <C>            <C>            <C>
         MARCH 31, 2003
United States              $2,488,457    $  1,222,166   $  3,710,623    80.16%
Europe                             --         325,368        325,368     7.03%
Pacific Rim                        --         490,777        490,777    10.60%
Other                              --         102,438        102,438     2.21%
                           --------------------------------------------------
     Total                 $2,488,457    $  2,140,749   $  4,629,206   100.00%
                           ==================================================
         MARCH 31, 2002

United States              $       --    $    783,929   $    783,929    48.30%
Europe                             --         277,266   $    277,266    17.08%
Pacific Rim                        --         462,383   $    462,383    28.49%
Other                              --          99,536   $     99,536     6.13%
                           --------------------------------------------------
     Total                 $       --    $  1,623,114   $  1,623,114   100.00
                           ==================================================
</TABLE>

                                       13

<PAGE>

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

13. SUBSEQUENT EVENTS

         On April 14, 2003, the Company paid the first of two subsequent
contingent payments of up to $250,000 in conjunction with the purchase of the
assets and operations of DCi (See Note 2). The payment was based on contract
service revenues achieved during the six months ended March 31, 2003 and was
comprised of a cash payment of $56,230 and the issuance of 19,377 shares of
Series D Preferred Stock. The value recorded on the financial statements of the
19,377 shares of Series D Preferred Stock will reflect a discount of $20,000
from the stated face value of $193,770 and will be recorded as imputed preferred
dividends until the initial redemption date of October 11, 2004. At March 31,
2003, the Company recognized as an asset the ongoing customer relationships for
service contracts totaling $215,000 and accrued a corresponding liability for
the aforementioned payments.

                                       14

<PAGE>

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

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

         Some of the statements in this Report on Form 10-QSB under
"Management's Discussion and Analysis of Financial Conditions and Results Of
Operations" and elsewhere in the Report constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements include statements regarding ViewCast's expectations, beliefs, hopes,
intentions or strategies regarding the future. These statements involve known
and unknown risks, uncertainties, and other factors that may cause ViewCast or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, product demand and
market acceptance risks, the impact of competitive products and pricing, product
development, commercialization and technological difficulties, capacity and
supply constraints or difficulties, general business and economic conditions,
the availability of sufficient working capital, the ability to service our debt,
continued significant losses, the effect of our accounting polices, the ability
to integrate the assets and operations of DCi into the operations of ViewCast
and other risks detailed in the Annual Report on Form 10-K for the year ended
December 31, 2002 and the Registration Statements on Form S-3 filed on April 26,
2000 and June 30, 2000 and other filings with the Securities and Exchange
Commission.

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

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

OVERVIEW

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

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

         VIDEO COMMUNICATIONS PRODUCTS AND SERVICES

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

                                       15

<PAGE>

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

                  communicate. ViewCast markets its video products and services
                  directly to end-users, through original equipment
                  manufacturers, value-added resellers and computer system
                  integrators, worldwide.

         IT SERVICES AND PRODUCTS

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

CRITICAL ACCOUNTING POLICIES

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

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

         -        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

                                       16

<PAGE>

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

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

RESULTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2003 vs. 2002

         NET SALES. Net sales for the quarter ended March 31, 2003 increased
185.2% to $4,629,206 from $1,623,114 reported for the same period in 2002. The
overall increase was due principally to the acquisition of DCi operations in
October 2002 and inclusion of it's sales during the first quarter of 2003 of
$2,488,457.

         VIDEO COMMUNICATIONS PRODUCT AND SERVICE SALES. During the quarter
ended March 31, 2003, total video communications product and service sales of
$2,140,749 increased 32.0% compared to first quarter revenues in 2002 of
$1,623,114 and represented 40.7% of total 2003 first quarter revenues, compared
to 87.0% of first quarter revenues in 2002. The increase was mainly due to
increased sale of Osprey (R) capture cards and codecs supplemented with modest
increases in other systems products.

         First quarter 2003 domestic, European and Pacific Rim sales of Osprey
products increased 69.0%, 7.2% and 9.7%, respectively, over first quarter 2002
levels representing increased demand from all major U.S. distributors and OEM
customers. On a product basis, first quarter 2003 unit sales of all Osprey
product families increased, compared to last year. In April 2003, ViewCast
introduced the Osprey-230 as the latest addition to its Osprey product lines.
The Osprey-230 is a low-profile analog capture card engineered to allow system
integration into low-profile computer chassis'. Targeted at mid-tier content
creation professionals, enthusiast/hobbyist, and enterprise communications, the
Osprey-230 offers analog audio video inputs and audio outputs to meet the
requirements of the media professional. The Osprey-230 takes advantage of
today's leading edge computer platforms and is compatible with ViewCast's
popular SimulStream and SCX software products. The Osprey-230 began shipping in
April 2003. With the addition of new products and as the economy recovers, we
expect steady to increased Osprey product sales during the balance of 2003.

         The increase in Niagara (R) Streaming/Encoding Systems sales reflects
increased brand awareness of our streaming and encoding servers. Enterprise
Viewpoint VBX (TM) Video Distribution System sales remain slow with continued
impact from the economic slowdown and postponement of information technology
spending. In April 2003, ViewCast announced the availability of its new
Niagara (R) PowerStream, a premium 2U rack-mount streaming media encoder
designed for the high-bandwidth streaming of corporate and business video
communications. The Niagara PowerStream addresses broadband needs for
security/surveillance, training, corporate video, and business TV applications.
Streaming encoding software engines such as Windows Media Encoder and Real Helix
Producer are more CPU intensive with each software release as the demand for
high-bandwidth streaming of business video continues to grow. With the
introduction of the Niagara PowerStream systems, ViewCast offers powerful
streaming solutions addressing the growth of high-bandwidth content delivery. We
expect Niagara sales to continue to grow as businesses adopt streaming video as
a cost effective and powerful communication tool.

         IT SERVICES AND PRODUCTS. In October 2002, ViewCast acquired the assets
and operations of DCi, a provider of professional information technology and
customized network support services to Fortune 500 and Fortune 1000
corporations, mid-sized companies, hospitals, health care facilities and
financial institutions primarily in the northeastern United States. IT services
and product sales totaled $2,488,457 for the three months ended March 31, 2003
and represented 53.8% of total ViewCast revenues. Contract service fees for
customized network support, Internet and Intranet consulting, networking,
maintenance, disaster recovery services provided 89.2% of the first quarter IT
service and product revenues. There were no comparable IT service and product
sales during the first quarter of 2002.

                                       17

<PAGE>

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

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

         OTHER REVENUES. Other video product and service revenues consisting of
software maintenance, training, engineering consulting fees and professional
services were $51,400 or 1.1% of ViewCast's revenues for the quarter ended March
31, 2003, a slight increase over the same period in 2002.

SUMMARY OF OPERATIONS BY OPERATING SEGMENT FOR THE QUARTER ENDED MARCH 31, 2003:

<TABLE>
<CAPTION>
                                                   VIDEO
                                                DISTRIBUTION
                                  IT SERVICES,  & NETWORKING   UNALLOCATED
                                    PRODUCTS      PRODUCTS      CORPORATE        TOTAL
                                  -------------------------------------------------------
<S>                               <C>           <C>            <C>            <C>
Total sales                       $  2,488,457  $  2,140,749   $         -    $ 4,629,206
Intersegment sales                           -             -             -              -
                                  ------------  ------------   -----------    -----------

Revenue from external customers   $  2,488,457  $  2,140,749   $         -    $ 4,629,206
                                  ============  ============   ===========    ===========

Gross profit                      $    672,061  $  1,336,351   $         -    $ 2,008,412

Operating income (loss)           $     90,839  $   (273,335)  $  (406,462)   $  (588,958)
</TABLE>

         COST OF GOODS AND SERVICES/GROSS MARGINS. Cost of goods sold totaled
$2,620,794 for the quarter ended March 31, 2003, a 226.4% increase from 2002
reflecting the increased cost of goods associated with DCi IT service and
product sales. Gross profit margin for the quarter ended March 31, 2003 was
43.4% compared to 50.5% in 2002. The video products segment's margin for first
quarter of 2003 was 62.4% compared to 50.5% in 2002. This improvement reflects
improved contract pricing from ViewCast's suppliers and bundling of higher
margin software products. Additionally, during the first quarter of 2002,
ViewCast incurred additional labor and component charges to implement new
engineering changes to optimize inventory mix and to meet demand for certain of
its Osprey products. Total cost of IT goods and services for the first quarter
of 2003 totaled $1,816,396 resulting in a gross margin of 27.0%. There were no
IT service and product operations in the first quarter of 2002. We expect future
margins for IT services and products to average in the 20%-30% range compared to
the video products segment's historical margins in the 50%-56% range. Margins
will be affected quarter to quarter by promotional activities, price
adjustments, cost of materials, inventory obsolescence, the introduction of new
products and the sales mix between products and services in any one reporting
period.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative ("SG&A") expenses for the three months ended March 31, 2003
totaled $1,686,404, an increase of 21.4% from $1,388,823 reported last year. The
increase reflects the addition of SG&A expense from DCi operations of $559,012
during the current quarter with no comparable expense in 2002. Excluding DCi,
SG&A expenses associated with the video products division decreased $261,431 or
18.8% due to ViewCast's efforts during 2002 to trim operating expenses and
reduce and restructure its video products workforce.

         RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense for
the quarter ended March 31, 2003 totaled $757,005, a decrease of 13.6% over 2002
levels, reflecting a decrease in personnel

                                       18

<PAGE>

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

and related expenses during restructuring in 2002. There were no material
research and development expenses associated with DCi operations during the
first quarter of 2003.

         OTHER (INCOME) EXPENSE. Total other expense for the first quarter of
2003 totaled $232,236 compared to $215,663 in 2002 due principally to the
increase in interest expense associated with the Ketlic debt established during
in the DCi acquisition. On October 11, 2002, part of the acquisition transaction
included the payoff of the Seller's asset based revolving credit facility with
Keltic Financial Partners, LP ("Keltic") by establishing for DCi a new asset
based revolving credit facility for a period of one year with Keltic.

         NET LOSS. Net loss for the three months ended March 31, 2003 was
$821,194, a 56.5% improvement over the $1,887,221 loss reported in the
comparable period in 2002 due to increased revenues from video communications
products plus revenues added from DCi's operations and reduced operating
expenses associated with our video products business segment while adding the
operating expenses incurred by DCi.

LIQUIDITY AND CAPITAL RESOURCES

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

         Net cash used in operating activities for the three months ended March
31, 2003 totaled $243,662 due principally to the reported net loss of $821,194
offset by adjustments for non cash operating expenses of $246,144 and net cash
positive changes in operating assets and liabilities of $331,338. Cash generated
from the net change in operating assets was due principally to utilization of
inventory on hand, increases in accrued vacation expense as well as increases in
accrued interest and deferred IT service billings. These positive changes were
offset by a reduction in trade payables, by an increase in prepaid director and
officer insurance premiums, and by increases in trade accounts receivable.

         Cash utilized for investing activities during the quarter ended March
31, 2003 totaled $128,914 and included purchases of computer equipment, demo
equipment, HVAC equipment for the DCi office facility and service assets to
support existing IT service contracts.

         During the three months ended March 31, 2003, ViewCast's financing
activities generated cash of $584,061 principally due to short-term borrowings
of $1,298,000 under the terms of its stockholder line of credit facility offset
in part by repayments of $712,553 under the terms of its revolving asset-based
lending line of credit with Keltic.

         Since October 1998, ViewCast has maintained a working capital line of
credit facility with an entity controlled by one of its principal stockholders,
Mr. H.T. Ardinger, who also currently serves as a director, and Chairman of the
Board of Directors of ViewCast. This one-year, renewable facility bears interest
at 12% per annum and is secured by all assets of ViewCast.com, Inc. The current
availability of funds under this facility is subject to certain borrowing base
limitations based principally on qualifying accounts receivable and inventory up
to a maximum credit limit of $12.0 million. On February 28, 2003, ViewCast
amended the credit facility to revise and extend the maturity date to March 31,
2004. During the quarter ended March 31, 2003, ViewCast's net borrowings
increased $1,298,000 resulting in a note balance of $6,459,582 at March 31, 2003
which exceeded the borrowing base by $4.5 million. The noteholder has agreed to
waive through June 30, 2003 the repayment of any outstanding financing that may
be in excess of the borrowing base from time to time. Effective January 1, 2002,
the noteholder has also agreed all accrued and unpaid interest on the note shall
be due and payable on the earlier of (a) sixty (60) days following receipt of
written demand for payment, or (b) the maturity date. This facility will
continue to be utilized for working capital by ViewCast to the extent possible
depending on future levels of accounts receivable and inventory.

                                       19

<PAGE>

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

         On October 11, 2002, part of the acquisition transaction included the
payoff of the Seller's asset based revolving credit facility with Keltic
Financial Partners, LP ("Keltic") by establishing for DCi a new asset based
revolving credit facility for a period of one year with Keltic. DCi will utilize
the $1.5 million Keltic credit facility for working capital support. The loan
interest rate is, at the option of Keltic, the greater of: (a) the prime rate
plus two hundred fifty (250) basis points per annum, or (b) seven and
one-quarter percent (7.25%). Draws on the revolving credit facility are based on
qualifying DCi accounts receivable. The loan balance is reduced as cash
collections are received directly by Keltic. During the quarter ended March 31,
2003, the cash collections in excess of draws reduced the Keltic loan balance at
March 31, 2003 to zero. DCi had availability of $434,000 under the revolving
credit facility at March 31, 2003 and will continue to utilize the facility for
working capital support of DCi operations. In addition, ViewCast entered into a
Guaranty of Payment and a Performance and Subordination Agreement with Keltic
relating to this facility plus agreed to provide $350,000 of working capital to
DCi within ninety days of the closing date. The $350,000 working capital
commitment was provided to DCi on January 14, 2003 and was funded by additional
borrowings under ViewCast's stockholder line of credit.

         As of March 31, 2003, the Company had 3,799,680 public and public
equivalent warrants and 122,500 representative warrants outstanding exercisable
at $1.00. The warrants are redeemable by ViewCast under certain conditions.

         At March 31, 2003, ViewCast had a consolidated stockholders' deficit of
$5,670,783, and in accordance with Delaware law, was precluded from paying
dividends on its outstanding Series B and Series C convertible preferred stock.
As a result, no preferred stock dividends were declared or paid during 2003. The
Series B and Series C preferred stock issues carry cumulative dividends of 8%
and 9% per year, respectively, and are generally payable semi-annually in
arrears in cash or common stock of ViewCast, at ViewCast's option. Cumulative
dividends in arrears on preferred shares are approximately: Series B-$640,000,
Series C-$177,534. Holders of Series B and Series C preferred stock have no
voting rights except as required by law.

         At March 31, 2003, ViewCast had a working capital deficit of $6,843,872
and cash and cash equivalents of $500,004. During the quarter ended March 31,
2003, ViewCast experienced an overall sales increase of 185% compared to the
first quarter of 2002 as a result of the DCi acquisition and improving video
product sales. While wary of current economic conditions, ViewCast anticipates
that revenues will more than double during 2003 compared to 2002 with the
addition of DCi operations and assuming moderate growth across all business
segments. ViewCast plans to improve its working capital position by increasing
sales and lowering operating expenses, by further acquisitions and/or
divestitures of its business segments, by exercise of warrants, as necessary, by
additional equity financing and by restructuring its debt. ViewCast also
anticipates that losses will continue into the first half of 2003, or until such
time as total profit margins from the sales of its products and services exceeds
its total development, selling, administrative and financing costs. ViewCast
will continue to monitor and restructure its workforce and decrease operating
expenses. During May 2001 through March of 2003, ViewCast has reorganized the
operations of its video products business segment and reduced its workforce by
51 individuals and trimmed other related operating expenses. As a direct result
of these measures, ViewCast (excluding DCi) has decreased selling, general and
administrative expenses by $261,431, or 18.8%, and development expenses by
$119,612, or 13.6%, during the first quarter of 2003 compared to the same period
in 2002. Additionally, the net loss for the quarter ended March 31, 2003 was
reduced by 53.3% excluding DCi, and by 56.5% including DCi, over the first
quarter of 2002. ViewCast will remain proactive in managing its operating
expenses.

         ViewCast utilizes significant capital to design, develop and
commercialize its products and intends to fund its 2003 operating activities and
sales growth by utilizing cash contributed from operations and its available
working capital lines of credit to the extent possible. ViewCast anticipates it
will require additional capital during 2003 for working capital to support the
expansion of sales channels and market distribution, to develop and introduce
new products and services, to enhance existing product offerings, to

                                       20

<PAGE>

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

address unanticipated competitive threats or technical problems, to transition
adverse economic conditions, to support newly acquired DCi operations and for
completion of other acquisition transactions. Although ViewCast has no firm
arrangements with respect to additional financing, it is currently considering
proposals by potential investors relating to the issuance of equity securities
in exchange for a cash investment in ViewCast. There can be no assurance that
additional financing will be available to ViewCast on acceptable terms, or at
all. Additional equity financing may involve substantial dilution to our then
existing stockholders. In October 2002, to enhance financial performance and
increase revenue, ViewCast acquired the assets and operations of DCi. ViewCast
intends to actively pursue other such strategic merger and acquisition
activities to the extent possible. In the event we are unable to raise
additional capital or execute other alternatives, we may be required to sell
segments of the business, or substantially reduce or curtail our activities.
Such actions could result in charges that could be material to ViewCast's
results of operations or financial position.

         At March 31, 2003, ViewCast had no material commitments for capital
expenditures except those outlined for the remaining DCi purchase commitments.

                                       21

<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                             CONTROLS AND PROCEDURES

ITEM 3. CONTROLS AND PROCEDURES

         Within ninety (90) days prior to the date of this report, an evaluation
was performed under the supervision and with the participation of the Company's
management, including the President and Chief Executive Officer ("CEO"), and the
Chief Financial Officer ("CFO"), of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the CEO and CFO, concluded that
the Company's disclosure controls and procedures were effective in bringing to
their attention material information relating to the Company required to be
included in the Company's periodic SEC filings. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the most recent evaluation
conducted by the CEO and CFO.

                                       22

<PAGE>

                       VIEWCAST.COM, INC. AND SUBSIDIARIES
                                OTHER INFORMATION

PART II: OTHER INFORMATION

      Item 1.  Legal Proceedings
                        (Not Applicable)

      Item 2.  Changes in Securities
                        (Not Applicable)

      Item 3.  Defaults Upon Senior Securities
                        (Not Applicable)

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

      Item 5.  Other Information

         The Company's Chief Executive Officer and Chief Financial Officer have
         furnished statements relating to its Form 10-QSB for the quarter ended
         March 31, 2003 pursuant to 18 U.S.C. section 1350, as adopted pursuant
         to section 906 of the Sarbanes-Oxley Act of 2002. The statements are
         attached hereto as Exhibit 99.1.

      Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits filed with this report:

                      (See Exhibit Index)

         (b)   Reports on Form 8-K

                      (None)

                                       23

<PAGE>

                                   SIGNATURES

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

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

                                                     BY:

Date: May 14, 2003                                     /s/ George C. Platt
                                                     ---------------------
                                                     George C. Platt
                                                     Chief Executive Officer
                                                     Principal Executive Officer

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

                                       24

<PAGE>

                                 CERTIFICATIONS

         I, George C. Platt, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of ViewCast.com,
         Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         (b)      evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

         (c)      presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function):

         (a)      all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         (b)      any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:  May 14, 2003                        /s/  George C. Platt
                                           ---------------------------
                                           George C. Platt
                                           President and Chief Executive Officer

                                       25

<PAGE>

         I, Laurie L. Latham, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of ViewCast.com,
         Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         (b)      evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

         (c)      presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function):

         (a)      all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         (b)      any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:  May 14, 2003                          /s/  Laurie L. Latham
                                           -------------------------------------
                                           Laurie L. Latham
                                           Chief Financial Officer

                                       26

<PAGE>

                                  EXHIBIT INDEX

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