##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-K
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2010.
 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: 0-29020
 ViewCast.com, Inc.
  Delaware
    
    75-2528700(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 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
 None
  Common Stock, $.0001 par value
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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##### 



TABLE OF CONTENTS
 Item
    
    
    
    PageNo.
    
    
    
    No.Part I1.
    
    Business
    
    
    12.
    
    Properties
    
    
    93.
    
    Legal Proceedings
    
    
    94.
    
    Submission of Matters to a Vote of Security Holders
    
    
    9Part II5.
    
    Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    106.
    
    Selected Financial Data
    
    
    117.
    
    Managements
Discussion and Analysis of Financial Condition and Results of Operations
    
    
    117A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    168.
    
    Financial Statements and Supplementary Data
    
    
    179.
    
    Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    389A.
    
    Controls and Procedures
    
    
    389B.
    
    Other Information
    
    
    39Part III10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    3911.
    
    Executive Compensation
    
    
    3912.
    
    Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    3913.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    3914.
    
    Principal Accountant Fees and Services
    
    
    3915.
    
    Exhibits and Financial Statement Schedules
    
    
    40Exhibit 23.1Exhibit 31.1Exhibit 32.1




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##### Table of Contents



PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
     
 Item 1.
    
    Business
 Overview
 ® ®
   1




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##### Table of Contents



Market Background and Market Drivers
 ®
 Capture, ingest, transform, index, manage, govern, deliver, and
report.
   Market Drivers
  
    
    Transition to digitized Internet Protocol (IP) distribution platform for information,
content and communication;
 
    
    Increase adoption of webcasting, streaming and video applications for business
efficiency;
 
    
    Increase in adoption of high-definition content demand drives the need for advanced
solutions;
 
    
    Proliferation of digital assets within media and entertainment, business, educational,
and government entities;
 
    
    Evolution of digital asset management with web content management creates increased
value for managing online presence;
    
    Increase in DAM technology within new markets such as advertising, publishing,
telecommunications and life sciences as new standards are adopted;
 
    
    Increase in advertising spend (TV vs. Web);
 
    
    The value proposition in terms of investment, efficiency, flexibility and speed
continues to increase demand on the enterprise side; and
 
    
    Rising adoption of mobile video worldwide is expected to drive the demand for efficient
video compression solutions and delivery solutions.
  2




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##### Table of Contents



How ViewCast Addresses the Market
  
    
    ViewCast is a streaming industry pioneer
 
    
    The streaming media industry was built on our first digital media
product line, Osprey® video capture cards
    
    More than 370,000 Osprey video capture cards have been deployed
globally
 
    
    ViewCast develops hardware and software products that transform, manage and deliver
digital video, audio, images and media files over broadband and mobile networks.
 
    
    ViewCast Media Platform VMp®  digital asset management software
    
    ViewCast Niagara®  encoding systems for video and audio
    
    ViewCast Osprey®  cards for capturing video and audio
 
    
    Our products simplify the complex workflowsrequired for the delivery of news, sports,
music and other video content to computers and mobile devices.
 
    
    We sell to broadcasters, businesses, educators and governments to repurpose their
content, reach new markets, expand their audiences and create new revenue streams.
 
    
    ViewCast has an expanded global business presence with a complete portfolio of solutions
that encompass live and on-demand video encoding, digital asset management and delivery
solutions.
 ViewCast Advantage
  
    
    Proprietary designs and proven performance,
    
    Third-party integration capabilities,
    
    Established relationships with other industry leaders,
    
    Broad portfolio of solutions:
 
    
    Capture Cards, Appliances, Software,
 
    
    Strong brand and product awareness:
 
    
    Osprey Cards, Niagara Encoders, ViewCast Media Platform software,
 
    
    Solutions for multiple markets, and multiple applications,
    
    Global presence, and
    
    Reputation for reliable, advanced technology and design:
 
    
    Controlled engineering & manufacturing process.
  3




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##### Table of Contents



Corporate Growth and Value
  
    
    Rapidly Growing Market. Media, enterprise, government, and network communication
sectors are adopting and allocating funds for digital media technologies;
 
    
    Profitability and Increasing Revenue.ViewCast believes that a focus on revenue and
market share growth, both organically and through acquisition, will enable us to realize
long-term profitability and enhanced stockholder value;
 
    
    Strong Products and Brand Equity. ViewCast is positioned for the market with well-known
solutions that appeal to a broad range of industries and continues investment in efficient
and selective product and feature development for increased ROI and acceptance in market;
 
    
    Sales Focus. Expanded and knowledgeable sales presence to address the large growing
global market through well-established and new worldwide indirect channels and large
account & OEM business development; and
 
    
    Maintain Capitalization and Efficient Operations.ViewCast expects to maintain
capitalization to sustain rapid growth in revenue and market share for working capital and
investing in growth areas of sales, marketing, and research and development.
 ViewCast Products and Services
  
    
    Osprey Video® line of capture cards,
 
    
    Niagara® line of video encoding systems and related SimulStream® and Niagara SCX®
software,
 
    
    ViewCast Media Platform (VMp) DAM software suite including ViewCast Media
Production,
 
    
    Professional services and support, and
 
    
    Other complementary products and technologies from leading providers.
  
    
    Ingest/Encode
 
    
    Index
 
    
    Transform
 
    
    Manage
 
    
    Search/Access
 
    
    Edit
 
    
    Workflow, and
 
    
    Deliver (Live or on-demand) to users and devices on delivery networks, such as
enterprise, web, IPTV, digital signage, and mobile.
  4




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##### Table of Contents



Osprey Video Products. ®
 
    
    Designed for video acquisition/capture/streaming
 
    
    Award-winning capture cards for streaming from the first card for Web streaming to
professional-quality cards for Internet TV:
 
    
    Analog /Digital Audio & Video
    
    Standard & High Definition
    
    PCI & PCI Express
    
    Composite, Component & SDI Video, Y/C, S-Video
    
    Balanced & Unbalanced Audio
 Niagara Streaming Systems and Software. ® ®
 
    
    Complete systems designed for live video streaming:
 
    
    Acquire, transform, and deliver video content to IP and mobile networks
    
    Dedicated, embedded operating systems, optimized for video encoding
 
    
    Features Niagara SCX® and SimulStream® software technology:
 
    
    Stream a single video source in multiple formats, bitrates and resolutions  simultaneously
 
    
    Configure & control encoding into multiple formats over the network
through an easy-to-use Web interface allowing scalability and remote access
  ViewCast Media Platform (VMp) Software.
  
    
    Comprehensive File Management
 
    
    Unlike other digital management solutions  the VMp software manages
dozens of audio and video formats, hundreds of image formats, Microsoft® Office
docs and Adobe® PDF files.
 
    
    Full-featured solution supports the needs of large enterprises, while
remaining flexible and affordable to serve the needs of small to medium businesses.
 
    
    Complete Life Cycle Management
 
    
    From ingest to delivery  the VMp software enables and automates
content production; manages distribution and publishing; controls access and usage
of content; significantly reduce costs.
    
    Includes live event management, which allows scheduling, recording and
delivery of live video from encoder and video sources on the network.
  5




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Marketing and Sales
  
    
    Broadcasters and Narrowcasters,
 
    
    Federal, State, and Local Government,
 
    
    Small, Medium, and Large Enterprises,
 
    
    Mobile and Wireline Carriers,
 
    
    Education and Training,
 
    
    Retail and Consumer Package Goods,
 
    
    Content Delivery Networks,
 
    
    Digital Signage Integrators, and
 
    
    Other industry verticals such as advertising, medical and insurance.
    Production and Supply
   6




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Installation, Service and Maintenance
   Research and Development
   Competition
   Patents, Copyrights, Trademarks and Proprietary Information
   7




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##### Table of Contents



® ® ® ® ®
   Government Regulation
  Personnel
  Item 1A.
    
    Risk Factors
  Item 1B.
    
    Unresolved Staff Comments
   8




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##### Table of Contents



Item 2.
    
    Properties
    
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
   9




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 Common Stock Price Range
  Common StockFiscal 2009
    
    High
    
    
    Low1st Quarter
    
    $
    0.41
    
    
    $
    0.302nd Quarter
    
    $
    0.40
    
    
    $
    0.283rd Quarter
    
    $
    0.34
    
    
    $
    0.154th Quarter
    
    $
    0.26
    
    
    $
    0.15
 Common StockFiscal 2010
    
    High
    
    
    Low1st Quarter
    
    $
    0.41
    
    
    $
    0.302nd Quarter
    
    $
    0.40
    
    
    $
    0.283rd Quarter
    
    $
    0.34
    
    
    $
    0.154th Quarter
    
    $
    0.26
    
    
    $
    0.15
  Dividend Policy
  Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
   10




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Purchases of Equity Securities by the Issuer and the Affiliated Purchasers
  
 Item 6.
    
    Selected Financial Data
  
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 ® ®
    11




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Financial Highlights of 2010
  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. We defer
revenue associated with maintenance and support contracts and recognize revenue ratably
over the contract term. Professional services revenue is recognized as provided.
 
    
    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.
 
    
    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.
  12




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Results of Operations
 Year Ended December 31, 2010 compared to Year Ended December 31, 2009.
 Net Sales .
 Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding Systems.
 Software Licenses and Other Revenues .
 Cost of Sales/Gross Profit .
  Selling, General and Administrative Expense .
 Research and Development Expense.
  13




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##### Table of Contents



Depreciation and Amortization Expense.
 Other Income and Expense
 Net Loss .
 Liquidity and Capital Resources
        14




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##### Table of Contents



Operating Leases
  Contractual Obligations
    
    (In thousands)and Commitments:
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalOperating leases
    
    $
    307
    
    
    $
    239
    
    
    $
    243
    
    
    $
    243
    
    
    $
    1,692
    
    
    $
    2,724$
    307
    
    
    $
    239
    
    
    $
    243
    
    
    $
    243
    
    
    $
    1,692
    
    
    $
    2,724
  15




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##### Table of Contents



Off Balance Sheet Arrangements
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
   16




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##### Table of Contents



Item 8.
    
    Financial Statements
 ViewCast.com, Inc. and Subsidiaries
Index to Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    18Consolidated Balance Sheets at December 31, 2009 and 2010
    
    
    19Consolidated Statements of Operations for the years ended December 31, 2009 and 2010
    
    
    20Consolidated Statements of Stockholders Equity (Deficit) for the years ended December
31, 2009 and 2010
    
    
    21Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2010
    
    
    22Notes to Consolidated Financial Statements
    
    
    23
  17




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18




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2009
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    368,151
    
    
    $
    1,648,476Accounts receivable, less allowance for doubtful accounts of
$69,767 and $76,436 at December 31, 2009 and 2010, respectively
    
    
    1,208,929
    
    
    
    2,204,125Inventories, net
    
    
    2,283,348
    
    
    
    2,215,249Prepaid expenses
    
    
    208,804
    
    
    
    278,928Total current assets
    
    
    4,069,232
    
    
    
    6,346,778Property and equipment, net
    
    
    575,032
    
    
    
    331,466Capitalized software development costs, net
    
    
    1,364,418
    
    
    
    982,503Goodwill
    
    
    620,002
    
    
    
    620,002Intangible assets, net
    
    
    170,717
    
    
    
    163,247Deposits
    
    
    48,433
    
    
    
    32,637Total assets
    
    $
    6,847,834
    
    
    $
    8,476,633LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Line of credit
    
    $
    92,321
    
    
    $
    1,041,478Accounts payable
    
    
    730,395
    
    
    
    1,078,639Accrued expenses and other current liabilities
    
    
    1,033,167
    
    
    
    1,129,650Current maturities of long-term debt and stockholder notes payable
    
    
    157,133
    
    
    
    284,523Total current liabilities
    
    
    2,013,016
    
    
    
    3,534,290Long-term debt, less current maturities
    
    
    46,698
    
    
    
    26,464Stockholder notes payable, less current maturities
    
    
    5,012,827
    
    
    
    4,755,759Total liabilities
    
    
    7,072,541
    
    
    
    8,316,513Commitments and contingenciesStockholders equity (deficit):Preferred stock, $0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares - 800,000 - liquidation value
of $16 and 17 per share as of December 31, 2009 and 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 2010, respectively
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares - 80,000 - liquidation value
of $105 and $107 per share as of December 31, 2009 and 2010 respectively
    
    
    8
    
    
    
    8Common stock, $.0001 par value, authorized 100,000,000 shares;
issued shares -36,126,306 and 39,277,815 at December 31, 2009
and 2010, respectively
    
    
    3,613
    
    
    
    3,927Additional paid-in capital
    
    
    71,705,762
    
    
    
    72,641,272Accumulated deficit
    
    
    (71,922,284
    )
    
    
    (72,473,281
    )Treasury stock, 261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders equity (deficit)
    
    
    (224,707
    )
    
    
    160,120Total liabilities and stockholders equity (deficit)
    
    $
    6,847,834
    
    
    $
    8,476,633
   19




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year ended December 31,2009
    
    
    2010Net revenue
    
    $
    13,905,860
    
    
    $
    17,335,953Cost of revenue
    
    
    5,123,186
    
    
    
    6,862,265Gross profit
    
    
    8,782,674
    
    
    
    10,473,688Operating expenses:Selling, general and administrative
    
    
    7,624,962
    
    
    
    6,288,956Research and development
    
    
    3,032,215
    
    
    
    3,755,971Depreciation and amortization
    
    
    789,428
    
    
    
    805,510Total operating expenses
    
    
    11,446,605
    
    
    
    10,850,437Operating loss
    
    
    (2,663,931
    )
    
    
    (376,749
    )Other income (expense):Interest expense (including $154,426 and $82,966
to related parties)
    
    
    (162,831
    )
    
    
    (185,741
    )Interest income
    
    
    4,666
    
    
    
    988Other
    
    
    3,975
    
    
    
    5,505Total other expense, net
    
    
    (154,190
    )
    
    
    (179,248
    )Net loss before income taxes
    
    
    (2,818,121
    )
    
    
    (555,997
    )Income tax benefit
    
    
    17,774
    
    
    
    5,000NET LOSS
    
    $
    (2,800,347
    )
    
    $
    (550,997
    )Preferred stock dividends
    
    
    (820,000
    )
    
    
    (820,000
    )Net loss applicable to common stockholders
    
    $
    (3,620,347
    )
    
    $
    (1,370,997
    )Net loss per shareBasic
    
    $
    (0.10
    )
    
    $
    (0.04
    )Diluted
    
    $
    (0.10
    )
    
    $
    (0.04
    )Weighted average number of common shares outstandingBasic
    
    
    35,171,107
    
    
    
    36,046,372Diluted
    
    
    35,171,107
    
    
    
    36,046,372
   20




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 YEARS ENDED DECEMBER 31, 2009 AND 2010
 Series B
    
    
    Series C
    
    
    Series EConvertible
    
    
    Convertible
    
    
    Convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    Equity (Deficit)Balances, December 31, 2008
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    32,419,886
    
    
    $
    3,242
    
    
    $
    70,153,562
    
    
    $
    (69,121,937
    )
    
    $
    (11,906
    )
    
    $
    1,023,069Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,280
    
    
    
    
    
    
    
    
    
    
    
    195,280Employee stock purchase plan issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,106
    
    
    
    6
    
    
    
    14,435
    
    
    
    
    
    
    
    
    
    
    
    14,441Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    1
    
    
    
    2,849
    
    
    
    
    
    
    
    
    
    
    
    2,850Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500,000
    
    
    
    250
    
    
    
    939,750
    
    
    
    
    
    
    
    
    
    
    
    940,000Stock issuance for acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,141,314
    
    
    
    114
    
    
    
    399,886
    
    
    
    
    
    
    
    
    
    
    
    400,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,800,347
    )
    
    
    
    
    
    
    (2,800,347
    )Balances, 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,971
    
    
    
    
    
    
    
    
    
    
    
    155,971Employee stock purchase plan issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,603
    
    
    
    5
    
    
    
    9,848
    
    
    
    
    
    
    
    
    
    
    
    9,853Stock issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147,059
    
    
    
    14
    
    
    
    24,986
    
    
    
    
    
    
    
    
    
    
    
    25,000Stock issued in private placement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,950,847
    
    
    
    295
    
    
    
    744,705
    
    
    
    
    
    
    
    
    
    
    
    745,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (550,997
    )
    
    
    
    
    
    
    (550,997
    )Balances, December 31, 2010
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    39,277,815
    
    
    $
    3,927
    
    
    $
    72,641,272
    
    
    $
    (72,473,281
    )
    
    $
    (11,906
    )
    
    $
    160,120
   21




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##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year endedDecember 31,2009
    
    
    2010Operating activities:Net loss
    
    $
    (2,800,347
    )
    
    $
    (550,997
    )Adjustments to reconcile net loss to net cash
used in operating activities:Bad debt expense (gain)
    
    
    (175
    )
    
    
    6,669Depreciation of property and equipment
    
    
    446,729
    
    
    
    364,510Amortization of software and intangible assets
    
    
    342,699
    
    
    
    440,999Warranty reserve expense
    
    
    44,808
    
    
    
    34,030Stock based compensation expense
    
    
    195,280
    
    
    
    155,971Common stock issued to vendor for services
    
    
    
    
    
    
    25,000Loss (gain) on disposition of property and equipment
    
    
    973
    
    
    
    (5,505
    )Changes in operating assets and liabilities: (net of effect of acquisition)Accounts receivable
    
    
    1,606,223
    
    
    
    (1,001,865
    )Inventories
    
    
    540,888
    
    
    
    68,099Prepaid expenses
    
    
    143,700
    
    
    
    (70,124
    )Deposits
    
    
    (256
    )
    
    
    15,796Accounts payable
    
    
    (376,497
    )
    
    
    348,245Accrued expenses and other current liabilities
    
    
    (454,861
    )
    
    
    62,453Stockholder accrued interest
    
    
    (169,846
    )
    
    
    Net cash used in operating activities
    
    
    (480,682
    )
    
    
    (106,719
    )Investing activities:Capitalized software development costs and patents
    
    
    (520,806
    )
    
    
    (51,614
    )Purchase of property and equipment
    
    
    (195,458
    )
    
    
    (111,111
    )Cash paid for acquisition
    
    
    (1,031,422
    )
    
    
    Proceeds from disposition of property and equipment
    
    
    
    
    
    
    5,895Net cash used in investing activities
    
    
    (1,747,686
    )
    
    
    (156,830
    )Financing activities:Proceeds from sale of common stock
    
    
    14,441
    
    
    
    754,853Proceeds from exercise of employee stock options
    
    
    2,850
    
    
    
    Net proceeds from exercise of warrants
    
    
    940,000
    
    
    
    Net proceeds from line of credit
    
    
    92,321
    
    
    
    949,157Repayments of long-term debt including $128,534 to related party in 2010
    
    
    (32,776
    )
    
    
    (160,136
    )Net cash provided by financing activities
    
    
    1,016,836
    
    
    
    1,543,874Net increase (decrease) in cash and cash equivalents
    
    
    (1,211,532
    )
    
    
    1,280,325Cash and cash equivalents, beginning of year
    
    
    1,579,683
    
    
    
    368,151Cash and cash equivalents, end of year
    
    $
    368,151
    
    
    $
    1,648,476Supplemental cash flow information:Cash paid for interest
    
    $
    332,677
    
    
    $
    185,741Non-cash items:Stock issued for acquisition
    
    $
    400,000
    
    
    $
    Acquisition of property and equipment under capital leases
    
    $
    39,403
    
    
    $
    10,224
   22




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##### Table of Contents



ViewCast.com, Inc.
 
 Notes to the Consolidated Financial Statements
 1. The Company and Description of Business and Future Liquidity Needs
 ® ®
   2. Summary of Significant Accounting Policies
 Principles of Consolidation
   23




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 Cash and Cash Equivalents
   Accounts Receivable
   Year ended December 31,2009
    
    
    2010Beginning balance
    
    $
    82,317
    
    
    $
    69,767Bad debt expense (recoveries)
    
    
    (175
    )
    
    
    6,669Uncollectible accounts written off
    
    
    (12,375
    )
    
    
    Ending balance
    
    $
    69,767
    
    
    $
    76,436
 Inventories
  Property and Equipment
   24




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 Capitalized Software Development Costs
  Intangible Assets and Amortization
   December 31, 2009
    
    
    December 31, 2010Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    amortization
    
    
    amount
    
    
    amortizationCustomer Lists
    
    $
    60,000
    
    
    $
    9,581
    
    
    $
    60,000
    
    
    $
    21,581Non-Compete agreements
    
    
    24,000
    
    
    
    6,387
    
    
    
    24,000
    
    
    
    14,387Patents
    
    
    124,665
    
    
    
    21,980
    
    
    
    145,200
    
    
    
    29,985$
    208,665
    
    
    $
    37,948
    
    
    $
    229,200
    
    
    $
    65,953
  2011
    
    $
    28,5272012
    
    
    22,1402013
    
    
    20,5272014
    
    
    10,9462015
    
    
    8,527Thereafter
    
    
    72,580$
    163,247
  Impairment of Long-Lived Assets
  Goodwill
   25




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 Revenue Recognition
   Taxes Collected From Customers and Remitted To Government Authorities
  Shipping and Handling Costs
  Net Earnings Per Share
  Year Ended December 31,2009
    
    
    2010Net loss applicable to common stockholders
 numerator for basic and diluted loss per share
    
    $
    (3,620,347
    )
    
    $
    (1,370,997
    )Weighted  average common shares outstanding  denominator for
basic loss per share
    
    
    35,171,107
    
    
    
    36,046,372Net loss per share:Basic
    
    $
    (0.10
    )
    
    $
    (0.04
    )Diluted
    
    $
    (0.10
    )
    
    $
    (0.04
    )
  26




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
   Stock options
    
    
    4,554,881
    
    
    
    4,670,291Public and private warrants
    
    
    2,500,000
    
    
    
    Convertible 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
 Warranty Reserves
   Year ended December 31,2009
    
    
    2010Beginning balance
    
    $
    199,446
    
    
    $
    155,850Charged to expense
    
    
    44,808
    
    
    
    34,030Usage
    
    
    (88,404
    )
    
    
    (33,962
    )Ending balance
    
    $
    155,850
    
    
    $
    155,918
 Risk and Uncertainties
  Customer Exceeding 10%
    
    
    Customer Exceeding 10% of Year-Endof Net Sales
    
    
    Accounts Receivable BalanceNumber of
    
    
    Combined
    
    
    Number of
    
    
    CombinedYear
    
    Customers
    
    
    Percent
    
    
    Customers
    
    
    Percent2009
    
    
    3
    
    
    
    39
    %
    
    
    2
    
    
    
    42
    %2010
    
    
    3
    
    
    
    49
    %
    
    
    3
    
    
    
    58
    %
    27




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 Use of Estimates
  Income Taxes
  Advertising Costs
  Fair Value of Financial Instruments
  Stock-Based Compensation
   Year EndedDecember 31,2009
    
    
    2010Expected volatility
    
    
    132
    %
    
    
    132
    %Risk-free interest rate
    
    
    2.81
    %
    
    
    2.62
    %Expected dividends
    
    
    0.0
    %
    
    
    0.0
    %Expected term in years
    
    
    4.48
    
    
    
    4.58
  28




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 3. Acquisition
   Accounts receivable
    
    $
    160,760Prepaid expenses
    
    
    415Software
    
    
    850,000Customer related intangible assets
    
    
    60,000Non-compete agreements
    
    
    24,000Goodwill
    
    
    620,002Property and equipment
    
    
    15,583Total assets acquired
    
    
    1,730,760Liabilities assumed
    
    
    (299,338
    )Net assets acquired
    
    $
    1,431,422
   Year endedDecember 31,2009(Unaudited)Net sales
    
    $
    14,066,487Net loss applicable to common stockholders
    
    $
    (2,807,661
    )Basic and diluted net loss per common share applicable to common stockholders
    
    $
    (0.08
    )Weighted average number of common shares outstandingBasic
    
    
    35,396,243Diluted
    
    
    35,396,243
  29




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 4. Inventories
  December 31,2009
    
    
    2010Purchased materials
    
    $
    1,077,135
    
    
    $
    1,073,360Finished goods
    
    
    1,330,783
    
    
    
    1,433,645Inventory obsolescence reserve
    
    
    (124,570
    )
    
    
    (291,756
    )$
    2,283,348
    
    
    $
    2,215,249
 5. Property and Equipment
  EstimatedUseful Life
    
    
    December 31,(Years)
    
    
    2009
    
    
    2010Service equipment
    
    
    3
    
    
    $
    242,362
    
    
    $
    242,362Computer equipment
    
    
    2 to 7
    
    
    
    497,139
    
    
    
    579,059Software
    
    
    3 to 5
    
    
    
    207,531
    
    
    
    207,908Leasehold improvements
    
    
    1 to 5
    
    
    
    172,697
    
    
    
    174,429Office furniture and equipment
    
    
    5 to 7
    
    
    
    1,284,884
    
    
    
    1,319,2382,404,613
    
    
    
    2,522,996Less accumulated depreciation and
amortization
    
    
    
    
    
    
    (1,829,581
    )
    
    
    (2,191,530
    )$
    575,032
    
    
    $
    331,466
 6. Accrued expenses and other current liabilities
  December 31,2009
    
    
    2010Accrued compensation
    
    $
    123,882
    
    
    $
    207,189Accrued warranty
    
    
    155,850
    
    
    
    155,918Accrued inventory purchases
    
    
    50,450
    
    
    
    75,983Customer deposits
    
    
    28,919
    
    
    
    57,164Deferred rent
    
    
    46,258
    
    
    
    15,386Deferred revenue
    
    
    353,458
    
    
    
    426,929Accrued taxes and other
    
    
    274,350
    
    
    
    191,081$
    1,033,167
    
    
    $
    1,129,650
  30




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 7. Line of Credit
  8. Long-term Debt
 Stockholder Term Notes
   December 31,2009
    
    
    2010Outstanding Primary Principal Amount
    
    $
    1,250,000
    
    
    $
    1,121,466Outstanding Secondary Principal Amount
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    75,297
    
    
    
    53,919Total long-term debt
    
    
    5,216,658
    
    
    
    5,066,746Less current maturities
    
    
    (157,133
    )
    
    
    (284,523
    )Total long-term debt, less current maturities
    
    $
    5,059,525
    
    
    $
    4,782,223
  31




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
  Year ended December 31,
20112011
    
    $
    284,5232012
    
    
    4,780,1832013
    
    
    2,040$
    5,066,746
 9. Income Taxes
   Year ended December 31,2009
    
    
    2010Deferred tax assets (liability):Net operating loss carryforwards
    
    $
    26,787,000
    
    
    $
    26,731,000Deferred revenue
    
    
    130,000
    
    
    
    158,000Goodwill and other intangibles
    
    
    (9,000
    )
    
    
    (19,000
    )Stock based compensation
    
    
    145,000
    
    
    
    202,000Inventory reserve
    
    
    46,000
    
    
    
    108,000Allowance for doubtful accounts
    
    
    26,000
    
    
    
    28,000Accrued liabilities
    
    
    121,000
    
    
    
    120,000Property and equipment
    
    
    36,000
    
    
    
    75,000Software development costs
    
    
    (140,000
    )
    
    
    (64,000
    )Total deferred tax assets
    
    
    27,142,000
    
    
    
    27,339,000Less: valuation allowance
    
    
    (27,142,000
    )
    
    
    (27,339,000
    )Net deferred taxes
    
    $
    
    
    
    $
    
  Year ended December 31,2009
    
    
    2010U.S. federal statutory rate applied to pretax income
    
    $
    (1,032,000
    )
    
    $
    (206,000
    )Change in valuation allowance
    
    
    1,014,000
    
    
    
    197,000Other
    
    
    
    
    
    
    4,000$
    (18,000
    )
    
    $
    (5,000
    )
   32




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 10. Stockholders Equity
 Preferred Stock
      Common Stock
    33




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 Stock Option Plan
    Stock OptionsWeighted-Exercise
    
    
    AverageNumber
    
    
    Price Per
    
    
    Exercise Priceof Shares
    
    
    Share
    
    
    Per ShareOutstanding at January 1, 2009
    
    
    4,065,935
    
    
    $
    0.20 - $7.14
    
    
    $
    1.42Granted
    
    
    1,587,500
    
    
    
    0.33 - 0.33
    
    
    
    0.33Exercised
    
    
    (10,000
    )
    
    
    0.29 - 0.29
    
    
    
    0.29Canceled/forfeited
    
    
    (1,480,972
    )
    
    
    0.29 - 7.14
    
    
    
    2.78Outstanding at December 31, 2009
    
    
    4,162,463
    
    
    $
    0.20 -$3.52
    
    
    $
    0.52Granted
    
    
    1,800,000
    
    
    
    0.17 - 0.27
    
    
    
    0.19Canceled/forfeited
    
    
    (1,175,378
    )
    
    
    0.17 - 3.52
    
    
    
    0.45Outstanding at December 31, 2010
    
    
    4,787,085
    
    
    $
    0.17 -$1.09
    
    
    $
    0.41
   34




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
  Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExercisePrices
    
    2010
    
    
    Life
    
    
    Price
    
    
    2010
    
    
    Price$0.01  1.00
    
    
    4,312,335
    
    
    
    4.7
    
    
    $
    0.33
    
    
    
    2,789,420
    
    
    $
    0.391.01  1.09
    
    
    474,750
    
    
    
    0.2
    
    
    
    1.09
    
    
    
    474,750
    
    
    
    1.094,787,085
    
    
    
    4.3
    
    
    
    0.41
    
    
    
    3,264,170
    
    
    
    0.49
  Employee Stock Purchase Plan
    Warrants
   35




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 11. Employee Benefit Plan
  12. Commitments and Contingencies
  OperatingLeasesYear ended December 31:2011
    
    $
    306,8402012
    
    
    238,7312013
    
    
    243,3202014
    
    
    242,788Thereafter
    
    
    1,691,734Total minimum lease payments
    
    $
    2,723,413
  13. Related Party Transactions
     36




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements - Continued
 14. Current Economic Conditions
     37




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
        38




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##### Table of Contents



Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Equity Compensation Plan Information
  Number of securities
    
    
    
    
    
    
    Number of securitiesto be issued upon
    
    
    
    
    
    
    remaining available for futureexercise of
    
    
    Weighted-average
    
    
    issuance under equityoutstanding
    
    
    exercise price of
    
    
    compensation plans (excludingoptions, warrants and
    
    
    outstanding options,
    
    
    securities reflected in columnrights
    
    
    warrants and rights
    
    
    (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity
compensation
plans approved
by security
holders
    
    
    4,787,085
    
    
    $
    0.41
    
    
    
    3,264,170Equity
compensation
plans not
approved by
security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,787,085
    
    
    $
    0.41
    
    
    
    3,264,170
 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accountant Fees and Services
   39




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##### Table of Contents



Item 15.
    
    Exhibits and Financial Statement Schedules.
 (a)
    
    Documents filed as part of the Report:
 1.
    
    Financial Statements:
Consolidated Balance Sheets at December 31, 2009 and 2010
Consolidated Statements of Operations for the years ended December 31, 2009 and 2010
Consolidated Statements of Stockholders Equity (Deficit) for the years ended December
31, 2009 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2010
Notes to Consolidated Financial Statements.2.
    
    All other schedules are omitted because of they are not required or because the
required information is given in the consolidated financial statements or notes
thereto.3.
    
    Exhibits:
 
 EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit2.1
    
    
    Agreement and Plan of Merger and Reorganization (1)2.2
    
    
    Asset Purchase Agreement between ViewCast.com, Inc. and Ancept Media Server, LLC, dated
March 5, 2009 (26)2.3
    
    
    First Amendment to Asset Purchase Agreement between ViewCast.com, Inc. and Ancept Media
Server, LLC, dated March 13, 2009 (26)3.1
    
    
    Certificate of Incorporation (1)3.2
    
    
    Amendment to Certificate of Incorporation (1)3.3
    
    
    Restated Bylaws (4)3.4
    
    
    Certificate of Designation of Series B Convertible Preferred Stock (2)3.5
    
    
    Certificate of Designation of Series C Convertible Preferred Stock (6)3.6
    
    
    Certificate of Designation of Series D Redeemable Convertible Preferred Stock (7)3.7
    
    
    Certificate of Designation of Series E Convertible Redeemable Preferred Stock (20)4.1
    
    
    Form of Common Stock Certificate (1)4.2
    
    
    Form of Warrant Certificate (1)4.3
    
    
    Form of Warrant Agreement between ViewCast and Continental Stock Transfer & Trust Company
(1)4.4
    
    
    Form of Representatives Warrant Agreement (1)4.5
    
    
    Notice of Extension of Warrant Expiration Date and Exercise Price Adjustment (5)4.6
    
    
    Warrant Issued to Ardinger Family Partnership, LTD (20)10.1
    
    
    Form of Indemnification Agreement between ViewCast and Executive Officers and Directors (1)10.2
    
    
    Working Capital Line of Credit Loan Agreement between ViewCast and the Ardinger Family
Partnership, LTD (3)10.3
    
    
    Sublease Agreement between ViewCast and Host Communications, Inc. (6)10.4
    
    
    Reserved.
  40




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.5
    
    
    Revolving Loan Agreement between MMAC Communications Corp. and Keltic Financial Partners,
LP dated as of October 11, 2002 (7)10.6
    
    
    Guarantee of Payment and Performance from ViewCast.com, Inc. to Keltic Financial Partners,
LP dated as of October 11, 2002 (7)10.7
    
    
    Subordination Agreement by and among Keltic Financial Partners, LP, MMAC Communications
Corp. and ViewCast.com, Inc. dated as of October 11, 2002 (7)10.8
    
    
    General Security Agreement by and between MMAC Communications Corp. and Keltic Financial
Partners, LP dated as of October 11, 2002 (7)10.9
    
    
    Revolving Note by MMAC Communications Corp. in favor of Keltic Financial Partners, LP dated
as of October 11, 2002 (7)10.10
    
    
    ViewCast.com, Inc. 2005 Stock Incentive Plan (14)10.11
    
    
    ViewCast.com, Inc. 2005 Employee Stock Purchase Plan (15)10.12
    
    
    Reserved.10.13
    
    
    Reserved.10.14
    
    
    Reserved.10.15
    
    
    Form of Amended and Restated Security Agreement dated October 15, 2003 between
ViewCast.com, Inc. and the Ardinger Family Partnership, LTD (8)10.16
    
    
    Form of Amended and Restated Pledge Agreement dated October 15, 2003 between ViewCast.com,
Inc. and the Ardinger Family Partnership, LTD (8)10.17
    
    
    Form of First Amendment to the Revolving Loan Agreement dated October 11, 2003 between
Delta Computec Inc. and Keltic Financial Partners, LP (8)10.18
    
    
    Reserved.10.19
    
    
    Reserved.10.20
    
    
    Third Amendment dated as of December 10, 2004 to Revolving Loan Agreement between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002 (9)10.21
    
    
    Fourth Amendment dated as of January 10, 2005 to Revolving Loan Agreement between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002 (9)10.22
    
    
    Fifth Amendment dated as of February 15, 2005 to Revolving Loan Agreement between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002 (9)10.23
    
    
    Notice of Lower Temporary Conversion Price dated March 21, 2005 (10)10.24
    
    
    Letter Agreement Amending Revolving and Term Credit Facility dated March 22, 2005 (10)10.25
    
    
    Sixth Amendment, dated as if April 15, 2005, to Revolving Loan Agreement Between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002 (11)10.26
    
    
    Seventh Amendment, dated as if July 15, 2005, to Revolving Loan Agreement Between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002 (12)10.27
    
    
    Letter Agreement Amending Revolving and Term Credit Facility dated July 22, 2005 (13)10.28
    
    
    Eighth Amendment, dated as if October 11, 2005, to Revolving Loan Agreement Between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002 (16)10.29
    
    
    Reserved.
  41




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##### Table of Contents



Exhibit No.

    
    Description of Exhibit10.30
    
    
    Office Lease Agreement between ViewCast and TR Plano Parkway Partners, L.P. (17)10.31
    
    
    Letter Agreement Amending Revolving and Term Credit Facility dated March 20, 2006 (18)10.32
    
    
    Office Lease Agreement between ViewCast and Valwood Centreport, LP (19)10.33
    
    
    Registration Rights Agreement by and among ViewCast and Ardinger Family Partnership, Ltd.
Dated as of December 11, 2006 (20)10.34
    
    
    Second Amended Loan and Security Agreement dated as of December 11, 2006 (20)10.35
    
    
    Exchange Agreement dated as of December 11, 2006 by and among ViewCast, Osprey
Technoligies, Inc. and Videoware, Inc. and Ardinger Family Partnership, Ltd. (20)10.36
    
    
    Employment Agreement by and between ViewCast Corporation and David T. Stoner effective as
of March 1, 2007 (21)10.37
    
    
    2007 Executive Incentive Compensation Plan for David T. Stoner (21)10.38
    
    
    Employment Agreement by and between ViewCast Corporation and Laurie L. Latham effective as
of March 1, 2007 (21)10.39
    
    
    2007 Executive Incentive Compensation Plan for Laurie L. Latham (21)10.40
    
    
    Purchase and Sale Agreement/Security Agreement by and among ViewCast.com, Inc., Osprey
Technologies, Inc., Videoware, Inc. and Amegy Bank National Association, dated June 29,
2007 (22)10.41
    
    
    Amendment to Purchase and Sale Agreement/Security Agreement by and among ViewCast.com,
Inc., Osprey Technologies, Inc., Videoware, Inc. and Amegy Bank National Association, dated
June 29, 2007 (22)10.42
    
    
    Employment Agreement by and between ViewCast.com, Inc. and Gary Klembara effective
September 1, 2007 (23)10.43
    
    
    First Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc. (24)10.44
    
    
    First Amendment to Warrant to Purchase Common Stock by and between ViewCast.com, Inc. and
Ardinger Family Partnership, Ltd., dated February 27, 2009. (25)10.45
    
    
    Second Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc. (28)10.46
    
    
    Third Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc. (29)10.47
    
    
    Subscription agreement by and between ViewCast.com, Inc. and John J. Scamardella, dated
December 30, 2010. (30)10.48
    
    
    Subscription agreement by and between ViewCast.com, Inc. and Stuart Barab, dated December
30, 2010. (30)10.49
    
    
    Subscription agreement by and between ViewCast.com, Inc. and Lionel L. Dace, dated December
30, 2010. (30)10.50
    
    
    Subscription agreement by and between ViewCast.com, Inc. and John A. Doyle, dated December
30, 2010. (30)10.51
    
    
    Subscription agreement by and between ViewCast.com, Inc. and Diana L. Brandenburg, dated
December 30, 2010. (30)10.52
    
    
    Subscription agreement by and between ViewCast.com, Inc. and David W. Brandenburg, dated
December 30, 2010. (30)
  42




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##### Table of Contents



Exhibit No.

    
    Description of Exhibit21.1
    
    
    Subsidiaries of ViewCast.com, Inc. (1)23.1
    
    
    Consent of BKD, LLP*31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certifications *32.1
    
    
    Statement 1350 Certifications *
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Registration Statement on Form SB-2 and all amendments
thereto as declared effective on February 4, 1997(2)
    
    Incorporated by reference to Form 8-K filed March 15, 1999.(3)
    
    Incorporated by reference to Form 10-KSB filed March 26, 1999.(4)
    
    Incorporated by reference to Form S-3 filed June 30, 2000.(5)
    
    Incorporated by reference to Form 8-K filed January 23, 2002.(6)
    
    Incorporated by reference to Form 10-K filed April 16, 2002.(7)
    
    Incorporated by reference to Form 8-K filed October 25, 2002.(8)
    
    Incorporated by reference to Form 10-QSB filed November 14, 2003.(9)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(10)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(11)
    
    Incorporated by reference to Form 8-K filed April 21, 2005.(12)
    
    Incorporated by reference to Form 8-K filed July 18, 2005.(13)
    
    Incorporated by reference to Form 8-K filed July 27, 2005.(14)
    
    Incorporated by reference to Appendix A to Proxy Statement filed September 9, 2005.(15)
    
    Incorporated by reference to Appendix B to Proxy Statement filed September 9, 2005.(16)
    
    Incorporated by reference to Form 8-K filed October 17, 2005.(17)
    
    Incorporated by reference to Form 8-K filed January 17, 2006.(18)
    
    Incorporated by reference to Form 8-K filed March 23, 2006.(19)
    
    Incorporated by reference to Form 8-K filed November 2, 2006.(20)
    
    Incorporated by reference to Form 8-K filed December 15, 2006.(21)
    
    Incorporated by reference to Form 10-KSB/A filed April 30, 2007.(22)
    
    Incorporated by reference to Form 8-K filed July 6, 2007.(23)
    
    Incorporated by reference to Form 8-K filed September 5, 2007.(24)
    
    Incorporated by reference to Form 8-K filed November 4, 2008.(25)
    
    Incorporated by reference to Form 8-K filed March 5, 2009.(26)
    
    Incorporated by reference to Form 8-K filed March 23, 2009.(27)
    
    Incorporated by reference to Form 10-KSB filed March 30, 2004.(28)
    
    Incorporated by reference to Form 8-K filed August 5, 2009.(29)
    
    Incorporated by reference to Form 8-K filed March 15, 2010.(30)
    
    Incorporated by reference to Form 8-K filed January 6, 2011  43




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##### Table of Contents



SIGNATURES
 
 Date
    
    ViewCast.com, Inc.March 31, 2011
    
    By:
    
    /s/ Laurie L. Latham

Laurie L. LathamChief Financial Officer and Senior Vice President of Finance and
Administration
    DateMarch 31, 2011
    
    By:
    
    /s/ David T. Stoner

David T. StonerDirector and Chief Executive Officer(Principal Executive Officer)March 31, 2011
    
    By:
    
    /s/ Laurie L. Latham

Laurie L. LathamChief Financial Officer and Senior Vice President of Finance and Administration(Principal Accounting and Financial Officer)March 31, 2011
    
    By:
    
    /s/ George C. Platt

George C. PlattDirectorMarch 31, 2011
    
    By:
    
    /s/ Joseph W. Autem

Joseph W. AutemDirectorMarch 31, 2011
    
    By:
    
    /s/ Sherel D. Horsley

Sherel D. HorsleyDirectorMarch 31, 2011
    
    By:
    
    /s/ John W. Slocum, Jr.

John W. Slocum, Jr.DirectorMarch 31, 2011
    
    By:
    
    /s/ David W. Brandenburg

David W. BrandenburgDirector
  44




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##### Table of Contents



EXHIBIT INDEX FOR DOCUMENTS FILED WITH THIS REPORT
 ExhibitNo.
    
    Description of Exhibit23.1
    
    
    Consent of BKD, LLP31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certifications32.1
    
    
    Section 1350 Certifications