##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-KSB
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2006.
 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 Incorporation or 
Organization)
    
    (I.R.S. Employer
Identification No.)3701 W. Plano Parkway, Suite 300, Plano, TX
    
    75075(Address of Principal Executive Offices)
    
    (Zip Code)
  
   Common Stock, $.0001 par value
 o
 þ o
 þ
 o þ
 State issuers revenues for its most recent fiscal year.
    

$
    13,981,096
    o þ




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##### 



TABLE OF CONTENTS
 Item
    
    
    
    PageNo.
    
    
    
    No.Part I1.
    
    Description of Business
    
    
    32.
    
    Description of Property
    
    
    93.
    
    Legal Proceedings
    
    
    94.
    
    Submission of Matters to a Vote of Security Holders
    
    
    9Part II5.
    
    Market For Common Equity and Related Stockholder Matters
    
    
    106.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    117.
    
    Financial Statements
    
    
    208.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    428A.
    
    Controls and Procedures
    
    
    428B.
    
    Other Information
    
    
    42Part III9.
    
    Directors, Executive Officers, Promoters, Control Person and
Corporate Governance; Compliance with Section 16(a) of the
Exchange Act
    
    
    4310.
    
    Executive Compensation
    
    
    4311.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    4312.
    
    Certain Relationships and Related Transactions, and Director
Independence
    
    
    4313.
    
    Exhibits
    
    
    4414.
    
    Principal Accountant Fees and Services
    
    
    48Consent of KBA Group LLPConsent of Grant Thornton LLPRule 13a-14(a)/15d-14(a) CertificationsStatement 1350 Certifications




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PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
 Item 1. Description of Business
 Overview
 ® ®
   3




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Industry Background and Market Drivers
    
    
    The return on investment for deployment of media streaming solutions appears to drive
deployments from both the technology standpoint and from the perspective of customer
demand. Customers want to access media content over the Internet and are willing to pay
for it and/or to allow advertisements.
    
    Simultaneously technology enhancements such as higher compression rates, better caching,
smart control of bandwidth utilization and higher resolution will likely spur further
growth as the viewing experience for end-users gets better.
    
    Online video-on-demand based business models are expected to drive further penetration
of streaming platforms. Various entertainment portals and media companies are entering the
market to convert the Internet into a profitable medium.
    
    The value proposition in terms of investment, flexibility and speed has started to
increase demand on the enterprise side. The main applications for this market segment are
in corporate communications and training.
  4




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How ViewCast Addresses the Industry
   Internet
    
    
    
    Corporate
    
    
    
    Distance
    
    SecurityTV
    
    Webcasting
    
    Comm.
    
    Training
    
    Learning
    
    SurveillanceNews, Sports,
Entertainment
    
    V
    
    VEnterprise
    
    
    
    V
    
    V
    
    V
    
    
    
    VGovernment
    
    V
    
    V
    
    V
    
    V
    
    
    
    VEducation
    
    V
    
    V
    
    V
    
    V
    
    V
    
    VReligion
    
    V
    
    V
    
    
    
    V
    
    V
 Drivers for Growth and Value
 
    
    Rapidly Growing Market. Media, enterprise, government, and network communication
sectors are rapidly adopting and allocating funds for digital media technologies due to the
increase in broadband penetration and customer demand for Internet-delivered media.
    
    Strong Products and Brand Equity. ViewCast is positioned for the market with well
known products that appeal to a broad range of industries and to continue investment in
research and development projects.
    
    Two-Pronged Sales Focus. Well established worldwide indirect channels and large
account & OEM business development.
    
    Industry/Technology Relationships. ViewCast product strategies leverage key marketing
and development relationships with notable technology industry leaders.
    
    Profitability and Increasing Revenue.Viewcast believes that a focus on revenue and
market share growth will enable us to realize long-term profitability and enhanced
shareholder value.
    
    Maintain Efficient Operations.We will continue to monitor expenses during 2007.
    
    Continue to Increase and Enhance Our Industry and Technology Relationships.We have
established significant industry partnerships with leaders in the technology and video
industry. We intend to strengthen these partnerships and continue to establish new
partnerships to enhance endorsements, referrals, technology, product development, channel
distribution, and sales. We seek companies who can add valuable services, technology or
bundling opportunities to our product offerings with the potential of future
co-development, merger or acquisition by ViewCast.
 5




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ViewCast Products and Services
  Osprey Video Products.
  Niagara Streaming Systems.
    Marketing and Sales
   6




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Production and Supply
   Installation, Service and Maintenance
   Research and Development
   7




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Competition
   Patents, Copyrights, Trademarks and Proprietary Information
     Government Regulation
  Employees
  8




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Item 2. Description of Property
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Number of
    
    Number of
    
    Number of
    
    BrokerNominees
    
    Votes For
    
    Votes Against
    

Votes Abstaining
    
    Non-VotesGeorge C. Platt
    
    
    21,299,071
    
    
    
    417,320
    
    
    
    199,914
    
    
    
    662,807Joseph Autem
    
    
    21,686,626
    
    
    
    29,765
    
    
    
    199,914
    
    
    
    662,807Sherel Horsley
    
    
    21,686,526
    
    
    
    29,865
    
    
    
    199,914
    
    
    
    662,807John Slocum, Jr.
    
    
    21,685,906
    
    
    
    30,485
    
    
    
    199,914
    
    
    
    662,807
  Number of Votes
    
    Number of Votes
    
    Number of Votes
    
    BrokerFor
    
    Against
    
    Abstaining
    
    Non-Votes21,846,728
    
    43,202
    
    26,375
    
    662,807
 9




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PART II
 
 Item 5. Market For Common Equity and Related Stockholder Matters
 Common Stock Price Range
  Common Stock
    
    Public WarrantsFical 2005
    
    High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    0.44
    
    
    $
    0.22
    
    
    $
    0.10
    
    
    $
    0.062nd Quarter
    
    
    0.42
    
    
    
    0.22
    
    
    
    0.08
    
    
    
    0.083rd Quarter
    
    
    0.36
    
    
    
    0.26
    
    
    
    0.19
    
    
    
    0.064th Quarter
    
    
    0.34
    
    
    
    0.20
    
    
    
    0.09
    
    
    
    0.06
 Common Stock
    
    Public WarrantsFical 2006
    
    High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    0.27
    
    
    $
    0.18
    
    
    $
    0.10
    
    
    $
    0.102nd Quarter
    
    
    0.24
    
    
    
    0.15
    
    
    
    0.14
    
    
    
    0.063rd Quarter
    
    
    0.23
    
    
    
    0.13
    
    
    
    0.10
    
    
    
    0.034th Quarter
    
    
    0.58
    
    
    
    0.13
    
    
    
    0.15
    
    
    
    0.07
  Dividend Policy
  10




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Item 6. Managements Discussion and Analysis or Plan of Operation
 Overview
    Discontinued Operations
   Financial Highlights of 2006
   11




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Critical Accounting Policies
  
    
    Revenue Recognition We apply provisions of SEC Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements as revised by SAB 104, Revenue
Recognition, SOP 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification
of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions and EITF
00-21, Revenue Arrangements with Multiple Deliverables to transactions involving sales of
our hardware and software products. Under these guidelines, we recognize revenue on
transactions where persuasive evidence of an arrangement exists, title has transferred,
product payment is not contingent upon performance of installation or service obligations,
the price is fixed or determinable and payment is reasonably assured. We accrue warranty
costs and sales allowances for promotional activities at time of shipment based on
historical experience. In addition, we defer revenue associated with maintenance and
support contracts and recognize revenue ratably over the contract term.
    
    Allowance for Doubtful Accounts We maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required payments.
If the financial condition of our customers or distribution partners were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowances may be
required.
    
    Excess and Obsolete Inventories We write down our inventories for estimated
obsolescence and unmarketable inventory equal to the difference between the cost of the
inventory and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less than those projected by
management, additional write-downs may be required.
    
    Deferred Taxes We record a valuation allowance to reduce our deferred tax assets to an
amount that we believe is more likely than not to be realized. In our opinion, realization
of our net operating loss carryforward is not reasonably assured, and a valuation allowance
has been provided against deferred tax assets in excess of deferred tax liabilities in the
accompanying consolidated financial statements. However, should we 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
 Year Ended December 31, 2006 compared to Year Ended December 31, 2005.
 Net Sales .
 Osprey Product Sales .
 12




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ViewCast Niagara® Streaming/Encoding Systems.
 Other Revenues .
 Cost of Goods Sold/Gross Margins .
  Selling, General and Administrative Expense .
 Research and Development Expense.
 Other Expense
  Loss from Discontinued Operations.
 Net Loss .
 13




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Liquidity and Capital Resources
          14




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15




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Operating Leases
  Contractual Obligations
    
    (In thousands)and Commitments:
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    Thereafter
    
    TotalOperating leases
    
    $
    331
    
    
    $
    331
    
    
    $
    331
    
    
    $
    331
    
    
    $
    182
    
    
    $
    9
    
    
    $
    1,515
  New Accounting Standards
 Share-Based Payment, Accounting for
Stock-Based Compensation Accounting for Stock Issued
to Employees.
  Off Balance Sheet Arrangements
  16




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Item 7. Financial Statements and Supplementary Data
 ViewCast.com, Inc. and Subsidiaries
Index to Consolidated Financial Statements
 Reports of Independent Registered Public Accounting Firms
    
    
    18Consolidated Balance Sheets at December 31, 2005 and 2006
    
    
    20Consolidated Statements of Operations for the years ended
December 31, 2005 and 2006
    
    
    21Consolidated Statements of Stockholders Deficit for the
years ended December 31, 2005 and 2006
    
    
    22Consolidated Statements of Cash Flows for the years ended
December 31, 2005 and 2006
    
    
    23Notes to Consolidated Financial Statements
    
    
    24
 17




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,
  Share-Based Payments
 
 18




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,
    
 19




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2005
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,447,873
    
    
    $
    567,509Accounts receivable, less allowance for doubtful accounts of
$13,171 and $30,756 at December 31, 2005 and 2006 respectively
    
    
    1,304,776
    
    
    
    2,084,723Inventories, net
    
    
    2,011,491
    
    
    
    2,155,212Prepaid expenses
    
    
    73,074
    
    
    
    148,039Total current assets
    
    
    4,837,214
    
    
    
    4,955,483Property and equipment, net
    
    
    284,828
    
    
    
    446,758Intangible assets, net
    
    
    122,931
    
    
    
    177,737Deposits
    
    
    29,326
    
    
    
    59,107Total assets
    
    $
    5,274,299
    
    
    $
    5,639,085LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    582,263
    
    
    $
    982,472Accrued expenses
    
    
    1,243,377
    
    
    
    1,020,535Stockholder line of credit
    
    
    3,350,000
    
    
    
    Current maturities of long-term debt
    
    
    142,389
    
    
    
    2,807Total current liabilities
    
    
    5,318,029
    
    
    
    2,005,814Long-term debt less current maturities
    
    
    3,298
    
    
    
    491Stockholder note payable
    
    
    6,775,230
    
    
    
    5,141,361Stockholder accrued interest
    
    
    2,213,761
    
    
    
    10,561Commitments and contingenciesStockholders deficit:Preferred stock, $0.0001 par value, authorized 5,000,000 shares:Series B
convertible  issued and outstanding shares  800,000
    
    
    80
    
    
    
    80Series C
convertible  issued and outstanding shares  200,000
    
    
    20
    
    
    
    20Series E
convertible  issued and outstanding shares  80,000
at December 31, 2006
    
    
    
    
    
    
    8Common stock, $.0001 par value, authorized 100,000,000 shares:Issued
shares  25,889,456 and 28,752,143 at December 31,
2005 and 2006, respectively
    
    
    2,589
    
    
    
    2,875Additional paid-in capital
    
    
    59,718,393
    
    
    
    68,986,065Accumulated deficit
    
    
    (68,745,195
    )
    
    
    (70,496,284
    )Treasury stock, 261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders deficit
    
    
    (9,036,019
    )
    
    
    (1,519,142
    )Total liabilities and stockholders deficit
    
    $
    5,274,299
    
    
    $
    5,639,085
  20




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year ended December 31,2005
    
    
    2006Net sales
    
    $
    11,559,204
    
    
    $
    13,981,096Cost of sales
    
    
    4,864,926
    
    
    
    6,280,863Gross profit
    
    
    6,694,278
    
    
    
    7,700,233Operating expenses:Selling, general and administrative
    
    
    5,470,746
    
    
    
    6,253,183Research and development
    
    
    2,284,566
    
    
    
    1,956,082Depreciation and amortization
    
    
    190,322
    
    
    
    338,431Total operating expenses
    
    
    7,945,634
    
    
    
    8,547,696Operating loss
    
    
    (1,251,356
    )
    
    
    (847,463
    )Other income (expense):Interest expense, net (including $945,054 and
$936,709 of expense to related parties)
    
    
    (950,588
    )
    
    
    (913,802
    )Debt conversion expense
    
    
    (485,798
    )
    
    
    Other
    
    
    1,477
    
    
    
    10,176Total other expense
    
    
    (1,434,909
    )
    
    
    (903,626
    )Income tax expense
    
    
    (28,250
    )
    
    
    Loss from continuing operations
    
    
    (2,714,515
    )
    
    
    (1,751,089
    )Loss from discontinued operations
    
    
    (341,751
    )
    
    
    NET LOSS
    
    $
    (3,056,266
    )
    
    $
    (1,751,089
    )Preferred stock dividends
    
    
    (819,243
    )
    
    
    (819,243
    )Net loss applicable to common stockholders
    
    $
    (3,875,509
    )
    
    $
    (2,570,332
    )Net loss per share  basic and diluted:Continuing operations
    
    $
    (0.14
    )
    
    $
    (0.10
    )Discontinued operations
    
    
    (0.02
    )
    
    
    0.00Net loss per share  basic and diluted
    
    $
    (0.16
    )
    
    $
    (0.10
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    24,964,955
    
    
    
    25,792,662
  21




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT
 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2006
 Series B
    
    
    Series C
    
    
    Series EConvertible
    
    
    Convertible
    
    
    Convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    DeficitBalances, December 31, 2004
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    
    
    
    $
    
    
    
    
    23,104,942
    
    
    $
    2,310
    
    
    $
    57,715,654
    
    
    $
    (65,688,929
    )
    
    $
    (11,906
    )
    
    $
    (7,982,771
    )Sale of common stock,
employee stock purchase
plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,056
    
    
    
    5
    
    
    
    10,515
    
    
    
    
    
    
    
    
    
    
    
    10,520Conversion of Preferred D
shares to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,739,458
    
    
    
    274
    
    
    
    1,992,224
    
    
    
    
    
    
    
    
    
    
    
    1,992,498Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,056,266
    )
    
    
    
    
    
    
    (3,056,266
    )Balances, December 31, 2005
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    $
    
    
    
    $
    
    
    
    
    25,889,456
    
    
    $
    2,589
    
    
    $
    59,718,393
    
    
    $
    (68,745,195
    )
    
    $
    (11,906
    )
    
    $
    (9,036,019
    )Stock based compensation
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,384
    
    
    
    
    
    
    
    
    
    
    
    8,384Conversion of stockholder
line of credit and note
payable into Series E
Preferred stock, common
stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    8
    
    
    
    2,862,687
    
    
    
    286
    
    
    
    9,259,288
    
    
    
    
    
    
    
    
    
    
    
    9,259,582Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,751,089
    )
    
    
    
    
    
    
    (1,751,089
    )Balances, December 31, 2006
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    28,752,143
    
    
    $
    2,875
    
    
    $
    68,986,065
    
    
    $
    (70,496,284
    )
    
    $
    (11,906
    )
    
    $
    (1,519,142
    )
  22




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year ended December 31,2005
    
    
    2006Operating activities:Net loss from continuing operations
    
    $
    (2,714,515
    )
    
    $
    (1,751,089
    )Adjustments to reconcile net loss to net cash
used in operating activities:Loss from discontinued operations
    
    
    (341,751
    )
    
    
    Bad debt expense
    
    
    20,722
    
    
    
    17,585Depreciation of property and equipment
    
    
    128,857
    
    
    
    195,067Amortization of software development costs
    
    
    61,465
    
    
    
    143,364Non-cash debt conversion expense
    
    
    485,798
    
    
    
    Stock based compensation expense
    
    
    
    
    
    
    8,384Loss on disposition of property and equipment
    
    
    121
    
    
    
    13,219Changes in operating assets and liabilities
Accounts receivable
    
    
    (280,095
    )
    
    
    (797,532
    )Inventories
    
    
    (454,102
    )
    
    
    (143,721
    )Prepaid expenses
    
    
    33,912
    
    
    
    (74,965
    )Deposits
    
    
    14,485
    
    
    
    (29,781
    )Accounts payable
    
    
    (108,011
    )
    
    
    400,209Accrued expenses and stockholder accrued interest
    
    
    883,566
    
    
    
    1,465,317Net cash used in continuing operations
    
    
    (2,269,548
    )
    
    
    (553,943
    )Net cash provided by discontinued operations
    
    
    238,138
    
    
    
    Net cash used in operating activities
    
    
    (2,031,410
    )
    
    
    (553,943
    )Investing activities:Capitalized software development costs
    
    
    
    
    
    
    (181,976
    )Purchase of property and equipment
    
    
    (189,996
    )
    
    
    (390,120
    )Proceeds from disposition of property and equipment
    
    
    
    
    
    
    3,711Net cash used in continuing operations
    
    
    (189,996
    )
    
    
    (568,385
    )Net cash provided by discontinued operations
    
    
    3,270,723
    
    
    
    Net cash provided by (used in) investing activities
    
    
    3,080,727
    
    
    
    (568,385
    )Financing activities:Net proceeds from stockholder line of credit
    
    
    450,000
    
    
    
    250,000Proceeds from sale of common stock and preferred stock
    
    
    10,520
    
    
    
    Repayments of long-term debt
    
    
    (6,262
    )
    
    
    (8,036
    )Net cash provided by continuing operations
    
    
    454,258
    
    
    
    241,964Net cash used in discontinued operations
    
    
    (302,823
    )
    
    
    Net cash provided by financing activities
    
    
    151,435
    
    
    
    241,964Net increase (decrease) in cash and cash equivalents
    
    
    1,200,752
    
    
    
    (880,364
    )Cash and cash equivalents, beginning of period
    
    
    247,121
    
    
    
    1,447,873Cash and cash equivalents, end of period
    
    $
    1,447,873
    
    
    $
    567,509Supplemental cash flow information:Cash paid for interest
    
    $
    3,596
    
    
    $
    8,458Supplemental non-cash flow operating activities:Conversion of Series D redeemable convertible preferred
stock to common stock
    
    $
    1,506,700
    
    
    $
    Conversion of Stockholder debt to common stock,
Series E convertible preferred stock and warrants
    
    $
    
    
    
    $
    9,259,582Conversion of Stockholder accrued interest to Stockholder
note payable
    
    $
    
    
    
    $
    3,891,361
  23




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##### Table of Contents



1. The Company and Description of Business
   2. Summary of Significant Accounting Policies
 Principles of Consolidation
  Cash and Cash Equivalents
  Accounts Receivable
  24




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2005
    
    
    2006Beginning balance
    
    $
    13,382
    
    
    $
    13,171Bad debt expense
    
    
    20,722
    
    
    
    17,585Uncollectible accounts written off
    
    
    (22,751
    )
    
    
    Recoveries
    
    
    1,818
    
    
    
    Ending balance
    
    $
    13,171
    
    
    $
    30,756
 Inventories
  Property and Equipment
  Intangible Assets and Amortization
    December 31, 2005
    
    December 31, 2006Average life
    
    Gross carrying
    
    Accumulated
    
    Gross carrying
    
    Accumulated(years)
    
    amount
    
    amortization
    
    amount
    
    amortizationCapitalized Software Costs
    
    
    3
    
    
    $
    851,635
    
    
    $
    728,704
    
    
    $
    966,717
    
    
    $
    867,985Patents
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    83,409
    
    
    
    4,404$
    851,635
    
    
    $
    728,704
    
    
    $
    1,050,126
    
    
    $
    872,389
 25




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  2007
    
    2008
    
    2009
    
    Thereafter
    
    TotalCapitalized Software Costs
    
    $
    38,361
    
    
    $
    38,361
    
    
    $
    22,010
    
    
    $
    
    
    
    $
    98,732Patents
    
    
    4,907
    
    
    
    4,907
    
    
    
    4,907
    
    
    
    64,284
    
    
    
    79,005$
    43,268
    
    
    $
    43,268
    
    
    $
    26,917
    
    
    $
    64,284
    
    
    $
    177,737
 Impairment of Long-Lived Assets
  Revenue Recognition
   Net Loss Per Share
  Year Ended December 31,2005
    
    
    2006Stock options
    
    
    3,015,150
    
    
    
    2,739,700Public and private warrants
    
    
    4,782,082
    
    
    
    4,746,482Convertible preferred stock  Series B
    
    
    2,206,896
    
    
    
    2,206,896Convertible preferred stock  Series C
    
    
    3,333,333
    
    
    
    3,333,333Redeemable convertible preferred stock  Series D
    
    
    217,373
    
    
    
    Convertible preferred stock  Series E
    
    
    
    
    
    
    3,137,25513,554,834
    
    
    
    16,163,666
 26




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Warranty Reserves
   Year ended December 31,2005
    
    
    2006Beginning balance
    
    $
    57,744
    
    
    $
    57,667Charged to expense
    
    
    48,279
    
    
    
    127,237Usage
    
    
    (48,356
    )
    
    
    (67,268
    )Ending balance
    
    $
    57,667
    
    
    $
    117,636
 Risks and Uncertainties
  Customers exceeding 10% ofCustomers Exceeding 10%
    
    Year-End Accounts Receivableof Net Sales
    
    BalanceNumber of
    
    Combined
    
    Number of
    
    CombinedYear
    
    Customers
    
    Percent
    
    Customers
    
    Percent2005
    
    
    0
    
    
    
    0
    %
    
    
    2
    
    
    
    22
    %2006
    
    
    1
    
    
    
    13
    %
    
    
    2
    
    
    
    29
    %
   Use of Estimates
  27




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Income Taxes
  Advertising Costs
  Fair Value of Financial Instruments
  Stock-Based Compensation
    2005Net loss applicable to common
stockholders:
    
    $
    (3,875,509
    )As reportedDeduct total stock-based compensation
under fair value based method for all
awards
    
    
    (569,478
    )Pro forma
    
    $
    (4,444,987
    )Net loss per share  basic and diluted:As reported
    
    $
    (0.16
    )Pro forma
    
    $
    (0.18
    )
  28




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
     29




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Year EndedDecember 31,2005
    
    2006Expected volatility
    
    
    108
    %
    
    
    109
    %Risk-free interest rate
    
    
    4.15
    %
    
    
    4.76
    %Expected dividends
    
    
    0.0
    %
    
    
    0.0
    %Expected term in years
    
    
    4.50
    
    
    
    4.08
  3. Inventories
  December 31,2005
    
    
    2006Purchased materials
    
    $
    775,232
    
    
    $
    1,410,411Finished goods
    
    
    1,236,259
    
    
    
    744,801$
    2,011,491
    
    
    $
    2,155,212
 4. Discontinued Operations
   Period January 1 toNovember 18,2005Net sales
    
    $
    10,424,717Cost of sales
    
    
    8,030,885Gross profit
    
    
    2,393,832Operating expenses
    
    
    2,236,181Operating income
    
    
    157,651Other expense:
    
    
    (485,543
    )Net loss before taxes
    
    
    (327,892
    )Income tax expense
    
    
    (13,859
    )Net (loss)
    
    $
    (341,751
    )
 30




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
 5. Property and Equipment
  EstimatedUseful Life
    
    December 31,(Years)
    
    2005
    
    
    2006Computer equipment
    
    
    3 to 7
    
    
    $
    1,185,281
    
    
    $
    408,174Software
    
    
    3 to 5
    
    
    
    625,835
    
    
    
    132,909Leasehold improvements
    
    
    1 to 5
    
    
    
    23,232
    
    
    
    121,746Office furniture and equipment
    
    
    5 to 7
    
    
    
    658,562
    
    
    
    604,7682,492,910
    
    
    
    1,267,597Less accumulated depreciation and
amortization
    
    
    
    
    
    
    (2,208,082
    )
    
    
    (820,839
    )$
    284,828
    
    
    $
    446,758
 6. Accrued Expenses
  December 31,2005
    
    
    2006Stockholder accrued interest (short-term)
    
    $
    758,086
    
    
    $
    Accrued compensation
    
    
    126,026
    
    
    
    217,445Accrued warranty
    
    
    57,667
    
    
    
    117,636Accrued inventory purchases
    
    
    71,162
    
    
    
    95,068Customer deposits
    
    
    
    
    
    
    166,844Deferred rent
    
    
    2,763
    
    
    
    118,496Accrued taxes and other
    
    
    227,673
    
    
    
    305,046$
    1,243,377
    
    
    $
    1,020,535
 7. Stockholder Line of Credit and Other Short-term Debt
 Stockholder Line of Credit
   31




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
    December 31, 2005
    
    
    December 31, 2006$4.0 million line of credit note
payable to principal stockholder
of the Company, secured by all
assets of Borrower, with interest
due on demand at the lesser of
prime plus 3.0% (7.25% at
December 31, 2005) or 9.5% fixed
rate.
    
    $
    3,350,000
    
    
    $
    $
    3,350,000
    
    
    $
    
 8. Long-term Debt
 Stockholder Term Note
   32




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
  December 31, 2005
    
    
    December 31, 2006Stockholder term note with an entity controlled by a principal
stockholder of the Company, collateralized by all assets of the
Company, with interest due at a rate per annum equal to the lesser
of prime plus 3.0% (7.25% at December 31, 2005) or 9.5% fixed
rate.
    
    $
    6,909,582
    
    
    $
    Aggregate of the Outstanding Principal (Primary Principal
Amount), with interest due at a rate per annum equal to the
lesser of prime plus 1.0% (8.25% at December 31, 2006) or 9.5%
fixed rate, due December 31, 2009.
    
    
    
    
    
    
    1,250,000Accrued and Outstanding Interest (Secondary Principal
Amount), with interest due at a rate per annum equal to the
lesser of Applicable Federal Rate (4.73% at December 31, 2006)
or 9.5% fixed rate, due December 31, 2009.
    
    
    
    
    
    
    3,891,361Other long-term debt
    
    
    11,335
    
    
    
    3,298Total long-term debt
    
    
    6,920,917
    
    
    
    5,144,659Less current maturities
    
    
    (142,389
    )
    
    
    (2,807
    )Total long-term debt less current maturities
    
    $
    6,778,528
    
    
    $
    5,141,852
  Long-term Notes
    
    
    StockholderYear ended December 31
    
    Payable
    
    
    Accrued Interest2007
    
    $
    2,807
    
    
    $
    2008
    
    
    491
    
    
    
    2009
    
    
    5,141,361
    
    
    
    10,561$
    5,144,659
    
    
    $
    10,561
 9. Conversion of Convertible Debt to Equity
   33




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
  Increase inPrincipal
    
    
    
    
    
    
    CommonNumber
    
    
    Amount
    
    
    Debt
    
    
    Stock, ParConversion of Series D Redeemable
    
    of Equity
    
    
    of Debt
    
    
    Conversion
    
    
    and Paid inConvertible Preferred Shares
    
    Securities
    
    
    Reduction
    
    
    Expense
    
    
    CapitalConversion shares under original terms
    
    
    974,254Principal amount converted into equity
    
    
    
    
    
    $
    1,506,700
    
    
    
    
    
    
    $
    (1,506,700
    )Additional conversion shares under
lowered conversion terms
    
    
    1,765,204
    
    
    
    
    
    
    $
    485,798
    
    
    
    (485,798
    )2,739,458
    
    
    $
    1,506,700
    
    
    $
    485,798
    
    
    $
    (1,992,498
    )
 10. Conversion of Ardinger Debt to Equity
  34




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
 11. Income Taxes
   Year ended December 31,2005
    
    
    2006Deferred tax assets:Net operating loss carryforwards
    
    
    25,388,000
    
    
    
    26,129,000Revenue deferred for financial statements,
recognized for tax
    
    
    9,000
    
    
    
    31,000Excess of tax over financial statement basis of
patent
    
    
    8,000
    
    
    
    4,000Accruals deductible for tax purposes when paid
    
    
    138,000
    
    
    
    209,000Excess of tax over financial statement basis of
property and equipment
    
    
    203,000
    
    
    
    63,000Excess of tax over financial statement basis of
software development costs
    
    
    493,000
    
    
    
    355,000Total deferred tax assets
    
    
    26,239,000
    
    
    
    26,791,000Deferred tax liabilities:Excess of financial statement over tax basis
of goodwill and customer contracts
    
    
    
    
    
    
    Net deferred tax assets
    
    
    26,239,000
    
    
    
    26,791,000Less: valuation allowance
    
    
    (26,239,000
    )
    
    
    (26,791,000
    )Net deferred taxes
    
    
    
    
    
    
    
  Year ended December 31,2005
    
    
    2006U.S. federal statutory rate applied to pretax loss
    
    
    (1,025,000
    )
    
    
    (595,000
    )State tax net of federal benefit
    
    
    19,000
    
    
    
    Change in valuation allowance
    
    
    1,017,000
    
    
    
    552,000Other
    
    
    17,000
    
    
    
    43,00028,000
    
    
    
    
 35




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
  YearEnded
    
    Amount2009
    
    $
    2,700,0002010
    
    
    4,700,0002011
    
    
    4,000,0002012
    
    
    5,400,0002018
    
    
    7,700,0002019
    
    
    13,200,0002020
    
    
    8,100,0002021
    
    
    8,500,0002022
    
    
    4,400,0002023
    
    
    2,700,0002024
    
    
    3,600,0002025
    
    
    3,800,0002026
    
    
    2,000,000
   12. Stockholders Deficit
 Preferred Stock
      36




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##### Table of Contents



ViewCast.com, Inc.  Notes to the Consolidated Financial Statements  Continued
  Common Stock
   Stock Option Plans
      37




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Stock OptionsWeighted-AverageNumber
    
    
    Price Per
    
    
    Exercise Priceof Shares
    
    
    Share
    
    
    Per ShareOutstanding at January 1, 2005
    
    
    2,819,166
    
    
    $
    0.20-$9.00
    
    
    $
    2.45Granted
    
    
    578,000
    
    
    
    0.22 - 0.41
    
    
    
    0.28Exercised
    
    
    Canceled/forfeited
    
    
    (272,524
    )
    
    
    0.20 - 6.59
    
    
    
    2.19Outstanding at December 31, 2005
    
    
    3,124,642
    
    
    $
    0.20-$9.00
    
    
    $
    2.07Granted
    
    
    155,000
    
    
    
    0.20 - 0.39
    
    
    
    0.23Exercised
    
    
    Canceled/forfeited
    
    
    (745,042
    )
    
    
    0.20 - 5.50
    
    
    
    1.25Outstanding at December 31, 2006
    
    
    2,534,600
    
    
    $
    0.20-$9.00
    
    
    $
    2.20
   Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExercisePrices
    
    
    2006
    
    
    Life
    
    
    Price
    
    
    2006
    
    
    Price$
    0.01 - 1.00
    
    
    
    1,173,250
    
    
    
    6.8
    
    
    $
    0.38
    
    
    
    1,010,750
    
    
    $
    0.401.01 - 2.00
    
    
    
    576,850
    
    
    
    4.1
    
    
    
    1.15
    
    
    
    576,850
    
    
    
    1.152.01 - 3.00
    
    
    
    120,000
    
    
    
    2.8
    
    
    
    2.53
    
    
    
    120,000
    
    
    
    2.533.01 - 4.00
    
    
    
    67,500
    
    
    
    1.9
    
    
    
    3.50
    
    
    
    67,500
    
    
    
    3.504.01 - 5.00
    
    
    
    52,500
    
    
    
    1.2
    
    
    
    4.32
    
    
    
    52,500
    
    
    
    4.325.01 - 6.00
    
    
    
    117,500
    
    
    
    2.9
    
    
    
    5.50
    
    
    
    117,500
    
    
    
    5.506.01 - 7.00
    
    
    
    2,000
    
    
    
    2.3
    
    
    
    7.00
    
    
    
    2,000
    
    
    
    7.007.01 - 8.00
    
    
    
    410,000
    
    
    
    2.7
    
    
    
    7.10
    
    
    
    260,000
    
    
    
    7.108.01 - 9.00
    
    
    
    15,000
    
    
    
    0.0
    
    
    
    9.00
    
    
    
    15,000
    
    
    
    9.002,534,600
    
    
    
    4.9
    
    
    $
    2.20
    
    
    
    2,222,100
    
    
    $
    2.02
 Employee Stock Purchase Plan
   38




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Warrants
   WarrantsWeighted-Number
    
    
    Exercise
    
    
    Averageof Warrants
    
    
    Price
    
    
    Exercise PriceOutstanding and exercisable
at January 2005
    
    
    4,572,982
    
    
    $
    0.45-5.00
    
    
    $
    1.00Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    (89,000
    )
    
    
    5.00
    
    
    
    5.00Outstanding and exercisable
at December 2005
    
    
    4,483,982
    
    
    $
    0.28-1.00
    
    
    $
    0.31Granted
    
    
    2,500,000
    
    
    
    0.48
    
    
    
    0.48Exercised
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding and exercisable
at December 2006
    
    
    6,983,982
    
    
    $
    0.28-1.00
    
    
    $
    0.37
    39




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  13. Employee Benefit Plan
  14. Commitments and Contingencies
  OperatingLeasesYear ended December 31:2007
    
    $
    331,3332008
    
    
    331,3332009
    
    
    331,3332010
    
    
    331,3332011
    
    
    181,7012012
    
    
    8,907Total minimum lease payments
    
    $
    1,515,940
  15. Related Party Transactions
    40




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   16. Subsequent Events
  41




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##### Table of Contents



Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     
 Item 8A. Controls and Procedures
   
 Item 8B. Other Information
  42




---



##### Table of Contents



PART III
 
 Item 9. Directors, Executive Officers, Promoters, Control Persons, and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act
  
 Item 10. Executive Compensation
  
 Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Equity Compensation Plan Information
  Number of securities to be
    
    
    
    
    
    Number of securities remainingissued upon exercise of
    
    Weighted-average exercise
    
    available for future issuance underoutstanding options,
    
    price of outstanding options,
    
    equity compensation plans (excludingPlan category
    
    warrants and rights
    
    warrants and rights
    
    securities reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    2,534,600
    
    
    $
    2.20
    
    
    
    3,438,794Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,534,600
    
    
    $
    2.20
    
    
    
    3,438,794
 
 Item 12. Certain Relationships and Related Transactions and Director Independence
  43




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##### Table of Contents



Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K
 (a)
    
    The following consolidated financial statements required by this item are included
in Part II Item 8 of this report:
 Reports of Independent Registered Public Accounting Firm
    
    
    18Consolidated Balance Sheets as of December 31, 2005 and 2006
    
    
    20Consolidated Statements of Operations for the years ended December 31, 2005 and 2006
    
    
    21Consolidated Statements of Stockholders Deficit for the years December 31, 2005 and 2006
    
    
    22Consolidated Statements of Cash Flows for the years ended December 31, 2005 and 2006
    
    
    23Notes to Consolidated Financial Statements
    
    
    24
 44




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##### Table of Contents



EXHIBIT INDEX
 ExhibitPageNo.
    
    Description of Exhibit2
    
    Agreement and Plan of Merger and Reorganization (1)3(a)
    
    Certificate of Incorporation (1)3(b)
    
    Amendment to Certificate of Incorporation (1)3(c)
    
    Restated By-Laws (6)3(d)
    
    Certificate of Designations of Series B Convertible Preferred Stock (3)3(e)
    
    Certificate of Designations of Series C Convertible Preferred Stock (9)3.1
    
    Certificate of Designation of Series D Redeemable Convertible Preferred Stock of
ViewCast.com, Inc. dated as of October 10, 2002. (12)3.2
    
    Certificate of Designation of Series E Convertible Redeemable Preferred Stock (26)4(a)
    
    Form of Common Stock Certificate (1)4(b)
    
    Form of Warrant Certificate (1)4(c)
    
    Form of Warrant Agreement between ViewCast and Continental Stock Transfer & Trust
Company (1)4(d)
    
    Form of Representatives Warrant Agreement (1)4(e)
    
    Form of Trust Indenture  $5,000,000 8% Senior Convertible Notes Due 2002 (2)4(f)
    
    Form of Lead Managers Warrant Agreement (2)4(g)
    
    Notice of Extension of Warrant Expiration Date and Exercise Price Adjustment (8)4(h)
    
    Warrant Issued to Ardinger Family Partnership, Ltd. (26)5(a)
    
    Form of Opinion of Thacher Proffit & Wood LLP as to the legality of securities
being registered. (5)9(a)
    
    Voting Trust Agreement between Robert M. Sterling, Jr. and Thomas E. Brown (1)9(b)
    
    Voting Trust Agreement between Robert P. Bernardi and Richard Bernardi (1)9(c)
    
    Form of Lock-Up Agreement (1)9(d)
    
    Lock-Up Agreement with Robert Sterling Trust (1)9(e)
    
    Lock-Up Agreement with Robert Bernardi Trust (1)9(f)
    
    Lock-Up Agreement with Michael Nissenbaum (1)10(a)
    
    Modified Employment Agreement between ViewCast and Glenn A. Norem (1)10(b)
    
    Modified Consulting Agreement between ViewCast and Sterling Capital Group Inc. (1)10(c)
    
    Form of Indemnification Agreement between ViewCast and Executive Officers and
Directors (1)10(d)
    
    1995 Stock Option Plan (1)10(e)
    
    1994 Stock Option Plan (1)10(f)
    
    1993 Viewpoint Stock Plan (1)l0(g)
    
    1995 Director Option Plan (1)10(h)
    
    Lease Agreement between ViewCast and Metro Squared, L P(1)10(i)
    
    Employee Stock Purchase Plan (1)l0(j)
    
    Licensing Agreement between ViewCast and Boca Research, Inc. (1)10(k)
    
    Agreement between ViewCast and UnisysÔ (1)10(n)
    
    Employment Agreement between ViewCast and David T. Stoner (1)10(r)
    
    Lease between ViewCast and Burlingame Home Office, Inc. (1)10(s)
    
    Lease between ViewCast and Family Funds Partnership (1)
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##### Table of Contents



ExhibitPageNo.
    
    Description of Exhibit10(t)
    
    Agreement between ViewCast and Catalyst Financial Corporation (1)10(u)
    
    Promissory Note by ViewCast payable to Robert Rubin dated September 5, 1996. (1)10(v)
    
    Promissory Note by ViewCast payable to M. Douglas Adkins dated November 15, 1996.
(1)10(w)
    
    Promissory Note by ViewCast payable to H.T. Ardinger dated November 15, 1996. (1)10(x)
    
    Promissory Note by ViewCast payable to H.T. Ardinger dated January 15, 1997. (1)10(y)
    
    Promissory Note by ViewCast payable to Adkins Family Partnership, Ltd. dated
January 15, 1997. (1)10(z)
    
    Lease between ViewCast and the Air Force Association. (2)10(aa)
    
    Lease between ViewCast and Airport Boulevard Partners, LLC. (2)10(bb)
    
    Stock Purchase Agreement between ViewCast and Tadeo Holdings, Inc. (4)10(cc)
    
    Working Capital Line of Credit Loan Agreement between ViewCast and the Ardinger Family Partnership, Ltd. (4)10(dd)
    
    Employee Stock Option Plan Amendment No.1 (7)10(ee)
    
    Sublease Agreement between ViewCast and Host Communications, Inc. (9)10(ff)
    
    Employee Stock Option Plan Amendment No. 2 (10)10(gg)
    
    Letter Agreement dated May 6, 2002 between ViewCast and the Ardinger Family Partnership, Ltd. to exchange available-for-sale securities for a principal
reduction in asset based lending line-of-credit (11)10.1
    
    Asset Purchase Agreement among Delta Computec Inc., NQL Inc. and ViewCast.com, Inc. dated as of May 31, 2002. (12)10.2
    
    Registration Rights Agreement by and among ViewCast.com, Inc. and Delta Computec Inc. dated as of October 11, 2002. (12)10.3
    
    Non-Competition Agreement by and among Delta Computec Inc., NQL Inc. and ViewCast.com, Inc. dated as of October 11, 2002 (12)10.4
    
    Escrow Agreement by and among ViewCast.com, Inc., Delta Computec Inc. and The Bank of New York Trust Company of Florida, N.A. dated as of October 11, 2002. (12)10.5
    
    Revolving Loan Agreement between MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002. (12)10.6
    
    Guaranty of Payment and Performance from ViewCast.com, Inc. to Keltic Financial Partners, LP dated as of October 11, 2002. (12)10.7
    
    Subordination Agreement by and among Keltic Financial Partners, LP, MMAC Communication Corp. and ViewCast.com, Inc. dated as of October 11, 2002. (12)10.8
    
    General Security Agreement by and between MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002. (12)10.9
    
    Revolving Note by MMAC Communications Corp. in favor of Keltic Financial Partners, LP dated as of October 11, 2002. (12)10.10
    
    Lease by and between Forsgate Industrial Complex and Delta Computec Inc. dated as of July 23, 1991. (12)10.11
    
    Second Amendment to Lease by and between Forsgate Industrial Complex and Delta Computec Inc. dated as of March 29, 2001. (12)10.12
    
    Sublease Agreement by and between Delta Computec Inc. and Ameriban Inc. dated as of December 31, 1997. (12)10.13
    
    Third Amendment to Sublease Agreement and Renewal of Sublease by and between Delta Computec Inc. and Ameriban, Inc. dated as of January 3, 2001. (12)10.14
    
    Employment Agreement by and between ViewCast Corporation and John DeVito dated as of August 6, 2002. (12)10.15
    
    Form of Amended and Restated Security Agreement dated October 15, 2003 between ViewCast.com, Inc. and the Ardinger Family Partnership, LTD. (13)
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##### Table of Contents



ExhibitPageNo.
    
    Description of Exhibit10.16
    
    Form of Amended and Restated Pledge Agreement dated October 15, 2003 between ViewCast.com, Inc. and the Ardinger Family Partnership, LTD. (13)10.17
    
    Form of First Amendment to the Revolving Loan Agreement dated October 11, 2003 between Delta Computec Inc. and Keltic Financial Partners, LP. (13)10.18
    
    1995 Director Option Plan Amendment No. 2 (15)10.19
    
    Second Amendment dated as of October 10, 2004 to Revolving Loan Agreement between MMAC Communications Corp. and Keltic Financial Partners, LP dated as of
October 11, 2002. (12)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. (16)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. (16)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. (16)10.23
    
    Notice of Lower Temporary Conversion Price dated March 21, 2005. (17)10.24
    
    Letter Agreement Amending Revolving and Term Credit Facility dated March 22, 2005. (17)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. (18)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. (19)10.27
    
    Letter Agreement Amending Revolving and Term Credit Facility dated July 22, 2005. (20)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. (21)10.29
    
    Letter Agreement dated November 18, 2005 Releasing John DeVito from obligations relating to DeVitos confidentiality, non-competition and non-solicitation
obligations contained in the Employment Agreement dated as of August 6, 2002 by and between ViewCast and John DeVito. (22)10.30
    
    Office Lease Agreement between ViewCast and TR Plano Parkway Partners, L.P. (23)10.31
    
    Letter Agreement Amending Revolving and Term Credit Facility dated March 20, 2006. (24)10.32
    
    Office Lease Agreement between ViewCast and Valwood Centreport, LP (25)10.33
    
    Registration Rights Agreement by and among ViewCast and Ardinger Family Partnership, Ltd. Dated as of December 11, 2006 (26)10.34
    
    Second Amended Loan and Security Agreement dated as of December 11, 2006 (26)10.35
    
    Exchange Agreement dated as of December 11, 2006 by and among ViewCast, Osprey Technologies, Inc. and Videoware, Inc. and Ardinger Family Partnership, Ltd. (26)14.1
    
    Code of Ethics (14)21
    
    List of Subsidiaries of ViewCast. (1)23.1
    
    Consent of KBA Group LLP*23.2
    
    Consent of Grant Thornton LLP*31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications*32.1
    
    Statement 1350 Certifications*
 47




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##### Table of Contents



*
    
    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 10-KSB/A filed April 15, 1998.(3)
    
    Incorporated by reference to Form 8-K filed March 15, 1999.(4)
    
    Incorporated by reference to Form 10-KSB filed March 26, 1999.(5)
    
    Incorporated by reference to Form S-3 filed May 6, 1999.(6)
    
    Incorporated by reference to Form S-3 filed June 30, 2000.(7)
    
    Incorporated by reference to Form S-8 POS filed October 16, 2000.(8)
    
    Incorporated by reference to Form 8-K filed January 23, 2002.(9)
    
    Incorporated by reference to Form 10-K filed April 16, 2002.(10)
    
    Incorporated by reference to Form 8-K filed May 7, 2002.(11)
    
    Incorporated by reference to Form 10-Q filed May 20, 2002.(12)
    
    Incorporated by reference to Form 8-K filed October 25, 2002.(13)
    
    Incorporated by reference to Form 10-Q filed November 14, 2003.(14)
    
    Incorporated by reference to Form 10-KSB filed on March 30,2004.(15)
    
    Incorporated by reference to Form S-8 filed September 17, 2004.(16)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(17)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(18)
    
    Incorporated by reference to Form 8-K filed April 21, 2005.(19)
    
    Incorporated by reference to Form 8-K filed July 18, 2005.(20)
    
    Incorporated by reference to Form 8-K filed July 27, 2005.(21)
    
    Incorporated by reference to Form 8-K filed October 17, 2005.(22)
    
    Incorporated by reference to Form 8-K filed November 23, 2005.(23)
    
    Incorporated by reference to Form 8-K filed January 17, 2005.(24)
    
    Incorporated by reference to Form 8-K filed March 22, 2006.(25)
    
    Incorporated by reference to Form 8-K filed November 2, 2006.(26)
    
    Incorporated by reference to Form 8-K filed December 15, 2006. 
 Item 14. Principal Accountant Fees and Services
  48




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##### Table of Contents



SIGNATURES
  Date
    
    ViewCast.com, Inc.April 2, 2007
    
    By:

    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance
and Administration
  Date
    
    ViewCast.Com, Inc.April 2, 2007
    
    By:
    /s/ George C. PlattGeorge C. PlattDirector and Chief Executive Officer
Principal Executive OfficerApril 2, 2007
    
    By:

    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance
and Administration
Principal Accounting OfficerApril 2, 2007

    
    By:

    /s/ Joseph W. AutemJoseph W. AutemDirectorApril 2, 2007
    
    By:

    /s/ Sherel D. HorsleySherel D. HorsleyDirectorApril 2, 2007
    

    By:

    /s/ John W. Slocum, Jr.John W. Slocum, Jr.Director
 49




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##### Table of Contents



EXHIBIT INDEX FOR DOCUMENTS FILED WITH THIS REPORT
 ExhibitNo.
    
    Description of Exhibit23.1
    
    Consent of KBA Group LLP23.2
    
    Consent of Grant Thornton LLP31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications32.1
    
    Section 1350 Certifications
 50