##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-KSB
  þ

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2007.o

TRANSITION REPORT UNDER SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    001-33169
  Wireless Ronin Technologies,
    Inc.
 (Name of Small Business Issuer
    in Its Charter)
  Minnesota

41-1967918(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   5929 Baker Road, Suite 475, Minnetonka MN 55345
 (Address of Principal Executive
    Offices, including Zip Code)
  (952) 564-3500
 (Issuers telephone number,
    including area code)
  Securities registered pursuant to Section 12(b) of the
    Exchange Act:
  Common Stock ($0.01 par value)(Title of class)

Nasdaq Global Market(Name of exchange on which
    registered)   Securities registered pursuant to Section 12(g) of the
    Exchange Act:
   o
  þ o
  Regulation S-B Form 10-KSB Form 10-KSB. o
  Rule 12b-2 o þ
        DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART I


3ITEM 1


DESCRIPTION OF BUSINESS


3ITEM 2


DESCRIPTION OF PROPERTY


18ITEM 3


LEGAL PROCEEDINGS


18ITEM 4


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


19PART II


19ITEM 5


MARKET FOR COMMON EQUITY, RELATED SHAREHOLDER
    MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
    SECURITIES


19ITEM 6


MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
    OF OPERATION


21ITEM 7


FINANCIAL STATEMENTS


41ITEM 8


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


41ITEM 8A(T)


CONTROLS AND PROCEDURES


41ITEM 8B


OTHER INFORMATION


43PART III


43ITEM 9


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
    PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH
    SECTION 16(a) OF THE EXCHANGE ACT


43ITEM 10


EXECUTIVE COMPENSATION


43ITEM 11


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS


44ITEM 12


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


45ITEM 13


EXHIBITS


45ITEM 14


PRINCIPAL ACCOUNTANT FEES AND SERVICES


45SIGNATURES


46INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


F-1EXHIBIT INDEX


E-1Subsidiaries of the RegistrantConsent of Independent Registered Public Accounting FirmChief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a)Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a)Chief Executive Officer Certification Pursuant to Section 1350Chief Financial Officer Certification Pursuant to Section 1350   2




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##### Table of Contents



PART I  ITEM 1
    DESCRIPTION
    OF BUSINESS  Overview
  ®
  ® ®
  e-learning e-learning, e-performance e-marketing
  Business
    Strategy
    Focus on Vertical Markets.
  Leverage Strategic Partnerships and Reseller
    Relationships.
  Market and Brand Our Products and Services
    Effectively. ®
   3




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##### Table of Contents



Outsource Non-Specialized Operating
    Functions.
  Create Custom Solutions. ®
  Create Content Solutions.
  Develop New Products.
  RoninCast for
    Automotive ®
  Industry
    Background
  Digital Signage. st
      Growth of Digital Signage.
  
    Changes in the advertising landscape.  Media
    expenditures since the 1950s have gone primarily to television,
    followed by newspapers, magazines and commercial radio. But this
    50-year
    trend has now realized its apex, with generational declines in
    consumption among Gen X and Gen Y. A February 12, 2007
    article in Media Week states that where we used to have only Web
    portals and sites, we now have VOIP telephony, digital signage
    and mobile media. The descending triangle of
    traditional media is being displaced by the ascending
    triangle of Internet-enabled media, composed of web-based
    media,
    e-mail,
    mobile media and digital-signage media. The Internet is now
    blending with out-of-home 4




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##### Table of Contents




    Growing awareness that digital signage is more
    effective.  Research presented at the 2005 Digital
    Signage Business conference shows that digital signage receives
    up to 10 times the eye contact of static signage and, depending
    upon the market, may significantly increase sales for new
    products that are digitally advertised. A study by Arbitron,
    Inc. found that 29% of the consumers who have seen video in a
    store say they bought a product they were not planning on buying
    after seeing the product featured on the in-store video display.
    We believe that our dynamic digital signage solutions provide a
    valuable alternative to advertisers currently using static
    signage.
    Decreasing hardware costs associated with digital
    signage.  The high cost of monitors has been an
    obstacle of digital signage implementation for a number of
    years. The price of digital display panels has been falling due
    to increases in component supplies and manufacturing capacity.
    As a result, we believe that hardware costs are likely to
    continue to decrease, resulting in continued growth in this
    market. We employ digital displays from a variety of
    manufacturers. This independence allows us to give our customers
    the hardware their system requires while taking advantage of
    improvements in hardware technology, pricing reductions and
    availability. We partner with several key hardware vendors,
    including NEC, Richardson Electronics (Pixelink), LG, Hewlett
    Packard and Dell.
    Compliance and effectiveness issues with traditional
    point-of-purchase signage.  Our review of the
    current market indicates that most retailers go through a
    tedious process to produce traditional static point-of-purchase
    and in-store signage. They create artwork, send such artwork to
    a printing company, go through a proof and approval process and
    then ship the artwork to each store. According to an article
    appearing in The Retail Bulletin (February 19, 2006), it is
    estimated that less than 50% of all static in-store signage
    programs are completely implemented once they are delivered to
    stores. We believe our signage solution can enable prompt and
    effective implementation of retailer signage programs, thus
    significantly improving compliance and effectiveness.  The
    RoninCast®
    Solution
  ® tm ®
    ®
   5




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##### Table of Contents



Features
    and benefits of the
    RoninCast®
    system include:
  
    Centrally
    Controlled.  RoninCast®
    software empowers the end-user to distribute content from one
    central location. As a result, real-time marketing decisions can
    be managed in-house, ensuring retailers communication with
    customers is executed system-wide at the right time and the
    right place. Our content management software recognizes the
    receipt of new content, displays the content, and reports back
    to the central location(s) that the media player is working
    properly.
    Wireless
    Delivery.  RoninCast®
    software can distribute content within an installation
    wirelessly.
    RoninCast®
    software is compatible with current wireless networking
    technology and does not require additional capacity within an
    existing network.
    RoninCast®
    software uses Wireless Local Area Network (WLAN) or wireless
    data connections to establish connectivity. By installing or
    using an existing onsite WLAN, the
    RoninCast®
    digital signage solution can be incorporated throughout the
    venue without any environmental network cabling. We also offer
    our cellular communications solution for off-site signage where
    WLAN is not in use or practical.
    Ease and Speed of Message Delivery.  Changing
    market developments or events can be quickly incorporated into
    our system. The end-user may create entire content distributions
    on a daily, weekly or monthly basis. Furthermore, the system
    allows the end-user to interject quick daily updates to feature
    new or overstocked items and then automatically return to the
    previous content schedule.
    Data Collection.  Through interactive touch
    screen technology,
    RoninCast®
    software can capture user data and information. This information
    can provide feedback to both the customer and the marketer. The
    ability to track customer interaction and data mine user
    profiles, in a non-obtrusive manner, can provide our customers
    feedback that would otherwise be difficult to gather.
    Integrated
    Applications.  RoninCast®
    software can integrate digital signage with other applications
    and databases.
    RoninCast®
    software is able to use a database feed to change the content or
    marketing message, making it possible for our customers to
    deliver targeted messages. Data feeds can be available either
    internally within a business or externally through the Internet.
    For example, our customers can specify variable criteria or
    conditions which
    RoninCast®
    software will analyze, delivering marketing content relevant to
    the changing environment. This data can come from a myriad of
    sources, such as point-of-sale systems in a retail store or a
    slot-machine manager in a casino.
    Scalability/Mobility.  The
    RoninCast®
    system provides the ability to easily move signage or
    scale-up
    to incorporate additional digital signage. Displays can be moved
    to or from any location under a wireless network. Customers are
    able to accommodate adds/moves/changes within their environment
    without rewiring network connections. And when the customer
    wants to add additional digital signage, only electrical power
    needs to be supplied at the new location.
    Compliance/Consistency.  RoninCast®
    software addresses compliance and consistency issues associated
    with print media and alternative forms of visual marketing.
    Compliance measures the frequency of having the marketing
    message synchronized primarily with product availability and
    price. Compliance issues cause inconsistencies in pricing,
    product image and availability, and store policies.
    RoninCast®
    software addresses compliance by allowing message updates and
    flexible control of a single location or multiple locations
    network-wide.
    RoninCast®
    software allows our customers to display messages, pricing,
    images and other information on websites that are identical to
    those displayed at retail locations.
    Network Control.  Each remote media player is
    uniquely identified and distinguished from other units as well
    as between multiple locations.
    RoninCast®
    software gives the end-user the ability to view the media
    players status to determine if the player is functioning
    properly and whether the correct content is playing. A list of
    all units on the system is displayed, allowing the end-user to
    view single units or clusters of units. The system also allows
    the end-user to receive information regarding the health of the
    network before issues occur. In addition, display monitors can
    be turned on or off remotely. 6




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Industry
    Recognition
  ®
  tm
    Our
    Markets
    
    Richardson Electronics is a global provider of engineered
    solutions serving the radio frequency and wireless
    communications, industrial power conversion, medical imaging,
    security and display systems markets. The companys core
    capabilities include product manufacturing, systems integration,
    prototype design and manufacture, testing and logistics.
    Richardson, a public company which has been in business since
    1947, has a worldwide customer base of more than 135,000 and a
    presence in 46 countries.
    Sign Biz, Inc., which was established in 1989, operates in the
    field of computer-aided sign making. Its program, LobbyPOP,
    offers an exclusive point-of-purchase program that builds upon
    the growing trend for the use of digital media in signage and
    promotion. The Sign Biz chain of 170+ LobbyPOP dealers offers
    LobbyPOP branding packages to small businesses. LobbyPOP dealers
    are trained in the technologies of deco-advertising
    including floor, wall, color, sound and multimedia systems to
    enhance the small business environment. Sign Biz fully engages
    in the digital imaging arena with a program that includes media
    content, interior design, sound, and installation services from
    one point-of-contact.
    BigEye Productions, founded in 1996, is a web design and
    Internet hosting company located in Calgary, Alberta, Canada.
    BigEye offers website design, online publishing and online
    surveys. BigEyes newest technology offerings include
    digital signage using the
    RoninCast®
    software to offer clients a complete digital marketing solution.
    As a reseller of
    RoninCast®
    software, BigEye manages the content design, updating and
    network management needs of its clients.
    Brookview Technologies provides projection displays using
    transparent screens that can perform in high ambient light
    environments, maintain a wide viewing angle and can be used as
    interactive touch screens. Brookview is the distributor in the
    U.S. and Canada of the
    HoloProtm
    and ViP Interactive brands. As a reseller of
    RoninCast®
    software, Brookview can now offer its clients centralized
    control of the content displayed on its projection screens.
    Checkpoint Systems, Inc. is the leading supplier of retail
    shrink management solutions. Checkpoints global team helps
    retailers  and their suppliers  reduce
    theft, increase inventory visibility and provide consumers with
    greater merchandise availability through the companys
    rapidly evolving RF technology, expanding shrink management
    offerings and
    Check-Net
    labeling solutions. In January 2008, 7




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Checkpoint Systems chose
    RoninCast®
    interactive digital signage software to integrate into its
    32-inch
    Advanced Public View monitoring system to enhance its existing
    Clarity product line. Checkpoint operates in every geographic
    market and employs 3,200 people worldwide.    Automotive.  RoninCast for Automotive
  QSR (Quick Serve Restaurants).
  Financial Service. ®
  Gaming. ® ®
  Retail.
  Select
    Customers
    
    NewSight Corporation During the last two
    quarters of 2007, we installed our digital signage system in two
    malls, Fashion Square Mall and Asheville Mall, in addition to
    retrofitting approximately 102 stores of an existing
    network for a grocery store chain in the Midwest, Meijer, Inc.
    Sales to NewSight Corporation represented 42.5% of total sales
    for the year ended December 31, 2007 and 0.0% of total
    sales for the years ended December 31, 2006 and 2005.
    Chrysler (BBDO Detroit/Windsor) WRT Canada
    has been managing a data-driven touch screen kiosk program for
    Chrysler for over eight years with over 2,400 dealers installed.
    In 2007, Chrysler partnered with our company to create the next
    evolution of the Chrysler Vehicle Information Centre as a
    RoninCast®
    interactive digital signage solution. A pilot project was
    launched mid-year 2007. Key national markets across Canada were
    selected for the test. Care was given to choose a range of
    dealerships representative of Chrysler Canada. Results were
    analyzed and focus group conference calls collected dealer
    feedback, comments and suggestions. The outcome was the
    development of a national rollout plan beginning in 2008.
    Chrysler has also utilized the
    RoninCast®-driven
    Vehicle Information Center at major auto shows in the
    U.S. and Canada. Sales to Chrysler, through BBDO
    Detroit/Windsor, represented 18.3% of total sales for the year
    ended December 31, 2007 and 0.0% of total sales for the
    years ended December 31, 2006 and 2005.
    KFC In December 2007, Wireless Ronin entered
    into an information technology products and services master
    terms and conditions agreement with Yum Restaurant Services
    Group, Inc. (Yum). 8




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That agreement established standard terms and conditions
    pursuant to which we may provide goods and services to
    Yums commonly owned affiliates such as Taco Bell Corp.,
    Pizza Hut, Inc., KFC U.S. Properties, Inc., Long John
    Silvers, Inc., and A&W Restaurants, Inc. To date, we have
    completed an initial pilot test with KFC where we installed
    digital menu boards at five locations in the Louisville and
    Houston areas. Due to the success of the pilot test, KFC awarded
    us the market test. As of February 29, 2008, we had
    completed the installation of 24 market test locations located
    in the Orlando and Boston metro areas. We are providing a
    complete turn-key solution for the market test including
    hardware, software, service, and hosting from our network
    operations center. Our relationship with KFC began in 2007 and
    sales to KFC represented less than one percent of total sales in
    2007.  
    Reuters Limited In June 2007, we entered into
    a master services agreement with Reuters Limited to manage and
    maintain Reuters InfoPoint network at digital signage
    locations in and outside of the United States. The InfoPoint
    network is a lifestyle, news, information and pictures-based
    digital signage display network designed for the out-of-home
    market. The network is designed for public spaces, lobbies,
    waiting areas and walkways. Our
    RoninCast®
    digital signage software is supplied to Reuters through our
    reseller partner, Richardson Electronics. Reuters is the
    worlds largest international multimedia news agency,
    providing investing news, world news, business news, technology
    news, headline news and small business news via the internet,
    video, mobile and interactive television platforms. We provide
    system support to Reuters network on a
    24-hour per
    day, 7-day
    per week and 365 days per year basis. Our relationship with
    Reuters began in 2007 and sales to Reuters represented less than
    one percent of total sales in 2007.
    Carnival Cruise Lines Carnival Cruise Lines
    has installed
    RoninCast®
    solutions on two of its newest ships, Carnival Freedom and Costa
    Serena. Carnival has installed more than 20 displays into the
    casino areas to advertise upcoming events, showcase jackpot
    winners, and communicate jackpot totals in real-time. Sales to
    Carnival Cruise Lines represented 1.5%, 2.4% and 0.0% of total
    sales for the years ended December 31, 2007, 2006 and 2005,
    respectively.
    Sealy Corporation We entered into a sale and
    purchase agreement with Sealy Corporation in July 2006 for its
    SealyTouch Kiosk Initiative. In 2006, we installed 48 SealyTouch
    interactive displays at locations throughout the United States.
    Subsequent to 2007, Sealy instructed us to place its existing
    displays into a Sealy warehouse. Sales to Sealy Corporation
    represented 0.5%, 11.4% and 4.9% of total sales for the years
    ended December 31, 2007, 2006 and 2005, respectively.
    BigEye Productions BigEye Productions
    (formerly GetServd.com) is a full service digital advertising
    firm located in Calgary, Alberta, that runs the
    RoninCast®
    digital signage network for many of North Americas leading
    paint suppliers, including industry leaders Hirshfields in
    the Midwest and Miller Paint in the Northwest. BigEye creates
    custom signage networks for its customers to promote their
    various vendors, create related sales opportunities and reduce
    perceived wait time for their customers. Sales through BigEye
    represented 2.3%, 11.6% and 0.0% of total sales for the years
    ended December 31, 2007, 2006 and 2005, respectively.
    Foxwoods Resort Casino Foxwoods is the
    largest casino in the world, with 340,000 square feet of
    gaming space in a complex that covers 4.7 million square
    feet. More than 40,000 guests visit Foxwoods each day. Foxwoods
    purchased
    RoninCast®
    software to control, administer and maintain marketing content
    on its property from its marketing headquarters in Norwich,
    Connecticut. Sales to Foxwoods Resort Casino represented 0.0%,
    8.8% and 0.0% of total sales for the years ended
    December 31, 2007, 2006 and 2005, respectively. 9




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Product
    Description
  ®
  
  Master Controller (MC)
  End-Point Controller (EPC)
  End-Point Viewer (EPV)
  Site Controller (SC) ®
  Network Builder (NB)
  Schedule Builder (SB)
 10




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Zone Builder (ZB)
  RoninCast®
    Wall (RCW)
  Database Client (DBC) ®
  Event Log Viewer (EVL)
  Software Development Kit (SDK) ® look-and-feel.
  Key
    Components
    User-Friendly
    Network Control
  ® ®
  Diverse
    Media and Authoring Choices
  ® ® ®
  Intelligent
    Content Distribution
  ®
    ®
 11




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® ®
  Distributed
    Management
  ® ®
  Enterprise-Level Compatibility
  ® ® ®
  Flexible
    Network Design
  ® ®
  ® and/or dial-up/DSL
  dial-up/DSL
  Security
  ® ®
  ®
  ® ®
 12




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®
    Network
    Operations Center
        Our
    Suppliers
    
    United Service Source (USSI) and ASD (installation services);
    NEC Display Solutions, Samsung America and Richardson
    Electronics Ltd. (monitors).
    Bell Micro, Richardson Electronics Ltd. and Aopen
    (computers); and
    Chief Manufacturing, Inc. (fixtures).   13




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##### Table of Contents



Agreements
    with NewSight
    90-day
        3-D
 14




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##### Table of Contents



3-D 3-D
  Agreement
    with Marshall Special Assets Group, Inc.
  ®
  Ongoing
    Development
    Services
     15




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##### Table of Contents



Consulting:
  Creative:
  Content Engineering: e-learning
  Content Deployment:
  Project Management:
  Fixturing: ®
  Installation:
  Training:  We ®
  Hosting:
  Maintenance and Support:
  Intellectual
    Property
  ®
  ® ® ® ® ® ®
  tm
  tm
  tm
     16




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Competition
    Regulation
    Employees
    Executive
    Officers of the Registrant
    Name

Age

Position with CompanyJeffrey C. Mack


54


Chairman, President, Chief Executive Officer and DirectorJohn A. Witham


56


Executive Vice President and Chief Financial OfficerRobert W. Whent


47


President, Wireless Ronin Technologies (Canada), Inc.Katherine A. Bolseth


34


Executive Vice President of Engineering and Product DevelopmentScott W. Koller


45


Executive Vice President, Sales and MarketingBrian S. Anderson


53


Vice President and Controller   Jeffrey C. Mack
 17




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##### Table of Contents



John A. Witham
  Robert W. Whent
  Katherine A. Bolseth
  Scott W. Koller
  Brian S. Anderson
  ITEM 2
    DESCRIPTION
    OF PROPERTY      ITEM 3
    LEGAL
    PROCEEDINGS   18




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##### Table of Contents



ITEM 4
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS      For


WithholdGregory T. Barnum


11,047,896



1,150,262Thomas J. Moudry


9,910,209



2,287,949William F. Schnell


12,010,306



187,852Brett A. Shockley


9,769,651



2,428,507Carl B. Walking Eagle, Sr.


10,829,046



1,369,112Jeffrey C. Mack


10,864,812



1,333,346     For

Against

Abstain

Broker Non-Vote6,607,242

1,084,729

50,891

4,455,296     For

Against

Abstain

Broker Non-Vote7,590,911

107,060

44,891

4,455,296     For

Against

Abstain

Broker Non-Vote12,037,180

69,177

91,801

0  PART II  ITEM 5
    MARKET
    FOR COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND SMALL
    BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
  mark-up,
  High


Low2007First Quarter

$
8.89


$
5.59Second Quarter

$
10.12


$
6.42Third Quarter

$
9.57


$
6.24Fourth Quarter

$
6.50


$
2.652006Fourth Quarter

$
7.18


$
4.58  19




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##### Table of Contents



Holders
    Dividend
    Policy
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Sale of
    Unregistered Securities During the Fourth Quarter of Fiscal Year
    2007
              Use of
    Proceeds
   20




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December 31,2007Net Proceeds

$
18,356,047Repayment of Outstanding Debt and Accrued Interest


1,757,276Inventory and Product Delivery Costs


4,667,431Sales and Marketing


2,608,419Research and Development


1,020,959Maintain Facilities, including Lease Obligations


524,019Management Compensation


584,065Investment in Subsidiary


3,368,780Working Capital


3,825,098Remaining Net Proceeds at December 31, 2007

$
   ITEM 6
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  Forward-Looking
    Statements
  The following discussion contains various forward-looking
    statements within the meaning of Section 21E of the
    Exchange Act. Although we believe that, in making any such
    statement, our expectations are based on reasonable assumptions,
    any such statement may be influenced by factors that could cause
    actual outcomes and results to be materially different from
    those projected. When used in the following discussion, the
    words anticipates, believes,
    expects, intends, plans,
    estimates and similar expressions, as they relate to
    us or our management, are intended to identify such
    forward-looking statements. These forward-looking statements are
    subject to numerous risks and uncertainties that could cause
    actual results to differ materially from those anticipated.
    Factors that could cause actual results to differ materially
    from those anticipated, certain of which are beyond our control,
    are set forth in this document under Cautionary
    Statement.
  Our actual results, performance or achievements could differ
    materially from those expressed in, or implied by,
    forward-looking statements. Accordingly, we cannot be certain
    that any of the events anticipated by forward-looking statements
    will occur or, if any of them do occur, what impact they will
    have on us. We caution you to keep in mind the cautions and
    risks described in this document and to refrain from attributing
    undue certainty to any forward-looking statements, which speak
    only as of the date of the document in which they appear. We do
    not undertake to update any forward-looking statement.
  Overview
  ®
  The
    Services We Provide
  ® ®
 21




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Our
    Sources of Revenue
    Our
    Expenses
  ®
  Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
    
    Software and software license sales
    System hardware sales
    Professional service revenue
    Software development services
    Software design and development services
    Implementation services
    Maintenance and support contracts  97-2, SOP 98-9 SOP 97-2,
 22




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##### Table of Contents



No. 00-21 (EITF 00-21)
          Software
    and software license sales
    System
    hardware sales
    Professional
    service revenue
  time-and-materials time-and-materials
  Software
    development services
   23




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##### Table of Contents



Software
    design and development services
  81-1, (SOP 81-1).
    Implementation
    services
    Maintenance
    and support contracts
      Basic
    and Diluted Loss per Common Share
    Deferred
    Income Taxes
   24




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Accounting
    for Stock-Based Compensation
        EITF 96-18, EITF 00-18,
  Form 10-KSB
 25




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##### Table of Contents



Results
    of Operations
    For the Years Ended December 31


Variance


Variance2007


2006


2005


2007 v 2006


2006 v 2005Sales

$
5,984,913


$
3,145,389


$
710,216


$
2,839,524


$
2,435,173Cost of sales


3,892,367



1,545,267



939,906



2,347,100



605,361Gross profit (loss)


2,092,546



1,600,122



(229,690
)


492,424



1,829,812Sales and marketing expenses


2,805,522



1,462,667



1,198,629



1,342,855



264,038Research and development expenses


1,197,911



875,821



881,515



322,090



(5,694
)General and administrative expenses


8,700,140



3,579,968



1,690,601



5,120,172



1,889,367Termination of partnership agreement


703,995











703,995



Total operating expenses


13,407,568



5,918,456



3,770,745



7,489,112



2,147,711Operating loss


(11,315,022
)


(4,318,334
)


(4,000,435
)


(6,996,688
)


(317,899
)Other income (expenses):Interest expense


(40,247
)


(10,124,216
)


(804,665
)


10,083,969



(9,319,551
)Loss on debt modification






(367,153
)






367,153



(367,153
)Interest income


1,277,456



21,915



1,375



1,255,541



20,540Other


(8,572
)


51



13,800



(8,623
)


(13,749
)Total other income (expense)


1,228,637



(10,469,403
)


(789,490
)


11,698,040



(9,679,913
)Net loss

$
(10,086,385
)

$
(14,787,737
)

$
(4,789,925
)

$
4,701,352


$
(9,997,812
)   Sales
    Cost
    of Sales
    Operating
    Expenses
  Sales and Marketing Expenses.
 26




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##### Table of Contents



Research and Development Expenses. ®
  General and Administrative Expenses.
  Termination of Partnership Agreement.
  Interest
    Expense
    Liquidity
    and Capital Resources
     27




---



##### Table of Contents



Operating
    Activities
    Investing
    Activities
      Financing
    Activities
    Form SB-2,
 28




---



##### Table of Contents



Form SB-2,
  
    We sold to the underwriter of our initial public offering for
    $50 a warrant to purchase 450,000 shares of our common
    stock exercisable at $4.80 per share. The warrant expires on the
    fourth anniversary of issuance. The warrant contains customary
    anti-dilution provisions and certain demand and participatory
    registration rights.
    Pursuant to the terms of convertible debenture agreements which
    we entered into with the Spirit Lake Tribe, a federally
    recognized Native American tribe, our indebtedness to the Spirit
    Lake Tribe incurred in 2005 aggregating $3,000,000 automatically
    converted into 1,302,004 shares of common stock.
    Pursuant to various note conversion agreements with 21 holders
    of convertible notes or debentures, an aggregate of $2,029,973
    principal amount of notes was automatically converted into
    634,362 shares of our common stock. In addition, we issued
    40,728 common shares in lieu of the payment of accrued interest
    in the amount of $130,344 due certain holders of such notes and
    debentures.      Contractual
    Obligations
    Operating
    and Capital Leases
   29




---



##### Table of Contents



Payment Due by PeriodTotal











MoreAmount


Less than








thanContractual Obligations

Committed


1 Year


1-3 Years


3-5 Years


5 YearsCapital Lease Obligations (including interest)

$
184,649


$
108,379


$
76,270


$



$
Operating Lease Obligations


1,329,190



382,075



538,539



393,178



15,398Total

$
1,513,839


$
490,454


$
614,809


$
393,178


$
15,398     Recent
    Accounting Pronouncements
  purchase method
      SFAS 157-2
 30




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##### Table of Contents



Quantitative
    and Qualitative Disclosures About Market Risk
        Subsequent
    Events
  Agreements
    with NewSight
    3-D 3-D 3-D
  CAUTIONARY
    STATEMENT
  Wireless Ronin Technologies, Inc., or persons acting on our
    behalf, or outside reviewers retained by us making statements on
    our behalf, or underwriters of our securities, from time to
    time, may make, in writing or orally, forward-looking
    statements as defined under the Private Securities
    Litigation Reform Act of 1995. This Cautionary Statement, when
    used in conjunction with an identified forward-looking
    statement, is for the purpose of qualifying for the safe
    harbor provisions of the Litigation Reform Act and is
    intended to be a readily available written document that
    contains factors which could cause results to differ materially
    from
 31




---



##### Table of Contents



such forward-looking statements. These factors are in
    addition to any other cautionary statements, written or oral,
    which may be made, or referred to, in connection with any such
    forward-looking statement.
  The following matters, among others, may have a material
    adverse effect on our business, financial condition, liquidity,
    results of operations or prospects, financial or otherwise, or
    on the trading price of our common stock. Reference to this
    Cautionary Statement in the context of a forward-looking
    statement or statements shall be deemed to be a statement that
    any one or more of the following factors may cause actual
    results to differ materially from those in such forward-looking
    statement or statements.
  Risks
    Related to Our Business
  Our
    operations and business are subject to the risks of an early
    stage company with limited revenue and a history of operating
    losses. We have incurred losses since inception, and we have had
    only nominal revenue. We may not ever become or remain
    profitable.
        Our
    success depends on our
    RoninCast®
    system achieving and maintaining widespread acceptance in our
    targeted markets. If our products contain errors or defects, our
    business reputation may be harmed.
  ® ®
  
    our ability to demonstrate
    RoninCast®
    softwares economic and other benefits;
    our customers becoming comfortable with using
    RoninCast®
    software; and
    the reliability of the software and hardware comprising
    RoninCast®
    and our other products.   32




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##### Table of Contents



We may
    experience fluctuations in our quarterly operating
    results.
  and/or
  During
    2007, sales to one customer generated over 40 percent of
    our revenue and any decrease in revenue from, or credit loss
    associated with, this customer, who has reprioritized its
    digital signage projects and recently negotiated an extension of
    the maturity date of the $2.3 million promissory note it
    has issued us, or any credit loss associated with any other
    customer, could have an adverse effect on our net revenue and
    operating results.
      The
    integration and operation of McGill Digital Solutions may
    disrupt our business and create additional expenses and we may
    not achieve the anticipated benefits of the acquisition. In the
    event we elect to expand our business through additional
    acquisitions, we cannot assure that such future acquisitions, if
    pursued and consummated, will be advantageous or
    profitable.
  and/or
   33




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##### Table of Contents



Most
    of our contracts are terminable by our customers with limited
    notice and without penalty payments, and early terminations
    could have a material effect on our business, operating results
    and financial condition.
    Our
    prospective customers often take a long time to evaluate our
    products, with this lengthy and variable sales cycle making it
    difficult to predict our operating results.
    
    reduced need to upgrade existing visual marketing systems;
    introduction of products by our competitors;
    lower prices offered by our competitors; and
    changes in budgets and purchasing priorities.    Adequate
    funds for our operations may not be available, requiring us to
    curtail our activities significantly.
   34




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##### Table of Contents



Difficulty
    in developing and maintaining relationships with third party
    manufacturers, suppliers and service providers could adversely
    affect our ability to deliver our products and meet our
    customers demands.
    Reductions
    in hardware costs will likely decrease hardware pricing to our
    customers and would reduce our per unit revenue.
    Because
    our business model relies upon strategic partners and resellers,
    we expect to face risks not faced by companies with only
    internal sales forces.
    
    we may not be able to adequately train our partners and
    resellers to sell and service our products;
    they may emphasize competitors products or decline to
    carry our products; and
    channel conflict may arise between other third parties
    and/or our
    internal sales staff.  Our
    industry is characterized by frequent technological change. If
    we are unable to adapt our products and develop new products to
    keep up with these rapid changes, we will not be able to obtain
    or maintain market share.
   35




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##### Table of Contents



Our
    future success depends on key personnel and our ability to
    attract and retain additional personnel.
    
    Jeffrey C. Mack, Chairman of the Board of Directors, President
    and Chief Executive Officer;
    John A. Witham, Executive Vice President and Chief Financial
    Officer;
    Robert W. Whent, President, Wireless Ronin Technologies
    (Canada), Inc.
    Katherine A. Bolseth,, Executive Vice President of Engineering
    and Product Development; and
    Scott W. Koller, Executive Vice President, Sales and Marketing.    Our
    ability to execute our business strategy depends on our ability
    to protect our intellectual property, and if any third parties
    make unauthorized use of our intellectual property, or if our
    intellectual property rights are successfully challenged, our
    competitive position and business could suffer.
    ®
 36




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##### Table of Contents



Our
    industry is characterized by frequent intellectual property
    litigation, and we could face claims of infringement by others
    in our industry. Such claims are costly and add uncertainty to
    our business strategy.
    
    pay substantial damages;
    cease the manufacture, use or sale of infringing products;
    discontinue the use of certain technology; or
    obtain a license under the intellectual property rights of the
    third party claiming infringement, which license may not be
    available on reasonable terms or at all.    Our
    business may be adversely affected by malicious applications
    that interfere with, or exploit security flaws in, our products
    and services.
    We
    could have liability arising out of our previous sales of
    unregistered securities.
   37




---



##### Table of Contents



and/or
  We
    compete with other companies that have more resources, which
    puts us at a competitive disadvantage.
      Our
    results of operations may depend upon selling our products to
    customers requiring large scale rollouts, which we have not
    previously conducted.
    We may
    be subject to sales and other taxes, which could have adverse
    effects on our business.
   38




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##### Table of Contents



Our
    results of operations could be adversely affected by changes in
    foreign currency exchange rates, particularly fluctuations in
    the exchange rate between the U.S. dollar and the Canadian
    dollar.
    Risks
    Related to Our Securities
  We
    must implement additional finance and accounting systems,
    procedures and controls in order to satisfy requirements
    applicable to public companies, which will increase our costs
    and divert managements time and attention.
         39




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##### Table of Contents



Our
    management has broad discretion over the use of net proceeds
    from our June 2007 follow-on offering and may apply the proceeds
    in ways that do not improve our operating results or increase
    the value of our common stock.
    If we
    fail to comply with the NASDAQ requirements for continued
    listing, our common stock could be delisted from NASDAQ, which
    could hinder our investors ability to obtain timely
    quotations on the price of our common stock, or trade our common
    stock in the secondary market.
    The
    market price of our stock may be subject to wide
    fluctuations.
    
    price and volume fluctuations in the overall stock market from
    time to time;
    significant volatility in the market price and trading volume of
    companies in our industry;
    actual or anticipated changes in our earnings or fluctuations in
    our operating results or in the expectations of financial market
    analysts;
    investor perceptions of our industry, in general, and our
    company, in particular;
    the operating and stock performance of comparable companies;
    general economic conditions and trends;
    major catastrophic events;
    loss of external funding sources;
    sales of large blocks of our stock or sales by insiders; or
    departures of key personnel.  Our
    directors and executive officers may exercise significant
    control over our company.
   40




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##### Table of Contents



Our
    articles of incorporation, bylaws and Minnesota law may
    discourage takeovers and business combinations that our
    shareholders might consider in their best
    interests.
    We do
    not anticipate paying cash dividends on our shares of common
    stock in the foreseeable future.
    A
    substantial number of shares are eligible for future sale by our
    current investors and the sale of those shares could adversely
    affect our stock price.
    ITEM 7
    FINANCIAL
    STATEMENTS  Page F-1.
  ITEM 8
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 8A(T)
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
   41




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##### Table of Contents



Rules 13a-15(e) 15d-15(e)).
  Managements
    Annual Report On Internal Control Over Financial
    Reporting
  Rule 13a-15(f),
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and
    directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use of disposition of our
    assets that could have a material effect on the financial
    statements.          Changes
    in Internal Control Over Financial Reporting
   42




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##### Table of Contents



ITEM 8B
    OTHER
    INFORMATION    Rule 14a-5(f)
     PART III  ITEM 9
    DIRECTORS,
    EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
    GOVERNANCE; COMPLIANCE WITH
    SECTION 16(a)
    OF THE EXCHANGE ACT    Form 10-K Regulation S-K, Form 10-KSB
  Regulation S-B
  ITEM 10
    EXECUTIVE
    COMPENSATION   43




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##### Table of Contents



ITEM 11
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number ofSecurities to be


Weighted-


Number of SecuritiesIssued Upon


Average


Remaining Available forExercise of


Exercise Price


Future Issuance UnderOutstanding


of Outstanding


Equity CompensationOptions,


Options,


Plans (ExcludingWarrants and


Warrants and


Securities Reflected inRights


Rights


Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


1,416,203
(1)

$
4.93



1,238,907
(2)Equity compensation plans not approved by security holders


267,181
(3)

$
5.37



Total


1,683,384


$
5.00



1,238,907     (1)
    
    Includes 200,000 shares of common stock issuable upon
    exercise of outstanding stock option under the 2006 Non-Employee
    Director Stock Option Plan, 1,114,093 shares of common
    stock issuable upon exercise of outstanding stock options under
    the Amended and Restated 2006 Equity Incentive Plan,
    6,000 shares of restricted stock granted under the Amended
    and Restated 2006 Equity Incentive Plan and 96,110 shares
    of common stock issuable upon exercise of outstanding warrants.(2)
    
    Includes 310,000 shares of common stock available for
    issuance under the 2006 Non-Employee Director Stock Option Plan,
    628,907 shares of common stock available for issuance under
    the Amended and Restated 2006 Equity Incentive Plan, and
    300,000 shares of common stock available for issuance under
    the 2007 Associate Stock Purchase Plan.(3)
    
    Represents: (a) 555 shares of common stock underlying
    a five-year warrant exercisable at $9.00 per share issued to a
    non-executive officer employee, which warrant expires on
    January 27, 2008; (b) 13,888 shares of common
    stock underlying a five-year warrant exercisable at $0.09 per
    share issued to an executive officer employee, which warrant
    expires on January 01, 2009; (c) 3,333 shares of
    common stock underlying a five-year warrant exercisable at $6.75
    per share issued to an executive officer, which warrant expires
    on January 1, 2009; (d) 13,888 shares of common
    stock underlying a five-year warrant exercisable at $6.75 per
    share issued to an executive officer, which warrant expires on
    April 29, 2009; (e) 3,333 shares of common stock
    underlying a five-year warrant exercisable at $6.75 per share
    issued to an executive officer, which warrant expires on
    May 1, 2009; (f) 222 shares of common stock
    underlying a five-year warrant exercisable at $6.75 per share
    issued to a non-executive officer employee, which warrant
    expires on July 12, 2009; (g) 35,354 shares of
    common stock underlying a five-year warrant exercisable at $2.25
    per share issued to an executive officer, which warrant expires
    on July 12, 2009; (h) 3,333 shares of common
    stock underlying five-year warrants exercisable at $6.75 per
    share issued to an executive officer, which warrants expire on
    August 1, 2009; (i) 3,333 shares of common stock
    underlying a five-year warrant exercisable at $6.75 share
    issued to an executive officer, which warrant expires on
    November 1, 2009; (j) 3,888 shares of common
    stock underlying a five-year warrant exercisable at $2.25 per
    share issued to an executive officer, which warrant expires on
    January 26,2010; (k) 27,777 shares of common
    stock underlying a five-year warrant exercisable at $0.09 per
    share issued to an executive officer, which warrant expires on
    July 1, 2008; (l) 3,333 shares of common stock
    underlying a five-year warrant exercisable at $6.75 per share
    issued to an executive officer, which warrant expires on
    February 1, 2010; (m) 222 shares of common stock
    underlying five-year warrants exercisable at $6.75 per share
    issued to non-executive officer employees, which warrants expire
    on February 18, 2010; (n) 277 shares of common
    stock underlying a five-year warrant exercisable at $6.75 per
    share 44




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##### Table of Contents



issued to a non-executive officer employee, which warrant
    expires on February 23, 2010; (o) 1,666 shares of
    common stock underlying a five-year warrant exercisable at $6.75
    per share issued to a non-executive officer employee, which
    warrant expires on April 9, 2010; (p) 833 shares
    of common stock underlying a five-year warrant exercisable at
    $6.75 per share issued to a non-executive officer employee,
    which warrant expires on April 18, 2010;
    (q) 13,888 shares of common stock underlying a
    five-year warrant exercisable at $6.75 per share issued to an
    executive officer, which warrant expires on April 29, 2010;
    (r) 3,333 shares of common stock underlying a
    five-year warrant exercisable at $6.75 per share issued to an
    executive officer, which warrant expires on May 1, 2010;
    (s) 8,888 shares of common stock underlying five-year
    warrants exercisable at $6.75 per share issued to executive
    officers, which warrants expire on August 4, 2010;
    (t) 388 shares of common stock underlying five-year
    warrants exercisable at $6.75 per share issued to non-executive
    officers employee, which warrants expire on August 19,
    2010; (u) 31,666 shares of common stock underlying
    five-year warrants exercisable at $6.75 per share issued to
    executive officers, which warrants expire on September 2,
    2010; (v) 13,888 shares of common stock underlying
    five-year warrants exercisable at $6.75 per share issued to an
    executive officer, which warrants expire on September 1,
    2009; (w) 13,888 shares of common stock underlying
    five year warrants exercisable at $6.75 per share issued to an
    executive officer, which warrants expire on March 1, 2010;
    (x) 2,777 shares of common stock underlying a
    five-year warrant exercisable at $11.25 per share issued to an
    executive officer, which warrant expires on October 10,
    2010; (y) 1,666 shares of common stock underlying a
    five-year warrant exercisable at $11.25 per share issued to a
    non-executive officer employee, which warrant expires on
    November 8, 2010; (z) 1,481 shares of common
    stock underlying a five-year warrant exercisable at $9.00 per
    share issued to a non-executive officer employee, which warrant
    expires on December 13, 2010; (aa) 26,809 shares of
    common stock underlying five-year warrants exercisable at $9.00
    per share issued to non-executive officer employees, which
    warrants expire on December 16, 2010; (bb) 111 shares
    of common stock underlying a five-year warrant exercisable at
    $9.00 per share issued to a non-executive officer employee,
    which warrant expires on December 20, 2010;
    (cc) 3,333 shares of common stock underlying five-year
    warrants exercisable at $9.00 per share issued to non-executive
    officer employees, which warrants expire on December 28,
    2010; (dd) 6,944 shares of common stock underlying a
    five-year warrant exercisable at $9.00 per share issued to an
    executive officer, which warrant expires on December 30,
    2010; (ee) 5,184 shares of common stock underlying
    five-year warrants exercisable at $9.00 per share issued to
    non-executive officer employees, which warrants expire on
    December 30, 2010; (ff) 296 shares of common stock
    underlying a five-year warrant exercisable at $9.00 per share
    issued to a non-executive officer employee, which warrant
    expires on January 6, 2011; (gg) 2,222 shares of
    common stock underlying a five-year warrant exercisable at $9.00
    per share issued to a non-executive officer employee, which
    warrant expires on January 19, 2011; (hh) 2,222 shares
    of common stock underlying a five-year warrant exercisable at
    $9.00 per share issued to a non-executive officer employee,
    which warrant expires on January 30, 2011;
    (ii) 1,851 shares of common stock underlying a
    five-year warrant exercisable at $9.00 per share issued to an
    executive officer, which warrant expires on February 6,
    2011; and (jj) 11,111 shares of common stock underlying a
    five-year warrant exercisable at $2.25 per share issued to an
    executive officer employee, which warrant expires on
    October 12, 2009. The foregoing amounts exclude fractional
    shares to be settled in cash.  ITEM 12
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 13
    EXHIBITS    ITEM 14
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   45




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##### Table of Contents



SIGNATURES      By
    /s/  Jeffrey
    C. Mack      POWERS OF
    ATTORNEY
      Signature

Title

Date/s/  Jeffrey
    C. MackJeffrey
    C. Mack

Chairman of the Board, President, Chief Executive Officer and
    Director
    (Principal Executive Officer)

March 13, 2008/s/  John
    A. WithamJohn
    A. Witham

Executive Vice President and Chief Financial Officer 
    (Principal Financial Officer)

March 13, 2008/s/  Brian
    S. AndersonBrian
    S. Anderson

Vice President and Controller
    (Principal Accounting Officer)

March 13, 2008/s/  William
    F. SchnellWilliam
    F. Schnell

Director

March 13, 2008Carl
    B. Walking Eagle Sr.

Director/s/  Gregory
    T. BarnumGregory
    T. Barnum

Director

March 13, 2008/s/  Thomas
    J. MoudryThomas
    J. Moudry

Director

March 13, 2008/s/  Brett
    A. ShockleyBrett
    A. Shockley

Director

March 13, 2008  46




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS



Wireless
    Ronin Technologies, Inc.   
 Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Financial StatementsConsolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Shareholders
    Equity (Deficit)


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7   F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm              
    F-2




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2007


2006ASSETSCURRENT ASSETSCash and cash equivalents

$
14,542,280


$
8,273,388Marketable securities  available for sale


14,657,635



7,193,511Accounts receivable, net of allowance of $84,685 and $23,500


4,135,402



1,128,730Income tax receivable


231,328



Inventories


539,140



255,850Prepaid expenses and other current assets


817,511



148,024Total current assets


34,923,296



16,999,503Property and equipment, net


1,780,390



523,838Intangible assets, net


3,174,804



Restricted cash


450,000



Other assets


40,217



22,586TOTAL ASSETS

$
40,368,707


$
17,545,927LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term obligations

$
100,023


$
106,311Accounts payable


1,387,327



948,808Deferred revenue


1,252,485



202,871Accrued purchase price consideration


999,974



Accrued liabilities


869,759



394,697Total current liabilities


4,609,568



1,652,687Capital lease obligations, less current maturities


70,960



155,456TOTAL LIABILITIES


4,680,528



1,808,143COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCapital stock, $0.01 par value, 66,666,666 shares
    authorized Preferred stock, 16,666,666 shares authorized,
    no shares issued and outstanding






Common stock, 50,000,000 shares authorized; 14,537,705 and
    9,825,621 shares issued and outstanding


145,377



98,256Additional paid-in capital


78,742,311



49,056,509Accumulated deficit


(43,520,098
)


(33,433,713
)Accumulated other comprehensive income


320,589



16,732Total shareholders equity


35,688,179



15,737,784TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
40,368,707


$
17,545,927    F-3




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##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Years Ended December 31,2007


2006


2005SalesHardware

$
3,298,078


$
1,852,678


$
576,566Software


597,923



1,107,913



66,572Services and other


2,088,912



184,798



67,078Total sales


5,984,913



3,145,389



710,216Cost of salesHardware


2,286,695



1,429,585



517,503Software


1,007







Services and other


1,531,647



78,272



32,156Inventory lower of cost or market


73,018



37,410



390,247Total cost of sales


3,892,367



1,545,267



939,906Gross profit (loss)


2,092,546



1,600,122



(229,690
)Operating expenses:Sales and marketing expenses


2,805,522



1,462,667



1,198,629Research and development expenses


1,197,911



875,821



881,515General and administrative expenses


8,700,140



3,579,968



1,690,601Termination of partnership agreement


703,995







Total operating expenses


13,407,568



5,918,456



3,770,745Operating loss


(11,315,022
)


(4,318,334
)


(4,000,435
)Other income (expenses):Interest expense


(40,247
)


(10,124,216
)


(804,665
)Loss on debt modification






(367,153
)


Interest income


1,277,456



21,915



1,375Other


(8,572
)


51



13,800Total other income (expense)


1,228,637



(10,469,403
)


(789,490
)Net loss

$
(10,086,385
)

$
(14,787,737
)

$
(4,789,925
)Basic and diluted loss per common share

$
(0.82
)

$
(9.71
)

$
(7.18
)Basic and diluted weighted average shares outstanding


12,314,178



1,522,836



666,712    F-4




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)  AccumulatedAdditional





Other


TotalCommon Stock


Paid-In


Accumulated


Comprehensive


ShareholdersShares


Amount


Capital


Deficit


Income


Equity (Deficit)Balances at December 31, 2004


583,659


$
5,837


$
9,154,627


$
(13,856,051
)

$



$
(4,695,587
)Net loss














(4,789,925
)






(4,789,925
)Sales of equity instruments for cash consideration:Equity units sold at $9.00 per unit


113,884



1,139



1,023,861











1,025,000Common stock sold at $9.00 per share


9,998



100



89,900











90,000Common stock sold at $4.50 per share


22,222



222



99,778











100,000Common stock issued to related parties for:Short-term notes payable at $2.19 per share


33,332



333



72,799











73,132Payment of accrued interest at $9.00 per share


19,443



194



174,806











175,000Common stock issued for:Services at $1.80 per share


833



8



1,492











1,500Services at $9.00 per share


666



7



5,993











6,000Warrants issued to related parties for:Short-term notes payable










65,925











65,925Notes payable










33,954











33,954Short-term borrowings










115,628











115,628Deferred financing costs










28,479











28,479Warrants issued for:Short-term notes payable










12,465











12,465Notes payable










48,409











48,409Deferred financing costs










25,782











25,782Services










78,770











78,770Balances at December 31, 2005


784,037


$
7,840


$
11,032,668


$
(18,645,976
)

$



$
(7,605,468
)Net loss














(14,787,737
)






(14,787,737
)Unrealized gain on investments


















16,732



16,732Total comprehensive loss






















(14,771,005
)Stock issued to related parties for:Interest expense to related party at $9.00 per share


24,999



250



224,750











225,000Stock issued for short-term notes payable


45,332



453



202,192











202,645Stock issued for short-term notes payable


20,000



200



58,662











58,862Warrants issued to related parties for:Short-term notes payable










268,872











268,872Deferred issuance costs










39,499











39,499Warrants issued for:Notes payable










18,697











18,697Bridge notes










1,893,500











1,893,500Compensation expense










405,151











405,151Directors










300,937











300,937Beneficial conversion of short-term notes payable










5,700,290











5,700,290Repricing of warrants










81,126











81,126Proceeds from initial public offering of common stock, less
    offering costs


5,175,000



51,750



17,951,804











18,003,554Conversion of long-term obligations into common stock


3,628,056



36,281



10,407,123











10,443,404Conversion of accrued interest into common stock


147,642



1,476



470,994











472,470Exercise of warrants


555



6



244











250Balances at December 31, 2006


9,825,621


$
98,256


$
49,056,509


$
(33,433,713
)

$
16,732


$
15,737,784Net loss














(10,086,385
)






(10,086,385
)Unrealized loss on investments


















(10,695
)


(10,695
)Foreign currency translation gain


















314,552



314,552Total comprehensive loss






















(9,782,528
)Stock-based compensation










1,167,171











1,167,171Exercise of options and warrants


372,084



3,721



1,156,999











1,160,720Common stock issued for acquisition


50,000



500



311,500











312,000Proceeds from the sale of common stock, less offering costs


4,290,000



42,900



27,050,132











27,093,032Balances at December 31, 2007


14,537,705


$
145,377


$
78,742,311


$
(43,520,098
)

$
320,589


$
35,688,179    F-5




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  For the Years Ended December 31,2007


2006


2005Operating Activities:Net loss

$
(10,086,385
)

$
(14,787,737
)

$
(4,789,925
)Adjustments to reconcile net loss to net cash used in operating
    activitiesDepreciation and amortization


436,552



1,196,027



151,830Amortization of acquisition-related intangibles


215,005







Loss on disposal of property and equipment


36,782







7,355Allowance for doubtful receivables


61,000



21,000



2,500Inventory lower of cost or market






37,410



390,247Debt discount amortization






3,569,509



63,647Debt discount amortization  related party






606,912



37,617Common stock issued for interest expense  related
    party






225,000



175,000Common stock issued for services










7,500Issuance of warrants for short-term borrowings 
    related parties






39,499



115,628Issuance of warrants for services










78,770Stock-based compensation expense


1,167,171



787,214



Beneficial conversion of notes payable






4,107,241



Change in operating assets and liabilities, net of acquisitions:Accounts receivable


(2,464,002
)


(933,350
)


(191,332
)Corporate income taxes


49,924







Inventories


(283,289
)


95,595



(52,289
)Prepaid expenses and other current assets


(598,797
)


(122,307
)


787Other assets


2,500



(4,995
)


(3,485
)Accounts payable


410,927



697,280



154,000Deferred revenue


1,065,010



(884,555
)


6,593Accrued liabilities


336,421



390,516



460,683Net cash used in operating activities


(9,651,181
)


(4,959,741
)


(3,384,874
)Investing activitiesCash paid for acquisitions, net of cash received


(2,877,201
)






Purchases of property and equipment


(1,471,921
)


(310,926
)


(272,114
)Purchases of marketable securities


(28,301,446
)


(7,176,779
)


Sales of marketable securities


20,826,625







Net cash used in investing activities


(11,823,943
)


(7,487,705
)


(272,114
)Financing activitiesNet proceeds from (payments on) bank lines of credit and
    short-term note payable






(350,000
)


400,000Payment for deferred financing costs






(864,509
)


(100,000
)Proceeds from short-term notes payable  related
    parties






4,825,000



200,000Payments on short-term notes payable  related parties






(335,601
)


Proceeds from long-term notes payable






194,242



Proceeds from long-term notes payable- related parties










3,000,000Payments on long-term notes payable and capital leases


(111,486
)


(872,939
)


(1,023,069
)Proceeds (payments) on long-term notes payable 
    related parties






(13,750
)


1,215,000Restricted cash


(450,000
)






Proceeds from issuance of common stock and equity units


27,093,032



18,003,554



Proceeds from exercise of warrants and stock options


1,160,720



250



Net cash provided by financing activites


27,692,266



20,586,247



3,691,931Effect of Exchange Rate Changes on Cash


51,750







Increase in Cash and Cash Equivalents


6,268,892



8,138,801



34,943Cash and Cash Equivalents, beginning of period


8,273,388



134,587



99,644Cash and Cash Equivalents, end of period

$
14,542,280


$
8,273,388


$
134,587    F-6




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes
    to Consolidated Financial Statements
  NOTE 1:
    NATURE OF
    OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES  Nature
    of Business and Operations
  Overview
  ®
  e-learning, e-performance e-marketing E-learning E-performance E-marketing
    Summary
    of Significant Accounting Policies
    1.
    Principles
    of Consolidation    2.
    Foreign
    currency   F-7




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  3.
    Revenue
    Recognition  The Company recognizes revenue primarily from these
    sources:
  
    Software and software license sales
    System hardware sales
    Professional service revenue
    Software development services
    Software design and development services
    Implementation services
    Maintenance and support contracts  97-2, SOP 98-9 SOP 97-2, No. 00-21 (EITF 00-21)
         F-8




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Software
    and software license sales
    System
    hardware sales
    Professional
    service revenue
  time-and-materials time-and-materials
  Software
    development services
    Software
    design and development services
  81-1, (SOP 81-1).
   F-9




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2007Cost incurred on uncompleted contracts

$
155,246Esimated earnings


616,174771,420Less: billings to date


(932,021
)$
(160,601
)     Implementation
    services
    Maintenance
    and support contracts
      4.
    Cash and
    Cash Equivalents    5.
    Restricted
    Cash    6.
    Marketable
    Securities   F-10




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Accounts
    Receivable    8.
    Income
    Tax Receivable    9.
    Inventories  first-in,
  10.
    Intangible
    Assets    11.
    Impairment
    of Long-Lived Assets   F-11




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  12.
    Depreciation
    and Amortization      Equipment


3  5 yearsDemonstration equipment


3  5 yearsFurniture and fixtures


7 yearsPurchased software


3 yearsLeased equipment


3 yearsLeasehold improvements


Shorter of 5 years or term of lease     13.
    Advertising
    Costs    14.
    Comprehensive
    Loss    15.
    Software
    Development Costs   F-12




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  16.
    Borrowing
    Arrangements    17.
    Basic and
    Diluted Loss per Common Share    18.
    Deferred
    Income Taxes    19.
    Accounting
    for Stock-Based Compensation       F-13




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    EITF 96-18, EITF 00-18,
    20.
    Fair
    Value of Financial Instruments    21.
    Financial
    Instruments    22.
    Registration
    Rights Agreements  EITF 00-19-2,
  23.
    Use of
    Estimates   F-14




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Recent
    Accounting Pronouncements
  purchase method
      SFAS 157-2
 F-15




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 2:
    OTHER
    FINANCIAL STATEMENT INFORMATION    INVENTORIES
  December 31,2007


2006Finished goods

$
318,451


$
158,051Work-in-process


220,689



Product components and supplies






97,799Total inventories

$
539,140


$
255,850     PREPAID
    EXPENSES AND OTHER CURRENT ASSETS
  December 31,2007


2006Deferred project costs

$
476,679


$
Prepaid expenses


340,832



148,024Total prepaid expenses and other current assets

$
817,511


$
148,024     PROPERTY
    AND EQUIPMENT
  December 31,2007


2006Leased equipment

$
380,908


$
380,908Equipment


923,549



162,507Leasehold improvements


313,021



136,812Demonstration equipment


127,556



99,839Purchased software


226,003



70,246Furniture and fixtures


581,355



30,333Total property and equipment

$
2,552,392


$
880,645Less: accumulated depreciation


(772,002
)


(356,807
)Net property and equipment

$
1,780,390


$
523,838  F-16




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  OTHER
    ASSETS
    ACCRUED
    LIABILITIES
  December 31,2007


2006Compensation

$
590,737


$
347,083Deferred gain on sale leaseback






30,241Accrued remaining lease obligations


170,793



Accrued rent


79,131



5,210Sales tax and other


29,098



12,163Total accrued liabilities

$
869,759


$
394,697     DEFERRED
    REVENUE
  December 31,2007


2006Deferred customer billings

$
950,066


$
Deferred software maintenance


90,197



149,555Customer deposits


166,162



53,316Deferred project revenue


46,060



Total deferred revenue

$
1,252,485


$
202,871  F-17




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  SUPPLEMENTAL
    CASH FLOW INFORMATION
  For the Years Ended December 312007


2006


2005Cash paid for:Interest

$
40,247


$
1,505,429


$
424,329Noncash Investing and Financing Activities:Common stock issued for notes payableRelated parties






202,645



73,132Non-related parties






58,863



Warrants issued for notes payableRelated parties






268,872



99,879Non-related parties






1,912,197



60,874Long-term note payable converted into common stockRelated parties






3,683,550



Non-related parties






1,346,423



Short-term note payable converted into common stockRelated parties






4,582,333Non-related parties






831,097Beneficial conversion of short-term notes payable






1,593,049



Stock and warrants issued for deferred financing costsRelated parties










28,479Non-related parties










25,782Conversion of accounts payable into long-term notes payableRelated parties






55,000



15,000Conversion of deferred revenue into long-term notes payable










328,275Conversion of accrued interest into long-term notes payable






76,531



112,423Conversion of accrued interest into common stockRelated parties






325,350



Non-related parties






147,121



Issuance of note payable in exchange for inventory










482,193Non-cash purchase of fixed assets through capital lease






5,910



Stock issued in acquisition of McGill Digital Solutions

$
312,000


$



$
   NOTE 3:
    TERMINATION
    OF PARTNERSHIP AGREEMENT   F-18




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    NOTE 4:
    MARKETABLE
    SECURITIES        GrossUnrealized


FairCost


Gain/(Loss)


Value2007Debt securities:Issued by Federal government agencies (maturing 2008)

$
14,668,330


$
(10,695
)

$
14,657,635Total marketable securities

$
14,668,330


$
(10,695
)

$
14,657,6352006Debt securities:Issued by Federal government agencies (maturing 2007)

$
7,176,779


$
16,732


$
7,193,511Total marketable securities

$
7,176,779


$
16,732


$
7,193,511   NOTE 5:
    ACQUISITIONS
    AND INTANGIBLE ASSETS  e-learning
 F-19




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Cash payment to sellers

$
3,190,563Transaction costs


178,217Accrued purchase price consideration


999,974Stock issuance


312,000Total purchase price

$
4,680,754     August 16,2007Current assets

$
1,392,391Intangible assets


3,221,652Property and equipment


236,878Total assets acquired


4,850,921Current liabilities


151,075Long-term liabilities


19,092Total liabilities assumed


170,167Net assets acquired

$
4,680,754   Pro
    Forma Operating Results (Unaudited)
    For the Years Ended December 31,2007


2006Sales

$
8,185,020


$
7,836,727Loss from operations


(11,442,674
)


(4,634,039
)Net loss


(10,462,572
)


(14,795,819
)Basic and diluted loss per common share

$
(0.85
)

$
(9.41
)    F-20




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Intangible
    Assets
    As of December 31, 2007


2007Carrying





Carrying


WeightedAmount


Accumulated


Amount


AverageGross


Amortization


Net


LifeCustomer relationships

$
1,681,540


$
70,064


$
1,611,476



9 yearsTechnology


1,399,990



105,000



1,294,990



5 yearsNon-compete agreements


164,485



20,561



143,924



3 yearsTradenames


90,966



2,274



88,692



15 yearsBacklog


57,153



21,431



35,722



1 yearTotal

$
3,394,134


$
219,330


$
3,174,804



7 years     2008

$
563,3342009


527,6132010


507,0532011


472,7852012


367,786Thereafter


736,233Total

$
3,174,804   NOTE 6:
    CAPITAL
    LEASE OBLIGATIONS      December 31,2007


2006Cost

$
380,908


$
380,908Less: accumulated amortization


(260,950
)


(157,030
)Total

$
119,958


$
223,878    F-21




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ending December 31,

Amount2008

$
108,3792009


76,270Total payments


184,649Less: portion representing interest


(24,165
)Principal portion


160,484Less: current portion


(89,524
)Long-term portion

$
70,960     Year Ending December 31,

Amount2008

$
89,5242009


70,960Total

$
160,484     NOTE 7:
    COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
          Year Ending December 31,

Lease Obligations2008

$
382,0752009


333,8092010


204,7302011


200,7062012


192,472Thereafter


15,398Total future minimum obligations

$
1,329,190  F-22




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Remaining
    Lease Obligation
    September 30,


Adjustments


December 31,2007


to Estimates


2007Costs to be incurred:Existing rental payments

$
168,188


$
(19,401
)

$
148,787Expected operating

$
66,430


$
(3,065
)

$
63,365Unamortized leasehold improvements

$
90,397


$
(10,430
)

$
79,967Listing agent fee

$
34,398


$
(3,969
)

$
30,429Sublease receiptsExpected sublease rental income

$
84,094


$
(9,700
)

$
74,394Expected reimbursement of operating costs

$
66,430


$
(3,065
)

$
63,365     Litigation
    NOTE 8:
    SHAREHOLDERS
    EQUITY (DEFICIT)  Stock
    Split
   F-23




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Initial
    Public Offering
  Form SB-2,
  Follow-on
    Offering
  Form SB-2,
  Warrants
      December 31, 2007


December 31, 2006


December 31, 2005Weighted





Weighted





WeightedCommon


Average


Common


Average


Common


AverageStock


Exercise


Stock


Exercise


Stock


ExerciseWarrants


Price


Warrants


Price


Warrants


PriceOutstanding at beginning of year


2,228,930


$
4.99



567,600


$
9.25



412,446


$
9.57Granted










1,666,386



3.78



183,637



8.45Exercised


(355,143
)


3.18



(556
)


0.45







Expired


(7,916
)


17.21



(4,500
)


43.61



(28,483
)


3.38Outstanding at end of year


1,865,871


$
5.28



2,228,930


$
4.99



567,600


$
9.25Non-exercisable










(450,000
)


4.80



Outstanding and exercisable at end of year


1,865,871


$
5.28



1,778,930


$
5.03



567,600


$
9.25         2007


2006


2005Expected life


N/A



3  5 Years



3  5 YearsDividend yield


N/A



0
%


0
%Expected volatility


N/A



61.718
%


61.718
%Risk-free interest rate


N/A



5.0
%


5.0
%  F-24




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            NOTE 9:
    STOCK-BASED
    COMPENSATION AND BENEFIT PLANS  Warrants
      December 31, 2007


December 31, 2006


December 31, 2005Weighted





Weighted





WeightedCommon


Average


Common


Average


Common


AverageStock


Exercise


Stock


Exercise


Stock


ExerciseWarrants


Price


Warrants


Price


Warrants


PriceOutstanding at beginning of year


380,374


$
6.06



329,337


$
6.31



137,522


$
3.08Granted










51,037



9.00



191,815



8.63Exercised


(15,944
)


1.62















Expired


(1,111
)


22.50















Outstanding and exercisable at end of year


363,319


$
6.21



380,374


$
6.06



329,337


$
6.31    F-25




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Warrants Outstanding and ExercisableWeighted-Average

Weighted-Remaining

Average


AggregateNumber


Contractual

Exercise


IntrinsicRange of Exercise Prices

Outstanding


Life

Price


Value$0.09 - $ 2.24


41,667


0.67 Years

$
0.09


$
117,501$2.25 - $ 6.74


57,022


1.68 Years


2.25



37,635$6.75 - $ 8.99


119,444


2.12 Years


6.75



$9.00 - $11.24


145,186


3.12 Years


9.07



363,319


2.28 Years

$
6.21


$
155,135     Stock
    options
  Amended
    and Restated 2006 Equity Incentive Plan
      2006
    Non-Employee Director Stock Option Plan
   F-26




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        WeightedAverageOptions


ExerciseOutstanding


PriceBalance, December 31, 2005





$
Granted


553,333



4.00Exercised






Forfeited or expired


(90,000
)


4.00Balance, December 31, 2006


463,333


$
4.00Granted


905,660



4.99Exercised


(1,000
)


6.02Forfeited or expired


(53,900
)


4.79Balance, December 31, 2007


1,314,093


$
4.65     Stock Options Outstanding


Options ExercisableWeighted Average

Weighted


Aggregate





Weighted


AggregateRange of Exercise

Number


Remaining

Average


Intrinsic


Options


Average


IntrinsicPrices Between

Outstanding


Contractual Life

Exercise Price


Value


Exercisable


Exercise Price


Value$2.80 - $2.80


270,000


5.0 Years

$
2.80


$
29,700






$



$
$4.00 - $4.00


433,333


3.2 Years


4.00







216,667



4.00



$5.65 - $6.42


524,760


4.0 Years


5.76







18,210



6.18



$6.50 - $7.38


86,000


4.6 Years


6.90















1,314,093


4.0 Years

$
4.65


$
29,700



234,877


$
4.17


$
   Restricted
    stock units
   F-27




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Expense
    Information under SFAS 123R
    2007


2006Stock-based compensation costs included in:Sales and marketing expenses

$
125,746


$
65,729Research and development expenses


86,459



General and administrative expenses


954,966



721,485Total stock-based compensation expenses

$
1,167,171


$
787,214       2005Net Loss:As reported

$
(4,789,925
)Add: Stock-based compensation included in net loss


Deduct: Stock based compensation determined under fair value
    based method for all awards


(13,880
)Pro forma net loss

$
(4,803,805
)Basic and diluted loss per common share:As reported

$
(7.18
)Pro forma

$
(7.21
)   Valuation
    Information under SFAS 123R
    2007


2006Expected life


3.64 Years



5.00 YearsDividend yield


0
%


0
%Expected volatility


97.2
%


61.7
%Risk-free interest rate


4.6
%


5.0
%    F-28




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007
    Associate Stock Purchase Plan
    Employee
    Benefit Plan
    NOTE 10:
    SEGMENT
    INFORMATION AND MAJOR CUSTOMERS      For the Years Ended December 31,2007


2006


2005United States

$
5,529,381


$
2,780,929


$
710,216Canada


455,532



364,460



Total Sales

$
5,984,913


$
3,145,389


$
710,216     2007


2006Property and equipment, net:United States

$
1,425,351


$
523,838Canada


355,039



Total

$
1,780,390


$
523,838Intangible assets, net:United States

$



$
Canada


3,174,804



Total

$
3,174,804


$
  F-29




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended December 31,Customer

2007


2006


2005NewSight Corporation


42.5
%


*



*Chrysler (BBDO Detroit/Windsor)


18.3
%


*



*Marshall Special Asset Group, Inc.



*


15.9
%


*BigEye Productions



*


11.6
%


*Sealy Corporation



*


11.4
%


*Grand Casino Hinckley



*


*



10.0
%60.8
%


38.9
%


10.0
%     *
    
    Sales from these customers were less than 10% of total sales for
    the period reported.    Year Ended December 31,Customer

2007


2006NewSight Corporation


57.4
%


*Chrysler (BBDO Detroit/Windsor)


15.6
%


*BigEye Productions


*



17.7
%Frio River Consultants, Inc.


*



13.1
%Grand Casino Hinckley


*



11.5
%Richardson Electronics


*



11.4
%73.0
%


53.7
%     *
    
    Accounts receivable from these customers were less than 10% of
    total accounts receivable for the period reported.   F-30




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 11:
    INCOME
    TAXES        2007


2006Current asset:Allowance for doubtful accounts

$
30,000


$
10,000Property and equipment


(62,000
)


(28,000
)Accrued expenses


35,000



11,000Non-current asset:Net foreign carryforwards


240,000



Net operating loss carryforwards


11,996,000



9,881,000Deferred tax asset


12,239,000



9,874,000Less: valuation allowance


(12,239,000
)


(9,874,000
)Net deferred tax asset

$



$
       05-8. (EITF 05-8). EITF 05-8 EITF 05-5 EITF 05-8
 F-31




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2004-2007.
    Year Ended December 31,2007


2006


2005Income tax provision:Deferred:Federal

$
(2,895,000
)

$
(3,096,000
)

$
(1,617,000
)State


(468,000
)


(589,000
)


(307,000
)Foreign


(240,000
)






Change in valuation allowance


3,603,000



3,685,000



1,924,000Total income tax expense (benefit)

$



$



$
       Year Ended December 31,2007


2006


2005Federal statutory rate


(34.0
)%


(34.0
)%


(34.0
)%State taxes


(4.6
)


(6.5
)


(6.5
)Foreign rate differential


(0.3
)






Stock-based compensation


3.6







Other


(0.4
)


(0.1
)


0.3Change in valuation allowance


35.7



40.6



40.2
%



%



%  F-32




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 12:
    SELECTED
    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)    Quarter EndedMarch 31


June 30


September 30


December 312007Sales

$
196,436


$
3,054,863


$
1,123,933


$
1,609,681Gross profit


93,173



1,181,839



414,168



403,366Loss from operations


(3,191,491
)


(1,248,763
)


(2,831,425
)


(4,043,345
)Net loss


(3,050,565
)


(979,711
)


(2,382,524
)


(3,673,588
)Net loss per share  basic and diluted

$
(0.31
)

$
(0.09
)

$
(0.17
)

$
(0.25
)2006Sales

$
601,566


$
332,660


$
983,188


$
1,227,975Gross profit


374,376



125,917



651,857



447,972Loss from operations


(1,282,443
)


(1,168,549
)


(561,315
)


(1,306,024
)Net loss


(1,932,643
)


(2,225,651
)


(2,159,991
)


(8,469,450
)Net loss per share  basic and diluted

$
(2.46
)

$
(2.80
)

$
(2.53
)

$
(2.33
)   NOTE 13:
    INTEREST
    EXPENSE AND FINANCING ACTIVITIES  Deferred
    financing costs
         F-33




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Bank
    Lines of Credit and Notes Payable
  Lines
    of credit  bank
    Short-term
    note payable  shareholder
      Convertible
    bridge notes payable
   F-34




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Short-Term
    Notes Payable  Related Parties
  Short-term
    notes payable  related parties
        EITF 96-19,
 F-35




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Short-term
    borrowings  related parties
        Long-Term
    Notes Payable
  Convertible
    bridge notes payable
       F-36




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note
    payable to customer
    Long-Term
    Notes Payable  Related Parties
  Convertible
    debenture payable
      Convertible
    bridge notes payable
       F-37




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Fair
    Value of Warrants
    NOTE 14:
    SUBSEQUENT
    EVENTS  Agreements
    with NewSight
    3-D 3-D 3-D
 F-38




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description3
.1

Articles of Incorporation of the Registrant, as amended
    (incorporated by reference to our Pre-Effective Amendment
    No. 1 to our
    Form SB-2
    filed on October 12, 2006 (File
    No. 333-136972)).3
.2

Bylaws of the Registrant, as amended (incorporated by reference
    to our Quarterly Report on
    Form 10-QSB
    filed on November 14, 2007 (File
    No. 001-33169)).4
.1

See exhibits 3.1 and 3.2.4
.2

Specimen common stock certificate of the Registrant
    (incorporated by reference to Pre-Effective Amendment No. 1
    to our
    Form SB-2
    filed on October 12, 2006 (File
    No. 333-136972)).4
.3

Form of Current Warrant to Purchase Common Stock of the
    Registrant (incorporated by reference to our Registration
    Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).4
.4

Form of Previous Warrant to Purchase Common Stock of the
    Registrant (incorporated by reference to our Registration
    Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).10
.1

Wireless Ronin Technologies, Inc. Amended and Restated 2006
    Equity Incentive Plan (incorporated by reference to our
    Definitive Proxy Statement on Schedule 14A filed on
    October 2, 2007 (File
    No. 001-33169)).10
.2

Wireless Ronin Technologies, Inc. 2006 Non-Employee Director
    Stock Option Plan (incorporated by reference to our Definitive
    Proxy Statement on Schedule 14A filed on December 26,
    2006
    (File No. 001-33169)).10
.3

Employment Agreement, dated as of April 1, 2006, between
    the Registrant and Jeffrey C. Mack (incorporated by reference to
    our Registration Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).10
.4

Employment Agreement, dated as of April 1, 2006, between
    the Registrant and Scott W. Koller (incorporated by reference to
    our Registration Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).10
.5

Employment Agreement, dated as of April 1, 2006, between
    the Registrant and John A. Witham (incorporated by reference to
    our Registration Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).10
.6

Amended and Restated Employment Agreement, dated as of
    December 13, 2006 between the Registrant and Brian S.
    Anderson (incorporated by reference to our Current Report on
    Form 8-K/A
    filed on December 15, 2006 (File
    No. 001-33169)).10
.7

Sale and Purchase Agreement, dated July 11, 2006, between
    Sealy Corporation and the Registrant (incorporated by reference
    to our Pre-Effective Amendment No. 4 to
    Form SB-2
    filed on November 22, 2006 (File
    No. 333-136972)).10
.8

Form of Non-Qualified Stock Option Agreement Granted under the
    Wireless Ronin Technologies, Inc. 2006 Equity Incentive Plan
    (incorporated by reference to our Registration Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).10
.9

Form of Incentive Stock Option Agreement Granted under the 2006
    Equity Incentive Plan (incorporated by reference to our
    Registration Statement on
    Form SB-2
    filed on August 29, 2006 (File
    No. 333-136972)).10
.10

Letter Amendment, dated October 5, 2006, to the Sale and
    Purchase Agreement between Sealy Corporation and the Registrant
    (incorporated by reference to our Registration Statement on
    Form SB-2
    filed on October 12, 2006 (File
    No. 333-136972)).10
.11

Form of Option Agreement Granted under the Wireless
    Technologies, Inc. 2006 Non-Employee Director Stock Option Plan
    (incorporated by reference to Pre-Effective Amendment No. 2
    to our
    Form SB-2
    filed on October 30, 2006 (File
    No. 333-136972)).10
.12

Hardware Partnership Agreement, dated September 14, 2006,
    by and between Richardson Electronics Ltd. and the Registrant
    (incorporated by reference to Pre-Effective Amendment No. 3
    to our
    Form SB-2
    filed on November 7, 2006 (File
    No. 333-136972)). E-1




---



##### Table of Contents



ExhibitNumber

Description10
.13

Amendment to Sale and Purchase Agreement, dated as of
    January 24, 2007, between the Registrant and Sealy
    Corporation (incorporated by reference to our Current Report on
    Form 8-K
    filed on January 26, 2007 (File
    No. 001-33169)).10
.14

Mutual Termination, Release and Agreement, dated
    February 13, 2007, between the Registrant and The Marshall
    Special Assets Group, Inc. (incorporated by reference to our
    Current Report on
    Form 8-K
    filed on February 16, 2007 (File
    No. 001-33169)).10
.15

Lease Agreement by and between the Registrant and Utah State
    Retirement Investment Fund, dated April 26, 2007
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on April 30, 2007 (File
    No. 001-33169)).10
.16

Underwriting Agreement by and between the Registrant,
    ThinkEquity Partners, LLC and Feltl and Company, Inc., as
    Representatives of the several underwriters dated June 13,
    2007 (incorporated by reference to our Registration Statement on
    Form SB-2
    filed on June 14, 2007 (File
    No. 333-143725)).10
.17

Stock Purchase Agreement by and between the Company, Robert
    Whent, Alan Buterbaugh and Marlene Buterbaugh, dated
    August 1, 2007 (incorporated by reference to our Current
    Report on
    Form 8-K
    filed on August 3, 2007 (File
    No. 001-33169)).10
.18

Wireless Ronin Technologies, Inc. 2007 Associate Stock Purchase
    Plan (incorporated by reference to our Definitive Proxy
    Statement on Schedule 14A filed on October 2, 2007
    (File
    No. 001-33169)).10
.19

Digital Signage Agreement by and between the Registrant and
    NewSight Corporation, effective October 12, 2007
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on October 18, 2007 (File
    No. 001-33169)).10
.20

Security Agreement by and between the Registrant and NewSight
    Corporation, effective October 12, 2007 (incorporated by
    reference to our Current Report on
    Form 8-K
    filed on October 18, 2007 (File
    No. 001-33169)).10
.21

Subordination Agreement by and between the Registrant and
    Prentice Capital Management, LP, effective October 12, 2007
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on October 18, 2007 (File
    No. 001-33169)).10
.22

Secured Promissory Note from NewSight Corporation, Maker, to the
    Registrant, Payee, dated October 8, 2007 (incorporated by
    reference to our Current Report on
    Form 8-K
    filed on October 18, 2007 (File
    No. 001-33169)).10
.23

Letter Agreement by and between the Registrant and NewSight
    Corporation, dated January 7, 2008 (incorporated by
    reference to our Current Report on
    Form 8-K
    filed on January 9, 2008
    (File No. 001-33169)).21


Subsidiaries of the Registrant.23


Consent of Independent Registered Public Accounting Firm.24


Powers of Attorney (included on Signature Page).31
.1

Chief Executive Officer Certification pursuant to Exchange Act
    Rule 13a-14(a).31
.2

Chief Financial Officer Certification pursuant to Exchange Act
    Rule 13a-14(a).32
.1

Chief Executive Officer Certification pursuant to 18 U.S.C.
    Section 1350.32
.2

Chief Financial Officer Certification pursuant to 18 U.S.C.
    Section 1350.  E-2