##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K
  (Mark one)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    001-33169
  Wireless Ronin Technologies,
    Inc.
 (Exact name of registrant as
    specified 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) ( Zip Code)
  (952) 564-3500
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Exchange Act:
  Common Stock ($0.01 par value)

Nasdaq Global Market(Title of class)

(Name of each exchange on which
    registered)   Securities registered pursuant to Section 12(g) of the
    Exchange Act:
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART I


3ITEM 1


BUSINESS


3ITEM 1A


RISK FACTORS


17ITEM 1B


UNRESOLVED STAFF COMMENTS


28ITEM 2


PROPERTIES


28ITEM 3


LEGAL PROCEEDINGS


28ITEM 4


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


28PART II


28ITEM 5


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


28ITEM 6


SELECTED FINANCIAL DATA


31ITEM 7


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


31ITEM 7A


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


45ITEM 8


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


45ITEM 9


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


45ITEM 9A


CONTROLS AND PROCEDURES


45ITEM 9B


OTHER INFORMATION


46PART III


47ITEM 10


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


47ITEM 11


EXECUTIVE COMPENSATION


47ITEM 12


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


47ITEM 13


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


47ITEM 14


PRINCIPAL ACCOUNTANT FEES AND SERVICES


47PART IV


48ITEM 15


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


48SIGNATURES


49INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


F-1EXHIBIT INDEX


E-1EX-10.31EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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




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Outsource Non-Specialized Operating
    Functions.
  Create Custom Solutions. ®
  Create Content Solutions.
  Develop New Products.
  RoninCast for
    Automotive ® RoninCast for
    Automotive
  ®
  Industry
    Background
  Digital Signage. hit-or-miss
    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
    networked media to form this rapidly integrated media cluster,
    which is displacing the descending media triangle of television,
    print, and commercial radio. 4




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
    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.
    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. We believe
    calorie information compliance rules, as seen in New York and
    other states requiring restaurants with at least 15 locations in
    a chain to prominently display calorie information in-store,
    represent an additional opportunity within the digital signage
    industry.  The
    RoninCast®

    Solution
  ® tm
  ®
    ®
    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 5




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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.  Industry
    Recognition
   6




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Our
    Markets
    point-of-purchase point-of-purchase
  Automotive.  RoninCast for Automotive
  QSR (Quick Serve Restaurants).
  Retail. point-of-purchase
  Select
    Customers
    
    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 that has not yet been
    implemented and may be delayed due to current market conditions.
    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 31.8% and 18.3% of total sales for
    the years ended December 31, 2008 and 2007, respectively. 7




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
    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). 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 currently deployed digital menu boards in over 80
    KFC locations throughout the United States. The Louisville and
    Oklahoma City metro regions are currently 100% digital. KFC
    continues to measure sales lift and menu board effectiveness as
    its digital footprint grows. Sales to KFC represented 17.9% in
    2008. Our relationship with KFC began in 2007 and sales to KFC
    represented less than one percent of total sales in 2007.
    ARAMARK We have worked with ARAMARK since
    April of 2008. ARAMARK provides managed food service for
    thousands of locations in 10 verticals worldwide. We have been
    engaged by the Higher Education division to support menu boards
    and touch order screens on university campuses. We are currently
    expanding our services into elementary and secondary schools.
    ARAMARK has a corporate services group, Innovative Dining
    Solutions, which acts as a service bureau for many tasks for the
    various vertical markets. Innovative Dining Solutions has
    engaged our company in the healthcare industry. We currently
    provide all aspects of the related digital signage needs,
    including hosting and content, though as ARAMARK expands it may
    take a larger role in content creation as well as potentially
    hosting its own solution. Sales to ARAMARK represented 3.2% of
    our total sales in 2008.
    Thomson Reuters 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 the United States. We supply a
    complete solution to Thomson Reuters including hardware,
    software and hosting. 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. Sales to Thomson
    Reuters represented 2.5% of total sales in 2008. Our
    relationship with Thomson Reuters began in 2007 and sales in
    2007 represented less than one percent of total sales.  Product
    Description
  ®
  8




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Master Controller (MC)
  End-Point Controller (EPC)
  End-Point Viewer (EPV)
  Site Controller (SC) ®
  Network Builder (NB)
  Schedule Builder (SB)
  Zone Builder (ZB)
  RoninCast®

    Wall (RCW)
 9




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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
  ®
    ® one-to-one
  ® ®
 10




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Distributed
    Management
  ® ®
  Enterprise-Level Compatibility
  ® ® ®
  Flexible
    Network Design
  ® ®
  ® and/or dial-up/DSL
  dial-up/DSL
  Security
  ® ®
  ®
  ® ®
  ®
 11




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Network
    Operations Center
        Our
    Suppliers
    
    NEC Display Solutions, Electrograph and Synexx for monitors;
    Bell Micro, NowMicro and NEC for computers;
    Chief Manufacturing, Inc. for fixtures; and
    United Service Source and ASD for installation services.    Agreements
    with NewSight
     12




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3-D
       13




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Agreement
    with Marshall Special Assets Group, Inc.
    Ongoing
    Development
    Services
  fee-for-service
   14




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Consulting:
  Creative:
  Content Engineering: e-learning
  Content Deployment:
  Project Management:
  Fixturing: ®
  Installation:
  Training: ®
  Hosting:
  Maintenance and Support:
  Intellectual
    Property
  ®
  ® ® ® ® ® ®
  ®
    tm
     15




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Competition
    Territories
    Regulation
    Employees
   16




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Executive
    Officers of the Registrant
    Name

Age

Position with CompanyJames C. Granger


62


President, Chief Executive Officer and DirectorDarin P. McAreavey


40


Vice President and Chief Financial OfficerScott W. Koller


47


Executive Vice President and Chief Operating Officer   James C. Granger
  Darin P. McAreavey
  Scott W. Koller
  ITEM 1A
    RISK
    FACTORS  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 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.
 17




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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.   18




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World-wide
    efforts to cut capital spending, general economic uncertainty,
    and a weakening global economy could have a material adverse
    effect on us.
    We may
    experience fluctuations in our quarterly operating
    results.
  and/or period-to-period
  Due to
    our dependence on a limited number of customers, we are subject
    to a concentration of credit risk.
    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
 19




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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. 20




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Adequate
    funds for our operations may not be available, requiring us to
    curtail our activities significantly.
    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.
        
    we may not be able to adequately train our partners and
    resellers to sell and service our products; 21




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
    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.
      We
    recently replaced many members of our management and effected a
    substantial reduction in our associate headcount, and our
    failure to successfully adapt to these changes and/or a failure
    by our new management team to successfully manage our operations
    may adversely affect our business.
      Our
    future success depends on key personnel and our ability to
    attract and retain additional personnel.
    
    James C. Granger, President, Chief Executive Officer and
    Director;
    Darin P. McAreavey, Vice President and Chief Financial
    Officer; and
    Scott W. Koller, Executive Vice President and Chief Operating
    Officer.   22




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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.
    ®
  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.   23




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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.
  and/or
  We
    compete with other companies that have more resources, which
    puts us at a competitive disadvantage.
     24




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Our
    results of operations may depend upon selling our products to
    customers requiring large-scale rollouts and large-scale
    monitoring and maintenance, which we have not previously
    conducted.
    We may
    be subject to sales and other taxes, which could have adverse
    effects on our business.
  out-of-state
   25




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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 are
    subject to financial reporting and other requirements for which
    our accounting, other management systems and resources may not
    be adequately prepared.
        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 trade our common
    stock in the secondary market.
  over-the-counter
 26




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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
    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.
   27




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##### Table of Contents



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 1B
    UNRESOLVED
    STAFF COMMENTS    ITEM 2
    PROPERTIES      ITEM 3
    LEGAL
    PROCEEDINGS    ITEM 4
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
   28




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mark-up,
  High


Low2008First Quarter

$
4.56


$
2.90Second Quarter

$
7.33


$
3.97Third Quarter

$
5.57


$
2.12Fourth Quarter

$
2.43


$
0.422007First Quarter

$
8.89


$
5.59Second Quarter

$
10.12


$
6.42Third Quarter

$
9.57


$
6.24Fourth Quarter

$
6.50


$
2.65   Holders
    Dividend
    Policy
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
   29




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Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    AMONG WIRELESS RONIN TECHNOLOGIES, INC.,
    NASDAQ COMPOSITE INDEX AND THE RUSSELL 2000 INDEX
  
  ASSUMES $100
    INVESTED ON NOV. 27, 2006
    ASSUMES DIVIDENDS REINVESTED
    FISCAL YEAR ENDING DEC. 31, 2008
  Sales of
    Unregistered Securities During the Fourth Quarter of Fiscal Year
    2008
         30




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ITEM 6
    SELECTED
    FINANCIAL DATA  Form 10-K
  December 31,2008


2007


2006


2005


2004Balance Sheet Data:Current assets

$
16,156,966


$
34,923,296


$
16,999,503


$
768,187


$
364,924Total assets


18,559,699



40,368,707



17,545,927



1,313,171



701,598Current liabilities


2,386,931



4,609,568



1,652,687



7,250,478



3,999,622Non-current liabilities






70,960



155,456



1,668,161



1,397,563Total liabilities


2,386,931



4,680,528



1,808,143



8,918,639



5,397,185Shareholders equity (deficit)

$
16,172,768


$
35,688,179


$
15,737,784


$
(7,605,468
)

$
(4,695,587
)   For the Years Ended December 312008


2007


2006


2005


2004Statement of Operations Data:Sales

$
7,381,402


$
5,984,913


$
3,145,389


$
710,216


$
1,073,990Cost of sales


6,589,289



3,892,367



1,545,267



939,906



1,029,072Gross profit


792,113



2,092,546



1,600,122



(229,690
)


44,918Selling, general and administrative and other


19,563,314



12,209,657



5,042,635



2,889,230



2,168,457Research and development expenses


2,541,267



1,197,911



875,821



881,515



687,398Total operating expenses


22,104,581



13,407,568



5,918,456



3,770,745



2,855,855Operating loss


(21,312,468
)


(11,315,022
)


(4,318,334
)


(4,000,435
)


(2,810,937
)Other income (expense)


620,107



1,228,637



(10,469,403
)


(789,490
)


(528,433
)Net loss

$
(20,692,361
)

$
(10,086,385
)

$
(14,787,737
)

$
(4,789,925
)

$
(3,339,370
)Basic and diluted loss per common share

$
(1.41
)

$
(0.82
)

$
(9.71
)

$
(7.18
)

$
(6.87
)Basic and diluted weighted average shares outstanding


14,664,144



12,314,178



1,522,836



666,712



486,170   ITEM 7
    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 herein under the caption Risk
    Factors.
 31




---



##### Table of Contents



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
  ® ®
  Our
    Sources of Revenue
    Our
    Expenses
  ®
  Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
    
    Software and software license sales 32




---



##### Table of Contents




    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)
          Software
    and software license sales
    System
    hardware sales
   33




---



##### Table of Contents



Professional
    service revenue
  time-and-materials time-and-materials percentage-of-completion
  Software
    development services
    Software
    design and development services
  percentage-of-completion 81-1, (SOP 81-1). Percentage-of-completion percentage-of-completion
    Implementation
    services
    Maintenance
    and support contracts
      Basic
    and Diluted Loss per Common Share
   34




---



##### Table of Contents



Deferred
    Income Taxes
    Accounting
    for Stock-Based Compensation
      EITF 96-18, EITF 00-18,
  Form 10-K
 35




---



##### Table of Contents



Results
    of Operations
    For The Years Ended December 312008


2007


2006Sales

$
7,381,402


$
5,984,913


$
3,145,389Cost of sales (exclusive of depreciation and amortization shown
    separately below)


6,589,289



3,892,367



1,545,267Gross profit


792,113



2,092,546



1,600,122Sales and marketing expenses


3,998,744



2,805,522



1,462,667Research and development expenses


2,541,267



1,197,911



875,821General and administrative expenses


11,257,801



8,048,583



2,383,941Depreciation and amortization expense


1,225,827



651,557



1,196,027Impairment of network equipment held for sale


1,766,072







Impairment of intangible assets


1,264,870







Termination of partnership agreement


50,000



703,995



Total operating expenses


22,104,581



13,407,568



5,918,456Operating loss


(21,312,468
)


(11,315,022
)


(4,318,334
)Other income (expenses):Interest expense


(22,484
)


(40,247
)


(10,124,216
)Loss on debt modification










(367,153
)Interest income


647,066



1,277,456



21,915Other


(4,475
)


(8,572
)


51Total other income (expense)


620,107



1,228,637



(10,469,403
)Net loss

$
(20,692,361
)

$
(10,086,385
)

$
(14,787,737
)  36




---



##### Table of Contents



For The Years Ended December 312008


2007


2006Sales


100.0
%


100.0
%


100.0
%Cost of sales (exclusive of depreciation and amortization shown
    separately below)


89.3
%


65.0
%


49.1
%Gross profit


10.7
%


35.0
%


50.9
%Sales and marketing expenses


54.2
%


46.9
%


46.5
%Research and development expenses


34.4
%


20.0
%


27.8
%General and administrative expenses


152.5
%


134.5
%


75.8
%Depreciation and amortization expense


16.6
%


10.9
%


38.0
%Impairment of network equipment held for sale


23.9
%






Impairment of intangible assets


17.1
%






Termination of partnership agreement


0.7
%


11.8
%


Total operating expenses


299.4
%


224.1
%


188.1
%Operating loss


(288.7
)%


(189.1
)%


(137.2
)%Other income (expenses):Interest expense


(0.3
)%


(0.7
)%


(321.9
)%Loss on debt modification










(11.7
)%Interest income


8.8
%


21.3
%


0.7
%Other


(0.1
)%


(0.1
)%


Total other income (expense)


8.4
%


20.5
%


(332.9
)%Net loss


(280.3
)%


(168.6
)%


(470.1
)%   2008
    compared to 2007
  Sales
    Cost
    of Sales
    Operating
    Expenses
  Sales and Marketing Expenses.
 37




---



##### Table of Contents



Research and Development Expenses. ® ®
  General and Administrative Expenses.
    non-labor
  Depreciation and amortization expense.
  Impairment of Network Equipment Held for
    Sale.
  Impairment of Intangible Assets.
 38




---



##### Table of Contents



Termination of Partnership Agreement.
  Interest
    Expense
    2007
    compared to 2006
  Sales
    Cost
    of Sales
    Operating
    Expenses
  Sales and Marketing Expenses.
  Research and Development Expenses. ®
  General and Administrative Expenses.
 39




---



##### Table of Contents



Depreciation and amortization expense.
  Termination of Partnership Agreement.
  Interest
    Expense
    Liquidity
    and Capital Resources
    Operating
    Activities
   40




---



##### Table of Contents



Investing
    Activities
      Financing
    Activities
      Form SB-2,
  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. 41




---



##### Table of Contents



Off
    Balance Sheet Arrangements
    Contractual
    Obligations
   42




---



##### Table of Contents



Operating
    and Capital Leases
      Payment Due by PeriodLess








MoreThan








ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsCapital Lease Obligations (including interest)

$
76,270


$
76,270


$



$



$
Operating Lease Obligations


941,256



332,634



400,752



207,870



Total

$
1,017,526


$
408,904


$
400,752


$
207,870


$
     Recent
    Accounting Pronouncements
      purchase method
 43




---



##### Table of Contents



No. 157-2, (FSP 157-2),
    No. 142-3, (FSP 142-3), FAS 142-3 FSP 142-3
  No. 133-1 No. 45-4 SFAS 133-1 FIN 45-4), SFAS 133-1 FIN 45-4 SFAS 133-1 FIN 45-4
  FSP 157-3, (FSP 157-3). FSP 157-3
 44




---



##### Table of Contents



FSP 157-3 FSP 157-3
  No. 140-4 FIN 46R-8 (FSP 140-4 FIN 46R-8), FSP 140-4 FIN 46R-8 FSP 140-4 FIN 46R-8
  ITEM 7A
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        ITEM 8
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Page F-1.
  ITEM 9
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)).
 45




---



##### Table of Contents



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
    Report of
    Independent Registered Public Accounting Firm
  page F-2 Form 10-K
  ITEM 9B
    OTHER
    INFORMATION   46




---



##### Table of Contents



PART III  ITEM 10
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Form 10-K Regulation S-K, Form 10-K
  Regulation S-K
  ITEM 11
    EXECUTIVE
    COMPENSATION    ITEM 12
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   47




---



##### Table of Contents



PART IV  ITEM 15
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  page F-1 page E-1.
  page E-1.
   48




---



##### Table of Contents



SIGNATURES      By
    /s/  James
    C. Granger      POWERS OF
    ATTORNEY
      Signature

Title

Date/s/  James
    C. GrangerJames
    C. Granger

President, Chief Executive Officer and Director (Principal
    Executive Officer)

March 13, 2009/s/  Darin
    P. McAreaveyDarin
    P. McAreavey

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

March 13, 2009/s/  Gregory
    T. BarnumGregory
    T. Barnum

Chairman of the Board of Directors

March 13, 2009/s/  Stephen
    F. BirkeStephen
    F. Birke

Director

March 13, 2009/s/  Thomas
    J. MoudryThomas
    J. Moudry

Director

March 13, 2009/s/  Geoffrey
    J. ObeneyGeoffrey
    J. Obeney

Director

March 13, 2009/s/  William
    F. SchnellWilliam
    F. Schnell

Director

March 13, 2009/s/  Brett
    A. ShockleyBrett
    A. Shockley

Director

March 13, 2009  49




---



##### 



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




---



##### 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 31,2008


2007ASSETSCURRENT ASSETSCash and cash equivalents

$
5,293,681


$
14,542,280Marketable securities - available for sale


8,300,961



14,657,635Accounts receivable, net of allowance of $91,758 and $84,685


1,822,627



4,135,402Income tax receivable


12,275



231,328Inventories


461,568



539,140Prepaid expenses and other current assets


265,854



817,511Total current assets


16,156,966



34,923,296Property and equipment, net


1,917,832



1,780,390Intangible assets, net






3,174,804Restricted cash


450,000



450,000Other assets


34,901



40,217TOTAL ASSETS

$
18,559,699


$
40,368,707LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term obligations

$
70,960


$
100,023Accounts payable


1,068,091



1,387,327Deferred revenue


180,621



1,252,485Accrued purchase price consideration






999,974Accrued liabilities


1,067,260



869,759Total current liabilities


2,386,932



4,609,568Capital lease obligations, less current maturities






70,960TOTAL LIABILITIES


2,386,932



4,680,528COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCapital stock, $0.01 par value, 66,666,666 shares
    authorizedPreferred stock, 16,666,666 shares authorized, no shares
    issued and outstanding






Common stock, 50,000,000 shares authorized; 14,849,860 and
    14,537,705 shares issued and outstanding


148,499



145,377Additional paid-in capital


80,649,804



78,742,311Accumulated deficit


(64,212,459
)


(43,520,098
)Accumulated other comprehensive income (loss)


(413,077
)


320,589Total shareholders equity


16,172,767



35,688,179TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
18,559,699


$
40,368,707    F-3




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Years Ended December 31,2008


2007


2006SalesHardware

$
2,478,936


$
3,298,078


$
1,852,678Software


876,529



597,923



1,107,913Services and other


4,025,937



2,088,912



184,798Total sales


7,381,402



5,984,913



3,145,389Cost of salesHardware


2,192,837



2,286,695



1,429,585Software


247,075



1,007



Services and other


4,084,689



1,531,647



78,272Inventory lower of cost or market


64,688



73,018



37,410Total cost of sales (exclusive of depreciation and amortization
    shown separately below)


6,589,289



3,892,367



1,545,267Gross profit


792,113



2,092,546



1,600,122Operating expenses:Sales and marketing expenses


3,998,744



2,805,522



1,462,667Research and development expenses


2,541,267



1,197,911



875,821General and administrative expenses


11,257,801



8,048,583



2,383,941Depreciation and amortization expense


1,225,827



651,557



1,196,027Impairment of network equipment held for sale


1,766,072







Impairment of intangible assets


1,264,870







Termination of partnership agreement


50,000



703,995



Total operating expenses


22,104,581



13,407,568



5,918,456Operating loss


(21,312,468
)


(11,315,022
)


(4,318,334
)Other income (expenses):Interest expense


(22,484
)


(40,247
)


(10,124,216
)Loss on debt modification










(367,153
)Interest income


647,066



1,277,456



21,915Other


(4,475
)


(8,572
)


51Total other income (expense)


620,107



1,228,637



(10,469,403
)Net loss

$
(20,692,361
)

$
(10,086,385
)

$
(14,787,737
)Basic and diluted loss per common share

$
(1.41
)

$
(0.82
)

$
(9.71
)Basic and diluted weighted average shares outstanding


14,664,144



12,314,178



1,522,836    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 (loss)


Equity (Deficit)Balances 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 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


$
35,688,179Net loss














(20,692,361
)






(20,692,361
)Unrealized loss on investments


















(777
)


(777
)Foreign currency translation loss


















(732,889
)


(732,889
)Total comprehensive loss






















(21,426,027
)Stock-based compensation










1,312,955











1,312,955Restricted stock issued under equity incentive plan


6,000



60



(60
)










Exercise of options and warrants


162,582



1,626



370,674











372,300Common stock issued under associate stock purchase plan


143,573



1,436



223,924











225,360Balances at December 31, 2008


14,849,860


$
148,499


$
80,649,804


$
(64,212,459
)

$
(413,077
)

$
16,172,767    F-5




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2008


2007


2006Operating Activities:Net loss

$
(20,692,361
)

$
(10,086,385
)

$
(14,787,737
)Adjustments to reconcile net loss to net cash used in operating
    activitiesDepreciation and amortization


702,300



436,552



1,196,027Amortization of acquisition-related intangibles


523,527



215,005



Impairment of intangible assets


1,264,870







Impairment of network equipment held for sale


1,766,072







Loss on disposal of property and equipment


72,605



36,782



Allowance for doubtful receivables


7,345



61,000



21,000Inventory lower of cost or market










37,410Debt discount amortization










3,569,509Debt discount amortization  related party










606,912Common stock issued for interest expense  related
    party










225,000Issuance of warrants for short-term borrowings 
    related parties










39,499Stock-based compensation expense


1,312,955



1,167,171



787,214Beneficial conversion of notes payable










4,107,241Change in operating assets and liabilities, net of acquisitions:Accounts receivable


(172,780
)


(2,464,002
)


(933,350
)Corporate income taxes


188,682



49,924



Inventories


182,338



(283,289
)


95,595Prepaid expenses and other current assets


(62,558
)


(598,797
)


(122,307
)Other assets


1,350



2,500



(4,995
)Accounts payable


(272,111
)


410,927



697,280Deferred revenue


(6,255
)


1,065,010



(884,555
)Accrued liabilities


273,806



336,421



390,516Net cash used in operating activities


(14,910,215
)


(9,651,181
)


(4,959,741
)Investing activitiesCash paid for acquisitions, net of cash received






(2,877,201
)


Purchases of property and equipment


(1,051,418
)


(1,471,921
)


(310,926
)Purchases of marketable securities


(28,662,495
)


(28,301,446
)


(7,176,779
)Sales of marketable securities


35,018,393



20,826,625



Net cash provided by/(used in) investing activities


5,304,480



(11,823,943
)


(7,487,705
)Financing activitiesNet payments on bank lines of credit and short-term note payable










(350,000
)Payment for deferred financing costs










(864,509
)Proceeds from short-term notes payable  related
    parties










4,825,000Payments on short-term notes payable  related parties










(335,601
)Proceeds from long-term notes payable










194,242Payments on long-term notes payable and capital leases


(99,795
)


(111,486
)


(872,939
)Payments on long-term notes payable  related parties










(13,750
)Restricted cash






(450,000
)


Proceeds from issuance of common stock and equity units






27,093,032



18,003,554Proceeds from exercise of warrants and stock options


372,300



1,160,720



250Proceeds from sale of common stock under associate stock
    purchase plan


225,360







Net cash provided by financing activites


497,865



27,692,266



20,586,247Effect of Exchange Rate Changes on Cash


(140,729
)


51,750



Increase (Decrease) in Cash and Cash Equivalents


(9,248,599
)


6,268,892



8,138,801Cash and Cash Equivalents, beginning of period


14,542,280



8,273,388



134,587Cash and Cash Equivalents, end of period

$
5,293,681


$
14,542,280


$
8,273,388    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    3.
    Revenue
    Recognition  The Company recognizes revenue primarily from these
    sources:
  
    Software and software license sales
    System hardware sales F-7




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    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)
          Software
    and software license sales
   F-8




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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).
      December 31,2008


2007Cost incurred on uncompleted contracts

$
195,724


$
155,246Estimated earnings


884,180



616,174Revenue recognized


1,079,904



771,420Less: billings to date


(1,130,351
)


(932,021
)Amount included in deferred revenue

$
(50,447
)

$
(160,601
)  F-9




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Implementation
    services
    Maintenance
    and support contracts
      4.
    Cash and
    Cash Equivalents    5.
    Restricted
    Cash    6.
    Marketable
    Securities    7.
    Accounts
    Receivable    8.
    Income
    Tax Receivable   F-10




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    9.
    Inventories  first-in,
  10.
    Intangible
    Assets    11.
    Impairment
    of Long-Lived Assets    12.
    Depreciation
    and Amortization   F-11




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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.
    Research
    and Development and Software Development Costs    16.
    Basic and
    Diluted Loss per Common Share   F-12




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    17.
    Deferred
    Income Taxes    18.
    Accounting
    for Stock-Based Compensation      EITF 96-18, EITF 00-18,
    19.
    Fair
    Value of Financial Instruments   F-13




---



##### Table of Contents



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




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  purchase method
    No. 157-2, (FSP 157-2),
    No. 142-3, (FSP 142-3), FAS 142-3 FSP 142-3
  No. 133-1 No. 45-4 SFAS 133-1 FIN 45-4), SFAS 133-1 FIN 45-4
 F-15




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  SFAS 133-1 FIN 45-4
  FSP 157-3, (FSP 157-3). FSP 157-3 FSP 157-3 FSP 157-3
  No. 140-4 FIN 46R-8 (FSP 140-4 FIN 46R-8), FSP 140-4 FIN 46R-8 FSP 140-4 FIN 46R-8
  NOTE 2:
    OTHER
    FINANCIAL STATEMENT INFORMATION    ALLOWANCE
    FOR DOUBTFUL RECEIVABLES
  2008


2007Balance at beginning of year

$
84,685


$
23,500Provision for doubtful receivables


28,610



77,982Write-offs


(21,537
)


(16,797
)Balance at end of year

$
91,758


$
84,685   INVENTORIES
  December 31,2008


2007Finished goods

$
355,183


$
318,451Work-in-process


106,385



220,689Total inventories

$
461,568


$
539,140    F-16




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  PREPAID
    EXPENSES AND OTHER CURRENT ASSETS
  December 31,2008


2007Deferred project costs

$



$
476,679Prepaid expenses


265,854



340,832Total prepaid expenses and other current assets

$
265,854


$
817,511     PROPERTY
    AND EQUIPMENT
  December 31,2008


2007Leased equipment

$
380,908


$
380,908Equipment


1,314,711



923,549Leasehold improvements


332,483



313,021Demonstration equipment


150,890



127,556Purchased software


531,998



226,003Furniture and fixtures


614,281



581,355Total property and equipment

$
3,325,271


$
2,552,392Less: accumulated depreciation and amortization


(1,407,439
)


(772,002
)Net property and equipment

$
1,917,832


$
1,780,390   OTHER
    ASSETS
    ACCRUED
    LIABILITIES
  December 31,2008


2007Compensation

$
719,613


$
590,737Accrued remaining lease obligations


141,700



170,793Accrued rent


84,427



79,131Sales tax and other


121,520



29,098Total accrued liabilities

$
1,067,260


$
869,759     DEFERRED
    REVENUE
  December 31,2008


2007Deferred customer billings

$



$
950,066Deferred software maintenance


45,958



90,197Customer deposits and deferred project revenue


134,663



212,222Total deferred revenue

$
180,621


$
1,252,485  F-17




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  SUPPLEMENTAL
    CASH FLOW INFORMATION
  For the Years Ended December 312008


2007


2006Cash paid for:Interest

$
22,484


$
40,247


$
1,505,429Noncash Investing and Financing Activities:Collateral received for note receivable


1,937,162







Stock issued in acquisition of McGill Digital Solutions






312,000



Common stock issued for notes payableRelated parties










202,645Non-related parties










58,863Warrants issued for notes payableRelated parties










268,872Non-related parties










1,912,197Long-term note payable converted into common stockRelated parties










3,683,550Non-related parties










1,346,423Short-term note payable converted into common stockRelated parties










4,582,333Non-related parties










831,097Beneficial conversion of short-term notes payable










1,593,049Conversion of accounts payable into long-term notes payableRelated parties










55,000Conversion of accrued interest into long-term notes payable










76,531Conversion of accrued interest into common stockRelated parties










325,350Non-related parties










147,121Non-cash purchase of fixed assets through capital lease










5,910   NOTE 3:
    TERMINATION
    OF PARTNERSHIP AGREEMENT    NOTE 4:
    MARKETABLE
    SECURITIES AND FAIR VALUE MEASUREMENTS   F-18




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        December 31, 2008Gross


Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


(Losses)


ValueMoney market funds

$
4,344,157


$
54


$



$
4,344,211Total included in cash and cash equivalents


4,344,157



54







4,344,211Government and agency securities  maturing 2009


8,295,630



6,668



(1,337
)


8,300,961Total included in marketable securities


8,295,630



6,668



(1,337
)


8,300,961Total
    available-for-sale
    securities

$
12,639,787


$
6,722


$
(1,337
)

$
12,645,172   December 31, 2007Gross


Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


(Losses)


ValueMoney market funds

$
14,045,738


$
43


$
(15
)

$
14,045,766Total included in cash and cash equivalents


14,045,738



43



(15
)


14,045,766Government and agency securities  maturing 2008


14,651,501



7,797



(1,663
)


14,657,635Total included in marketable securities


14,651,501



7,797



(1,663
)


14,657,635Total
    available-for-sale
    securities

$
28,697,239


$
7,840


$
(1,678
)

$
28,703,401   available-for-sale
  available-for-sale
   F-19




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        NOTE 5:
    ACQUISITIONS
    AND INTANGIBLE ASSETS  e-learning
      August 16,2007Cash payment to sellers

$
3,190,563Transaction costs


178,217Accrued purchase price consideration


999,974Stock issuance


312,000Total purchase price

$
4,680,754  F-20




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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 31,2008


2007Sales

$
7,381,402


$
8,185,020Loss from operations


(21,312,468
)


(11,442,674
)Net loss


(20,692,361
)


(10,462,572
)Basic and diluted loss per common share

$
(1.41
)

$
(0.85
)     Impairment
    of Intangible Assets
      NOTE 6:
    CAPITAL
    LEASE OBLIGATIONS   F-21




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2008


2007Cost

$
380,908


$
380,908Less: accumulated amortization


(327,667
)


(260,950
)Total

$
53,241


$
119,958       NOTE 7:
    COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
          Year Ending December 31,

Lease Obligations2009

$
332,6342010


204,7302011


196,0222012


192,4722013


15,398Thereafter


Total future minimum obligations

$
941,256   Remaining
    Lease Obligation
   F-22




---



##### Table of Contents



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


Adjustments


December 31,2008


to Estimates


2007Costs to be incurred:Existing rental payments

$
72,158


$
76,629


$
148,787Expected operating

$
25,080


$
38,285


$
63,365Unamortized leasehold improvements

$
44,462


$
35,505


$
79,967Listing agent fee

$



$
30,429


$
30,429Sublease receiptsExpected sublease rental income

$



$
74,394


$
74,394Expected reimbursement of operating costs

$



$
63,365


$
63,365     Litigation
    NOTE 8:
    SHAREHOLDERS
    EQUITY  Stock
    Split
  one-for-six two-for-three
  Initial
    Public Offering
  Form SB-2,
  Follow-on
    Offering
  Form SB-2,
  Warrants
   F-23




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31, 2008


December 31, 2007


December 31, 2006Weighted





Weighted





WeightedCommon


Average


Common


Average


Common


AverageStock


Exercise


Stock


Exercise


Stock


ExerciseWarrants


Price


Warrants


Price


Warrants


PriceOutstanding at beginning of year


1,865,871


$
5.28



2,228,930


$
4.99



567,600


$
9.25Granted


















1,666,386



3.78Exercised


(130,036
)


3.29



(355,143
)


3.18



(556
)


0.45Expired


(99,098
)


9.04



(7,916
)


17.21



(4,500
)


43.61Outstanding at end of year


1,636,737


$
5.20



1,865,871


$
5.28



2,228,930


$
4.99Non-exercisable


















(450,000
)


4.80Outstanding and exercisable at end of year


1,636,737


$
5.20



1,865,871


$
5.28



1,778,930


$
5.03         2008


2007


2006Expected life


N/A



N/A



3  5 YearsDividend yield


N/A



N/A



0
%Expected volatility


N/A



N/A



61.718
%Risk-free interest rate


N/A



N/A



5.0
%       NOTE 9:
    STOCK-BASED
    COMPENSATION AND BENEFIT PLANS  Warrants
   F-24




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31, 2008


December 31, 2007


December 31, 2006Weighted





Weighted





WeightedCommon


Average


Common


Average


Common


AverageStock


Exercise


Stock


Exercise


Stock


ExerciseWarrants


Price


Warrants


Price


Warrants


PriceOutstanding at beginning of year


363,319


$
6.21



380,374


$
6.06



329,337


$
6.31Granted


















51,037



9.00Exercised


(41,665
)


0.09



(15,944
)


1.62







Expired


(2
)


0.09



(1,111
)


22.50







Outstanding and exercisable at end of year


321,652


$
7.00



363,319


$
6.21



380,374


$
6.06       Warrants Outstanding and ExercisableWeighted-Average

Weighted-Remaining

Average


AggregateNumber


Contractual

Exercise


IntrinsicRange of Exercise Prices

Outstanding


Life

Price


Value$2.25 - $ 6.74


57,022


0.68 Years

$
2.25


$
$6.75 - $ 8.99


119,444


1.12 Years


6.75



$9.00 - $11.24


145,186


2.12 Years


9.07



321,652


1.49 Years

$
7.00


$
     Stock
    options
  Amended
    and Restated 2006 Equity Incentive Plan
   F-25




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006
    Non-Employee Director Stock Option Plan
        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


$
4.65Granted


993,000



1.70Exercised






Forfeited or expired


(654,209
)


4.63Balance, December 31, 2008


1,652,884


$
2.89  F-26




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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$0.67 - $2.79


780,000


4.9 Years

$
1.13


$
60,000



198,750


$
1.14


$
15,000$2.80 - $3.99


243,000


2.1 Years


2.86







130,000



2.80



$4.00 - $5.64


299,999


2.2 Years


4.03







229,999



4.04



$5.65 - $6.42


259,010


2.8 Years


5.80







110,372



5.82



$6.43 - $7.38


70,875


3.7 Years


6.90







19,625



6.91



1,652,884


3.6 Years

$
2.89


$
60,000



688,746


$
3.34


$
15,000   Restricted
    stock units
    Expense
    Information under SFAS 123R
    2008


2007


2006Stock-based compensation costs included in:Cost of sales

$
19,653


$



$
Sales and marketing expenses


202,248



125,746



65,729Research and development expenses


36,531



86,459



General and administrative expenses


1,054,523



954,966



721,485Total stock-based compensation expenses

$
1,312,955


$
1,167,171


$
787,214     Valuation
    Information under SFAS 123R
    2008


2007


2006Expected life


3.31 Years



3.64 Years



5.00 YearsDividend yield


0
%


0
%


0
%Expected volatility


98.5
%


97.2
%


61.7
%Risk-free interest rate


1.9
%


4.6
%


5.0
%  F-27




---



##### 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 31,2008


2007


2006United States

$
6,271,383


$
5,529,381


$
2,780,929Canada


1,110,019



455,532



364,460Total Sales

$
7,381,402


$
5,984,913


$
3,145,389  F-28




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Property and equipment, net:United States

$
1,398,430


$
1,425,351Canada


519,402



355,039Total

$
1,917,832


$
1,780,390Intangible assets, net:United States

$



$
Canada






3,174,804Total

$



$
3,174,804     Year Ended December 31,Customer

2008


2007


2006Chrysler (BBDO Detroit/Windsor)


31.8
%


18.3
%


*KFC


17.9
%


*



*NewSight Corporation


*



42.5
%


*Marshall Special Asset Group, Inc.


*



*



15.9
%BigEye Productions


*



*



11.6
%Sealy Corporation


*



*



11.4
%49.7
%


60.8
%


38.9
%     *
    
    Sales to these customers were less than 10% of total sales for
    the period reported.    Year Ended December 31,Customer

2008


2007Chrysler (BBDO Detroit/Windsor)


44.5
%


15.6
%NewSight Corporation






57.4
%44.5
%


73.0
%   NOTE 11:
    INCOME
    TAXES     F-29




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Current asset/(liability):Allowance for doubtful accounts

$
37,000


$
30,000Property and equipment


(87,000
)


(62,000
)Accrued expenses


33,000



35,000Severance


200,000



Non-qualified stock options


289,000



Non-current asset:Net foreign carryforwards


1,384,000



240,000Net operating loss carryforwards


17,821,000



11,996,000Deferred tax asset


19,677,000



12,239,000Less: valuation allowance


(19,677,000
)


(12,239,000
)Net deferred tax asset

$



$
       In September 2005, the FASB approved EITF Issue
    05-8. (EITF 05-8). EITF 05-8 EITF 05-5 EITF 05-8
   F-30




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2005-2008.
    Year Ended December 31,2008


2007


2006Income tax provision:Deferred:Federal

$
(5,179,000
)

$
(2,895,000
)

$
(3,096,000
)State


(990,000
)


(468,000
)


(589,000
)Foreign


(1,144,000
)


(240,000
)


Change in valuation allowance


7,313,000



3,603,000



3,685,000Total income tax expense (benefit)

$



$



$
       Year Ended December 31,2008


2007


2006Federal statutory rate


(34.0
)%


(34.0
)%


(34.0
)%State taxes


(4.8
)


(4.6
)


(6.5
)Foreign rate differential


(0.6
)


(0.3
)


Stock-based compensation


1.0



3.6



Intangibles expense


3.0







Other


0.1



(0.4
)


(0.1
)Change in valuation allowance


35.3



35.7



40.6
%



%



%  F-31




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##### 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 312008Sales

$
1,933,514


$
1,596,223


$
1,949,532


$
1,902,133Gross profit


398,718



61,882



102,275



229,238Loss from operations


(4,462,143
)


(5,117,933
)


(4,751,813
)


(6,980,579
)Net loss


(4,197,256
)


(4,959,436
)


(4,635,276
)


(6,900,393
)Net loss per share  basic and diluted

$
(0.29
)

$
(0.34
)

$
(0.31
)

$
(0.47
)2007Sales

$
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
)   NOTE 13:
    INTEREST
    EXPENSE AND FINANCING ACTIVITIES  Deferred
    financing costs
           F-32




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##### 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-33




---



##### 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-34




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##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Short-term
    borrowings  related parties
  year-to-year
      Long-Term
    Notes Payable
  Convertible
    bridge notes payable
         F-35




---



##### 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
          Fair
    Value of Warrants
   F-36




---



##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 14:
    IMPAIRMENT
    OF NETWORK EQUIPMENT HELD FOR SALE      3-D
     F-37




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##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            NOTE 15:
    SEVERANCE
    EXPENSE   F-38




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##### Table of Contents



WIRELESS
    RONIN TECHNOLOGIES, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    90-day
      Accrual





AccrualJune 30,

Net



December 31,2008

Additions

Payments

2008Employee severance expense

$
353,000


$
560,000


$
(331,000
)

$
582,000  F-39




---



##### 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 Scott W. Koller (incorporated by reference to our
    Registration Statement on Form SB-2 filed on August 29, 2006
    (File No. 333-136972)).10
.4

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
.5

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
.6

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
.7

Form of Previous 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
.8

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
.9

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
.10

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
.11

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
.12

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)). E-1




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##### Table of Contents



ExhibitNumber

Description10
.13

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
.14

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
.15

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
.16

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
.17

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)).10
.18

Letter Agreement by and between Wireless Ronin Technologies,
    Inc. and NewSight Corporation, dated April 4, 2008 (incorporated
    by reference to our Quarterly Report on Form 10-Q filed on April
    8, 2008 (File No. 001-33169)).10
.19

Employment Agreement, dated as of August 16, 2007, between
    Wireless Ronin Technologies (Canada), Inc. and Robert W. Whent
    (incorporated by reference to our Quarterly Report on Form 10-Q
    filed on May 9, 2008 (File No. 001-33169)).10
.20

Letter Agreement by and between Wireless Ronin Technologies,
    Inc. and NewSight Corporation, dated June 4, 2008 (incorporated
    by reference to our Current Report on Form 8-K filed on June 5,
    2008 (File No. 001-33169)).10
.21

Form of Amendment to Executive Employment Agreements, entered
    into by the Registrant and each of our executive officers, dated
    May 8, 2008 ((incorporated by reference to our Quarterly Report
    on Form 10-Q filed on August 8, 2008 (File No. 001-33169)).10
.22

Separation Agreement and General Release between the Registrant
    and John A. Witham, dated July 1, 2008 (incorporated by
    reference to our Quarterly Report on Form 10-Q filed on August
    8, 2008 (File No. 001-33169)).10
.23

Form of Current Non-Qualified Stock Option Agreement for
    Non-Employee Directors under the Registrants Amended and
    Restated 2006 Equity Incentive Plan (incorporated by reference
    to our Quarterly Report on Form 10-Q filed on November 10, 2008)
    (File No. 001-33169)).10
.24

Form of Non-Qualified Stock Option Agreement for Stephen F.
    Birke under the Registrants Amended and Restated 2006
    Equity Incentive Plan (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on November 10, 2008) (File
    No. 001-33169)).10
.25

Separation Agreement and General Release between the Registrant
    and Jeffrey C. Mack, dated September 23, 2008 (incorporated by
    reference to our Quarterly Report on Form 10-Q filed on November
    10, 2008) (File No. 001-33169)).10
.26

Turnover and Surrender Agreement by and between the Registrant
    and NewSight Corporation, dated August 21, 2008 (incorporated by
    reference to our Quarterly Report on Form 10-Q filed on November
    10, 2008) (File No. 001-33169)).10
.27

Consent Agreement by and between the Registrant and Prentice,
    dated August 21, 2008 (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on November 10, 2008) (File
    No. 001-33169)).10
.28

Interim Operating Agreement by and between the Registrant, ABC
    National Television Sales, Inc. and Met/Hodder, Inc., dated
    August 21, 2008 (incorporated by reference to our Quarterly
    Report on Form 10-Q filed on November 10, 2008) (File No.
    001-33169)).10
.29

Executive Employment Agreement between James C. Granger and the
    Registrant, dated December 17, 2008 (incorporated by reference
    to our Current Report on Form 8-K filed December 23, 2008 (File
    No. 001-33169)) E-2




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##### Table of Contents



ExhibitNumber

Description10
.30

Senior Management Bonus Plan (incorporated by reference to our
    Current Report on Form 8-K filed December 23, 2008 (File No.
    001-33169)).10
.31

Form of Amendment to Executive Employment Agreements, entered
    into by the Registrant and each of our executive officers, dated
    December 31, 2008.21


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-3