UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

R	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, ~~2012~~2013.
£	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________ to __________.

Commission File Number: 0-13316

BROADCAST INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Utah		87-0395567
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~7050~~6952 ~~Union~~S. ~~Park~~High ~~Avenue,~~Tech Dr. Suite ~~600~~C, Salt Lake City, UT 84047-3766

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (801) 562-2252

Securities Registered Pursuant to Section 12(b) of the Exchange Act: None.

Securities Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.05

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act Yes £ No R

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Exchange Act. Yes £ No R

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes £ No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

£ Large accelerated filer	£ Accelerated filer
£ Non-accelerated filer (Do not check if a smaller reporting company)	R Smaller reporting company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes £ No R

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of June 3028, ~~2012~~2013 the last business day of the Registrant’s most recently completed second fiscal quarter, was $267,~~806~~737,~~955~~563.

As of March 1528, ~~2013~~2014 the Registrant had outstanding ~~107~~111,~~932~~370,~~373~~878 shares of its common stock.

TABLE OF CONTENTS

Page No.

PART I			3
	ITEM 1.	BUSINESS	4
	ITEM 1A.	RISK FACTORS	1211
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	1817
	ITEM 2.	PROPERTIES	1817
	ITEM 3.	LEGAL PROCEEDINGS	1817
	ITEM 4.	MINE SAFETY DISCLOUSRES	1917
PART II			1918
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1918
	ITEM 6.	SELECTED FINANCIAL DATA	2019
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2019
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3633
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3633
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3634
	ITEM 9A(T).	CONTROLS AND PROCEDURES	3634
	ITEM 9B.	OTHER INFORMATION	3735
PART III			3835
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3835
	ITEM 11.	EXECUTIVE COMPENSATION	4138
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4945
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	5147
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	5450
PART IV			5550
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	5550
SIGNATURES			5955

PART I

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risk and uncertainties. Any statements about our expectations, beliefs, plans, objectives, strategies or future events or performance constitute forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend” and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied therein. All forward-looking statements are qualified in their entirety by reference to the factors discussed in this report, including, among others, the following risk factors discussed more fully in Item 1A hereof:

Our inability to consummate the proposed merger with Wireless Ronin;

loss of customers that historically provided more than 80% of our revenues;

dependence on commercialization of our CodecSys technology;

our need and ability to raise sufficient additional capital;

uncertainty about our ability to repay our outstanding notes;

our continued losses;

delays in adoption of our CodecSys technology;

concerns of OEMs and customers relating to our financial uncertainty;

restrictions contained in our outstanding convertible notes;

general economic and market conditions;

ineffective internal operational and financial control systems;

rapid technological change;

intense competitive factors;

our ability to hire and retain specialized and key personnel;

dependence on the sales efforts of others;

dependence on significant customers;

uncertainty of intellectual property protection;

potential infringement on the intellectual property rights of others;

· factors affecting our common stock as a “penny stock;”

extreme price fluctuations in our common stock;

· price decreases due to future sales of our common stock;

price decreases due to future sales of our common stock;

future shareholder dilution; and

absence of dividends.

Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statement. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of future events or developments. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

ITEM 1. BUSINESS

Broadcast International, Inc. is a communications services and technology company headquartered in Salt Lake City, Utah. Broadcast operates two divisions – BI Networks and CodecSys. Broadcast was incorporated in Utah in 1983 under the name “Laser Corporation,” but did not commence its current business until the year 2000.

Overview of BI Networks

Through BI Networks, we install, manage and support private communication networks for large organizations that have widely-dispersed locations or operations. Our enterprise clients use these networks to deliver digital signage solutions, training programs, product announcements, entertainment and other communications to their employees and customers. We use a variety of delivery technologies, including satellite, Internet streaming and WIFI, depending on the industry standard products and equipment sold by other companies.

In July 2009, we entered into a $10.1 million, three-year contract with ~~Bank~~a ofnational ~~America~~bank ~~(“BofA”)~~ to provide technology and digital signage services to approximately 2,100 of its more than 6,000 retail and administrative locations throughout North America. This digital signage network grew to approximately 2,500 retail banking sites.. For the past three years this has been our largest customer, but in December 2012, we were notified that a new vendor would begin servicing the customer. Although ~~Broadcast~~we may continue providing some services, our revenues from this customer ~~will~~have ~~decrease~~decreased by approximately 90%. ~~Currently, our contract, which would have expired in August 2012, has been extended to May 31, 2013.~~ We tested our digital signage product offering with a regional bank through the installation of six test sites at different banking locations. . This customer and its affiliated banks have approximately 550 total banking locations. In addition, we have ~~been~~signed ~~selected~~a master license agreement to be ~~the~~a vendor for a large religious institution that has in excess of 16,000 churches and other places of worship worldwide to provide digital signage software and services. This religious organization has paid us for development engineering work, ~~and~~but as yet we have ~~successfully~~not ~~completed~~entered into a ~~proof~~statement of ~~concept~~work ~~demonstration. Because~~defining wethe price and terms of a contemplated beta test that will ~~not~~need ~~continue~~to ~~with~~be ~~our~~completed ~~largest~~and ~~customer,~~approved webefore ~~must~~any ~~replace~~wider ~~those~~rollout ~~revenues~~can ~~with~~begin ~~new~~and ~~customers~~we ordo ~~severely~~not ~~scale~~have ~~back~~any ~~our~~assurance ~~operations~~that that will be completed. ~~These~~Because ~~new~~we ~~customers~~have ~~may~~not ~~replace~~continued awith ~~portion~~our oflargest ~~the~~customer and have not replaced those revenues ~~lost~~with ~~due~~new tocustomers, ~~losing~~we ~~the~~have ~~largest~~severely ~~customer~~scaled back our operations.

BI Networks Products and Services

Following are some of the ways in which businesses utilize Broadcast’s products and services.

Internal Business Applications

Deliver briefings from the CEO or other management

Launch new products or services

Present new marketing campaigns

Train employees

Announce significant changes or implement new policies and procedures

Respond to crisis situations

External Business Applications

Display advertising in public areas utilizing digital signage

Make promotional presentations to prospective customers or recruits

Provide product/service training to customers

Train and communicate with sales agents, dealers, VARs, franchisees, association members, etc.

Sponsor satellite media tours

Provide video/audio news releases

Network-Based Services

Broadcast utilizes satellite technology for various business training and communication applications. The list that follows describes the comprehensive offering of products and services that attracts companies in need of a satellite solution.

Network design and engineering

Equipment and installation

Network management

24/7 help desk services

On-site maintenance and service

Full-time or occasional satellite transponder purchases (broadcast time)

Uplink facilities or remote SNG uplink trucks

Streamed Video Hosting Services

With the advancement of streaming technologies and the increase of bandwidth, the Internet provides an effective platform for video-based business training and communications. Broadcast management believes that the Internet will become an increasing means of broadband business video delivery. Consequently, Broadcast has invested in the infrastructure and personnel needed to be a recognized provider of Internet-based services. Following are the services Broadcast currently provides:

Dedicated server space

High-speed, redundant Internet connection

Secure access

Seamless links from client's website

Customized link pages and media viewers

Testing or self-checks

Interactive discussion threads

Participation/performance reports for managers/administrators

Notification of participants via email

Pay-per-view or other e-commerce applications

Live events

24/7 technical support

Production and Content Development Services

To support both satellite and Internet-based delivery platforms, we employ professional production and content development teams and operate full service video and audio production studios. A list of support services follows:

In-studio or on-location video/audio production

Editing/post-production

Instructional design

Video/audio encoding for Internet delivery

Conversion of text or PowerPoint to HTML

Alternative language conversion

Access to “off-the-shelf” video training content

Service Revenue

We generate revenue by charging fees for the services we provide, and/or by selling equipment and satellite time. A typical satellite network generates one-time revenues from the sale and installation of satellite receivers and antennas and monthly revenues from network management services. On-site maintenance/service, production fees, and occasional satellite time are charged as they are used.

For Internet-based services, we charge customers monthly fees for hosting content, account management, quality assurance and technical support, if requested. For delivery of content, we generally charge a fee every time a person listens to or watches a streamed audio or video presentation. Encoding, production and content creation or customization are billed as these services are performed. We have also entered into content development partnerships with professional organizations that have access to subject matter experts. In these cases, we produce web-based training presentations and sell them on a pay-per-view basis, sharing revenues with the respective partner.

In the process of creating integrated technology solutions, we have developed proprietary software systems such as its content delivery system, incorporating site, user, media and template controls to provide a powerful mechanism to administer content delivery across multiple platforms and to integrate into any web-based system. We use our content delivery system to manage networks of thousands of video receiving locations for enterprise clients.

The percentages of revenues derived from our different services fluctuate depending on the customer contracts entered into and the level of activity required by such contracts in any given period. Of our net sales in ~~2012~~2013 and ~~2011~~2012, approximately 90% were derived from network management related services and approximately 10% were derived from product and content development and all other services.

Our network management and support services are generally provided to customers by our operations personnel located at corporate headquarters. Our production and content development services are generally provided by personnel from our production studio. We generally contract with independent service technicians to perform installation and maintenance services at customer locations throughout the United States.

Overview of Video Compression

Video compression is the process by which video content is converted into a digital data stream for transmission over satellite, cable, Internet or wireless networks.

Video compression is generally accomplished by using a single technique or computer formula to create a particular data stream. As more and more video content is broadcast and streamed to a rapidly expanding based of new video receivers, such as cell phones, tablets, and notebook computers, the need to stream the video content with the highest possible quality and at the lowest possible bandwidth expands exponentially. At the same time traditional media desires to keep pace with the new media by transmitting higher and higher quality video to enhance the viewing experience of the consumer and we will experience the expansion of “smart televisions”, movies streamed in high definition and 3D, and entertainment streaming services to the home and computer, all of which increase the need to transmit video using the least amount of bandwidth possible without affecting the quality of the experience.

CodecSys Technology

We have patented our video compression technology and have trademarked it as “CodecSys.” Initially, we developed this technology for delivering video content for our network customers. However, this proprietary technology has expanded into a much wider application.

Video compression is generally accomplished by using a single technique or computer formula to create a particular data stream. Our patented CodecSys technology is a software-based video operating system that uses multiple techniques or computer formulas to create a particular data stream. With CodecSys, video content may be transmitted over substantially decreased bandwidth while maintaining media quality. We believe that our CodecSys technology offers significant efficiencies and cost savings over traditional hardware solutions associated with video content transmission and storage.

We have developed a video encoding software product based upon its CodecSys technology that operates on multiple hardware platforms and is easily upgradable. In September 2009, CodecSys video encoding technology was certified by Microsoft as an approved software encoding system for use by IPTV providers that use Microsoft operating platforms. Microsoft iswas a leading provider of network control software to the IPTV market.

In July 2010, we released CodecSys version 2.0, which ~~has~~was ~~been~~ installed in more than 30 large telecoms and labs for evaluation by potential customers. WeHowever, ~~continue~~we towere ~~make~~never ~~sales~~able ~~presentations and respond~~ to ~~requests~~make ~~for~~any ~~proposals~~material atsales ~~other~~of ~~large~~this ~~telecoms,~~product ~~cable companies~~ and ~~broadcasting~~we ~~companies. These presentations~~ have ~~been~~since ~~made~~discontinued ~~with~~making ~~our technology and~~ sales ~~channel~~presentations ~~partners, which include IBM, HP, Fujitsu~~ and ~~Microsoft,~~responding ~~and~~to ~~others~~requests ~~which~~for ~~are~~proposals ~~suppliers~~at ofany ~~hardware~~potential ~~and software for video transmission applications~~customers. Because CodecSys is a software encoding and transcoding system, it also supports “cloud-based” initiatives. In October 2011, CodecSys was selected as the compression technology to be used by Fujitsu for its NuVolo cloud based product offering. We continue to believe that the CodecSys technology has value but we have not been able to commercialize it.

In today's market, any video content to be distributed via satellite, cable, the Internet and other methods must be encoded into a digital stream using any one of numerous codecs. The most commonly used codecs are now MPEG2, MPEG4, and H.264. When new codecs are developed that perform functions better than the current standards, all of the video content previously encoded in the old format must be re-encoded to take advantage of the new codec. Our CodecSys technology eliminates obsolescence in the video compression marketplace by integrating new codecs into its library. Using a CodecSys switching system to utilize the particular advantages of each codec, we may utilize any new codec as it becomes available by including it in the application library. Codec switching can happen on a scene-by-scene or even a frame-by-frame basis.

We believe the CodecSys technology represents an unprecedented shift from currently used technologies for two important reasons. First, CodecSys allows a change from using only a single codec to compress video content to using multiple codecs and algorithms in the compression and transmission of content. The CodecSys system selects dynamically the most suitable codecs available from the various codecs stored in its library and matches the codecs with various video settings to compress a single video stream. As a video frame, or a number of similar frames (a scene), is compressed, CodecSys applies the optimized codec from the library that best compresses that content and matches the codec with the appropriate setting to then perform the compression. CodecSys repeats the selection throughout the video encoding process, resulting in the use of numerous codecs on a best performance basis. The resulting file is typically substantially smaller than when a single codec compression method is used.

The second important distinction is that CodecSys is a software encoding system that can be upgraded and improved without changing the hardware on which it is resident, much as a personal computer can have its application software upgraded and changed without replacing the equipment. In addition, CodecSys software can run equally efficiently on different manufacturers’ equipment. For example, using the Intel chip currently employed by us, the CodecSys encoding system can run equally as well on IBM equipment and HP equipment, which expands our potential market of customers and opens the possibility of different sales channels as our software can be sold by IBM sales people as well as HP sales people. In addition, most video encoders currently utilize an application specific integrated circuit (ASIC) chip as the encoding engine and when new developments are made, the customer must purchase new hardware to take advantage of the changes. Having a software based encoding system means that new changes in technology and encoding algorithms can be downloaded remotely to upgrade the encoding system on the customers already resident hardware. We believe that having a software based encoding product will slow hardware obsolescence for the customer and be a competitive advantage for CodecSys.

CodecSys Products and Services

In November 2007, we entered into a two-year license agreement with IBM pursuant to which Broadcast licensed its patented CodecSys technology for use by IBM in selling video encoding solutions using IBM’s Cell-BE processing chip. The initial version of a video encoder running on the IBM ~~agreement~~platform was ~~our~~completed ~~first~~in ~~significant~~a ~~license~~commercially deployable form for sales in 2009, although additional development work was required. After we had completed substantially all of its development work on the ~~CodecSys~~IBM ~~technology~~Cell-BE ~~for~~processor ~~use~~chip in athe ~~commercial~~first ~~application~~half of 2009, IBM sales efforts using the Cell-BE processor chip were redirected to products not employing the Cell-BE processor chip. In At ~~connection~~approximately ~~with~~the ~~this~~same ~~license~~time, ~~Broadcast~~Intel ~~increased~~released ~~its~~a ~~engineering~~newly ~~staff,~~developed ~~acquired~~operating ~~additional~~chip ~~equipment~~with sufficient processing capacity to ~~facilitate~~perform the multiple functions required by CodecSys to which Broadcast redirected its development ~~process,~~efforts. This ~~purchased~~chip ~~additional~~is ~~codecs~~based ~~for~~on ~~use~~x86 architecture, which is the standard in ~~its~~the ~~encoding~~industry ~~system~~acceptable ~~and~~to ~~engaged~~almost ~~outside~~all ~~engineering~~users, ~~firms~~and it is easier to ~~perform~~program ~~development~~applications ~~services~~to this architecture. The initial version of athe CodecSys video ~~encoder~~encoding ~~running~~system onutilizing the ~~IBM~~Intel ~~platform~~chip was ~~completed~~first inready afor ~~commercially~~sales ~~deployable~~presentations ~~form~~and ~~for~~testing ~~sales~~ in the fourth quarter of 2009, ~~although~~but ~~additional~~the ~~development~~CodecSys ~~work~~version 2.0, the first commercial version of the software hardened for sales and deployment was ~~required~~not ready for sales installation until July 1, 2010.

~~After~~Because we had ~~completed~~our ~~substantially~~CodecSys ~~all~~technology ofresident ~~its development work~~ on the ~~IBM~~Intel ~~Cell-BE processor~~ chip ~~in the first half of 2009~~, ~~IBM~~we ~~sales~~were ~~efforts~~able ~~using~~to ~~the~~market ~~Cell-BE~~with ~~processor~~other ~~chip~~manufacturers ~~were~~of ~~redirected~~computer toequipment ~~products~~such ~~not~~as ~~employing the Cell-BE processor chip~~HP. AtWe ~~approximately~~have ~~the~~made ~~same~~sales ~~time,~~presentations ~~Intel released a newly developed operating chip with sufficient processing capacity~~ to ~~perform~~customers ~~the~~of ~~multiple~~other ~~functions~~hardware ~~required by CodecSys to which Broadcast redirected its development efforts. This chip is based on x86 architecture~~manufacturers, ~~which~~but isin ~~the~~three ~~standard~~years inwere ~~the~~not ~~industry~~able ~~acceptable~~ to ~~almost~~make ~~all~~any ~~users,~~significant ~~and~~sales ~~it is easier~~ to ~~program~~those ~~applications to this architecture~~customers. ~~Although~~In ~~our~~September ~~license agreement with IBM has expired~~2009, ~~IBM~~our ~~is making hardware sales presentations utilizing~~ CodecSys ~~technology~~encoding ~~based~~system ~~upon~~was ~~the~~certified ~~Intel~~by ~~chip.~~Microsoft ~~The~~as ~~initial~~an ~~version~~approved ofsoftware ~~the CodecSys video~~ encoding system ~~utilizing the Intel chip was first ready~~ for ~~sales~~use ~~presentations~~by ~~and~~IPTV ~~testing in the fourth quarter of 2009~~providers, ~~but~~which ~~the~~use ~~CodecSys~~Microsoft ~~version~~Media ~~2.0,~~Room ~~the first commercial version of the~~ software ~~hardened~~in ~~for~~their ~~sales~~delivery and ~~deployment~~management ~~was~~of ~~not~~their ~~ready~~IPTV ~~for sales installation until July 1~~systems. However, ~~2010. All sales anticipated in~~ the ~~future~~certification ~~will~~never beresulted ~~made~~in ~~using~~any ~~the Intel chip~~sales. ~~Notwithstanding the expiration of its license with IBM, we continue to market our CodecSys video encoding software with IBM for use on IBM hardware to prospective customers.~~

AsWe ~~described~~have ~~above,~~discontinued weall ~~continue~~development ~~to make sales presentations with IBM to IBM customers as Broadcast’s software based encoding system is a part~~ of the IBM media room product offering. The IBM media room products consist of servers and control and management software used by broadcasters and other distributors of video content over a variety of delivery platforms. Using CodecSys astechnology anexcept ~~integral part of the product offering gives IBM and other hardware providers an additional product that is sold in the same process~~ as ~~its~~it ~~media~~concerns ~~room~~transmission ~~offering. Currently, IBM has installed CodecSys based software in “proof~~ of ~~concept”~~video ~~systems at customer locations~~ for ~~the customers to test and evaluate the quality, speed, and bandwidth requirements of~~ our ~~software~~digital ~~encoding~~signage solution. IBM marketing and sales activities with respect to an encoder utilizing the Intel chip and incorporating CodecSys technology are continuing, and we are increasing the number of its “proof of concept” units at IBM potential customers.

Because we now have our CodecSys technology resident on the Intel chip, it is able to market with other manufacturers of computer equipment such as HP. We have made sales presentations to HP customers in conjunction with HP, which has also selected Broadcast’s video encoding solution as a solution that it will present to its customers. This has occurred primarily because CodecSys is the only software based encoding system available that will operate on HP hardware platforms and is the only solution that will operate in a cloud computing environment.

In September 2009, our CodecSys encoding system was certified by Microsoft as an approved software encoding system for use by IPTV providers, which use Microsoft Media Room software in their delivery and management of their IPTV systems. The certification has been a source of sales and marketing leads from Microsoft customers desiring encoding solutions for their projects.

In October 2011, Fujitsu North America, after fully testing and evaluating CodecSys and its competitors, selected CodecSys as the compression technology to be employed by Fujitsu in its NuVolo cloud based initiative, which has since been discontinued by Fujitsu. The first sale of CodecSys resident on Fujitsu hardware was completed in November 2011. The customer is a small cable company that desired to launch an over the top (OTT) network for its cable customers to allow the subscribers to get the cable company content not only through the hardwired cable network, but also through the Internet and wirelessly to cell phones. The network was launched in December 2011 and is currently operational. Although, the customer is relatively small and the revenues generated on a monthly basis are not significant, the sale is important for two reasons. The first is that, although CodecSys has been tested in labs and at potential customers’ locations for two years without material deficiencies being noted by the customers or the channel partners, this is the first time it has been installed and is operational for the benefit of end users. The second is that the pricing structure put in place as we have gone to market has been validated as a reasonable and cost effective product offering that is competitive with the traditional encoding hardware products currently sold in the video distribution marketplace.

In December 2011, IBM introduced its video encoding and transcoding service that is accomplished through the Internet cloud. The encoding engine for this service is CodecSys. Broadcast will derive revenue from the service based on the amount of the video encoded by IBM’s customers, although to date we have received no revenue from this new application of its technology.

In March 2012, we announced our second OTT customer, which is one of the larger cable and media network companies in Mexico, which is developing its OTT service to deliver content to its subscribers. The customer will launch a package of both live and file-based programs and services to be streamed over the Internet in support of various screens and mobile devices. Initially, the offering will include local channels and content. CodecSys will stream multiple profiles for multi-device consumption enabling the customer to create dynamic bundles for consumers based on content and devices. The decisive factor in selecting CodecSys was the high level of video quality that the service produces a bandwidth rates that create a cost advantage. The traditional means of purchasing hardware-based products does not adapt or support the new OTT economy.

We continue to develop the CodecSys technology for a variety of applications, including Internet streaming, cable and satellite broadcasting, IPTV and transmitting video content to cellular phones and other hand-held electronic devices. Commercialization and future applications of the CodecSys technology are expected to require additional development capital estimated to be approximately $2.0 million annually. This estimate may increase or decrease depending on specific opportunities and available funding.

Research and Development

We have spent substantial amounts in connection with its research and development efforts. These efforts have been dedicated to the development and commercialization of the CodecSys technology. ~~Because~~We ~~the majority of the development work for CodecSys has been completed, we~~ have ~~steadily~~ decreased those expenditures from $21,~~410~~754,~~249~~163 for the year ended December 31, ~~2011~~2012 to $1546,~~754,163~~953 for the year ended December 31, ~~2012. Because~~2013 ofand ~~our~~have ~~current~~now ~~liquidity~~discontinued ~~position~~all ~~and~~research ~~capital budgeting plans~~ and ~~the~~development ~~fact~~expenditures ~~that~~related weto ~~still~~CodecSys ~~expended~~as ~~approximately~~a ~~$300,000~~product. Because ~~more~~of ~~per month during~~ the ~~year~~lack ~~than~~of ~~we received from operating activities, our~~ cash resources ~~may~~we ~~not~~are beno ~~sufficient~~longer able to support future research and development activities unless we raise additional capital, succeed in generating revenues from sales of CodecSys products or restructure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

Intellectual Property Protection

Because much of our future success and value depends on the CodecSys technology, our patent and intellectual property strategy is of critical importance. Two provisional patents describing the technology were filed on September 30, 2001. We have filed for patent protection in the United States and various foreign countries. Broadcast’s initial U.S. patent related to the CodecSys technology was granted by the U.S. Patent and Trademark Office, or PTO, in August 2007. Four additional patents have been issued by the PTO. As of December 31, ~~2012~~2013, we also had eleven patents issued in foreign countries and 20 pending patent applications, including U.S. and foreign counterpart applications and continuations.

We have identified additional applications of the technology, which represent potential patents that further define specific applications of the processes that are covered by the original patents. We intend to continue building our intellectual property portfolio as development continues and resources are available.

We have registered the “CodecSys” trademark with the PTO, and seek to protect our know-how, trade secrets and other intellectual property through a variety of means, including confidentiality agreements with our employees, customers, vendors, and others.

Major Customers

A small number of customers account for a large percentage of our revenue. For the year ended December 31, ~~2012~~2013, 85% of our revenues were from our largest customer compared to 89% from this customer for the year ended December 31, ~~2011. Our largest customer signed a three year contact which expired in August,~~ 2012 ~~but has been extended to May 31, 2013~~. We ~~have~~lost ~~been notified that the customer has chosen a competing vendor to provide those services and~~ our ~~revenues~~largest ~~from this~~ customer ~~are~~in ~~expected to be substantially reduced during~~ May 2013.

~~Any~~The material reduction in revenues ~~generated~~resulting from ~~this~~the ~~customer~~loss ~~could harm our results~~ of ~~operations,~~this ~~financial~~customer ~~condition~~ and ~~liquidity. Our~~our ~~largest~~inability ~~customer has elected not~~ to ~~continue~~replace tothose ~~purchase~~revenues ~~our~~has ~~services,~~required ~~decreasing~~that ~~its~~we ~~level~~severely ofcurtail ~~purchases~~operations ~~from~~and ushas ~~from~~resulted ~~approximately $6,400,000~~ in ~~2012~~uncertainty as to ~~approximately $2,300,000 in 2013. This decrease in revenues will materially affect~~ our ~~business~~ability ~~unless~~to wecontinue ~~can~~as ~~replace~~an ~~that~~independent ~~customer with other significant customers~~entity.

Competition

The communications industry is extremely competitive. In the private satellite network market, there are many firms that provide some or all of the services we provide. Many of these competitors are larger than we are and have significantly greater financial resources. In the bidding process for potential customers, many of our competitors have a competitive advantage in the satellite delivery of content because many own satellite transponders or otherwise have unused capacity that gives them the ability to submit lower bids than we are able to make. In the satellite network and services segment, we compete with Convergent Media Systems, Globecast, IBM, Cisco, TeleSat Canada and others. With respect to video conferencing, we compete with Sony, Polycom, Tandberg and others.

There are several additional major market sectors in which we plan to compete with its CodecSys technology, all with active competitors. These sectors include the basic codec technology market, the corporate enterprise and small business streaming media market, and the video conferencing market. These are sectors where we may compete by providing direct services. Competition in these new market areas will also be characterized by intense competition with much larger and more powerful companies, such as Microsoft and Yahoo, which are already in the video compression and transmission business. Many of these competitors already have an established customer base with industry standard technology, which we must overcome to be successful.

The video encoders to be sold by channel partners will compete directly against video encoders manufactured and sold by a number of competitors, including Erickson/Tandberg, Harmonic Scientific Atlanta, Motorola, and Thomson. None of our channel partners have ever produced a video encoder to compete in this market. Our marketing partners have not been successful in entering this new market, and we have not derived the amount of licensing revenue originally anticipated by management.

On a technology basis, CodecSys competition varies by market sector, with codecs and codec suppliers like Microsoft Windows Media Player, Real Networks’ Real Player, Apple, QuickTime, MPEG2, MPEG4, On2, DivX and many others. There are several companies, including Akamai, Inktomi, Activate and Loudeye that utilize different codec systems. These companies specialize in encoding, hosting and streaming content services primarily for news/entertainment clients with large consumer audiences. We compete directly with the two companies in the broadcast media encoding market that have the largest market share, Erickson/Tandberg and Harmonic. In addition, we compete with Cisco, Harris Corporation, and with many other smaller companies. Most are larger than us and most have greater financial resources than we have.

Competition in the digital signage business is extremely widespread with competitors in almost every pricing strata. The industry is fragmented with many providers as there is a relatively low cost of entry into the market with many companies developing a new piece of software and immediately there is another competitor. Large companies such as Harris Corporation and Cisco have digital signage offerings among there many other products. Scala and Fourwinds Interactive are among the many smaller digital signage companies that offer are primarily digital signage software and service to the general business community and with which we most often compete.

Employees

We currently employ 248 full-time personnel at our executive offices ~~and studio facilities~~ in Salt Lake City, Utah. We engage independent contractors and employ the services of independent sales representatives ~~as well as voice~~ and ~~production~~consultants ~~talent~~ on an “as needed” basis ~~at its recording studios~~.

Government Regulation

Broadcast has seven licenses issued by the Federal Communications Commission for satellite uplinks, Ethernet, radio connections and other video links between Broadcast facilities and third-party uplinks. We no longer have, however, a licensed operator to function using the licenses. Notwithstanding these licenses, all of our activities could be performed outside these licenses with third-party vendors. All material business activities are subject to general governmental regulations with the exception of actual transmission of video signals via satellite.

1110

Properties

Our executive offices are located at ~~7050~~6952 ~~Union~~S. ~~Park~~High ~~Ave.~~Tech Drive, Suite ~~600~~C, Salt Lake City, Utah 84047. We occupy the space at the executive offices under a ~~thirty-nine~~ month ~~term~~to ~~lease,~~month ~~the term of which ends January 31, 2015~~lease. The lease covers approximately 137,~~880~~500 square feet of office ~~space leased at a rate of $23,049 per month. Our production studio is located at 6952 South 185 West, Unit C, Salt Lake City, Utah 84047,~~ and ~~consists~~warehouse ~~of approximately 7,500 square feet of~~ space leased ~~under a month to month contract~~ at a rate of $73,~~000~~955 per month plus utilities. We have no other properties.

Legal Proceedings

We ~~have~~are ~~pending~~a ~~legal~~defendant ~~matters. We~~in ~~have~~ a ~~judgment~~lawsuit filed in Los Angeles Superior court seeking payment for services rendered ~~against~~by usthe inPlaintiff, aAudio ~~lawsuit~~Visual Plus, ~~the~~Inc. The total amount in dispute inis ~~which~~$29,235. We ishave paid the plaintiff approximately ~~$130,000~~one half of the amount claimed and the action is not proceeding at the present time.

OnIn ~~July~~May 272013, ~~2012,~~we ~~CTC~~were ~~Resources~~named ~~Inc.~~as ~~dba~~defendant ~~U.S.~~in ~~Media Capital (“CTC”) filed~~ a lawsuit filed in the ~~Third~~Small ~~Judicial~~Claims ~~District~~ Court in ~~and~~the ~~for~~Third ~~Salt~~Judicial ~~Lake City~~District, State of Utah ~~against ACC Capital Corporation (“ACC”)~~, Loni L. Lowder and the Company (the “CTCD Lawsuit”) asserting claims for relief for breach of contract against ACC, breach of fiduciary duty and fraud against ACC and Mr. Lowder and civil conspiracy against ACC, Mr. Lowder and the Company, and seeking ~~injunctive~~payment relief and constructive trust as to all defendants as well as money damages. On October 9, 2012, we filed our answer as well as a cross claim against ACC seeking declaratory relief as to the price to be paid by us for ~~the~~services ~~leased~~rendered ~~equipment and specific performance against ACC. On January 7, 2013 in a hearing relative to a temporary injunction previously granted~~ by the ~~Court~~plaintiff, ~~the~~Performance ~~Court took testimony and heard arguments from the parties on the matter and the Court and the parties agreed that a trial would be unnecessary~~Audio. ~~Both parties submitted briefs regarding the law and summarizing the testimony elicited at the hearing.~~ The ~~Court’s~~total ~~judgment~~amount ~~rendered~~in ondispute ~~February~~is ~~25,~~approximately ~~2013 vacated the parties’ joint appraisal and required that the parties jointly secure another appraisal for the equipment~~$9, ~~the results of which will be binding on the parties~~663. We have paid ~~$424,500~~approximately ~~toward~~one ~~the~~half ~~purchase price~~ of the ~~equipment,~~amount ~~which~~claimed we believe satisfies our payment obligation, but pursuant to a restraining order we sought to prevent the lessor from contacting our customer as of March 26, 2013 we have escrowed an aggregate of $425,100 with the Court and ~~have a current obligation to continue making monthly escrow payments in~~ the ~~amount~~action ofis ~~$141,700~~not ~~pending~~proceeding aat ~~decision in~~ the ~~matter~~present time.

In September 2013, we were named as defendant in a lawsuit filed in the Third Judicial District court, Salt Lake County, State of Utah, seeking judgment for damages related to a breach of a termination agreement we entered into with our former landlord when we vacated our former offices. A default judgment was entered in the matter in the amount of $91,666.66 plus attorneys fees.

On November 4, 2013, we notified AllDigital that we terminated the Merger Agreement pursuant to Section 8.1(b), which permits termination of the Agreement by either party if the Merger is not consummated by October 31, 2013, provided that such failure is not attributable to the terminating party’s failure to perform its obligations under the Merger Agreement. Following delivery of our notice of termination, AllDigital responded by asserting that the Merger did not close because we failed to perform our obligations and that we were not entitled to terminate under Section 8.1(b). AllDigital further notified us that it was terminating the Merger Agreement for cause based on our alleged breach of the non-solicitation covenants in the Merger Agreement, which AllDigital asserts triggers a termination fee of $100,000 and 4% of our equity on a non-diluted basis, and for various other alleged misrepresentations and breaches. We dispute AllDigital’s allegations and assertions, deny that AllDigital is entitled to any termination fee and reserve the right to pursue damages from AllDigital arising from AllDigital’s actions in relation to the Merger Agreement. No litigation has been filed in this matter.

ITEM 1A. RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this report. Our business and our securities involve a high degree of risk.

Our independent auditors have expressed doubt as to our ability to continue as a going concern.

Our audited consolidated financial statements for the year ended December 31, 2013 contain a “going concern” qualification. As discussed in Note 3 of the Notes to Consolidated Financial Statements, we have incurred losses and have not demonstrated the ability to generate sufficient cash flows from operations to satisfy our liabilities and sustain operations. Because of these conditions, our independent auditors have raised substantial doubt about our ability to continue as a going concern.

If we do not successfully commercialize our CodecSys technology, we may never achieve profitability, retire our convertible debt or be able to raise future capital.

It is imperative that we successfully commercialize our CodecSys technology. We continue to develop this technology for a variety of applications. We have never been involved in a development project of the size and breadth that is involved with CodecSys and none of our management has ever been involved with a software development project. Management may lack the expertise and we may not have the financial resources needed for successful development of this technology. Furthermore, commercialization and future applications of the CodecSys technology are expected to require additional capital estimated to be approximately $2.0 million annually for the foreseeable future, although we have spent considerably more than that in past years. This estimate will increase or decrease depending on specific opportunities and available funding. If we are unsuccessful in our CodecSys development and commercialization efforts, it is highly doubtful we will achieve profitable operations, retire our existing convertible indebtedness or be able to raise additional funding in the future.

12We need additional capital. If additional capital is required but is not available, we may have to curtail or cease operations.

We may need additional capital. If additional capital is required but is not available, we may have to curtail or cease operations.

If we are unable to generate net sales in excess of operating expenses, we will need to obtain additional financing to continue operations. We believe external funding may be difficult to obtain, particularly given the prevailing financial market conditions. If sufficient capital is not available to us, we will be required to pursue one or a combination of the following remedies: significantly reduce development, commercialization or other operating expenses; sell part or all of our assets; or terminate operations. The existing turbulence and illiquidity in the credit and financial markets are continuing challenges that have generally made potential funding sources more difficult to access, less reliable and more expensive. These market conditions have made the management of our liquidity significantly more challenging. A further deterioration in the credit and financial markets or a prolonged period without improvement could adversely affect our ability to raise additional capital.

We have sustained and may continue to sustain substantial losses.

We have sustained operating losses in each of the last seven years. Through December 31, ~~2012~~2013, our accumulated deficit was $~~109~~111,~~585~~873,~~041~~431. We continue to sustain operating losses on a quarterly and annual basis and may continue to do so.

Our success depends on adoption of our CodecSys technology by OEMs and end-users.

The success of our CodecSys technology depends on the adoption of this technology by original equipment manufacturers, or OEMs, like IBM, Fujitsu and HP, as well as end-users. The OEM qualification and adoption process is complex, time-consuming and unpredictable. Furthermore, OEMs may elect to maintain their relationships with incumbent technology providers, even when presented with technology that may be superior to the incumbent technology. Significant delays in the development or OEM adoption of CodecSys will adversely affect our results of operations, financial condition and prospects.

Our continued losses may impact our relationships with OEMs and customers.

Our continued losses may impact our relationships with existing and potential OEMs and customers. OEMs may be reluctant to partner with us or present our technology in conjunction with their product offerings if they believe our financial condition is marginal or in jeopardy. OEMs and prospective customers may delay adoption of our CodecSys technology and other products if they believe we are not financially sound enough to support our technology or other product offerings.

Adverse economic or other market conditions could reduce the purchase of our services by existing and prospective customers, which would harm our business.

Our business is impacted from time to time by changes in general economic, business and international conditions and other similar factors. Adverse economic or other market conditions negatively affect the business spending of existing and prospective customers. In adverse market times, our network and other services may not be deemed critical for these customers. Therefore, our services are often viewed as discretionary and may be deferred or eliminated in times of limited business spending, thereby harming its business.

The recent recession and market turmoil present considerable risks and challenges. These risks and challenges have reached unprecedented levels and have significantly diminished overall confidence in the national economy, upon which we are dependent. Such factors could have an adverse impact on our business and prospects in ways that are not predictable or that we may fail to anticipate.

Our systems of internal operational and financial controls may not be effective.

We establish and maintain systems of internal operational and financial controls that provide us with critical information. These systems are not foolproof, and are subject to various inherent limitations, including cost, judgments used in decision-making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, any system of internal controls or procedures may not be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management. We have previously experienced significant deficiencies in our required disclosure controls and procedures regarding the updating of certain accounting pronouncements and the reporting of current information required to be filed with the SEC. We also experienced a significant deficiency and a material weakness in our required disclosure controls and procedures regarding its accounting entries and financial statements, which resulted in the restatement of one accounting period. Any future deficiency, weakness, malfunction or inadequacy related to internal operational or financial control systems or procedures could produce inaccurate and unreliable information that may harm our business.

We may be unable to respond adequately to rapid changes in technology.

The markets for private communication networks and video encoder systems are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. The introduction of new technology and products and the emergence of new industry standards not only impacts our ability to compete, but could also render our products, services and CodecSys technology uncompetitive or obsolete. If we are unable to adequately respond to changes in technology and standards, we will not be able to serve its clients effectively. Moreover, the cost to modify our services, products or infrastructure in order to adapt to these changes could be substantial and we may not have the financial resources to fund these expenses.

We face intense competition that could harm our business.

The communications industry is extremely competitive. We compete with numerous competitors who are much larger than we are and have greater financial and other resources. In the satellite network and services segment, including digital signage, we compete with Convergent Media Systems, Globecast, IBM, Cisco, Hughes and others. Our competitors have established distribution channels and significant marketing and sales resources. Competition results in reduced operating margins for our business and may cause us to lose clients and/or prevent us from gaining new clients critical for our success.

There are several additional major market sectors in which we plan to compete with our CodecSys technology, all with active competitors. These sectors include the basic codec technology market, the corporate enterprise network market and small business streaming media market. These are sectors where we may compete by providing direct services. Competition in these new market areas will also be characterized by intense competition with much larger and more powerful companies, such as Microsoft and Yahoo, which are already in the video compression and transmission business. Many of these competitors already have established customer bases with industry standard technology, which we must overcome to be successful.

On a technology basis, CodecSys competition varies by market sector, with codecs and codec suppliers like Microsoft Windows Media Player, Real Networks’ Real Player, Apple QuickTime, MPEG2, MPEG4, On2, DivX and many others. There are several companies, including Akamai, Inktomi, Activate and Loudeye, which utilize different codec systems. These companies specialize in encoding, hosting and streaming content services primarily for news/entertainment clients with large consumer audiences. All are larger and have greater financial resources than we have. Tandberg/Erickson and Harmonic are two of the largest suppliers of high end video encoders to the broadcast industry and are the incumbent suppliers to many of the customers to which we are selling.

If we fail to hire additional specialized personnel or retain are key personnel in the future, we will not have the ability to successfully commercialize our technology or manage our business.

We still need to hire additional specialized personnel to successfully commercialize our CodecSys technology. If we are unable to hire or retain qualified software engineers and project managers, our ability to complete further development and commercialization efforts will be significantly impaired. Our success is also dependent upon the efforts and abilities of its management team. If we lose the services of certain of our current management team members, we may not be able to find qualified replacements, which would harm the continuation and management of our business.

Our revenue is dependent upon the sales efforts of others.

We are dependent upon the sales and marketing efforts of IBM, HP, Fujitsu and other third-party businesses in order to derive licensing revenue from its CodecSys technology. Such businesses may not continue their sales efforts which would adversely affect our potential licensing fees. We are not able to control the sales and marketing efforts of these third parties. Limited revenues from our historical sources make it even more dependent upon the sales efforts of others. Given the current recession and market developments, third-party businesses may scale back on sales efforts which could significantly harm our business and prospects.

We rely heavily on a few significant customers and if we lose any of these significant customers, our business may be harmed.

A small number of customers account for a large percentage of our revenue. Our business model relies upon generating new sales to existing and new customers. In September 2009 ~~Broadcast~~we secured a contract with a large national organization, which ~~has~~became ~~become~~our ~~its~~ largest customer. WeThe ~~have been informed by this largest customer, that our~~ contract towith ~~provide digital signage services to~~ this customer ~~would be~~terminated ~~extended through~~ May 31, 2013 ~~and will then terminate~~. We may continue to provide some managed media services to the customer ~~for~~in athe ~~3-year period~~future, but in excess of 90% of our revenues from the customer ~~are~~have ~~for~~been ~~the digital signage service~~lost. As a result of this termination, our revenues ~~will~~have ~~decline~~declined substantially, ~~which~~and ~~will harm~~ our ~~business,~~operations ~~unless~~have webeen ~~can~~substantially ~~replace that customer with another similarly large customer or customers~~curtailed.

There is significant uncertainty regarding our patent and proprietary technology protection.

Our success is dependent upon its CodecSys technology and other intellectual property rights. If we are unable to protect and enforce these intellectual property rights, competitors will have the ability to introduce competing products that are similar to ours. If this were to occur, our revenues, market share and operating results would suffer. To date, we have relied primarily on a combination of patent, copyright, trade secret, and trademark laws, and nondisclosure and other contractual restrictions on copying and distribution to protect its proprietary technology. Our initial U.S. patent related to our CodecSys technology was granted by the PTO in August 2007 and four additional patents related to applications of the technology were subsequently issued by the PTO. As of December 31, 2012, eleven foreign countries had issued our initial patent. In addition, we have 20 pending U.S. and foreign patent applications. If we fail to deter misappropriation of its proprietary information or if we are unable to detect unauthorized use of its proprietary information, then our revenues, market share and operating results will suffer. The laws of some countries may not protect our intellectual property rights to the same extent as do the laws of the United States. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. This litigation could result in substantial costs and diversion of resources that would harm our business.

1514

Our products could infringe on the intellectual property rights of others, which may subject us to future litigation and cause financial harm to its business.

To date, we have not been notified that our services, products and technology infringe the proprietary rights of third parties, but there is the risk that third parties may claim infringement by us with respect to current or future operations. We expect software developers will increasingly be subject to infringement claims as the number of products and competitors in the industry segment grows and the functionality of products in different industry segments overlaps. Any of these claims, with or without merit, could be time-consuming to defend, result in costly litigation, divert management’s attention and resources, cause product shipment delays, or require us to enter into royalty or licensing agreements. These royalty or licensing agreements, if required, may not be available on terms acceptable to us. A successful claim against us of infringement and failure or inability to license the infringed or similar technology on favorable terms would harm its business.

Our common stock is considered “penny stock” which may make selling the common stock difficult.

Our common stock is considered to be a “penny stock” under the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. Under the rules, stock is considered “penny stock” if: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues at less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend our stock but must trade it on an unsolicited basis.

Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in Broadcast common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investors financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

Trading in our securities could be subject to extreme price fluctuations that could cause the value of your investment to decrease.

Our stock price has fluctuated significantly in the past and could continue to do so in the future. Our stock is thinly-traded, which means investors will have limited opportunities to sell their shares of common stock in the open market. Limited trading of our common stock also contributes to more volatile price fluctuations. The market price of our common stock is also subject to extreme fluctuations because of the nature of the CodecSys technology and the potential for large-scale acceptance or rejection of our technology in the marketplace. Given these fluctuations, an investment in our common stock could lose value. A significant drop in our stock price could expose it to the risk of securities class action lawsuits. Defending against such lawsuits could result in substantial costs and divert management’s attention and resources, thereby causing an investment in stock to lose additional value.

Future sales of our common stock could cause our stock price to decrease.

Substantial sales of our common stock in the public market, or the perception by the market that such sales could occur, could lower our stock price. As of ~~March~~December 1531, 2013, we had ~~107~~110,~~932~~233,~~373~~225 shares of common stock outstanding. As of ~~March~~December 1531, 2013, stock options, including options granted to our employees, and warrants to purchase an aggregate of 4443,~~246~~068,~~863~~136 shares of our common stock were issued and outstanding, a substantial portion of which were fully exercisable. As of ~~March~~December 1531, 2013, notes convertible into 1720,900,000 shares of our common stock were issued and outstanding~~. As~~ ofif ~~March~~they ~~15,~~are ~~2013,~~converted weat ~~had~~the ~~granted~~conversion ~~restricted~~rate ~~stock~~set ~~units~~forth ~~to members of our board of directors and others, which may be settled at various time~~ in the ~~future by the issuance of 3~~notes,~~368,247~~ ~~shares~~but ~~of common stock. In connection with a proposed merger, we~~ would be ~~required~~converted tointo ~~engage~~more ~~in an exchange offer with current warrant holders pursuant to which we expect to issue~~ shares ofif ~~our~~converted ~~common~~at ~~stock in exchange for the termination and cancellation of most of~~ our ~~outstanding~~current ~~options~~trading ~~and~~value. As ~~warrants (other than specified warrants) and all~~ of ~~our~~December ~~outstanding~~31, ~~notes. In addition~~2013, we ~~expect~~had togranted ~~issue~~restricted ~~shares of our common~~ stock units to ~~non-Broadcast~~members ~~stockholders~~ of ~~IDI~~our inboard ~~a subsidiary merger. The number~~ of ~~shares~~directors ~~is not currently determined. Following the closing of the exchange offers~~ and ~~the subsidiary merger~~others, ~~Broadcast~~which ~~will~~may ~~issue~~be tosettled ~~the~~at ~~proposed~~various ~~merger~~time ~~partner’s stockholders~~ in the ~~merger~~future ~~additional~~by ~~shares of Broadcast common stock that will result in~~ the ~~proposed~~issuance ~~merger~~of ~~partner’s~~3,093,247 ~~stockholders~~shares ~~owning 54%~~ of ~~our outstanding~~ common stock ~~immediately following the merger (assuming the exercise or conversion of warrants, options and other derivative securities except for certain warrants).~~ Future sales of our common stock, or the availability of our common stock for sale, may cause the market price of our common stock to decline.

Any stock ownership interest may be substantially diluted by future issuances of securities.

We may issue shares of our common stock to holders of outstanding convertible notes, stock options and warrants. The conversion of the convertible notes and the exercise of options and warrants into shares of our common stock will be dilutive to stockholders. We also expect to continue to offer stock options to our employees and others, and as of ~~March~~December ~~15,~~31 2013, we had approximately 34,~~779~~319,~~508~~411 shares of common stock available for future issuance under our 2004 long-term incentive stock option plan and 88363,200 shares of common stock available for future issuance under our 2008 equity incentive plan. Although we anticipate terminating our 2004 long-term incentive stock option plan and 2008 equity incentive plan in connection with the proposed merger, such that no future grants may be made thereunder, we would assume the merger partner’s stock plan in the merger and expect to grant options and other equity awards under that plan in the future. Following the closing of the exchange offers and the subsidiary merger, Broadcast will issue to merger partner’s stockholders in the merger additional shares of Broadcast common stock that will result in the merger partner’s stockholders owning 54% of our outstanding common stock immediately following the merger (assuming the exercise or conversion of warrants, options and other derivative securities except for certain warrants). To the extent that future stock options are granted and ultimately exercised, there will be further dilution to stockholders.

We have never paid dividends and do not anticipate paying any dividends on our common stock in the future, so any return on an investment in our common stock will depend on the market price of the stock.

We currently intend to retain any future earnings to finance its operations. The terms and conditions of its convertible notes restrict and limit payments or distributions in respect of its common stock. The return on any investment in our common stock will depend on the future market price of such common stock and not on any potential dividends.

Current and future legal proceedings against us could be costly and time consuming to defend.

From time to time we are subject to legal proceedings and claims that arise in the ordinary course of business, including claims brought by our customers in connection with commercial disputes, employment-based claims made by our current or former employees, administrative agencies, or government regulators. Litigation, enforcement actions, and other legal proceedings, regardless of their outcome, may result in substantial costs and may divert management’s attention and our resources, which may harm our business, overall financial condition and operating results. In addition, legal claims that have not yet been asserted against us may be asserted in the future.

1716

On July 27, 2012, CTC Resources Inc. dba U.S. Media Capital (“CTC”) filed a lawsuit in the Third Judicial District Court in and for Salt Lake City, State of Utah against ACC Capital Corporation (“ACC”), Loni L. Lowder and the Company (the “CTCD Lawsuit”) asserting claims for relief for breach of contract against ACC, breach of fiduciary duty and fraud against ACC and Mr. Lowder and civil conspiracy against ACC, Mr. Lowder and the Company, and seeking injunctive relief and constructive trust as to all defendants as well as money damages. On October 9, 2012, we filed our answer as well as a cross claim against ACC seeking declaratory relief as to the price to be paid by us for the leased equipment and specific performance against ACC. On January 7, 2013 in a hearing relative to a temporary injunction previously granted by the Court, the Court took testimony and heard arguments from the parties on the matter and the Court and the parties agreed that a trial would be unnecessary. Both parties submitted briefs regarding the law and summarizing the testimony elicited at the hearing. The Court’s judgment rendered on February 25, 2013 vacated the parties’ joint appraisal and required that the parties jointly secure another appraisal for the equipment, the results of which appraisal will be binding on the parties. We have paid $424,500 toward the purchase price of the equipment, which we believe satisfies our payment obligation, but pursuant to a restraining order we sought to prevent the lessor from contacting our customer, we have also escrowed an additional $425,100 with the Court and have a current obligation to continue making monthly escrow payments in the amount of $141,700 pending a decision in the matter.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

We are ~~parties~~a todefendant ~~legal~~in ~~matters.~~a Welawsuit ~~are~~filed ain ~~judgment~~Los ~~debtor~~Angeles inSuperior acourt ~~lawsuit,~~seeking payment for services rendered by the Plaintiff, Audio Visual Plus, Inc. The total amount in dispute inis ~~which~~$29,235. We ishave paid the plaintiff approximately ~~$130,000~~one half of the amount claimed and the action is not proceeding at the present time.

OnIn ~~July~~May 272013, ~~2012,~~we ~~CTC~~were ~~Resources~~named ~~Inc.~~as ~~dba~~defendant ~~U.S.~~in ~~Media Capital (“CTC”) filed~~ a lawsuit filed in the ~~Third~~Small ~~Judicial~~Claims ~~District~~ Court in ~~and~~the ~~for~~Third ~~Salt~~Judicial ~~Lake City~~District, State of Utah ~~against ACC Capital Corporation (“ACC”)~~, Loni L. Lowder and the Company (the “CTCD Lawsuit”) asserting claims for relief for breach of contract against ACC, breach of fiduciary duty and fraud against ACC and Mr. Lowder and civil conspiracy against ACC, Mr. Lowder and the Company, and seeking ~~injunctive~~payment relief and constructive trust as to all defendants as well as money damages. On October 9, 2012, we filed our answer as well as a cross claim against ACC seeking declaratory relief as to the price to be paid by us for ~~the~~services ~~leased~~rendered ~~equipment and specific performance against ACC. On January 7, 2013 in a hearing relative to a temporary injunction previously granted~~ by the ~~Court~~plaintiff, ~~the~~Performance ~~Court took testimony and heard arguments from the parties on the matter and the Court and the parties agreed that a trial would be unnecessary~~Audio. ~~Both parties submitted briefs regarding the law and summarizing the testimony elicited at the hearing.~~ The ~~Court’s~~total ~~judgment~~amount ~~rendered~~in ondispute ~~February~~is ~~25,~~approximately ~~2013 vacated the parties’ joint appraisal and required that the parties jointly secure another appraisal for the equipment~~$9, ~~the results of which appraisal will be binding on the parties~~663. We have paid ~~$424,500~~approximately ~~toward~~one ~~the~~half ~~purchase price~~ of the ~~equipment,~~amount ~~which~~claimed ~~we believe satisfies our payment obligation, but pursuant to a restraining order we sought to prevent the lessor from contacting our customer, we have escrowed an additional $425,100 with the Court~~ and ~~have a current obligation to continue making monthly escrow payments in~~ the ~~amount~~action ofis ~~$141,700~~not ~~pending~~proceeding aat ~~decision in~~ the ~~matter. Because~~present ~~of the amounts paid and escrowed we have made no further reserves in our financial statements with respect to this litigation~~time.

18In September 2013, we were named as defendant in a lawsuit filed in the Third Judicial District court, Salt Lake County, State of Utah, seeking judgment for damages related to a breach of a termination agreement we entered into with our former landlord when we vacated our former offices. A default judgment was entered in the matter in the amount of $91,666.66 plus attorneys fees.

On November 4, 2013, we notified AllDigital that we terminated the Merger Agreement pursuant to Section 8.1(b), which permitted termination of the Agreement by either party if the Merger was not consummated by October 31, 2013, provided that such failure was not attributable to the terminating party’s failure to perform its obligations under the Merger Agreement. Following delivery of our notice of termination, AllDigital responded by asserting that the Merger did not close because we failed to perform our obligations and that we were not entitled to terminate under Section 8.1(b). AllDigital further notified us that it was terminating the Merger Agreement for cause based on our alleged breach of the non-solicitation covenants in the Merger Agreement, which AllDigital asserts triggered a termination fee of $100,000 and 4% of our equity on a non-diluted basis, and for various other alleged misrepresentations and breaches. We dispute AllDigital’s allegations and assertions, deny that AllDigital is entitled to any termination fee and reserve the right to pursue damages from AllDigital arising from AllDigital’s actions in relation to the Merger Agreement. No litigation has been filed in this matter.

To the knowledge of management, no other litigation has been filed or, except for one collection matter, threatened.

ITEM 4. MINE SAFETY DISCLOURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Price Range

Our common stock is currently traded on the OTC Bulletin Board under the symbol “BCST.” The following table sets forth, for the periods indicated, the high and low bid quotations, as adjusted for stock splits of our common stock, as reported by the OTC Bulletin Board, and represents prices between dealers, does not include retail markups, markdowns or commissions, and may not represent actual transactions:

	High Bid		Low Bid
2013
First Quarter	$	.15	$	.07
Second Quarter		.12		.04
Third Quarter		.09		.05
Fourth Quarter		.07		.01
2012
First Quarter	$	.67	$	.31
Second Quarter		.50		.18
Third Quarter		.25		.10
Fourth Quarter		.20		.05
2011
First Quarter	$	1.27	$	.73
Second Quarter		.84		.51
Third Quarter		.58		.23
Fourth Quarter		.47		.13

Holders

As of March 1528, ~~2013~~2014, we had ~~107~~111,~~932~~370,~~373~~878 shares of our common stock issued and outstanding, and there were approximately 1,400 shareholders of record.

Dividends

We have never paid or declared any cash dividends. Future payment of dividends, if any, will be at the discretion of our board of directors and will depend, among other criteria, upon our earnings, capital requirements, and financial condition as well as other relative factors. Management intends to retain any and all earnings to finance the development of our business, at least in the foreseeable future. Such a policy is likely to be maintained as long as necessary to provide working capital for our operations. Moreover, our outstanding convertible notes contain restrictive covenants that prohibit us from declaring or paying dividends.

Sales of Unregistered Securities

On ~~February~~March 216, ~~2013~~2014, we issued ~~restricted stock units that may be settled by the issuance of 200~~729,~~000~~100 shares of our common stock to ~~each of three of our directors and 86,667 shares to~~ one of our ~~directors~~former ~~for~~managers ~~a total of 686,667 shares~~ in consideration of ~~unpaid~~termination ~~director~~of ~~fees,~~his ~~which~~employment ~~aggregated~~agreement ~~$51,500~~and ~~or $~~compensation.~~075~~ ~~per~~The ~~share.~~former ~~The~~manager ~~directors~~is ~~are~~an accredited ~~investors~~investor and ~~were~~was fully informed regarding ~~their~~his ~~investments~~investment. In the transaction, we relied on the exemption from registration under the Securities Act set forth in Section 4(2) thereof.

On ~~February~~March 216, ~~2013~~2014, we issued ~~200~~408,~~000~~553 shares of our common stock to one of our former directors in ~~consideration~~settlement of ~~unpaid~~restricted ~~director~~stock ~~fees,~~units ~~which~~he ~~aggregated~~had ~~$15,000~~been orgranted ~~$.075~~during ~~per~~his ~~share.~~tenure as a member of our Board of Directors. The former director is an accredited investor and was fully informed regarding his investment. In the transaction, we relied on the exemption from registration under the Securities Act set forth in Section 4(2) thereof.

In December 2012 and January 2013, we issued two convertible promissory notes in the aggregate amount of $300,000 to one of our directors in consideration of the payment of $300,000. The notes bear interest at the rate of 12% per annum. The notes are convertible at the rate of $.25 per share any time prior to their maturity dates, which is July 13, 2013. In addition, we granted to the director warrants to acquire an additional 600,000 shares at an exercise price of $.25 per share. The warrants expire five years from the date of issuance. The director is an accredited investor and was fully informed regarding his investments. In the transaction, we relied on the exemption from registration under the Securities Act set forth in Section 4(2) thereof.18

In January 2013, we issued two convertible promissory notes in the principal amount of $375,000 to four individual investors in consideration of the payment of an aggregate amount $375,000. The notes are convertible at the rate of $.25 per share or 1,500,000 shares any time prior to their maturity dates, which is July 13, 2013. In addition, we granted to the investors warrants to acquire an additional 750,000 shares at an exercise price of $.25 per share. The warrants expire five years from the date of issuance. The investors are accredited investors and were fully informed regarding their investments. In the transaction, we relied on the exemptions from registration under the Securities Act set forth in Section 4(2) thereof.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We had no purchases of equity securities by the issuer or affiliated purchasers during the fourth quarter of ~~2012~~2013.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and related notes that are included elsewhere in this report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” or in other parts of this report. See “Cautionary Note Regarding Forward-Looking Statements.”

Critical Accounting Policies

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all cash on hand and in banks, and highly liquid investments with maturities of three months or less, to be cash equivalents. At December 31, ~~2012~~2013 and ~~2011~~2012, we had no bank balances in ~~the~~ excess of amounts insured by the Federal Deposit Insurance Corporation. We have not experienced any losses in such accounts, and believe we are not exposed to any significant credit risk on cash and cash equivalents.

Current financial market conditions have had the effect of restricting liquidity of cash management investments and have increased the risk of even the most liquid investments and the viability of some financial institutions. We do not believe, however, that these conditions will materially affect our business or our ability to meet our obligations or pursue our business plans.

Accounts Receivable

Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded as income when received.

A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 90 days. After the receivable becomes past due, it is on non-accrual status and accrual of interest is suspended.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in which case the repairs are capitalized.

Patents and Intangibles

Patents represent initial legal costs incurred to apply for United States and international patents on the CodecSys technology, and are amortized on a straight-line basis over their useful life of approximately 20 years. We have filed patent applications in the United States and foreign countries. As of December 31, ~~2012~~2013, the U.S. Patent and Trademark Office or PTO had approved six patents and a seventh has been approved awaiting a patent number. Additionally, eleven foreign countries had issued patents and we had 20 pending patent applications, including U.S. and foreign counterpart applications. While we ~~are~~have ~~unsure~~been ~~whether~~unable weto ~~can~~ develop the technology in order to obtain the full benefits of the issued patents, we believe the patents themselves hold value and could be sold to companies with more resources to complete the development. On-going legal expenses incurred for patent follow-up have been expensed from July 2005 forward and in 2011 Broadcast abandoned two foreign patent applications and incurred a charge of $26,180.

Long-Lived Assets

We review our long-lived assets, including patents, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future un-discounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, then the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined by using cash flow analyses and other market valuations.

21After our review at December 31, 2013, it was determined that no adjustment was required.

After our review at December 31, 2012, it was determined that no adjustment was required.

Stock-based Compensation

Stock-based compensation cost is estimated at the grant date, based on the estimated fair value of the awards, and recognized as expense ratably over the requisite service period of the award for awards expected to vest.

Income Taxes

We account for income taxes in accordance with the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled.

Revenue Recognition

We recognize revenue when evidence exists that there is an arrangement between us and our customers, delivery of equipment sold or service has occurred, the selling price to our customers is fixed and determinable with required documentation, and collectability is reasonably assured. We recognize as deferred revenue, payments made in advance by customers for services not yet provided.

When we enter into a multi-year contract with a customer to provide installation, network management, satellite transponder and help desk, or combination of these services, we recognize this revenue as services are performed and as equipment is sold. These agreements typically provide for additional fees, as needed, to be charged if on-site visits are required by the customer in order to ensure that each customer location is able to receive network communication. As these on-site visits are performed the associated revenue and cost are recognized in the period the work is completed. If we install, for an additional fee, new or replacement equipment to an immaterial number of new customer locations, and the equipment immediately becomes the property of the customer, the associated revenue and cost are recorded in the period in which the work is completed.

In instances where we have entered into license agreements with a third parties to use our technology within their product offering, we recognize any base or prepaid revenues over the term of the agreement and any per occurrence or periodic usage revenues in the period they are earned.

Research and Development

Research and development costs are expensed when incurred. We expensed $1546,~~754,163~~953 in ~~2012~~2013 and $21,~~410~~754,~~249~~163 in ~~2011~~2012 of research and development costs.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of trade accounts receivable. In the normal course of business, we provide credit terms to our customers. Accordingly, we perform ongoing credit evaluations of our customers and maintain allowances for possible losses which, when realized, have been within the range of management’s expectations.

22In 2013 and 2012, we had one customer that individually constituted 83% and 85%, respectively, of our total revenues, with no other single customer representing more than 5% of total revenues. Our largest customer signed a three year contract which we began servicing in the second half of 2009, which expired May 31, 2013 after which time we no longer provided any significant services for the customer.

In 2012 and 2011, we had one customer that individually constituted 85% and 89%, respectively of our total revenues, with no other single customer representing more than 5% of total revenues. Our largest customer signed a three year contract which we began servicing in the second half of 2009, which expired in August 2012, but has been extended to May 31, 2013 after which time we will no longer provide any significant services for the customer.

Weighted Average Shares

Basic earnings per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year, plus the dilutive common stock equivalents that would rise from the exercise of stock options, warrants and restricted stock units outstanding during the period, using the treasury stock method and the average market price per share during the period, plus the effect of assuming conversion of the convertible debt. The computation of diluted earnings per share does not assume conversion or exercise of securities that would have an anti-dilutive effect on earnings.

Potentially dilutive securities representing 18,568,963 shares of common stock were excluded from the computation of diluted earnings per common share for the year ended December 31, 2012, because their effect would have been anti-dilutive.

Options and warrants to purchase 2043,~~442~~068,~~170~~136 shares of common stock and ~~950~~3,~~000~~093,247 restricted stock units were outstanding at December 31, ~~2011~~2013 and our convertible notes were convertible into 20,900,000 shares of common stock. As we experienced a net loss during the year ended December 31, ~~2011~~2013, no common stock equivalents were included in the diluted earnings per common share calculation as the effect of such common stock equivalents would be anti-dilutive.

Advertising Expenses

We follow the policy of charging the costs of advertising to expense as incurred. Advertising expense for the years ended December 31, ~~2012~~2013 and ~~2011~~2012 were $~~35,168~~ 0 and $6835,~~703~~168, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Executive Overview

The current recession and market conditions have had substantial impacts on the global and national economies and financial markets. These factors, together with soft credit markets, have slowed business growth and generally made potential funding sources more difficult to access. We continue to be affected by prevailing economic and market conditions, which present considerable risks and challenges to it.

~~Because~~Our weaudited ~~have~~consolidated ~~not~~financial ~~been~~statements ~~successful~~for inthe ~~deploying~~year ~~our~~ended ~~CodecSys~~December ~~technology with customers sufficient to achieve a breakeven and are finding it difficult to raise additional investment capital~~31, we determined that we should seek an alternative to continuing to commercialize CodecSys by ourselves. In that connection we sought a merger partner that has compatible video broadcasting products and services, with which we could integrate our CodecSys encoding system. In that connection, on January 7, 2013, wecontain ~~entered into~~ a ~~Merger~~“going ~~Agreement~~concern” ~~with All Digital, Inc~~qualification.~~, a Nevada corporation.~~ ~~The~~As ~~merger~~discussed isin ~~subject~~Note ~~among~~3 ~~other~~of ~~things~~the Notes to ~~normal~~Consolidated ~~due~~Financial ~~diligence~~Statements, ~~approval~~we ofhave ~~the~~incurred ~~shareholders~~losses ~~of both companies,~~ and ~~the~~have ~~filing~~not ~~and~~demonstrated ~~effectiveness of a registration statement. The registration statement requires year-end financial statements be included with~~ the ~~proxy~~ability ~~statements furnished~~ to ~~the~~generate ~~shareholders~~sufficient ~~and~~cash ~~will~~flows ~~not~~from beoperations ~~effective~~to ~~until~~satisfy atour ~~least~~liabilities ~~the~~and ~~second~~sustain ~~quarter of 2013~~operations. OnBecause ~~February~~of 8,these ~~2013~~conditions, ~~All~~our ~~Digital~~independent ~~notified~~auditors ushave ~~that~~raised wesubstantial ~~were~~doubt inabout ~~breach of certain covenants regarding unencumbered ownership or potential claims against~~ our ~~technology,~~ability ~~which gave us 30 days~~ to ~~cure~~continue ~~the~~as ~~alleged~~a ~~defects~~going ~~before the merger agreement could be terminated~~concern. ~~On March 8, 2013 All Digital notified us that sufficient progress had been made that the cure period was extended to April 8, 2013 for the remainder of the alleged defects to be cured or waived.~~

23Because we have not been successful in deploying our CodecSys technology with customers and are finding it difficult to raise additional investment capital, we determined that we should seek an alternative to continuing to commercialize CodecSys by ourselves. In that connection we sought a merger partner that had compatible video broadcasting products and services, with which we could integrate our CodecSys encoding system. On January 7, 2013, we entered into an Agreement of Merger and Reorganization with All Digital, Inc., a Nevada corporation. On November 4, 2013, the Board determined that the merger was unlikely to be consummated in a timely manner, if at all, and terminated the proposed merger with AllDigital. Subsequent to the termination of the January 7 merger agreement, through our investment banker, we engaged in merger discussions with Wireless Ronin Technologies, Inc., a Minnesota corporation, which have resulted in the execution of an agreement of merger and reorganization on March 6, 2014. Pursuant to this merger agreement, if the merger is consummated, we will become a wholly owned subsidiary of Wireless Ronin. The merger is subject to necessary approvals, due diligence, the effectiveness of a registration statement, the satisfaction of all but $250,000 of our outstanding liabilities and a vote of our shareholders as well as other conditions common to transactions of this nature.

~~During~~We 2009, we decreased certain of its development activities and expenses notwithstanding the need to refocus and develop its CodecSys technology on a different platform using a newly announced Intel operating chip. Even with decreased engineering staff and certain related development employees, we were able to complete ~~its~~our video encoding system utilizing ~~the~~an Intel chip, prepare ~~its~~our CodecSys technology for installation on ~~both~~various ~~the IBM and HP~~ equipment platforms, and become certified by Microsoft as an approved software video encoding system for use by IPTV providers using Microsoft operating platforms. OnWe ~~July~~installed ~~1, 2010, we released~~ CodecSys ~~2.0, which has been installed~~ in various large telecoms and labs for evaluation by potential customers. In ~~2011~~spite ~~we continued development~~ of ~~additional~~the ~~sales~~acceptance ~~channel~~our ~~partners~~technology byappeared ~~integrating~~to ~~CodecSys on hardware manufactured and sold by Fujitsu~~receive, ~~which~~neither ~~has~~we ~~adopted~~nor ~~CodecSys~~any asof ~~its~~our ~~compression~~channel ~~technology~~partners ~~for~~ever ~~use~~made inany ~~its~~significant ~~NuVolo cloud initiative and has commenced~~ sales ~~and~~of ~~marketing efforts including~~ CodecSys asto anany ~~integral~~end ~~part of the products~~users. We ~~continue~~have todiscontinued ~~make~~making sales presentations and ~~respond~~responding to requests for proposals at ~~other~~potential ~~large~~customers ~~telecoms,~~because ~~cable~~we ~~companies~~no ~~and~~longer ~~broadcasting companies. These presentations~~ have ~~been~~the ~~made~~funding ~~with~~necessary ~~our~~to ~~technology~~pursue ~~partners~~this ~~which~~business ~~are suppliers of hardware~~ and ~~software~~have ~~for~~not ~~video~~been ~~transmission~~able ~~applications~~to inraise ~~media~~additional ~~room~~investment ~~environments~~capital ~~such as IBM, HP Fujitsu and Microsoft. In October 2011, we completed our first sale of CodecSys~~ to afund ~~small cable operator in Mexico as part of its OTT product offering operating on Fujitsu hardware. It is currently in operation and demonstrates that~~ the ~~CodecSys product offering does operate to its operating specifications in a working environment, which we believe will help in its~~ sales ~~and~~or ~~marketing~~further ~~efforts~~development. ~~Although~~ ~~license~~We ~~revenue from the CodecSys technology has been minimal to date and none of our channel partners have sold any products incorporating CodecSys technology, we~~ believe we have made significant progress and continue to believe that our CodecSys technology holds substantial ~~revenue~~value, ~~opportunities~~but ~~for~~we ~~our~~have ~~business~~been unable to bring it to market successfully.

On July 31, 2009, we entered into a $10.1 million, three-year contract with ~~Bank of America,~~ a ~~Fortune~~national 10banking ~~financial~~ institution, to provide technology and digital signage services to approximately 2,100 of its more than 6,000 retail and administrative locations throughout North America. The contract terminated on May 1, 2013. For the year ended December 31, ~~2012~~2013, we realized approximately $62,~~386~~522,~~903~~629 from this contract, which constituted approximately 8583 % of our revenues for the period. For the year ended December 31, ~~2011~~2012, we realized approximately $76,~~540~~386,~~025~~903 in revenue from this contract, which contributed approximately 8985% of our revenues for the year. ~~Because~~Our ~~the customer has not selected us as its vendor after the contract expires in May 2013, our~~ revenues ~~will~~have bebeen substantially less after the contract ~~terminates unless we can secure contracts which can replace the revenue lost from its largest customer~~terminated.

Our revenues for the year ended December 31, 2012 decreased by approximately $922,458 compared to the year ended December 31, 2011. Even with the decrease in our revenues, we realized an increase of approximately $126,519 in our gross margin for the year ended December 31, 2012 compared to the same period in 2011, but we continued to deplete our available cash and increased our need for future equity and debt financing because we continue to spend more money than we generate from operations. See Note 3 of the Notes to Consolidated Financial Statements appearing elsewhere herein.22

ToOur ~~fund~~revenues ~~operations,~~for ~~we engaged our investment banker to raise funds through~~ the ~~issuance~~year ofended convertible promissory notes. We anticipate issuing promissory notes with a principal amount of up to $5,000,000 (“2012 Convertible Debt Offering”) due and payable on or before July 13, 2013. As of December 31, ~~2012,~~2013 wedecreased ~~had issued notes with an aggregate principal value of~~ by $34,~~050~~482,~~000~~267 ascompared ~~explained below. The notes bear interest at 12% per annum and may be convertible~~ to ~~common stock at a $.25 per share conversion price. We also granted holders of~~ the ~~notes warrants with a five~~ year ~~life~~ended toDecember ~~acquire up to 200~~31,~~000~~ ~~shares of our common stock for each $100,000 of principal amount of the convertible notes~~2012. ~~The~~ ~~notes~~We ~~are~~continued ~~secured~~to bydeplete ~~all of~~ our ~~assets~~available ~~with~~cash ~~the~~even ~~exception~~after ofwe ~~the~~significantly ~~equipment~~reduced ~~and receivables secured by the equipment lessor for equipment used in providing services for~~ our ~~largest~~expenditures ~~customer’s~~through ~~digital~~reduction signage network. On July 13, 2012, we entered into a note and warrant purchase and security agreement with individual investors and broke escrow on the initial funding under the 2012 Convertible Debt Offering, the principal amount of ~~which~~staff was $1,900,000, which included the conversion of $900,000 of previously issued short term debt (See Bridge Loan described below) to the 2012 Convertible Debt Offering, which extinguished the Bridge Loan. We realized $923,175 of cash in the initial closing, issued warrants to acquire 3,800,000 shares of our common stock and ~~paid~~termination ~~$76,825 in investment banking fees and costs~~ of ~~the~~all ~~offering. We~~development ~~have~~activities ~~continued sales of convertible debt under the 2012 Convertible Debt Offering~~ and asdo ofnot ~~January~~believe ~~31,~~that ~~2013 have issued additional short term debt with a principal amount of $1,225,000, from which~~ we ~~realized~~can ~~cash~~continue ofas ~~$1,176,624~~an ~~after~~independent ~~payment of investment banking fees of $48,376~~entity. WeSee ~~have,~~Note ~~however,~~3 ~~paid no investment banking fees on sales~~ of ~~our 2012 Convertible Debt Offering since August 2012 and do not anticipate paying additional investment banking fees for~~ the ~~2012~~Notes ~~Convertible Debt Offering. We have issued warrants~~ to ~~acquire~~Consolidated anFinancial ~~additional~~Statements ~~2,450,000~~appearing ~~shares~~elsewhere ~~of our common stock~~herein.

24To fund operations, we engaged our investment banker to raise funds through the issuance of convertible promissory notes. We anticipated issuing promissory notes with a principal amount of up to $5,000,000 (“2012 Convertible Debt Offering”) due and payable on or before July 13, 2013. As of December 31, 2013, we had issued notes with an aggregate principal value of $4,225,000 as explained below. The notes bear interest at 12% per annum and may be convertible to common stock at a $.25 per share conversion price. We also granted holders of the notes warrants with a five year life to acquire up to 200,000 shares of our common stock for each $100,000 of principal amount of the convertible notes. On July 13, 2012, we entered into a note and warrant purchase and security agreement with individual investors and broke escrow on the initial funding under the 2012 Convertible Debt Offering, the principal amount of which was $1,900,000, which included the conversion of $900,000 of previously issued short term debt (See Bridge Loan described below) to the 2012 Convertible Debt Offering, which extinguished the Bridge Loan. We realized $923,175 of cash in the initial closing, issued warrants to acquire 3,800,000 shares of our common stock and paid $76,825 in investment banking fees and costs of the offering. We have continued sales of convertible debt under the 2012 Convertible Debt Offering and as of January 31, 2013 have issued additional short term debt with a principal amount of $1,225,000, from which we realized cash of $1,176,624 after payment of investment banking fees of $48,376. We have, however, paid no investment banking fees on sales of our 2012 Convertible Debt Offering since August 2012 and do not anticipate paying additional investment banking fees for the 2012 Convertible Debt Offering. We have issued warrants to acquire an additional 6,950,000 shares of our common stock.

On March 16, 2012, we closed on an equity financing (the “2012 Equity Financing”) as well as a restructuring of our outstanding senior convertible indebtedness (the “2012 Debt Restructuring”) resulting in complete satisfaction our senior indebtedness.

We entered in to an Engagement Agreement, dated October 28, 2011, with MDB Capital Group, LLC(“MDB”), pursuant to which MDB agreed to act as our exclusive agent on a “best efforts” basis with respect to the sale of up to a maximum gross consideration of $6,000,000, subsequently verbally increased to $10,000,000, of our securities, subject to a minimum gross consideration of $3,000,000. We agreed to pay to MDB a commission of 10% of the gross offering proceeds received by us, to grant to MDB warrants to acquire up to 10% of the shares of our common stock issued in the financing, and to pay the reasonable costs and expenses of MDB related to the offering.

Pursuant to the Engagement Agreement, we entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2012 with select institutional and other accredited investors for the private placement of 27,800,000 units of our securities. The SPA included a purchase price of $0.25 per unit, with each unit consisting of one share of common stock and two forms of Warrant: (1) The “A” Warrant grants the investors the right to purchase an additional share of common stock for each two shares of common stock purchased, for a term of six years and at an exercise price of $.35 per share; and (2) The “B” Warrant, which has now been extinguished as described below, would not have been exercisable unless and until the occurrence of a future issuance of stock at less than $0.25 per share, but, in the event of such issuance, granted the investors the right to acquire additional shares at a price of $0.05 to reduce the impact of the dilution caused by such issuance, but in no event were the number of shares to be issued under the B Warrant to cause us to exceed the number of authorized shares of our common stock. A majority of the holders of the B Warrants agreed in December 2012 to amend the terms of the B Warrant to reduce the amount of subsequent financing required to extinguish the B Warrants, which have since been extinguished.

Proceeds from the 2012 Equity Financing, before deducting the commissions and the legal, printing and other costs and expenses related to the financing, were approximately $6,950,000. Coincident to the closing of the 2012 Equity Financing, we also closed on the 2012 Debt Restructuring. In connection therewith, we paid $2.75 million to Castlerigg Master Investment Ltd. (“Castlerigg”), and issued to Castlerigg 2,000,000 shares of common stock valued at $760,000 in full and complete satisfaction of the $5.5 million senior convertible note and all accrued interest then owing. In accepting the cash and stock tendered, Castlerigg forgave $2,670,712, which included $680,816 in accrued but unpaid interest. In consideration of negotiating the 2012 Debt Restructuring, we paid to one of our placement agents compensation equal to 10% of the savings realized through the 2012 Debt Restructuring, which consisted of paying cash of $275,041 and issuing 586,164 shares of Broadcast common stock valued at $222,742. As a result of the forgoing we recognized a gain on settlement of debt of $2,173,032.

2523

In December 2011, we entered into a loan with 7 accredited individuals and entities under the terms of which we borrowed $1,300,000 to be used as working capital (“Bridge Loan”). The Bridge Loan bears an interest rate of 18% per annum and had a maturity date of February 28, 2012, which was subsequently extended to the earlier of the date nine months from the original maturity date or the date we closed on an additional sale of its securities that resulted in gross proceeds to us of $12 million. In consideration of the Bridge Loan, we granted to lenders of the Bridge Loan warrants with a five year term to purchase 357,500 shares of our common stock at an exercise price of $0.65 per share. In consideration of the extension of the maturity date of the Bridge Loan, we granted the lenders Bridge Loan warrants with a six year term to purchase 247,500 shares of our common stock at an exercise price of $.35 per share.

In connection with the 2012 Equity Financing and under the terms of the SPA, two of the above described bridge lenders converted the principal balance of their portion of the bridge loan in the amount of $400,000 to common stock and warrants as part of and on the same terms as the 2012 Equity Financing. In addition, one other entity converted the amount owed by us for equipment purchases in the amount of $500,000 to common stock and warrants as part of and on the same terms as the 2012 Equity Financing. The proceeds from these conversions were treated as funds raised with respect to the financing.

In connection with the 2012 Equity Financing and under the terms of the SPA, we agreed to prepare and file, within 60 days following the issuance of the securities, a registration statement covering the resale of the shares of common stock sold in the financing and the shares of common stock underlying certain warrants. We filed as required and the registration statement was declared effective within 120 days following the date of the filing of the registration statement, with the result that we were not obligated to pay any penalties in connection with the registration statement.

During 2010 Broadcast sold 1,601,666 shares of its common stock to 19 separate investors at a purchase price of $1.00 per share together with a warrant to purchase additional shares of our common stock for $1.50 per share. The warrant expires at the end of three years. The net proceeds from the sale of these shares were used for general working capital purposes. Each of the investors was given the right to adjust their purchase in the event we sold additional equity at a price and on terms different from the terms on which their equity was purchased. Upon completion of the 2010 Equity Financing described below, each of the investors converted their purchase to the terms contained in the 2010 Equity Financing. This resulted in the issuance of an additional 2,083,374 shares of common stock and the cancellation of 2,495,075 warrants with an exercise price of $1.50 and the issuance of 2,079,222 warrants with an exercise price of $1.00 and an expiration date of five years from the conversion.

On December 24, 2010, we closed on an equity financing (the “2010 Equity Financing”) as well as a restructuring of its outstanding convertible indebtedness (the “2010 Debt Restructuring”). The 2010 Equity Financing and the 2010 Debt Restructuring are described as follows.

We entered into a Placement Agency Agreement, dated December 17, 2010, with Philadelphia Brokerage Corporation (“PBC”), pursuant to which PBC agreed to act as our exclusive agent on a “best efforts” basis with respect to the sale of up to a maximum gross consideration of $15,000,000 of units of our securities, subject to a minimum gross consideration of $10,000,000. The Units consisted of two shares of our common stock and one warrant to purchase a share of our common stock. We agreed to pay PBC a commission of 8% of the gross offering proceeds received by us, to issue PBC 40,000 shares of our common stock for each $1,000,000 raised, and to pay the reasonable costs and expenses of PBC related to the offering. We also agreed to pay PBC a restructuring fee in the amount of approximately $180,000 upon the closing of the 2010 Equity Financing and the simultaneous 2010 Debt Restructuring.

Pursuant to the Placement Agency Agreement, we entered into Subscription Agreements dated December 23, 2010 with select institutional and other accredited investors for the private placement of 12,500,000 units of its securities. The Subscription Agreements included a purchase price of $1.20 per unit, with each unit consisting of two shares of common stock and one warrant to purchase an additional share of common stock. The warrants have a term of five years and an exercise price of $1.00 per share.

Net proceeds from the 2010 Equity Financing, after deducting the commissions and debt restructuring fees payable to PBC and the estimated legal, printing and other costs and expenses related to the financing, were approximately $13.5 million. We used a portion of the net proceeds of the 2010 Equity Financing to pay down debt and the remainder was used for working capital.

On November 29, 2010, we entered into a bridge loan transaction with three accredited investors pursuant to which we issued unsecured notes in the aggregate principal amount of $1.0 million. Upon the closing of the 2010 Equity Financing, the lenders converted the entire principal amount plus accrued interest into the same units offered in the 2010 Equity Financing and the proceeds from the bridge loan transaction were treated as funds raised with respect to the financing.

In connection with the 2010 Equity Financing and under the terms of the Subscription Agreements, we agreed to prepare and file and did file, within 60 days following the issuance of the securities, a registration statement covering the resale of the shares of common stock sold in the financing and the shares of common stock underlying the certain of the warrants. The registration statement continues to be effective.

On December 24, 2010, we also closed on the 2010 Debt Restructuring. In connection therewith, we (i) issued an Amended and Restated Senior Convertible Note in the principal amount of $5.5 million (the “Amended and Restated Note”) to Castlerigg Master Investment Ltd. (“Castlerigg”), (ii) paid $2.5 million in cash to Castlerigg, (iii) cancelled warrants previously issued to Castlerigg that were exercisable for a total of 5,208,333 shares of common stock, (iv) issued 800,000 shares of common stock to Castlerigg in satisfaction of an obligation under a prior loan amendment, (v) entered into the Letter Agreement pursuant to which we paid Castlerigg an additional $2.75 million in cash in lieu of the issuance of $3.5 million in stock and warrants as provided in the loan restructuring agreement under which the Amended and Restated Note and other documents were issued (the “Loan Restructuring Agreement”), and (vi) entered into an Investor Rights Agreement with Castlerigg dated December 23, 2010. As a result of the foregoing, Castlerigg forgave approximately $7.2 million of principal and accrued but unpaid interest.

In connection with the 2010 Debt Restructuring, we amended the note with the holder of a $1.0 million unsecured convertible note, pursuant to which the maturity date of the note was extended to December 31, 2013. We also issued 150,000 shares to the holder of this note and a warrant to acquire up to 75,000 shares of our common stock as consideration to extend the term of the note. The warrant is exercisable for $0.90 per share and has a five year life.

Results of Operations for the Years Ended December 31, ~~2012~~2013 and December 31, ~~2011~~2012

Net Sales

We realized net sales of $73,~~523~~041,~~624~~357 for the year ended December 31, ~~2012~~2013 compared to net sales of $87,~~446~~523,~~082~~624 for the year ended December 31, ~~2011~~2012 which represents a decrease of approximately 1160% for the year. The net decrease in revenues of $~~922~~4,~~458~~482,267 was primarily the result of a decrease of $12,~~588~~358,~~227~~225 in ~~system~~license ~~sales~~fees and ~~installation revenue, of which~~ $1,~~514~~806,~~456~~823 ~~was a decrease~~ in system sales and installation revenue, ~~for~~of ~~our~~which ~~largest~~total ~~digital signage network customer~~$3,864,275 ~~which~~ was ~~partially~~a ~~offset~~decrease ~~by an increase~~ in ~~license fee~~ revenue ~~of $396,847, principally~~ from our largest customer~~, and an increase in streaming revenue of $142,388 made up of many smaller customers~~.

Cost of Sales

The cost of revenues for the year ended December 31, ~~2012~~2013 aggregated $41,~~819~~743,~~624~~342 as compared to the cost of sales of $54,~~868~~819,~~601~~624 for the year ended December 31, ~~2011~~2012, which represents a decrease in cost of sales of 1864%. The decrease in cost of sales of $13,~~048~~076,~~977~~282 was primarily a result of our decreased activity in sales and installation ofresulting ~~new~~from ~~digital~~the ~~signage~~loss ~~locations~~of ~~for~~ our largest customer. Costs of sales related to installation activity decreased by $~~599~~1,~~285~~916,683 and costs of employee expenses and other operations costs related to the ~~decreased~~reduction ~~activity~~of ~~decreased~~staff byand related expenses accounted for $~~111~~694,~~110~~202. In addition, our depreciation expense decreased by $~~332~~465,~~071~~397, which resulted from the digital signage equipment used ~~for~~by our largest customer being fully depreciated.

Operating Expenses

We incurred total operating expenses of $83,~~767~~612,~~686~~259 for the year ended December 31, ~~2012~~2013 compared to total operating expenses of $108,~~572~~767,~~042~~686 for the year ended December 31, ~~2011~~2012. The decrease of $15,~~804~~155,~~356~~427 was primarily due tothe loss of our largest customer and the discontinuance of our sales and marketing of our CodecSys product which resulted in a decrease in general and administrative expenses of $1,~~626~~969,~~182~~620, a decrease of $~~656~~1,~~086~~640,742 in our ~~development~~sales and marketing expenses, and a decrease of $~~127~~1,~~043~~207,210 in ~~depreciation~~research ~~expense. These decreases were partially offset by an increase of $631,134 sales~~ and ~~marketing~~development expenses.

Our general and administrative expenses decreased $1,~~626~~969,~~182~~620 from $64,~~172~~546,~~794~~612 for the year ended December 31, ~~2011~~2012 to $42,~~546~~576,~~612~~992 for the year ended December 31, ~~2012~~2013. The decrease of $1936,~~857,908~~115 in ~~option~~employee and ~~warrant~~related ~~expense~~expenses from the reduction of staff accounted for the largest single decrease in expenses. In ~~due~~addition, tothe ~~fewer~~loss ~~options~~of ~~being~~our ~~granted~~largest ~~consultants~~customer and curtailing sales efforts of our CodecSys product directly resulted in temporary help expense decreasing by $360,546,consulting ~~employees~~fees decreasing by $350,994, travel and ~~directors.~~tradeshow Inexpenses ~~addition~~decreasing by $286,566, ~~directors’~~and ~~fees~~options ~~decreased~~and warrant expense decreasing by $59160,~~500~~088. These decreases were partially offset by increased expenses for legal ~~services~~and ofother ~~$144,311,~~professional ~~temporary~~services ~~help~~ of $~~129~~307,~~661, and consulting fees of $69,683~~582.

Our research and development expenses decreased by $~~656~~1,~~086~~207,210 primarily due to a ~~decrease~~reduction in ~~outside~~staff ~~consulting~~and ~~expenses~~severely ofcurtailing our development activities related to CodecSys. Our employee and related costs decreased $~~340~~489,~~469~~941, aoutside ~~decrease~~consulting ofexpenses decreased $~~171~~136,~~626~~446, in travel and tradeshow expenses, ~~a decrease of~~ decreased $~~117~~194,~~196~~503 ~~for~~, temporary help, ~~and a decrease of~~ decreased $~~120~~153,~~939~~318 in for, and expenses related to the issuance of options and warrants~~. These~~ ~~decreases~~decreased ~~were partially offset by an increase of~~ $9198,~~363 in licenses, permits and fees and an increase of $90,965 for expenses incurred for addition consulting services~~213.

Our sales and marketing expenses for the year ended December 31, ~~2012~~2013 were $1268,~~908,763~~021 compared to sales and marketing expenses of $1,~~277~~908,~~629~~763 for the year ended December 31, ~~2011~~2012. The ~~increase~~decrease of $~~631~~1,~~134~~640,742 is due primarily to anthe ~~increase~~termination of sales efforts for our CodecSys product. The decrease of $~~319~~875,~~126~~776 in employee and related expenses reflected the reduction of staff, anwhich ~~increase~~along with a decrease of $~~166~~456,~~962~~559 in advertising, promotion and tradeshow expenses, and ana ~~increase~~decrease of $~~176~~207,~~100~~795 in ~~other~~consulting ~~professional~~fees ~~services~~reflected the decreased sales activity.

Interest Expense

We recorded ana small increase in interest expense of $~~542~~8,~~352~~575 from interest of $1,~~000~~642,~~072~~922 in ~~2011~~2012 to $1,~~542~~634,~~424~~347 in ~~2012~~2013. The increase in interest expense resulted primarily from issuance of additional secured convertible promissory notes during ~~2012~~2013. The ~~year~~principal ofbalance ~~approximately~~increased from $3,050,000, ~~for~~at ~~which~~December we31, ~~expensed~~2012 ato ~~total of~~ $~~650~~4,~~393~~225,000 ~~which~~at ~~included~~December ~~accretion~~31, ~~of the notes for accounting purposes~~2013. Of the total amount of interest expense incurred in ~~2012~~2013, $1,~~047~~010,~~030~~920 was for non cash expenses related to accretion on our unsecured convertible note that was extended in December 2010 to December 31, 2013 and for the secured convertible notes issued in 2012 and other related expenses incident to the notes.

Net Income

We had a net ~~income~~loss of $12,~~602~~288,~~824~~390 for the year ended December 31, ~~2012~~2013 compared to net income of $1,~~304~~602,~~446~~824 for the year ended December 31, ~~2011~~2012. The ~~increase~~net decrease in net income of $~~298~~3,~~378~~ 891,214 resulted primarily from ~~recording~~ a ~~gain~~decrease onof ~~extinguishment~~$7,587,289 ofin ~~debt~~the amount of ~~our~~derivative ~~6.25%~~valuation ~~Senior~~gain ~~Secured~~recorded ~~Notes~~related ofto ~~$2,173,033~~our ~~together~~convertible ~~with~~notes aand ~~decrease~~investor inwarrants ~~our~~and ~~loss~~that income from ~~operations~~the extinguishment of debt of $1,~~930~~578,~~876~~914 ,in ~~all~~2012 ofwas ~~which~~not ~~was~~repeated in 2013. These factors increased our net loss, but were partially offset by a ~~decrease~~reduction of $23,~~894~~749,~~652~~442 in ~~the~~loss ~~amount~~from ofoperations ~~derivative~~as ~~valuation~~explained ~~gain~~above, ~~recorded~~a ~~related~~decrease toin ~~our~~the ~~convertible~~issuance ~~notes~~cost ~~and~~of ~~investor~~ warrants, ~~an increase in expense~~ of $~~619~~1,~~075~~095,309 ~~related~~and toa ~~issuance~~gain ofon ~~warrants issued during~~ the ~~year~~extinguishment ~~and~~of ~~the~~liabilities ~~increase~~ of $~~542~~481,~~352 in interest expense as discussed above~~590.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, ~~2012~~2013:

Payments Due

Within One Year

One Year to Three Years

Three Years to Five Years

After Five Years

Total

Long-term debt obligations

Capital lease obligations

Operating lease obligations

~~284~~1,~~447~~965

~~301,600~~--

~~586~~1,~~047~~965

Purchase obligations

Other obligations

45,~~050~~245,000

Total contractual obligations

45,~~334~~246,~~447~~965

~~301,600~~--

45,~~636~~246,~~047~~965

Liquidity and Capital Resources

At December 31, ~~2012~~2013, we had cash of $~~394~~215,~~342~~371, total current assets of $1300,~~753~~709,~~013,~~ total current liabilities of $7,~~306~~197,~~376~~395 and total stockholders' deficit of $46,~~616~~655,~~860~~301. Included in current liabilities is $15,~~191~~245,~~269~~000 ~~of liability~~ related to the ~~value of the embedded derivatives for convertible notes and investor warrants and $3,102,006 related to the~~ current portion of notes payable and other debt obligations.

Broadcast experienced negative cash flow used in operations during the year of $31,~~362~~447,~~785~~385 compared to negative cash flow used in operations for the year ended December 31, ~~2011~~2012 of $53,~~164~~362,~~437~~785. Although ~~Our~~that ~~current~~represents ~~monthly~~a ~~excess~~decrease in cash used for operations of $1,915,400, the cash ~~expenses~~used ~~over~~decreased ~~income~~only isbecause we had lost approximately ~~$300,000~~90% ~~per~~of ~~month.~~our ~~During~~business. ~~2012~~During 2013 the ~~decreased~~decrease in negative cash flow was realized primarily through a reduction in the number of employees byfrom ~~approximately~~24 ~~40%,~~to ~~with more reductions scheduled~~8, as well as additional expense reduction actions including reducing sales and general and administrative expenses~~. In~~ ~~addition,~~incident ~~we have commenced an initiative designed~~ to ~~satisfy~~losing ~~accounts payable through the issuance of common stock, which will further decrease~~ our ~~need~~largest ~~for~~customer ~~cash. We~~and ~~have~~curtailing toall ~~date~~sales ~~received verbal~~ and~~/or~~ ~~written~~marketing ~~commitments to accept partial payments~~ and~~/or~~ ~~stock~~development inexpenditures ~~full~~for ~~satisfaction~~our ofCodecSys ~~at least $600,000 of current payables and indebtedness~~product.

~~The~~Our ~~negative~~audited ~~cash~~consolidated ~~flow~~financial ~~was~~statements ~~met~~for ~~by cash reserves from~~ the ~~completion~~year ofended ~~the~~December ~~2012~~31, ~~Equity~~2013 ~~Financing~~contain ~~and~~a ~~the~~“going ~~issuance~~concern” ofqualification. As ~~the~~discussed ~~2012 Convertible Debt~~ in ~~the~~Note ~~total amount of $~~3~~,050,000,~~ ~~which included $900,000~~ of ~~Bridge~~the ~~Loan~~Notes ~~indebtedness that was converted~~ to ~~the~~Consolidated ~~2012~~Financial ~~Convertible Debt. In addition~~Statements, we ~~received~~have ~~$400,000~~incurred inlosses ~~January,~~and ~~2013. We~~ have ~~commitments~~not ~~from~~demonstrated ~~current~~the ~~debt~~ability ~~holders~~ to ~~fund~~generate upsufficient tocash anflows ~~additional~~from ~~$1.550~~operations ~~million~~to ofsatisfy our ~~2012~~liabilities ~~Convertible~~and ~~debt~~sustain ~~to offset future negative cash flow~~operations. WeBecause ~~expect~~of tothese ~~continue to experience negative operating cash flow as long as we continue our current expenditures related primarily to bringing CodecSys products to market~~conditions, ~~continue~~ our ~~development~~independent ofauditors ~~CodecSys~~have orraised ~~until~~substantial wedoubt ~~begin~~about ~~to receive licensing revenue from sales of CodecSys proprietary software or increase sales in~~ our ~~network~~ability ~~division by adding new customers. We are actively pursuing potential customers~~ to ~~replace~~continue ~~lost~~as ~~revenues~~a ~~when~~going ~~the BofA contract expires~~concern.

2927

The negative cash flow was met by cash reserves from additional proceeds of the issuance of the 2012 Convertible Debt in the total amount of $1,175,000, which included $750,000 of accounts receivable financing that was converted to the 2012 Convertible Debt. Because we expect to continue to experience negative operating cash flow as long as we continue our current limited operations, we need to secure additional funding or complete the proposed merger with Wireless Ronin. We are actively only pursuing one potential digital signage customer to replace lost revenues.

Because we have not been successful in deploying our CodecSys technology with customers sufficient to achieve amaterial ~~breakeven~~revenues and are finding it difficult to raise additional investment capital, we determined that we should seek an alternative to continuing to commercialize CodecSys by ourselves. In that connection we sought a merger partner that has compatible video broadcasting products and services, with which we could integrate our CodecSys encoding system. In ~~that connection, in~~ January 2013 we entered into aan Agreement of Merger ~~Agreement~~and Reorganization with All Digital, Inc., a Nevada corporation. ~~The~~In ~~merger~~November isof ~~subject~~2013, ~~among~~the ~~other~~Board ~~things~~determined that the merger was unlikely to ~~normal~~be ~~due~~consummated ~~diligence~~in a timely manner, ~~approval~~if ofat all, and terminated the ~~shareholders~~proposed merger agreement. Subsequent to the termination of ~~both~~the ~~companies~~January 2013 merger agreement, ~~and~~through our investment banker, we pursued opportunities to merge with a company that services the ~~filing~~enterprise market with products that are compatible with our digital signage media management software and ~~effectiveness~~our CodecSys technology. In that connection, on March 6, 2014 we entered into an Agreement of aMerger ~~registration~~and ~~statement~~Reorganization with Wireless Ronin Technologies, Inc. (“Ronin”). The ~~registration~~agreement ~~statement~~is ~~requires~~subject ~~year-end~~to ~~financial~~various ~~statements~~terms beand ~~included~~conditions ~~with~~customary in this type of a transaction, including approval of our shareholders, the ~~proxy~~conversion ~~statements~~of ~~furnished~~all of our note indebtedness to ~~the~~common ~~shareholders~~stock and ~~will~~ not behaving ~~effective~~more ~~until~~than at$250,000 ~~least~~of our outstanding liabilities on the ~~second~~date ~~quarter~~of merger and the effectiveness of ~~2013. On~~a ~~February~~registration 8,statement ~~2013,~~to ~~All~~be ~~Digital~~filed ~~notified~~by usWireless ~~that~~Ronin weregistering ~~were~~the securities to be issued in ~~breach~~the oftransaction. All ~~certain~~our ~~covenants~~secured ~~regarding~~and ~~unencumbered~~unsecured ~~ownership~~notes orare ~~potential~~convertible ~~claims~~to ~~against~~common ~~our~~stock ~~technology~~at $.25 per share, ~~which~~but ~~gave~~there usis 30no ~~days~~assurance that the noteholders would agree to ~~cure~~a ~~the~~conversion ~~alleged~~at ~~defects~~such ~~before~~a ~~the~~rate ~~merger~~given ~~agreement~~our ~~could~~current betrading ~~terminated~~price or that they would convert at all. OnIf ~~March~~the 8merger is completed, ~~2013~~we ~~All~~would ~~Digital~~be ~~notified~~a uswholly ~~that~~owned ~~sufficient~~subsidiary ~~progress~~of ~~had~~Wireless ~~been~~Ronin ~~made~~and ~~that~~all the ~~cure~~equity ~~period~~securities ~~was~~of ~~extended~~Broadcast would be converted to ~~April~~securities 8of Wireless Ronin. All of our convertible notes, ~~2013~~both ~~for~~secured ~~the~~and ~~remainder~~unsecured, ofare currently due and payable. We are in discussions with the ~~alleged~~debt ~~defects~~holders concerning an extension agreement allowing us to becomplete ~~cured~~the orproposed ~~waived~~merger.

To fund operations, we engaged our investment banker to raise funds through the issuance of convertible promissory notes. We ~~anticipate~~anticipated issuing promissory notes with a principal amount of up to $5,000,000 (“2012 Convertible Debt Offering”) which were originally due and payable on or before July 13, 2013, but which was extended to December 31, 2013. As of December 31, ~~2012~~2013, we had issued notes with an aggregate principal value of $34,~~050~~225,000 as explained below. The notes bear interest at 12% per annum and may be convertible to common stock at a $.25 per share conversion price. We also granted holders of the notes warrants with a five year life to acquire up to 200,000 shares of our common stock for each $100,000 of principal amount of the convertible notes. The notes are secured by all of our assets with the exception of the equipment and receivables secured by the equipment lessor for equipment used in providing services for our largest customer’s digital signage network. On July 13, 2012, we entered into a note and warrant purchase and security agreement with individual investors and broke escrow on the initial funding under the 2012 Convertible Debt Offering, the principal amount of which was $1,900,000, which included the conversion of $900,000 of previously issued short term debt (See Bridge Loan described below) to the 2012 Convertible Debt Offering, which extinguished the Bridge Loan. We realized $923,175 of cash in the initial closing, issued warrants to acquire 3,800,000 shares of our common stock and paid $76,825 in investment banking fees and costs of the offering. We have continued sales of convertible debt under the 2012 Convertible Debt Offering and as of January 31, 2013 have issued additional short term debt with a principal amount of $1,575,000, from which we realized cash of $1,526,624 after payment of investment banking fees of $48,376. We have, however, paid no investment banking fees on sales of our 2012 Convertible Debt Offering since August 2012 and do not anticipate paying additional investment banking fees for the 2012 Convertible Debt Offering. We have issued warrants to acquire an additional 36,~~150~~950,000 shares of our common stock.

We entered in to an Engagement Agreement, dated October 28, 2011, with MDB Capital Group, LLC(“MDB”), pursuant to which MDB agreed to act as our exclusive agent on a “best efforts” basis with respect to the sale of up to a maximum gross consideration of $6,000,000, subsequently verbally increased to $10,000,000, of our securities, subject to a minimum gross consideration of $3,000,000. We agreed to pay to MDB a commission of 10% of the gross offering proceeds received by us, to grant to MDB warrants to acquire up to 10% of the shares of ours common stock issued in the financing, and to pay the reasonable costs and expenses of MDB related to the offering.

Pursuant to the Engagement Agreement, we entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2012 with select institutional and other accredited investors for the private placement of 27,800,000 units of its securities. The SPA included a purchase price of $0.25 per unit, with each unit consisting of one share of common stock and two forms of Warrant: (1) The “A” Warrant grants the investors the right to purchase an additional share of common stock for each two shares of common stock purchased, for a term of six years and at an exercise price of $.35 per share; and (2) The “B” Warrant, which has now been extinguished as described below, would not have been exercisable unless and until the occurrence of a future issuance of stock at less than $0.25 per share, but, in the event of such issuance, granted the investors the right to acquire additional shares at a price of $0.05 to reduce the impact of the dilution caused by such issuance, but in no event were the number of shares to be issued under the B Warrant to cause us to exceed the number of authorized shares of our common stock. The holders of the B Warrants agreed in December 2012 to amend the terms of the B Warrant to reduce the amount of subsequent financing required to extinguish the B Warrants with the result that the B Warrants have now been extinguished.

During 2010 we sold 1,601,666 shares of its common stock to 19 separate investors at a purchase price of $1.00 per share together with a warrant to purchase additional shares of our common stock for $1.50 per share. The warrant expires at the end of three years. The net proceeds from the sale of these shares were used for general working capital purposes. Each of the investors was given the right to adjust their purchase in the event we sold additional equity at a price and on terms different from the terms on which their equity was purchased. Upon completion of the 2010 Equity Financing described below, each of the investors converted their purchase to the terms contained in the 2010 Equity Financing. This resulted in the issuance of an additional 2,083,374 shares of common stock and the cancellation of 2,495,075 warrants with an exercise price of $1.50 and the issuance of 2,079,222 warrants with an exercise price of $1.00 and an expiration date of five years from the conversion.

During 2010, we entered into two Accounts Receivable Purchase Agreements with one individual for an aggregate amount of $775,000. In these agreements, we pledged certain outstanding accounts receivable in exchange for an advance payment and a commitment to remit to the purchaser the amount advanced upon collection from Broadcast’s customer. Terms of the first agreement under which we were advanced $275,000 include a 3% discount with a 3% interest fee for every 30 days the advances remain outstanding. Terms of the second agreement under which we were advanced $500,000 include a 10% discount with a 0.5% interest fee for every 30 days the advances remain outstanding.

During 2010, we entered into a $500,000 line of credit for equipment financing to purchase equipment for our largest customer’s digital signage network. The terms of the line of credit include a 3% interest fee for every 30 days the advances on the line of credit remain outstanding. We received total advances on the line of credit of $500,000 and subsequent to the completion of the Equity Financing repaid the line of credit. We used the proceeds to purchase and install the equipment at our customer’s locations.

In August 2009, we entered into a sale and leaseback agreement which financed the purchase and installation of equipment to retrofit our new customer’s approximately 2,100 retail sites with our digital signage product offering. We received approximately $4,100,000 from the sale of the equipment in exchange for making lease payments over a 36 month period of approximately $144,000 per month.

On December 24, 2007, we entered into a securities purchase agreement in connection with its senior secured convertible note financing in which it raised $15,000,000 (less $937,000 of prepaid interest). We used the proceeds from this financing to support its CodecSys commercialization and development and for general working capital purposes. The senior secured convertible note has been retired as described above. During 2010, we capitalized interest of $1,491,161 related to the senior secured convertible note.

On November 2, 2006, we closed on a convertible note securities agreement dated October 28, 2006 with an individual that provided we issue to the convertible note holder (i) an unsecured convertible note in the principal amount of $1,000,000 representing the funding received by us from an affiliate of the convertible note holder on September 29, 2006, and (ii) four classes of warrants (A warrants, B warrants, C warrants and D warrants) which gave the convertible note holder the right to purchase a total of 5,500,000 shares of our common stock. The holder of the note no longer has any warrants to purchase any of our stock. The unsecured convertible note was due October 16, 2009 and was extended to December 22, 2010 and the annual interest rate was increased to 8%, payable semi-annually in cash or in shares of our common stock if certain conditions are satisfied The unsecured convertible note was convertible into shares of common stock originally at a conversion price of $1.50 per share, convertible any time during the term of the note, and is subject to standard anti-dilution rights, pursuant to which the note is now convertible at a conversion price of $.25 per share. The term of the convertible note has been extended and now is due December 31, 2013. In connection with the extension of the note, Broadcast issued to the holder of the note 150,000 shares of common stock and a five year warrant to acquire up to 75,000 shares of our common stock at an exercise price of $.90 per share to extend the term of the note. In addition, we committed to pay accrued interest due on the convertible note through the issuance of common stock and warrants on the same terms as the Equity Financing.

The conversion feature and the prepayment provision of our $5.5 million Amended and Restated Note and its $1.0 million unsecured convertible note have been accounted for as embedded derivatives and valued on the respective transaction dates using a Black-Scholes pricing model. The warrants related to the $1.0 million unsecured convertible notes have been accounted for as derivatives and were valued on the respective transaction dates using a Black-Scholes pricing model as well. At the end of each quarterly reporting date, the values of the embedded derivatives and the warrants are evaluated and adjusted to current market value. The conversion features of the convertible notes and the warrants may be exercised at any time and, therefore, have been reported as current liabilities. Prepayment provisions contained in the convertible notes limit Broadcast’s ability to prepay the notes in certain circumstances. For all periods since the issuance of the senior secured convertible note and the unsecured convertible note, the derivative values of the respective prepayment provisions have been nominal and have not had any offsetting effect on the valuation of the conversion features of the notes. For a description of the accounting treatment of the senior secured convertible note financing, see Note 7 to the Notes to Condensed Consolidated Financial Statements (Unaudited) included elsewhere herein.

On March 21, 2011, we converted $784,292 of our short-term debt into equity through the issuance of common stock and warrants to two lenders at the same unit pricing as the 2010 Equity Financing. In consideration of converting the short- term loans on the basis of $1.20 for two shares of common stock plus one warrant at an exercise price of $1.00, we issued 1,307,153 shares of common stock and warrants to acquire up to 653,576 shares of common stock, which warrants have a five year term and are exercisable at $1.00 per share. Our objective for converting the short-term debt into equity was to conserve cash.

33Our monthly operating expenses exceed our monthly net sales by approximately $50,000 per month at December 31, 2013. The foregoing estimates, expectations and forward-looking statements are subject to change as we make strategic operating decisions from time to time and as our expenses and sales fluctuate from period to period.

~~Our~~The ~~monthly~~amount of our operating ~~expenses,~~deficit ~~including~~could ~~its~~decrease ~~CodecSys~~or ~~technology~~increase ~~research~~significantly depending on strategic and ~~development~~other ~~expenses~~operating decisions, ~~exceeded~~thereby affecting our ~~monthly~~need ~~net~~for ~~sales~~additional bycapital. ~~approximately~~We ~~$300,000~~expect ~~per~~that ~~month~~our ~~during~~operating ~~the~~expenses ~~year~~will ~~ended~~continue ~~December~~to ~~31,~~outpace ~~2012~~our net sales until we are able to generate additional revenue. ~~The~~Our ~~foregoing~~business ~~estimates,~~model ~~expectations~~contemplates ~~and~~that ~~forward-looking~~sources ~~statements~~of ~~are~~additional ~~subject~~revenue toinclude ~~change~~(i) assales wefrom ~~make~~private ~~strategic~~communication ~~operating~~network ~~decisions~~services, (ii) sales resulting from ~~time~~new tocustomer ~~time~~contracts, and as(iii) ~~our~~sales, ~~expenses~~licensing fees and/or ~~sales~~royalties ~~fluctuate~~related ~~from~~to ~~period~~commercial applications of CodecSys technology, and (iv) operational efficiencies to ~~period~~be obtained through the merger with Wireless Ronin.

The amount of our operating deficit could decrease or increase significantly depending on strategic and other operating decisions, thereby affecting our need for additional capital. We expect that our operating expenses will continue to outpace our net sales until we are able to generate additional revenue. Our business model contemplates that sources of additional revenue include (i) sales from private communication network services, (ii) sales resulting from new customer contracts, and (iii) sales, licensing fees and/or royalties related to commercial applications of CodecSys technology, and (iv) operational efficiencies to be obtained through the merger will All Digital.

Our long-term liquidity is dependent upon execution of our business model and the realization of additional revenue and working capital as described above, and upon capital needed for continued commercialization and development of the CodecSys technology. Commercialization and future applications of the CodecSys technology are expected to require additional capital for the foreseeable future. The amount required will be determined based on specific opportunities and available funding.

To date, we have met our working capital needs primarily through funds received from sales of common stock and from convertible debt financings. Until our operations become profitable, we will continue to rely on proceeds received from external funding. We expect additional investment capital may come from (i) ~~the exercise of outstanding warrants to purchase capital stock currently held by existing warrant holders; (ii)~~ additional private placements of common stock with existing and new investors; and (~~iii~~ii) the private placement of other securities with institutional investors similar to those institutions that have provided funding in the past.

Recent Accounting Pronouncements

In ~~August~~July ~~2012~~2013, the FASB issued ASU ~~No 2012~~2013-0311, ~~Technical~~Income ~~Amendments~~Taxes ~~and~~(Topic ~~Corrections~~740) to– ~~SEC~~Presentation ~~Sections.~~of ~~This~~an ~~Update~~Unrecognized ~~makes~~Tax ~~changes~~Benefit toWhen ~~several~~a ofNet ~~the~~Operating ~~SEC~~Loss ~~guidance~~Carryforward, ~~literature~~a ~~sections~~Similar ~~within~~Tax ~~the~~Loss, ~~Codification~~or a Tax Credit Carryforward Exists. ~~The~~This ~~main~~Update ~~focus~~indicates isthat toan ~~update~~unrecognized tax benefit should be presented in the ~~SEC~~financial ~~guidance~~statements as ~~per~~a ~~SAB~~reduction ~~114~~ to ~~reference~~a ~~the~~deferred ~~codification~~tax ~~sections~~asset ~~rather~~except ~~than~~in ~~the~~circumstances ~~old~~where ~~standards~~a ~~prior~~net tooperating ~~the~~loss ~~codification. The~~carryforward ~~changes~~or ~~were~~tax ~~mainly~~credit ~~references~~carryforward ~~and~~is ~~were~~ not ~~intended~~available toat ~~change~~the ~~guidance.~~reporting ~~The~~date ~~amendments~~under inthe ~~this~~tax ~~Update~~law ~~are~~of ~~effective~~the ~~immediately~~applicable jurisdiction. This ~~guidance~~Update ~~didn’t~~is ~~have~~effective afor ~~significant~~years ~~impact~~beginning onafter ~~the~~December ~~Company’s~~15, ~~financials~~2013 ~~since~~for itpublic ~~was~~companies anand ~~update~~after ofDecember ~~SEC~~15, ~~referenced~~2014 ~~guidance~~for ~~and~~private companies. This Update didn’t ~~change~~have ~~existing~~a ~~guidance~~significant impact on its financials.

In July ~~2012~~2013, the FASB issued ASU ~~2012~~2013-0210, ~~Intangibles~~Derivatives ~~- Goodwill~~ and ~~Other~~Hedging (Topic ~~350~~815) -– ~~Testing~~Inclusion ~~Indefinite-Lived Intangible Assets for Impairment. The objective~~ of ~~this Update is to simplify how entities test indefinite-lived intangible assets for impairment and to have~~ the ~~testing~~Fed beFunds ~~in-line~~Effective ~~with~~Swap ~~the~~Rate ~~updated~~(or ~~guidance~~Overnight ~~issued~~Index inSwap ~~2011~~Rate) related to impairment testing for goodwill. This Update allows entities to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a ~~basis~~Benchmark ~~for~~Interest ~~determining~~Rate ~~whether~~for itHedge isAccounting ~~necessary to perform the quantitative analysis~~Purposes. ~~The more likely than not threshold is defined as having a likelihood of more than 50%.~~ ~~The~~This ~~option~~Update topermits ~~first assess qualitative factors can be bypassed and an entity can proceed directly to performing~~ the ~~quantitative~~use ~~impairment~~of ~~test and still be able to resume performing~~ the ~~qualitative~~Fed ~~assessment~~Funds inEffective ~~subsequent~~Swap ~~years.~~Rate ~~Some~~(OIS) ~~examples of circumstances~~ to ~~consider~~be ~~are~~used 1)as ~~cost factors that have~~ a ~~negative~~US ~~impact~~benchmark oninterest ~~earnings,~~rate 2)for ~~financial~~hedge ~~performance~~accounting ~~such~~purposes. ~~as negative or declining cash flows~~Furthermore, 3)the ~~legal,~~Update ~~regulatory,~~eliminates ~~contractual,~~the ~~political~~restriction oron ~~business~~using ~~conditions,~~different 4)benchmark ~~other~~rate ~~relevant~~for ~~entity~~similar ~~specific events 5) industry and market conditions, and 6) macroeconomic conditions~~hedges. ~~The~~This Update is effective prospectively for ~~annual~~qualifying ~~and~~new ~~interim~~or ~~impairment~~redesignated ~~tests~~hedging ~~performed~~relationships ~~for~~entered ~~fiscal~~into ~~years~~on ~~beginning~~or after ~~September 15, 2012. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before~~ July 2717, ~~2012 if the financial statements have not been issued~~2013. The Company doesn’t expect this Update to ~~impact~~have ~~the~~a ~~Company’s~~significant ~~financials~~impact ~~since~~on itits ~~currently~~financials. However, ~~has~~if noany ~~indefinite-lived~~new ~~intangibles~~hedges ~~other~~are ~~than~~entered ~~goodwill~~into, ~~but~~ the ~~Company~~update will ~~plan~~be onconsidered ~~utilizing~~when ~~the~~determining ~~qualitative~~which ~~assessment~~benchmark ~~options~~rate ifto ~~any are acquired~~use.

34In July 2013, the FASB issued ASU 2013-09, Fair Value Measurement (Topic 820) – Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04. This Update defers indefinitely required disclosures about significant unobservable inputs used in Level 3 measurements for investments held by a nonpublic employee benefit plan in its plan sponsor’s own nonpublic entity equity securities. This Update is effective upon issuance. The Company doesn’t expect this Update to impact its financials since it does not issue a financial statement for nonpublic employee benefit plans.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income. This Update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity in order to increase the prominence of other comprehensive income items and to facilitate convergence with IFRS. The Update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements (a statement of income and statement of other comprehensive income). Additionally, adjustments for items reclassified from other comprehensive income to net income must be presented on the face of the financial statements. This Update should be applied retrospectively. For public entities, the Update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the Update is effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This impacts how items for Other Comprehensive Income are presented and the Company will follow the guidance starting in Q1 2012.

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities. This Update is applicable to all entities that have financial instruments and derivative instruments that are either 1) offset in accordance with current guidance or 2) subject to an enforceable master netting arrangement. The Update requires an entity with these types of instruments to disclose information about offsetting and related arrangements. Both net and gross information for these assets and liabilities is required to be disclosed. This Update is effective for fiscal years beginning on or after January 1, 2013. The Company doesn’t expect this Update to impact the Company’s financials since it does not currently have any financial instruments or derivative instruments that are offset.

In September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other (Topic 350)- Testing Goodwill for Impairment. The objective of this Update is to simplify how entities test goodwill for impairment. This Update now allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step process of (1) comparing the fair value of the reporting unit to its carrying value and (2) test to measure the amount of the impairment loss if the fair value is less than the carrying value. The more likely than not threshold is defined as having a likelihood of more than 50%. The option to first assess qualitative factors can be bypassed and an entity can proceed directly to performing the first step of the two-step goodwill impairment test. Some examples of circumstances to consider are 1) macroeconomic conditions, 2) industry and market conditions, 3) cost factors that have a negative impact on earnings, 4) overall financial performance such as negative or declining cash flows 5) other relevant entity specific events and 6) sustained decrease in stock price. The Update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011 if the financial statements have not been issued. If necessary, the Company will evaluate whether or not it will utilize the qualitative assessment option prior to performing the first goodwill impairment test in 2012, typically done during the 4th quarter.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in US GAAP and IFRSs. The Amendments in this Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and IFRSs. The Boards of both organizations worked together to ensure fair value has the same meaning and the measurement and disclosures would be the same other than minor differences in wording. The Amendments explain how to measure fair value and do not require any additional fair value measurements. A couple of the more significant changes are 1) Clarification that quantitative information about unobservable inputs categorized as Level 3 should be disclosed, 2) Specifies that premiums and discounts should be applied in the absence of Level 1 input if market participants would do so, but that premiums or discounts related to size/quantity should not be considered, 3) Additional disclosure requirements for fair value measurements categorized as Level 3, an entity’s us of a nonfinancial asset in a way that differs from the asset’s highest and best use and the categorization by level for items not measured at fair value in the statement of financial position, but for which fair value disclosure is required. The amendments in this Update are to be applied prospectively. The Update is effective during interim and annual periods beginning after December 15, 2011. The Company doesn’t expect this guidance to have a significant impact on its financials since the amount of items disclosed at fair value is minimal, but will ensure the guidance is followed for items disclosed at fair value.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements required by this Item 8 begin on Page F-1 and are located following the signature page. All information which has been omitted is either inapplicable or not required.

Report of Independent Registered Public Accounting Firm for the years ended December 31, 2012 and 2011	F-1
Report of Independent Registered Public Accounting Firm for the years ended December 31, 2013 and 2012	F-1
Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011	F-2
Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012	F-2
Consolidated Statements of Operations for the years ended December 31, 2012 and 2011	F-3
Consolidated Statements of Operations for the years ended December 31, 2013 and 2012	F-3
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2012 and 2011	F-4
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2013 and 2012	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012	F-5
Notes to Consolidated Financial Statements	F-6

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As of December 31, ~~2012~~2013, an evaluation was performed, under the supervision and with the participation of management, including our president and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our president officer and chief financial officer concluded that our disclosure controls and procedures, as of December 31, ~~2012~~2013, were effective in ensuring that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and in ensuring that such information is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our system of internal control over financial reporting within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of our published financial statements in accordance with U.S. generally accepted accounting principles.

Our management, including the president and the chief financial officer, assessed the effectiveness of our system of internal control over financial reporting as of December 31, ~~2011~~2013. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of December 31, ~~2012~~2013, our system of internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

~~For~~There were no changes in our procedures related to internal control over financial reporting for the year ended December 31, ~~2012~~2013 wethat ~~made~~have ~~enhancements~~materially affected, or are reasonably likely to ~~our~~materially ~~internal~~affect, ~~controls~~such ~~over~~control. However, ~~financial~~the ~~reporting~~accounting bystaff ~~strengthening~~has ~~documentation~~been ofreduced ~~corporate~~to ~~governance,~~a ~~and~~staff ~~journal~~of ~~entries~~two persons, wewhich ~~also~~has ~~further~~impacted ~~restricted~~our ~~access~~ability to ~~our~~maintain ~~accounting~~the ~~database~~same level of segregation of duties as employed in the past.

Limitations on Controls and Procedures

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, any system of disclosure controls and procedures or internal control over financial reporting may not be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

The foregoing limitations do not qualify the conclusions set forth above by our president and our chief financial officer regarding the effectiveness of our disclosure controls and procedures and our internal control over financial reporting as of December 31, ~~2012~~2013.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names, ages and positions of our executive officers and directors:

Name	Age	Position	~~Position~~
William Boyd	7173	Chairman of the Board	~~Chairman of the Board~~
Rodney M. Tiede	5254	President and Director	~~President and Director~~
James E. Solomon	6264	Chief Financial Officer and Secretary	~~Chief Financial Officer and Secretary~~
R. Phil Zobrist	66		Director
Donald Harris	62	Director
Donald Harris	60		Director
Steven Ledger	55	Director
Steven Ledger	53		Director

William Boyd has been a director since November 2007. Mr. Boyd has served as the Chairman of the Board of Agility Recovery Solutions, a privately held disaster recovery and business continuity company since 2006. He was CEO of Muzak Corporation from 1996 to 2000 and continued with Muzak in an advisory executive position and on the Board until August 2006. He became associated with Muzak Corporation in 1968 as a sales representative and continued as a manager and franchise owner until he became CEO in 1996. Mr. Boyd received a Bachelor of Arts degree in political science in 1963 from Beloit College in Wisconsin. Mr. Boyd’s CEO level experience with Muzak and his overall experience in satellite networks, management, operations and financing matters are qualities and expertise that were determined to be particularly useful as a member of our Board.

Rodney M. Tiede has been our chief executive officer, president and a director since the acquisition of Broadcast International, or BI, in October 2003 until July 16, 2012, at which time he ceased to serve as our chief executive officer. From August 2000 to July 2012, Mr. Tiede was the president, chief executive officer and a director of BI, a wholly-owned subsidiary and since July 2012 he has continued to serve as the president and a director of BI. From April 2003 to the present, Mr. Tiede has also been the chief executive officer and a director of Interact Devices, Inc., or IDI, a consolidated subsidiary. From November 1987 to August 2000, Mr. Tiede was employed as director of sales, vice president and general manager of Broadcast International, Inc., the predecessor of BI. Mr. Tiede received a Bachelor of Science Degree in Industrial Engineering from the University of Washington in 1983. Mr. Tiede has been a part of our operations for more than 20 years and as a result has significant knowledge, insight and understanding that he provides as a director.

James E. Solomon has served as Chief Financial Officer and Secretary since September 2008. From 1995 to January 2002, Mr. Solomon was a business consultant primarily for emerging growth companies. In January 2002, he formed Corporate Development Services, Inc., a business consulting firm, and has served as President since its formation. From June 1993 to the present, Mr. Solomon has been an adjunct professor at the Graduate School of Business at the University of Utah. Mr. Solomon served on the Board of Directors of Nevada Chemicals, Inc., a public company, until October 2008, as well as several privately-held companies. Mr. Solomon received a Bachelor of Science Degree in Finance from the University of Utah in 1972. Mr. Solomon became a Certified Public Accountant in 1974. Mr. Solomon’s experience in finance, accounting and business consulting, together with his role as our CFO and prior public company directorship, provide Mr. Solomon with expertise enabling critical input to our Board decision-making process.

R. Phillip Zobrist has been a member of our board of directors since June 2009. He currently manages his own investments and since 1996 has been President and Chairman of the Board of Valley Property Management, a privately held real estate management company headquartered in Las Vegas, Nevada, which he founded. He also serves as an independent consultant for Sundance Builders, LLC, a privately held real estate construction company and serves on the board of directors of Greffex, Inc., a start up bio-technology company in Aurora, Colorado. Mr. Zobrist was the president and CEO of a $150 million enterprise for more than ten years and gained valuable business experience in dealing with financing, employee relations, and sales and marketing that make his advice and counsel valuable for the Company.

Donald A. Harris was appointed to Broadcast’s board of directors in June 2012. He has been President of 1162 Management, the General Partner of 5 Star Partnership, a private equity firm, since June 2006. Mr. Harris has been President and Chief Executive Officer of UbiquiTel Inc., a telecommunications company organized by Mr. Harris and other investors, since its inception in September, 1999 and also its Chairman since May 2000. Mr. Harris served as the President of Comcast Cellular Communications Inc. from March 1992 to March 1997. Mr. Harris received a Bachelor of Science degree from the United States Military Academy and an MBA from Columbia University in. Mr. Harris’s experience in the telecommunications industry and his association with private equity funding will be valuable to us.

Steven Ledger has been a director since May 2011. He is the founder and from September 2002 to the present has been the Managing Partner at Tamalpais Partners LLC, a privately held company that acts as a principal investor in, and advisor to, emerging growth companies. From August 1999 to December 2002 he served as co-founder and managing partner of eCompanies Venture Group, a privately held company that managed an Internet focused, strategic venture capital fund whose investors included Sprint, Disney, Earthlink and Sun America. From January 1994 to December 1999, Mr. Ledger served as the co-founder and managing partner of Storie Partners, L.P., a technology focused investment fund that provided early lead investment capital to Earthlink Networks and SeeBeyond Technologies Corporation (acquired by Sun Microsystems). From September 1989 to October 1993 Mr. Ledger was a managing partner with Kayne Anderson Investment Management. Mr. Ledger graduated from the University of Connecticut in 1982 with a BA in Economics. Mr. Ledger’s experience with technology companies and their financing was deemed valuable to us.

Our directors generally serve until the next annual or special meeting of shareholders held for the purpose of electing directors. Our officers generally serve at the discretion of the board of directors. One of our directors, Mr. Tiede, is an employee who serves as our president. The employment service of Mr. Tiede and Mr. Solomon are governed by the terms of their respective employment contracts. See “Employment Contracts” in Item 11 below.

As noted above, Mr. Tiede has served as an officer and director of BI since August 2000 and as an officer and director of Interact Devices, Inc. (“IDI”) since April 2003. During 2001 and 2002, BI entered into various licensing agreements with IDI and purchased shares of convertible preferred stock of IDI. Management of BI determined that the CodecSys technology being developed by IDI represented a significant opportunity for BI and its future business prospects. By April 2003, the financial condition of IDI had deteriorated significantly and BI provided a line of credit to IDI to sustain its operations. At such time, BI also assumed operational control of IDI. By October 2003, management of BI realized that IDI could not survive on its own notwithstanding the financial support provided by BI. Accordingly, IDI filed for bankruptcy protection under chapter 11 of the federal bankruptcy code on October 23, 2003. Over the next seven months, IDI continued its limited operations and designed a bankruptcy plan of reorganization which was confirmed on May 18, 2004. Under the plan of reorganization, we issued shares of our common stock to creditors of IDI and assumed certain liabilities of IDI in exchange for shares of the common stock of IDI representing majority ownership of IDI. Since confirmation of the plan of reorganization, the operations of IDI have been consolidated with ours.

3936

Board and Committee Matters

We maintain an audit committee of the board and a compensation committee of the board, each of which is discussed below. We have not established a nominating committee of the board. Our entire board of directors participates in the selection and nomination of candidates to serve as directors. Our board has determined that three of our current directors are “independent” under the definition of independence in the Marketplace Rules of the NASDAQ listing standards, but that Mr. Tiede, our chief executive officer and president is not independent and Mr. Ledger, who serves as a consultant to the Company, is also not independent.

We do not have a formal policy concerning shareholder recommendations of candidates for board of director membership. Our board views that such a formal policy is not necessary at the present time given the board’s willingness to consider candidates recommended by shareholders. Shareholders may recommend candidates by writing to our Secretary at our principal offices: 7050 Union Park Avenue, Suite 600, Salt Lake City, Utah 84047, giving the candidate’s name, contact information, biographical data and qualifications. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. Shareholders who wish to nominate a director for election are generally advised to submit a shareholder proposal no later than December 31 for the next year’s annual meeting of shareholders.

Audit Committee and Financial Expert

Our audit committee currently includes ~~Messrs~~only Mr. Boyd ~~and Zobrist~~. Mr. Boyd serves as chairman of the audit committee. The functions of the audit committee include engaging an independent registered public accounting firm to audit our annual financial statements, reviewing the independence of our auditors, the financial statements and the auditors’ report, and reviewing management’s administration of our system of internal control over financial reporting and disclosure controls and procedures. The board of directors has adopted a written audit committee charter. A current copy of the audit committee charter is available to security holders on our website at www.brin.com. Our board has determined that each of the members of the audit committee is “independent” under the definition of independence in the Marketplace Rules of the NASDAQ listing standards.

Our board of directors has determined that Mr. Boyd meets the requirements of an “audit committee financial expert” as defined in applicable SEC regulations.

Compensation Committee

Our compensation committee currently includes ~~Messrs~~only Mr. Boyd ~~and Zobrist~~. Mr. ~~Zobrist~~Boyd serves as chairman of the compensation committee. The functions of the compensation committee include reviewing and approving corporate goals relevant to compensation for executive officers, evaluating the effectiveness of our compensation practices, evaluating and approving the compensation of our chief executive officer and other executives, recommending compensation for board members, and reviewing and making recommendations regarding incentive compensation and other employee benefit plans. The board of directors has adopted a written compensation committee charter. A current copy of the compensation committee charter is available to security holders on our website at www.brin.com. Our board has determined that each of the members of the compensation committee is “independent” under the definition of independence in the Marketplace Rules of the NASDAQ listing standards.

Communication with the Board

We have not, to date, developed a formal process for shareholder communications with the board of directors. We believe our current informal process, in which any communication sent to the board of directors, either generally or in care of the chief executive officer, secretary or other corporate officer or director, is forwarded to all members of the board of directors, has served the board’s and the shareholders’ needs.

Conflicts of Interests

On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure of any transactions with our company, including related person transactions reportable under SEC rules, in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Under our company’s standards of conduct for employees, all employees, including the executive officers, are expected to avoid conflicts of interest. Pursuant to our code of ethics for the chief executive officer and senior finance officers (as discussed below), such officers are prohibited from engaging in any conflict of interest unless a specific exception has been granted by the board. All of our directors are subject to general fiduciary standards to act in the best interests of our company and our shareholders. Conflicts of interest involving an executive officer or a director are generally resolved by the board.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, during the year ended December 31, ~~2012~~2013, our directors, executive officers and greater than 10% shareholders complied with all Section 16(a) filing requirements, although on two occasions filings for all of our directors’ filings were late.

Code of Ethics

We have adopted a code of ethics for our principal executive officer, principal financial officer, controller, or persons performing similar functions. A copy of the code of ethics is included on our website at www.brin.com.

ITEM 11. EXECUTIVE COMPENSATION

Overview of Compensation Program

Throughout this section, the individuals who served as our chief executive officer and/or president and chief financial officer during ~~2012~~2013 are collectively referred to as the “named executive officers.”

Our compensation committee has overall responsibility to review and approve our compensation structure, policy and programs and to assess whether the compensation structure establishes appropriate incentives for management and employees. The compensation committee annually reviews and determines the salary and any bonus and equity compensation that may be awarded to our chief executive officer and/or president, or CEO/President and its chief financial officer, or CFO. The compensation committee oversees the administration of our long-term incentive plan and employee benefit plans.

The compensation committee’s chairman regularly reports to our board on compensation committee actions and recommendations. The compensation committee has authority to retain, at its expense, outside counsel, experts, compensation consultants and other advisors as needed.

2012 and 2011 Company Performance. Because of the stage of our development, the compensation committee looks at various factors in evaluating the progress we have made and the services provided by the named executive officers. In considering executive compensation, the compensation committee noted certain aspects of our financial performance and accomplishments in 2012 and 2011 including the following:38

412013 and 2021 Company Performance. Because of the stage of our development, the compensation committee looks at various factors in evaluating the progress we have made and the services provided by the named executive officers. In considering executive compensation, the compensation committee noted certain aspects of our financial performance in 2013 and 2012 including the following:

· Operations. Our revenues decreased approximately 1160% from $87,~~446~~523,~~082~~624 in ~~2011~~2012 to $73,~~523~~041,~~624~~357in ~~in 2012~~2013, which was principally the result of ~~decreased~~losing ~~services provided for~~ our largest customer in ~~2012~~May 2013. This customer ~~has~~had more retail locations than all of ~~Broadcast’s~~our other existing customers combined. We were not able to ~~install~~replace its proprietary digital signage delivery and management hardware and software, which incorporates portions of our CodecSys software, at approximately 2,500 locations and managed approximately 33,000 screens for this customer as of December 31, 2012. For the first time we did not receive a 100% vendor rating by the client. During the twelve months ended December 31, 2012, our license fees revenue increased by $396,847, revenue from studio and production services increased by $137,606 and revenue from web services and other services increased by $142,388. However, these increases in revenues ~~were~~lost ~~offset by a decrease in system sales and installation revenue of $1,588,277, almost all of which resulted~~ from ~~fewer~~this ~~work orders from our largest~~ customer.

· CodecSys Milestones. ~~Our~~Because ~~executive~~of ~~officers~~our ~~also~~inability ~~made~~to ~~significant~~sell ~~progress on~~ the ~~development of the~~ CodecSys technology~~. In 2011~~, ~~we added Fujitsu North America to its list of technology partners and~~ sales ~~channel partners. We trained salesmen~~ and ~~sales~~development ~~engineers~~activities ~~for~~on ~~Fujitsu~~the asCodecSys anproduct ~~integral~~line ~~part~~was ~~of Fujitsu’s sales initiative for 2012, which has yielded no significant revenues~~terminated. Fujitsu joins IBM, Microsoft, and HP as large companies that have included our video compression technology as a video compression solution and have proceeded with sales presentations and testing with their large video customers, which include large broadcasters, cable companies, and satellite companies.

· ~~During~~Our ~~2011~~Executive ~~and~~officers ~~2012,~~were weinvolved ~~expanded~~in ~~the~~trying ~~installed~~to ~~base~~complete all of ~~test~~the ~~locations~~conditions of ~~our~~the ~~CodecSys~~AllDigital ~~version~~merger ~~2.0~~as toa ~~over~~merger 35was ~~locations~~deemed ~~consisting~~essential ~~principally~~for ofthe ~~large~~continued ~~international~~existence ~~telecommunication companies and have moved toward contract with most~~ of the ~~test~~Company ~~sites~~going forward.

· In December 2011, we entered into our first customer agreement with a cable company located in Mexico to utilize CodecSys technology in providing an “over-the-top” product offering to the cable company’s subscribers. CodecSys was installed at the cable company and is operational in providing the service. During 2012, we continued our development of this opportunity, and although there have been no material revenues generated from the contract, it is important because it represents the first commercial installation of our CodecSys product.

Compensation Philosophy. Our general compensation philosophy is designed to link an employee’s total cash compensation with our performance, the employee’s department goals and individual performance. Given our stage of operations and limited capital resources, it is subject to various financial restraints in its compensation practices. As an employee’s level of responsibility increases, there is a more significant level of variability and compensation at risk. The compensation committee believes linking incentive compensation to our performance creates an environment in which employees are stakeholders in our success and, thus, benefits all stockholders.

Executive Compensation Policy. Our executive compensation policy is designed to establish an appropriate relationship between executive pay and annual performance, long-term growth objectives, individual performance of the executive officer and ability to attract and retain qualified executive officers. The compensation committee attempts to achieve these goals by integrating competitive annual base salaries with bonuses based on corporate performance and on the achievement of specified performance objectives, and to a lesser extent, awards through our long-term incentive plan. The compensation committee believes that cash compensation in the form of salary and bonus provides executives with short-term rewards for success in operations. The compensation committee also believes our executive compensation policy and programs do not promote inappropriate risk-taking behavior by executive officers that could threaten the value of the company.

Role of Executive Officers in Compensation Decisions

The compensation committee makes all compensation decisions for the named executive officers and approves recommendations regarding equity awards to all other senior management personnel. The CEO/President annually reviews the performance of the CFO and other senior management. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the compensation committee. The compensation committee is charged with the responsibility of ensuring a consistent compensation plan throughout the company and providing an independent evaluation of the proposed adjustments or awards at all levels of management. As such, the compensation committee has determined that it have the discretion to modify or adjust any proposed awards and changes to management compensation to be able to satisfy these responsibilities.

~~2012~~2013 Executive Compensation Components

For the fiscal year ended December 31, ~~2012~~2013, the principal ~~components~~component of compensation for the named executive officers were:

~~· base salary; and~~39

· ~~performance-based~~base ~~bonus compensation.~~salary

Base Salary. The compensation committee determined that the executive officers had been compensated fairly relative to similarly situated executives, and ~~approved~~due to the changes in the Company’s business segments during the year mandated decreases in ~~2012~~2013 to the base salary of the CEO/President and CFO. In determining the base salary of each executive officer, the compensation committee relied on publicly available information gathered by the compensation committee related to salaries paid to executive officers of similarly situated small public companies.

Performance-based Incentive Compensation. Annual incentives for the executive officers are intended to recognize and reward those employees who contribute meaningfully to an increase in shareholder value and move the company toward profitability. No cash bonuses were paid for 2012 due to fiscal restraints and no restricted stock units were issued to executive officers.None

Long-term Equity Incentive Compensation. Long-term incentive compensation encourages participants to focus on our long-term performance and provides an opportunity for executive officers and certain designated key employees to increase their stake in the Company through grants of options to purchase our common stock. No stock options or restricted stock units were granted during 2012 to any of the named executive officers. The board made awards of stock options to other employees and awards of restricted stock units to each of our non-employee directors under Broadcast’s equity incentive plan.None

All awards made under our equity incentive plan are made at the market price at the time of the award. Annual awards of stock options to executives are made at the discretion of the compensation committee at such times throughout the year at it deems most desirable. Newly hired or promoted executives, other than executive officers, generally receive their award of stock options on the first business day of the month following their hire or promotion. Grants of stock options to newly hired executive officers who are eligible to receive them are made at the next regularly scheduled compensation committee meeting following their hire date.

Perquisites and Other Personal Benefits. We provide no perquisites to its named executive officers other than matching 401(k) contributions described below and other group benefits offered generally to all salaried employees.

Retirement and Related Plans. We maintain a 401(k) profit sharing plan for all non-temporary employees. Employee contributions are matched by the Company in an amount of 100% of employee contributions up to 3% of employee salaries and 50% of employee contributions up to an additional 2% of their salaries. Participants vest immediately in the company matching contributions.

Compensation of Chief Executive Officer/President. For the fiscal year ended December 31, ~~2012~~2013, we paid Rodney M. Tiede, CEO/President, a salary of $~~225~~141,~~690~~538, representing a decrease from a salary of $~~250~~225,690 paid to Mr. Tiede in the fiscal year ended December 31, 2012. The compensation committee met with Mr. Tiede twice during ~~2012~~2013 to review his performance and individual objectives and goals versus results achieved. The compensation committee reviewed all components of the CEO’s compensation, including salary, bonus, and equity incentive compensation, and under potential severance and change-in-control scenarios. Mr. Tiede’s compensation ~~package~~ was determined to be reasonable and not excessive by the compensation committee based on compensation surveys for chief executive officers of small public companies. The compensation committee also considered the continuing economic recession and market conditions in determining the compensation of the CEO/President or other management personnel.

In April 2004, the Company and Mr. Tiede entered into an employment agreement covering Mr. Tiede’s employment for a term commencing upon the execution thereof and continuing until December 31, 2006. The contract continues for additional terms of one year each until terminated by us. The agreement calls for payment of a gross annual salary of not less than $120,000, payable in equal bi-weekly installments for the year ended December 31, 2004, subject to such increases as the board of directors may approve. The employment agreement further provides that Mr. Tiede shall receive a performance bonus on an annual basis equal to up to 100% of his base salary for the fiscal year then ended, the exact percentage to be determined in the sole discretion of the board of directors (or the compensation committee thereof) based upon an evaluation of the performance of Mr. Tiede during the previous fiscal year. The agreement also provides for participation in our stock option plan, the payment of severance pay, and other standard benefits such as vacation, participation in our other benefit plans and reimbursement for necessary and reasonable business expenses. In the event of a change in control of the company, defined as the purchase of shares of Broadcast capital stock enabling any person or persons to cast 20% or more of the votes entitled to be voted at any meeting to elect directors, Mr. Tiede shall have the right to terminate the employment agreement and receive severance pay equal to the base salary and a bonus equal to 50% of the salary for the remainder of the employment term or two years, whichever is longer. In addition, if the change of control event results in our shareholders exchanging their shares for stock or other consideration, Mr. Tiede shall receive an amount equal to the per share price paid to the shareholders less the pre-announcement price multiplied by 50,000.

In September 2008, the Company and Mr. Solomon entered into an employment agreement covering Mr. Solomon’s employment for a term commencing upon the execution thereof and continuing until December 31, 2011. The contract continues for additional terms of one year each until terminated by us. The agreement calls for payment of a gross annual salary of not less than $225,000, payable in equal bi-weekly installments for the year ended December 31, 2008, subject to such increases as the board of directors may approve. The employment agreement further provides that Mr. Solomon shall receive a performance bonus on an annual basis equal to up to 100% of his base salary for the fiscal year then ended, the exact percentage to be determined in the sole discretion of the board of directors (or the compensation committee thereof) based upon an evaluation of the performance of Mr. Solomon during the previous fiscal year. The agreement also provides for participation in our stock option plan, the payment of severance pay, and other standard benefits such as vacation, participation in our other benefit plans and reimbursement for necessary and reasonable business expenses. In the event of a change in control of the company, defined as the purchase of shares of Broadcast capital stock enabling any person or persons to cast 20% or more of the votes entitled to be voted at any meeting to elect directors, Mr. Solomon shall have the right to terminate the employment agreement and receive severance pay equal to the base salary and a bonus equal to 50% of the salary for the remainder of the employment term or two years, whichever is longer. In addition, if the change of control event results in our shareholders exchanging their shares for stock or other consideration, Mr. Solomon shall receive an amount equal to the per share price paid to the shareholders less the pre-announcement price multiplied by 50,000.

44On January 6, 2013, we entered into an Amendment and Settlement Agreement with each of Mr. Tiede and Mr. Solomon, modifying their respective existing employment agreements described above as follows: the salary of each officer is reduced to $180,000 per year, each officer’s employment is terminable at will, each officer is to report to the executive committee of the board of directors, each officer’s termination and change of control benefits are terminated, each officer waives his accrued vacation benefits, each officer and Broadcast grant each other mutual releases, and we agreed to issue to each officer 529,100 shares of Common Stock if such officer remained employed by us for 60 days following January 6, 2013 or if such officer is terminated by at any time following January 6, 2013.

On January 6, 2013, we entered into an Amendment and Settlement Agreement with each of Mr. Tiede and Mr. Solomon, modifying their respective existing employment agreements described above as follows: the salary of each officer is reduced to $180,000 per year, each officer’s employment is terminable at will, each officer is to report to the executive committee of the board of directors, each officer’s termination and change of control benefits are terminated, each officer waives his accrued vacation benefits, each officer and Broadcast grant each other mutual releases, and we agreed to issue to each officer 529,100 shares of Common Stock if such officer remains employed by us for 60 days following January 6, 2013 or if such officer is terminated by at any time following January 6, 2013.

Stock Option Plans

Under our 2004 Long-term Incentive Plan (the “2004 Plan”), the board of directors may issue incentive stock options to employees and directors and non-qualified stock options to consultants of the company. Options generally may not be exercised until twelve months after the date granted and expire ten years after being granted. Options granted vest in accordance with the vesting schedule determined by the board of directors, usually ratably over a three-year vesting schedule upon the anniversary date of the grant. Should an employee’s director’s or consultant’s relationship with the company terminate before the vesting period is completed, the unvested portion of each grant is forfeited. We continue to maintain and grant awards under the 2004 Plan which will remain in effect until the earlier of its expiration by its terms or its termination as required by the merger agreement. The number of unissued stock options authorized under the 2004 Plan at December 31, ~~2012~~2013 was 34,~~779~~319,~~508~~411.

The Broadcast International, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) has become our primary plan for providing stock-based incentive compensation to its eligible employees and non-employee directors and consultants of the Company. The provisions of the 2008 Plan are similar to the 2004 Plan except that the 2008 Plan allows for the grant of share equivalents such as restricted stock awards, stock bonus awards, performance shares and restricted stock units in addition to non-qualified and incentive stock options. The number of unissued shares of common stock reserved for issuance under the 2008 Plan was ~~774~~363,~~867~~200 at December 31, ~~2012~~2013.

The purpose of our incentive plans is to advance the interests of our stockholders by enhancing our ability to attract, retain and motivate persons who are expected to make important contributions to the company by providing them with both equity ownership opportunities and performance-based incentives intended to align their interests with those of our stockholders. These plans are designed to provide us with flexibility to select from among various equity-based compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices by optimally utilizing stock options and shares of common stock.

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the named executive officers in their respective capacities for the fiscal years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011. When setting total compensation for each of the named executive officers, the compensation committee reviewed tally sheets which show the executive’s current compensation, including equity and non-equity based compensation. We have omitted in this report certain tables and columns otherwise required to be included because there was no compensation made with respect to such tables and columns, as permitted by applicable SEC regulations. The amounts shown as salary in the following table for 2010 include an amount equal to 10% of total salary for each executive which had been accrued for 2009, but the payment was deferred and paid and included in 2010 compensation shown below.

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Restricted Stock Unit Awards ($)	All Other Compensation ($)(1)	Total ($)

Rodney M. Tiede President & Chief Executive Officer*	2013 2012 2011	$141,539 225,690 250,690	-- -- --	-- -- --	-- -- $555,000	$5,231 4,841 7,333	$146,770 230,531 813,023

James E. Solomon Chief Financial Officer and Secretary	2013 2012 2011	$103,385 256,980 256,980	-- -- --	-- -- --	-- -- $333,000	$3,951 9,494 10,200	$107,336 266,474 600,180

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Restricted Stock Unit Awards ($)	All Other Compensation ($)(1)	Total ($)
Rodney M. Tiede President & Chief Executive Officer*	2012 2011 2010	$225,690 250,690 273,078	-- -- --	-- -- --	-- $555,000 --	$4,841 7,333 7,333	$230,531 813,023 280,411
James E. Solomon Chief Financial Officer and Secretary	2012 2011 2010	$256,980 256,980 283,270	-- -- --	-- -- --	-- $333,000 --	$9,494 10,200 11,331	$266,474 600,180 294,601

(1)

The amounts shown in column (g) reflect for each named executive officer matching contributions made by Broadcast to its 401(k) employee retirement plan. The amounts shown in column (g) do not reflect premiums paid by us for any group health or other insurance policies that apply generally to all salaried employees on a nondiscriminatory basis.

* From and after July 16, 2012, Mr. Tiede served as our president and no officer held the title of chief executive officer.

Other Compensation

We do not have any non-qualified deferred compensation plan.

Outstanding Equity Awards at Fiscal Year-End

	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of shares or Units of Stock that have not Vested ($)	Number of Unearned shares, units or other rights that have not vested (#)	Market or payout value of unearned shares, units or other rights that have not vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Rodney M. Tiede	50,000	--	2.25	04/28/2014	--	--	--	--
James E. Solomon	75,000 25,000	-- --	2.25 1.17	09/15/2015 12/27/2016	--	--	--	--

Potential Payments Upon Termination or Change of Control

The amount of compensation payable to the named executive officers upon voluntary termination, retirement, involuntary not-for-cause termination, termination following a change of control and in the event of disability or death of the executive of prior employment agreements is summarized below. The amounts shown assume that such termination was effective as of December 31, ~~2012~~2013, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination if it were to occur as of such date. The actual amounts to be paid out can only be determined at the time of such executive’s separation.

As discussed above, we entered into an Amendment and Settlement Agreement with each of the named executive officers on January 6, 2013 that terminated each officer’s change of control benefits as of such date.

Payments Made Upon Termination

Regardless of the manner in which a named executive officer’s employment is terminated, he is entitled to receive amounts earned during his term of employment. Such amounts include:

salary;

grants under Broadcast’s stock option and equity plans, subject to the vesting and other terms applicable to such grants;

amounts contributed and vested under Broadcast’s 401(k) plan; and

unused vacation pay.

In addition to the amounts above, pursuant to the January 6, 2013 Amendment and Settlement Agreement with each of Mr. Tiede and Mr. Solomon, modifying their respective employment agreements, Broadcast agreed to issue each of Mr. Tiede and Mr. Solomon 529,100 shares of common stock at the earlier of such officer’s termination at any time following January 6, 2013 or the expiration of 60 days. All other termination benefits and severance benefits for Mr. Tiede and Mr. Solomon, except for those set forth in this section, were terminated as of January 6, 2013.

Payments Made Upon Death or Disability

In the event of the death or disability of a named executive officer, in addition to the benefits listed under the heading “Payments Made Upon Termination,” the named executive officers will receive benefits under any group life or disability insurance plan, as appropriate, that we may have in effect from time to time. Broadcast currently maintains a group term life insurance plan that generally pays a death benefit equal to two times base salary up to a maximum of $300,000.

Payments Made Upon a Change of Control

As of December 31, 2012, if there is a change of control, which is defined as the purchase of shares of capital stock of the company enabling any person or persons to cast 20% or more of the votes entitled to be voted at any meeting to elect directors, Mr. Tiede and Mr. Solomon may each elect to terminate employment and would receive under the terms of their employment agreements:

· a lump sum severance payment up to the sum of two years of the base salary ;

· any bonus compensation earned, if any; and

· If the change of control event results in Broadcast stockholders exchanging their shares for stock, the executive would receive an amount equal to the per share price paid to stockholders, less the pre-announcement share price, multiplied by 50,000. For example and illustration purposes only, if the share price paid to stockholders were $3.00 and the pre-announcement share price were $1.50, Mr. Tiede and Mr. Solomon would receive an amount equal to $75,000 under this provision.

In the event of a change in control as defined above, Mr. Tiede would receive a lump sum payment of $500,000 and Mr. Solomon would receive a lump sum payment of $510,000. In addition, they would be entitled to receive the share price differential, if any, as discussed above.

As discussed above, Broadcast entered into an Amendment and Settlement Agreement with each of the named executive officers on January 6, 2013 that terminated each such officer’s termination and change of control benefits as of such date. As a result, neither Mr. Tiede nor Mr. Solomon will receive any payment upon consummation of a change of control.

Non-compete Agreement

Included in Mr. Tiede’s and Mr. Solomon’s employment agreements is a two year non-compete agreement, which is no longer effective due to the amendment described above.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

None of our executive officers served as a member of the compensation committee or as a director of any other company, one of whose executive officers served as a member of our compensation committee of the board or as one of our directors during ~~2012~~2013.

Director Compensation

We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on its board of directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill-level required by our members of the board.

Our non-employee directors generally receive fees of $48,000 per year, paid quarterly, and an initial grant of stock options to purchase 100,000 shares (thereafter annual grants of 25,000 options or restricted stock units) of our common stock with an exercise price equal to the fair market value of the stock on the date of grant. Given our financial condition in 2012, the board approved and the non-employee directors accepted the 2012 compensation set forth in the director summary compensation table below. In addition, non-employee directors may be entitled to receive special awards of stock options from time to time as determined by the board. The chairman of the board and the chairman of each of the audit and compensation committees receive no additional fees for serving in such capacities. There is no additional compensation for meeting attendance. Directors who are employees of Broadcast receive no additional compensation for serving as directors. All stock options granted to outside directors are immediately exercisable and expire ten years from the date of grant. All restricted stock units granted to outside directors are immediately vested and are settled by the issuance of our common stock upon their respective retirements from the board of directors. Directors are reimbursed for ordinary expenses incurred in connection with attending board and committee meetings. The directors voluntarily deferred a ~~significant~~all ~~portion~~ of their ~~2012~~2013 cash compensation ~~and agreed to receive shares of our common stock in 2013 in payment of the accrued directors’ fees~~.

4844

Director Summary Compensation Table

The table below summarizes the compensation paid by Broadcast to its directors for the fiscal year ended December 31, ~~2012~~2013.

(a)	(b)	(c)	(d)	(e)
Name	Fees Earned or Paid in Cash ($) (1)	Options/Awards ($)	Restricted Stock Units ($) (2)	Total ($)
William Boyd	~~$27,000~~	--	~~$ 7~~200,000	$3415,000
Mark F. Spagnolo (3)	27,000	--	7,000	34,000
Rodney M. Tiede (3)		--	--	--
Rodney M. Tiede (4)	--	--	--	--
R. Phil Zobrist		--	200,000	15,000
R. Phil Zobrist	27,000	--	7,000	34,000
Steven Ledger			200,000	15,000
Steven Ledger	27,000		7,000	34,000
Donald A. Harris (4)		--	86,667	6,500
Donald A. Harris (5)	6,500	--	37,500	44,000

(1) OfAll of the fees earned, ~~$15,000~~ was accrued and ~~remained~~remains unpaid to each of ~~Messrs.~~the ~~Boyd, Spagnolo, Zobrist and Ledger and $6,500 was accrued and remained unpaid to Mr~~directors. ~~Harris at December 31, 2012.~~

(2) Each of Messrs. Boyd, ~~Spagnolo,~~ Zobrist and Ledger were granted a total of 58200,~~553~~000 restricted stock units with an estimated value of $715,000. Mr. Harris was granted a total of ~~155~~86,~~921~~667 restricted stock units with an estimated value of $376,500~~, including 100,000 restricted stock units upon his appointment to Broadcast’s board of directors~~.

(3) Mr. ~~Spagnolo~~Tiede ~~resigned~~receives ~~from~~no ~~the~~compensation ~~board~~for ofserving ~~directors~~as ~~effective~~a ~~February 12~~director, ~~2013~~but is compensated in his capacity as Broadcast’s President.

(4) Mr. ~~Tiede~~Harris ~~receives~~was noappointed ~~compensation~~to ~~for~~Broadcast’s ~~serving~~board asof adirectors ~~director, but is compensated~~ in ~~his~~June ~~capacity as Broadcast’s President~~2012.

(5) Mr. Harris was appointed to Broadcast’s board of directors in June 2012.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our common stock at ~~February~~March 420, ~~2013~~2014 by each of our directors or executive officer, each person known by us to own beneficially more than 5% of our common stock, and all of our directors and executive officers as a group.

Beneficial Owner	Beneficial Ownership	Percent of Class
Gem Asset Management LC (1) 100 State Str. #2b Teaneck, New Jersey 07666	11,199,999	109.17%
Rodney M. Tiede (2) c/o Broadcast International, Inc. 7050 Union Park Avenue, Suite 600 Salt Lake City, UT 84047	3,518,541	3.31%
Leon Frenkel (3) 401 City Avenue, Suite 802 Bala Cynwyd, PA 19004	6,982,276	6.20%
R. Phil Zobrist (4)	2,079,919	1.9%
Donald Harris (4)	1,955,921	1.7%
Donald Harris (5)	1,955,921	1.8%
James E. Solomon (5)	662,500	*
James E. Solomon (6)	662,500	*
William Boyd (6)	641,553	*
William Boyd (7)	641,553	*
Steven Ledger (7)	374,553	*
Steven Ledger (8)	374,553	*
All directors and executive officers as a group (5 persons) (8)	7,153,068	8.5%
All directors and executive officers as a group (7persons) (9)	9,232,722	8.5%

* Represents less than 1% of Broadcast’s common stock outstanding.

4945

(1)	Includes 7,466,666 shares of common stock and warrants to purchase 3,733,333 shares of common stock. The control person of Gem Asset Management, LC is Daniel Lewis.

(2)	Includes 500,000 restricted stock units, which are settled by the issuance of one share of common stock for each unit upon Mr. Tiede’s retirement from Broadcast and presently exercisable options to acquire 50,000 shares of common stock.

(3)	Includes 2,643,517 shares of common stock, presently exercisable warrants to purchase a total of 338,759 shares of common stock and an unsecured convertible note that is convertible into 4,000,000 shares of common stock.

(4) Includes 1155,~~607,908~~921 ~~shares,~~restricted ~~presently~~stock ~~exercisable~~units, ~~options~~which toare ~~acquire~~settled ~~100,000~~by ~~shares,~~the ~~warrants~~issuance toof ~~purchase~~one ~~163,458~~share ~~shares,~~of ~~and~~common ~~restricted~~ stock ~~units~~for ~~that~~each ~~may~~unit beupon ~~settled~~Mr. byHarris’s retirement from the ~~issuance~~Board of ~~208~~Directors,~~553~~ a secured convertible note convertible into 1,200,000 shares of common stock ~~upon~~and ~~Mr.~~warrants ~~Zobrist’s~~to ~~retirement~~purchase ~~from~~600,000 ~~the~~shares ~~board~~ of ~~directors~~common stock.

(5) Includes ~~155~~12,~~921~~500 shares of common stock, presently exercisable options to acquire a total of 100,000 shares of common stock and 550,000 restricted stock units, which are settled by the issuance of one share of common stock for each unit upon Mr. ~~Harris~~Solomon’s retirement from ~~the Board of Directors, a secured convertible note convertible into 1,200,000 shares of common stock and warrants to purchase 600,000 shares of common stock~~Broadcast.

(6) ~~Includes 12~~147,~~500~~000 shares of common stock, presently exercisable options to acquire a total of 100,000 shares of common stock, ~~and~~warrants ~~550~~to acquire 36,000 shares of common stock and 358,553 restricted stock units, which are settled by the issuance of one share of common stock for each unit upon Mr. ~~Solomon~~Boyd’s retirement from ~~Broadcast~~the board of directors.

(7) ~~147,000~~Includes ~~shares of common stock~~144, ~~presently exercisable options to acquire a total of 100,~~000 shares of common stock, warrants to acquire 3672,000 shares of common stock and ~~358~~158,553 restricted stock units, which are settled by the issuance of one share of common stock for each unit upon Mr. ~~Boyd~~Ledger’s retirement from the board of directors.

(8) Includes ~~144,000 shares of common stock,~~ warrants ~~to acquire 72~~,~~000~~ ~~shares~~presently ofexercisable ~~common~~options ~~stock~~ and ~~158,553~~vested restricted stock units, ~~which~~to ~~are~~acquire ~~settled~~a bytotal ~~the issuance~~ of ~~one~~3,881,027 ~~share~~shares of common stock ~~for~~held ~~each~~by ~~unit~~all ~~upon~~of ~~Mr.~~our ~~Ledger’s~~directors ~~retirement~~and ~~from~~executive ~~the board of directors~~officers.

(9) Includes warrants, presently exercisable options and vested restricted stock units to acquire a total of 4,353,038 shares of common stock held by all of our directors and executive officers.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth, as of December 31, ~~2012~~2013, information regarding our equity compensation plans under which shares of common stock are authorized for issuance.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding securities)
Equity compensation plans approved by security holders(1)	3,093,247	$.88	363,200
Equity compensation plans not approved by security holders (2)	1,393,200	$1.34	4,319,411
Total	4,486,447	$1.05	4,682,611

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding securities)
Equity compensation plans approved by security holders(1)	2,940,133	$1.11	774,867
Equity compensation plans not approved by security holders (2)	1,933,103	$1.36	3,779,508
Total	4,873,236	$1.21	4,554,375

(1)

Our 2008 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, and restricted stock units to our employees, directors and consultants. The plan covers a total of 4,000,000 shares of Broadcast common stock. As of December 31, 2013, restricted stock units covering 543,553 units had been settled through the issuance of common stock and 3,093,247 were outstanding. The plan is administered by our board of directors or compensation committee of the board. Awards may be vested on such schedules determined by the plan administrator. We anticipate that a significant number of the options outstanding under the 2008 Plan will be terminated in exchange for shares of Broadcast common stock in the exchange offers if the All Digital merger is consummated.

(1) Our 2008 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, and restricted stock units to our employees, directors and consultants. The plan covers a total of 4,000,000 shares of Broadcast common stock. As of December 31, 2012, restricted stock units covering 285,000 units had been settled through the issuance of common stock and 2,940,133 were outstanding. The plan is administered by our board of directors or compensation committee of the board. Awards may be vested on such schedules determined by the plan administrator. We anticipate that a significant number of the options outstanding under the 2008 Plan will be terminated in exchange for shares of Broadcast common stock in the exchange offers if the All Digital merger is consummated.46

(2) Our 2004 Plan provides for the grant of stock options, stock appreciation rights and restricted stock to our employees, directors and consultants. The plan covers a total of 6,000,000 shares of Broadcast common stock. As of December 31, ~~2012~~2013, options to purchase 287,389 shares of common stock had been exercised. All awards must be granted at fair market value on the date of grant. The plan is administered by our board of directors or compensation committee of the board. Awards may be vested on such schedules determined by the plan administrator. We anticipate that a significant number of the options outstanding under the 2004 Plan will be terminated in exchange for shares of our common stock in the exchange offers if the All Digital merger is consummated.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

In January 2011, we granted options to the holder of our $1.0 million unsecured convertible note to acquire up to 500,000 shares of our common stock for services performed pursuant to a consulting agreement with the holder. The options were exercisable at $1.00 per share and were exercisable for five years.

In April 2011, we issued 293,517 shares of our common stock and granted a warrant to acquire an additional 146,758 shares of our common stock in payment of accrued interest to the holder of our $1.0 million unsecured convertible note. The warrant was exercisable at $.90 per share and had a life of five years.

On November 15, 2010 we entered into an amendment dated November 15, 2010 with the holder of our $1,000,000 unsecured convertible note due December 22, 2010, pursuant to which the maturity date of such note was extended to January 1, 2011.

In connection with the Debt Restructuring, the Company amended its note with the holder of its $1.0 million unsecured convertible note, pursuant to which the maturity date of the note was extended to December 31, 2013. We issued to the holder of the note 150,000 shares of our common stock and issued a warrant to acquire up to 75,000 shares of common stock at an exercise price of $.90.

On March 26, 2010, we entered into an amendment and extension agreement with Castlerigg, the holder of our senior secured convertible note in the principal amount of $15.0 million. Castlerigg was an affiliate of ours due to its beneficial ownership of 9.9% of our outstanding common stock. Pursuant to the amendment and extension agreement, we extended the maturity date of the senior secured convertible note from December 21, 2010 to December 21, 2011. This extension of the maturity date was conditioned upon us raising at least $6,000,000 of gross proceeds from the sale of our equity securities by September 30, 2010. If the additional funding were not completed, the maturity date reverted back to December 21, 2010. In exchange for extending the maturity date, we issued to Castlerigg 1,000,000 shares of our common stock. In addition, we agreed to the inclusion of three additional terms and conditions in the note: (i) from and after the additional funding, we would be required to maintain a cash balance of at least $1,250,000 and provide monthly certifications of the cash balance to Castlerigg; (ii) we would not make principal payments on our $1.0 million unsecured convertible note without the written permission of Castlerigg; and (iii) we grant board observation rights to Castlerigg.

On July 30, 2010, we amended our 6.25% senior secured convertible promissory note (“Note”) and related warrants. The amendment provided for (i) the change of the maturity date from December 21, 2011 to June 21, 2012; (ii) the requirement to maintain a balance of cash and marketable securities equal to or greater than $950,000 was added as an additional condition of default in the event we completed the required capital raise described below; (iii) in the event of the completion of the required capital raise, the conversion price of the Note would be reduced to $1.80 per share instead of the price at which the new equity is sold; (iv) in the event of the completion of the required capital raise, the exercise price of the Warrants would be reduced to $1.80 per share instead of the price at which new equity were sold; (v) in the event of the completion of the required capital raise the number of warrants were to be increased from 1,875,000 to 5,208,333. The amendment was conditioned upon the Company raising at least $6,000,000 of gross proceeds from the sale of its equity securities by September 30, 2010. If the additional funding were not completed by September 30, 2010, certain provisions of the amendment agreement would have been void in that the maturity date would have reverted back to December 21, 2010, the conversion price would have become the lowest price at which equity securities had been sold, the exercise price would have become the lowest price at which equity securities have been sold, and the number of warrants then outstanding would have be determined by the original purchase documents and the Company would not have had an obligation to maintain a balance of cash and marketable securities equal to $950,000. In exchange for the amendments, the Company issued to the holder 2,000,000 shares of the Company’s common stock, par value $0.05 per share, and committed to issue another 800,000 shares upon completion of the equity financing.

On September 24, 2010, the holder of the Note extended the due date for the equity financing required by the July 30, 2010 amendment to the Note to October 31, 2010. If the additional funding were not completed by October 31, 2010, certain provisions of the amendment agreement would have been void in that the maturity date would have reverted back to December 21, 2010, the conversion price of the Note would become the lowest price at which equity securities had been sold, the exercise price of the holder’s warrants would have become the lowest price at which equity securities had been sold, and the number of warrants then outstanding would have been determined by the original purchase documents and we would not have an obligation to maintain a balance of cash and marketable securities equal to $950,000.

On October 29, 2010, we entered into an extension and amendment agreement with the holder of the Note, which provided; (i) the definition of a “Qualified Financing Transaction” was amended to mean a capital raise of $8,000,000; (ii) in the event of the completion of the required capital raise, the conversion price of the Note would be reduced to an amount equal to 150% of the lowest price at which Company common stock were sold during calendar year 2010; (iii) paragraph 9 of the 6.25% senior secured convertible promissory note entitled “Company Redemption Right” was deleted in its entirety; (iv) in the event of the completion of the required capital raise, the exercise price of the Warrants was to be reduced to an amount equal to 150% of the lowest price at which Company common stock was sold during calendar year 2010; (v) in the event of the completion of the required capital raise the number of warrants was to be increased as provided in the 6.25% senior secured convertible promissory note; and (vi) the Expiration Date of the warrants was to be amended to December 30, 2013. The amendment was conditioned upon the Company raising at least $8,000,000 of gross proceeds from the sale of its equity securities by December 3, 2010. If the additional funding was not completed by October 31, 2010, certain provisions of the amendment agreement would have been void in that the maturity date would revert back to December 21, 2010, the conversion price of the Note would become the lowest price at which equity securities had been sold in 2010, the exercise price of the holder’s warrants would have become the lowest price at which equity securities had been sold, and the number of warrants then outstanding would have been determined by the original purchase documents and we would not have an obligation to maintain a balance of cash and marketable securities equal to $950,000.

On November 15, 2010, we entered into a Fifth Amendment and Extension Agreement dated as of November 15, 2010 (the “Fifth Amendment”) with the holder of the Note. The Fifth Amendment provided that the date by which the Company must consummate a Qualified Financing Transaction (as defined in prior amendments to the Note) was extended from December 3, 2010 to December 31, 2010. If a Qualified Financing Transaction occurred by December 31, 2010, the maturity date of the Note was to be extended to June 21, 2012 (as set forth in prior amendments). If a Qualified Financing Transaction was not completed by December 31, 2010, certain provisions of the amendment agreement would have been void in that the maturity date would revert back to December 21, 2010, the conversion price of the Note would become the lowest price at which equity securities had been sold in 2010, the exercise price of the holder’s warrants would have become the lowest price at which equity securities had been sold in 2010, and the number of warrants then outstanding would have been determined by the original purchase documents and we would not have an obligation to maintain a balance of cash and marketable securities equal to $950,000.

On December 24, 2010, we closed the Debt Restructuring. In connection therewith, we (i) issued the Amended and Restated Note in the principal amount of $5.5 million to Castlerigg, (ii) paid $2.5 million in cash to Castlerigg, (iii) cancelled warrants previously issued to Castlerigg that were exercisable for a total of 5,208,333 shares of common stock, (iv) issued 800,000 shares of common stock to Castlerigg in satisfaction of an obligation under a prior loan amendment, (v) entered into the Letter Agreement pursuant to which we paid Castlerigg an additional $2.75 million in cash in lieu of the issuance of $3.5 million in stock and warrants as provided in the Loan Restructuring Agreement, and (vi) entered into an Investor Rights Agreement with Castlerigg dated December 23, 2010 under the terms of which we agreed to register up to 2,500,000 of Castlerigg’s shares of our common stock. As a result of the foregoing, Castlerigg forgave approximately $7.2 million of principal and accrued but unpaid interest.

The Amended and Restated Note, dated December 23, 2010, is a senior, unsecured note that matures in three years from the closing and bears interest at an annual rate of 6.25%, payable semi-annually. We paid the first year’s interest of approximately $344,000 at the closing. The Amended and Restated Note is convertible into shares of common stock at a conversion price of $1.35 per share, subject to adjustment. The Amended and Restated Note is convertible in whole or in part at any time upon notice by Castlerigg to us. The Amended and Restated Note also contains various restrictions, acceleration provisions and other standard and customary terms and conditions. Two of our consolidated subsidiaries guaranteed our obligations under the Amended and Restated Note.

The Investor Rights Agreement provides Castlerigg with certain registration rights with respect to the Company’s securities held by Castlerigg. These registration rights include an obligation of the Company to issue additional warrants to Castlerigg if certain registration deadlines or conditions are not satisfied. The agreement also contains full-ratchet anti-dilution price protection provisions in the event the Company issues stock or convertible debt with a purchase price or conversion price less than the conversion price described above.

In January 2011, we granted options to Leon Frankel, the holder of its $1.0 million unsecured convertible note and a greater-than-5% stockholder of Broadcast, to acquire up to 500,000 shares of our common stock for services performed pursuant to a consulting agreement with Mr. Frankel. The options were exercisable at $1.00 per share and were exercisable for five years. These options were converted to 250,000 shares of our common stock in January 2012.

In April 2011, we issued 293,517 shares of our common stock and granted a warrant to acquire an additional 146,758 shares of its common stock in payment of accrued interest to Leon Frankel, the holder of our $1.0 million unsecured convertible note and a greater-than 5% stockholder of Broadcast. The warrant is exercisable at $.90 per share and has a life of five years.

In March and April, 2012, R. Phillip Zobrist, a Broadcast director, invested a total of $50,000 in Broadcast as a part of the 2012 Equity Funding. In exchange for his investment he received 200,000 shares of common stock and warrants to acquire an additional 100,000 shares of common stock at an exercise price of $.35 per share. The warrant is currently exercisable and expires six years from the date of issuance.

In December, 2012, and January 2013 Donald A. Harris, a Broadcast director, loaned a total of $300,000 to Broadcast pursuant to a written securities purchase agreement and promissory note. The notes bear interest at the rate of 12% per annum and are due and payable on July 13, 2013. The notes are convertible to common stock at the rate of $.25 per share. In addition, the Mr. Harris received warrants to acquire an additional 600,000 shares of common stock at an exercise price of $.25 per share. The warrant is currently exercisable and expires six years after issuance.

On February 21, 2013, we issued restricted stock units that may be settled by the issuance of 200,000 shares of our common stock to each of three of our directors and 86,667 shares to one of our directors for a total of 686,667 shares in consideration of unpaid director fees, which aggregated $51,500 or $.075 per share.

On March 10, 2014, Donald A. Harris, a director, loaned a total of $83,700 to us. The terms and conditions of this loan have not been specified and no written promissory note has been executed.

For a description of our policies and procedures related to the review, approval or ratification of related person transactions, see “Conflict of Interest Policy” under Item 10, “Directors, Executive Officers and Corporate Governance.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees for professional services provided by our current independent auditors for each of the last two fiscal years, in each of the following categories, are as follows:

	2012		2011
	2013		2012
Audit fees	$	8667,~~500~~000	$	7086,~~000~~500
Audit-related fees		--		--
Tax fees		64,~~800~~400		36,~~900~~800
All other fees		812,~~800~~000		98,~~700~~800
Total	$	~~102~~83,~~100~~400	$	83102,~~600~~100

Audit fees included fees associated with the annual audit and reviews of our annual and quarterly reports for ~~2012~~2013 and ~~2011. In addition, these fees for~~ 2012 ~~included fees associated with our registration statement under the Securities Act of 1933, as amended, filed with the SEC~~. All audit fees incurred during ~~2012~~2013 and ~~2011~~2012 were pre-approved by the audit committee. Tax fees included fees associated with tax compliance and tax consultations. All tax fees incurred during ~~2012~~2013 and ~~2011~~2012 were pre-approved by the audit committee.

All other fees related to reviews of registration statements during each respective year and were pre-approved by the audit committee.

Tax fees included fees associated with tax compliance and tax consultations. ~~All tax fees incurred during 2012 and 2011 were pre-approved by the audit committee.~~

The audit committee has adopted a policy that requires advance approval of all services performed by the independent auditor when fees are expected to exceed $15,000. The audit committee has delegated to the audit committee chairman, Mr. Boyd, authority to approve services, subject to ratification by the audit committee at its next committee meeting.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements. See the financial statements included in Item 8 of this report.

(2) Financial Statement Schedules. All applicable schedule information is included in our financial statements included in Item 8 of this report. (a)Exhibits

Exhibit Number	Description of Document
2.1	Agreement and Plan of Merger and Reorganization, dated as of January 6, 2012, by and among Broadcast International, Inc., AllDigital, Inc., and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013.
3.1	Amended and Restated Articles of Incorporation of Broadcast International. (Incorporated by reference to Exhibit No. 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)
3.2	Amended and Restated Bylaws of Broadcast International. (Incorporated by reference to Exhibit No. 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)
4.1	Specimen Stock Certificate of Common Stock of Broadcast International. (Incorporated by reference to Exhibit No. 4.1 of the Company's Registration Statement on Form SB-2, filed under cover of Form S-3, pre-effective Amendment No. 3 filed with the SEC on October 11, 2005.)
10.1*	Employment Agreement of Rodney M. Tiede dated April 28, 2004. (Incorporated by reference to Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 filed with the SEC on May 12, 2004.)
10.2*	Employment Agreement of James E Solomon dated September 19, 2008. (Incorporated by reference to Exhibit No. 10.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on Mach 31, 2010.)
10.3*	Broadcast International 2004 Long-Term Incentive Plan. (Incorporated by reference to Exhibit No. 10.4 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 filed with the SEC on March 30, 2004.)
10.4*	Broadcast International 2008 Long-Term Incentive Plan. (Incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2009)
10.5	Securities Purchase Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.6	5% Convertible Note dated October 16, 2006 issued by Broadcast International to Leon Frenkel. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)

Exhibit Number	Description of Document

2.1	Agreement and Plan of Merger and Reorganization, dated as of January 6, 2012, by and among Broadcast International, Inc., AllDigital, Inc., and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013.

2.2	First Amendment to Agreement and Plan of Merger, dated as of April 10, 2013, by and among Broadcast International, Inc., AllDigital Holdings, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2013.

2.3	Second Amendment to Agreement and Plan of Merger, dated as of June 30, 2013, by and among Broadcast International, Inc., AllDigital Holdings, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2013.

2.4	First Amendment to Agreement and Plan of Merger, dated as of August 26, 2013, by and among Broadcast International, Inc., AllDigital Holdings, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2013.

2.5	Agreement and Plan of Merger and Reorganization, dated as of March 6, 2013, by and among Broadcast International, Inc., Wireless Ronin Technologies, Inc, and Broadcast Acquisition Co. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2013.

3.1	Amended and Restated Articles of Incorporation of Broadcast International. (Incorporated by reference to Exhibit No. 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)

3.2	Amended and Restated Bylaws of Broadcast International. (Incorporated by reference to Exhibit No. 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)

4.1	Specimen Stock Certificate of Common Stock of Broadcast International. (Incorporated by reference to Exhibit No. 4.1 of the Company's Registration Statement on Form SB-2, filed under cover of Form S-3, pre-effective Amendment No. 3 filed with the SEC on October 11, 2005.)

10.1*	Employment Agreement of Rodney M. Tiede dated April 28, 2004. (Incorporated by reference to Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 filed with the SEC on May 12, 2004.)

10.2*	Employment Agreement of James E Solomon dated September 19, 2008. (Incorporated by reference to Exhibit No. 10.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on Mach 31, 2010.)

10.3*	Broadcast International 2004 Long-Term Incentive Plan. (Incorporated by reference to Exhibit No. 10.4 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 filed with the SEC on March 30, 2004.)

10.4*	Broadcast International 2008 Long-Term Incentive Plan. (Incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2009)

10.5	Securities Purchase Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)

10.7	Registration Rights Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.8	Securities Purchase Agreement dated as of December 21, 2007, by and among Broadcast International and the investors listed on the Schedule of Buyers attached thereto. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.9	Registration Rights Agreement dated as of December 21, 2007, by and among Broadcast International and the buyers listed therein. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.10	6.25% Senior Secured Convertible Promissory Note dated December 21, 2007 issued to the holder listed therein. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.11	Warrant to Purchase Common Stock dated December 21, 2007 issued to the holder listed therein. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.12	Loan Restructuring Agreement between the Company and Castlerigg Master Investments Ltd., dated December 16, 2010 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2010.)
10.13	Amendment to 8% Convertible Note Due 2010 between the Company and Leon Frenkel, dated December 22, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2010.)
10.14	Placement Agency Agreement between the Company and Philadelphia Brokerage Corporation, dated December 17, 2010 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.15	Form of Subscription Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.16	Form of Warrant (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.17	Amended and Restated Senior Convertible Note issued by the Company to Castlerigg master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.18	Investor Rights Agreement between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.19	Letter between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.6	5% Convertible Note dated October 16, 2006 issued by Broadcast International to Leon Frenkel. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)

10.7	Registration Rights Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)

10.8	Securities Purchase Agreement dated as of December 21, 2007, by and among Broadcast International and the investors listed on the Schedule of Buyers attached thereto. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)

10.9	Registration Rights Agreement dated as of December 21, 2007, by and among Broadcast International and the buyers listed therein. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)

10.10	6.25% Senior Secured Convertible Promissory Note dated December 21, 2007 issued to the holder listed therein. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)

10.11	Warrant to Purchase Common Stock dated December 21, 2007 issued to the holder listed therein. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)

10.12	Loan Restructuring Agreement between the Company and Castlerigg Master Investments Ltd., dated December 16, 2010 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2010.)

10.13	Amendment to 8% Convertible Note Due 2010 between the Company and Leon Frenkel, dated December 22, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2010.)

10.14	Placement Agency Agreement between the Company and Philadelphia Brokerage Corporation, dated December 17, 2010 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.15	Form of Subscription Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.16	Form of Warrant (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.17	Amended and Restated Senior Convertible Note issued by the Company to Castlerigg master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.18	Investor Rights Agreement between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.20	Form of Securities Purchase Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.21	Form of A Warrant. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.22	Form of B Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.23	Loan Satisfaction Agreement between the Company and Castlerigg Master Investments Ltd. dated March 13, 2012. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.24	Registration Rights Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.25	Form of Placement Agent Warrant. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.26	Form of Note and Warrant Purchase and Security Agreement dated July 16, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)
10.27	Form of Promissory Note dated July 16, 2012. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)
10.28	Form of Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)
10.29	Form of Voting Agreement, dated January 6, 2013, by and among AllDigital, Inc. and certain stockholders of Broadcast International, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.30	Form of Voting Agreement, dated January 6, 2013, by and among Broadcast International, Inc. and certain stockholders of AllDigital, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.31	Professional Services Agreement, dated January 6, 2013, by and between AllDigital, Inc. and Broadcast International, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.32*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Rodney Tiede. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.33*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and James E. Solomon. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.19	Letter between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)

10.20	Form of Securities Purchase Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.21	Form of A Warrant. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.22	Form of B Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.23	Loan Satisfaction Agreement between the Company and Castlerigg Master Investments Ltd. dated March 13, 2012. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.24	Registration Rights Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.25	Form of Placement Agent Warrant. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.26	Form of Note and Warrant Purchase and Security Agreement dated July 16, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)

10.27	Form of Promissory Note dated July 16, 2012. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)

10.28	Form of Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)

10.29	Form of Voting Agreement, dated January 6, 2013, by and among AllDigital, Inc. and certain stockholders of Broadcast International, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.30	Form of Voting Agreement, dated January 6, 2013, by and among Broadcast International, Inc. and certain stockholders of AllDigital, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.31	Professional Services Agreement, dated January 6, 2013, by and between AllDigital, Inc. and Broadcast International, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.32*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Rodney Tiede. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.33*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and James E. Solomon. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.34*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Steve Jones. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
14.1	Code of Ethics. (Incorporated by reference to Exhibit No. 14 of the Company’s Annual Report on Form 10-KSB filed with the SEC on March 30, 2004.)
21.1	Subsidiaries. (Incorporated by reference to Exhibit No. 21.1 of the Company’s Annual Report on Form 10-KSB filed with the SEC on April 1, 2005.)
23.1	Consent of HJ & Associates, LLC, independent registered public accountant.
24.1	Power of Attorney. (Included on page II-15).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1	Principal Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	Taxonomy Extension Calculation Linkbase Document.
101.DEF	Taxonomy Extension Definition Linkbase Document.
101.LAB	Extension Labels Linkbase Document.
101.PRE	Taxonomy Extension Presentation Linkbase Document.

10.34*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Steve Jones. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).

10.35	Amendment to Note and Warrant Purchase and Security Agreement and Senior Secured Convertible Promissory Notes, effective as of July 13, 2013, by and among Broadcast International, Inc., Interact Devices, Inc., Amir L. Ecker and the Purchasers indicated on the signature pages thereto. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)

10.36	Consent to Convert Accounts Receivable Agreement dated August 8, 2013, by and between Broadcast International, Inc. and Don Harris. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)

10.37	Senior Secured Convertible Promissory Note, dated August 8, 2013. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)

10.38	Form of Convertible Promissory Note issued by AllDigital Holdings, Inc. and countersigned by Broadcast International, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2013)

14.1	Code of Ethics. (Incorporated by reference to Exhibit No. 14 of the Company’s Annual Report on Form 10-KSB filed with the SEC on March 30, 2004.)

21.1	Subsidiaries. (Incorporated by reference to Exhibit No. 21.1 of the Company’s Annual Report on Form 10-KSB filed with the SEC on April 1, 2005.)

24.1	Power of Attorney. (Included on page II-15).

31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1	Principal Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension Schema Document.

101.CAL	Taxonomy Extension Calculation Linkbase Document.

101.DEF	Taxonomy Extension Definition Linkbase Document.

101.LAB	Extension Labels Linkbase Document.

101.PRE	Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement.

5854

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Broadcast International, Inc.
Date: March 29, 2012	/s/ Rodney M. Tiede
Date: March 31, 2014	/s/ Rodney M. Tiede
	By: Rodney M. Tiede
	Its: President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: March 29, 2013	/s/ Rodney M. Tiede
Date: March 31, 2014	/s/ Rodney M. Tiede
	By: Rodney M. Tiede
	Its: President and Director
	(Principal Executive Officer)
Date: March 29, 2013	/s/ James E. Solomon
Date: March 31, 2014	/s/ James E. Solomon
	Its: Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date: March 29, 2013	/s/ R. Phil Zobrist
Date: March 31, 2014	/s/ R. Phil Zobrist
	By: R. Phil Zobrist
	Its: Director
Date: March 29, 2013	/s/ William Boyd
Date: March 31, 2014	/s/ William Boyd
	By: William Boyd
	Its: Director
Date: March 29, 2013	/s/ Steven Ledger
Date: March 31, 2014	/s/ Steven Ledger
	By: Steven Ledger
	Its: Director
Date: March 29, 2013	/s/ Donald A. Harris
Date: March 31, 2014	/s/ Donald A. Harris
	By: Donald A. Harris
	Its: Director

5955

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

To the Board of Directors

Broadcast International, Inc.

Salt Lake City, Utah

We have audited the accompanying consolidated balance sheets of Broadcast International, Inc. and subsidiaries as of December 31, ~~2012~~2013 and ~~2011~~2012, and the related consolidated statements of operations, stockholders' ~~equity (~~deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall ~~consolidated~~ financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Broadcast International, Inc. and subsidiaries as of December 31, ~~2012~~2013 and ~~2011~~2012, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

~~/s/~~The HJaccompanying &financial ~~Associates,~~statements ~~LLC~~have HJbeen &prepared ~~Associates,~~assuming ~~LLC~~that ~~Salt~~the ~~Lake~~Company ~~City,~~will ~~Utah~~continue ~~March~~as 29a going concern. As discussed in Note 3 to the financial statements, ~~2013~~the Company has incurred losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy their liabilities and sustain operations. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

March 31, 2014

F-1

BROADCAST INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

	DEC 31, 2011			DEC 31, 2012
	DEC 31, 2012			DEC 31, 2013
ASSETS:
Current Assets
Cash and cash equivalents	$	~~961~~394,~~265~~342		$	~~394~~215,~~342~~371
Restricted cash		--140,700			~~140,700~~--
Trade accounts receivable, net		1821,~~239,903~~608			~~821~~50,~~608~~745
Inventory		60306,~~851~~296			~~306~~19,~~296~~457
Prepaid expenses		~~203~~90,~~973~~067			9015,~~067~~136
Total current assets		21,~~465~~753,~~992~~013			1300,~~753,013~~709
Property and equipment, net		1572,~~417,134~~107			~~572~~64,~~107~~282
Other Assets, non current
Debt offering costs		~~123~~42,~~278~~176			~~42,176~~--
Patents, net		~~131~~120,~~079~~928			~~120~~66,~~928~~081
Deposits and other assets		~~406~~196,~~004~~292			~~196~~111,~~292~~022
Total other assets, non current		~~660~~359,~~361~~396			~~359~~177,~~396~~103
Total assets	$	42,~~543~~684,~~487~~516		$	2542,~~684,516~~094
LIABILITIES AND STOCKHOLDERS DEFICT
LIABILITIES:
Current Liabilities
Accounts payable	$	12,~~252~~293,~~538~~470		$	21,~~293~~034,~~470~~053
Payroll and related expenses		~~390~~363,~~206~~568			~~363~~98,~~568~~962
Other accrued expenses		~~175~~299,~~008~~728			~~299~~802,~~728~~364
Unearned revenue		1051,~~449~~335			515,~~335~~280
Current portion of notes payable (net of discount of $103,859 and $947,994, respectively)		2,068,016			3,102,006
Current portion of notes payable (net of discount of $947,994 and $0, respectively)		3,102,006			5,245,000
Other current obligations		1,067,649			--
Derivative valuation		1,191,269			11,736
Derivative valuation		3,760,200			1,191,269
Total current liabilities		7,301,376			7,197,395
Total current liabilities		8,724,066			7,301,376
Total liabilities		7,301,376			7,197,395
Long-term Liabilities
Long-term portion of notes payable (net of discount of $659,496 and $0, respectively)		6,349,445			--
Total long-term liabilities		6,349,445			--
Total liabilities		15,073,511			7,301,376
Commitments and contingencies		--			--
STOCKHOLDERS’ DEFICIT:
Preferred stock, no par value, 20,000,000 shares authorized; none issued		--			--
Common stock, $.05 par value, 180,000,000 shares authorized; 75,975,656 and 107,473,820 shares issued as of December 31, 2011 and December 31, 2012, respectively		3,798,783			5,373,691
Common stock, $.05 par value, 180,000,000 shares authorized; 107,473,820 and 110,233,225 shares issued as of December 31, 2012 and December 31, 2013, respectively		5,373,691			5,511,661
Additional paid-in capital		9699,~~859~~594,~~058~~490			99,~~594~~706,~~490~~469
Accumulated deficit		(~~111~~109,~~187~~585,~~865~~041	)		(~~109~~111,~~585~~873,~~041~~431	)
Total stockholders’ deficit		(104,~~530~~616,~~024~~860	)		(46,~~616~~655,~~860~~301	)
Total liabilities and stockholders’ deficit	$	42,~~543~~684,~~487~~516		$	2542,~~684,516~~094

See accompanying notes to consolidated financial statements

F-2

BROADCAST INTERNATIONAL, INC.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF OPERATIONS

	For the Year Ended Dec 31, 2011			For the Year Ended Dec 31, 2012
	For the Year Ended Dec 31, 2012			For the Year Ended Dec 31, 2013
Net sales	$	87,~~446~~523,~~082~~624		$	73,~~523~~041,~~624~~357
Cost of sales		54,~~868~~819,~~601~~624			41,~~819~~743,~~624~~342
Gross profit		2,~~577~~704,~~481~~000			21,~~704~~298,~~000~~015
Operating expenses:
Administrative and general		64,~~172~~546,~~794~~612			42,~~546~~576,~~612~~992
Selling and marketing		1,~~277~~908,~~629~~763			1268,~~908,763~~021
Research and development		21,~~410~~754,~~249~~163			1546,~~754,163~~953
Impairment of assets		~~26,180~~--			--9,781
Depreciation and amortization		~~685~~558,~~191~~148			~~558~~210,~~148~~512
Total operating expenses		108,~~572~~767,~~043~~686			83,~~767~~612,~~686~~259
Total operating loss		(76,~~994~~063,~~562~~686	)		(62,~~063~~314,~~686~~244	)
Other income (expense):
Interest income		2,327			--
Interest expense		(1,542,424	)		(1,634,347	)
Interest expense		(1,000,072	)		(1,542,424	)
Gain on derivative valuation		8,829,748			1,242,459
Gain on derivative valuation		11,724,400			8,829,748
Note conversion offering expense		(47,348	)		--
Note conversion offering expense		--			(47,348	)
Retirement of debt offering costs		(53,150	)		--
Retirement of debt offering costs		--			(53,150	)
Debt conversion costs		(1,095,309	)		--
Debt conversion costs		(476,234	)		(1,095,309	)
Gain on extinguishment of debt		1,578,914			--
(Loss) gain on extinguishment of debt		(954,017	)		1,578,914
Gain on extinguishment of liabilities		--			481,590
(Loss) gain on sale of assets		~~(362~~512	)		~~512~~(68,214	)
Other income, net		2(4,~~966~~433	)		(4,~~433~~366	)
Total other income		97,~~299~~666,~~008~~510			725,~~666,510~~854
Income before income taxes		1,304,446			1,602,824
Income (loss) before income taxes		1,602,824			(2,288,390	)
Provision for income taxes		--			--
Net income	$	1,304,446		$	1,602,824
Net income (loss)	$	1,602,824		$	(2,288,390	)
Income per share basic	$	0.02		$	0.2
Income (loss) per share basic	$	0.02		$	(0.02	)
Income per share diluted	$	0.02		$	0.2
Income (loss) per share diluted	$	0.02		$	(0.02	)
Weighted average shares basic		75100,~~416~~798,~~916~~223			~~100~~109,~~798~~107,~~223~~238
Weighted average shares diluted		78106,~~098~~533,~~166~~844			~~106~~109,~~533~~107,~~844~~238

See accompanying notes to consolidated financial statements

F-3

BROADCAST INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, ~~2012~~2013 AND ~~2011~~2012

					Additional		Retained
	Common Stock				Paid-in		Earnings			Equity
	Shares		Amount		Capital		(Deficit)			(Deficit)
Balance, December 31, 2010		74,078,153	$	3,703,908	$	92,867,561	$	(112,492,311	)	$	(15,920,842	)
Common stock issued on debt conversion, net of costs		1,307,153		65,357		1,230,790		--			1,296,147
Common stock issued for interest		135,369		6,768		74,453		--			81,221
Common stock issued for option exercises		55,098		2,755		15,549		--			18,304
Common stock issued for warrant exercises		372,272		18,614		241,386		--			260,000
Common stock issued in exchange for IDI shares		27,611		1,381		9,379		--			10,760
Equity issued for interest		--		--		157,400		--			157,400
Stock based compensation		--		--		2,262,540		--			2,262,540
Net Income		--		--		--		1,304,446			1,304,446
Balance, December 31, 2011		75,975,656	$	3,798,783	$	96,859,058	$	(111,187,865	)	$	(10,530,024	)
Common stock issued for 2012 equity financing and debt restructuring, net of issuance costs		25,402,164		1,270,108		837,726		--			2,107,834
Common stock issued on debt conversion		5,600,000		280,000		1,380,000		--			1,660,000
Common stock issued for services rendered		496,000		24,800		152,513		--			177,313
Amended and restated 6.25% note conversion feature		--		--		81,500		--			81,500
Stock based compensation		--		--		283,693		--			283,693
Current year stock based compensation		--		--		2,262,540		--			2,262,540
Net Income		--		--		--		1,~~602~~304,~~824~~446			1,~~602~~304,~~824~~446
Balance, December 31, 2012		107,473,820	$	5,373,691	$	99,594,490	$	(109,585,041	)	$	(4,616,860	)


Common stock issued for extinguishment of liabilities	2,240,852		112,043		41,817			--			153,860

Common stock issued to a director for prior years services rendered	200,000		10,000		5,000			--			15,000

Common stock issued for services rendered	60,000		3,000		1,200			--			4,200

Common stock issued for restricted stock settlements	258,553		12,927		(12,927	)		--			--

Issuance of restricted stock options to board members for prior years service	--		--		51,500			--			51,500

Current year stock based compensation	--		--		25,389			--			25,389

Net Loss	--		--		--			(2,288,390	)		(2,288,390	)

Balance, December 31, 2013	110,233,225	$	5,511,661	$	99,706,469		$	(111,873,431	)	$	(6,655,301	)

See accompanying notes to consolidated financial statements

F-4

BROADCAST INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended Dec 31, 2011			For the Year Ended Dec 31, 2012
	For the Year Ended Dec 31, 2012			For the Year Ended Dec 31, 2013
Cash flows from operating activities:
Net Income	$	1,304,446		$	1,602,824
Net (loss) Income	$	1,602,824		$	(2,288,390	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		1,~~483~~024,~~868~~754			1211,~~024,754~~721
Common stock issued for services		--177,313			~~177~~4,~~313~~200
Common stock issued for interest		19,634			--
Accretion of discount on convertible notes payable		941,225			1,010,920
Common stock issued for in process research and development		10,760			--
Stock based compensation		283,693			25,389
Accretion of discount on convertible notes payable		340,377			941,225
Warrants issued and expensed for issuance costs		1,095,309			--
Stock based compensation		2,262,540			283,693
Loss on extinguishment of debt		(1,578,914	)		--
Warrants issued for interest		157,400			--
Gain on extinguishment of liabilities		--			(481,590	)
Warrants issued for debt extinguishment costs		404,000			--
Expensed note conversion costs		47,348			--
Warrants issued and expensed for issuance costs		--			1,095,309
Gain on derivative liability valuation		(8,829,748	)		(1,242,459	)
Loss (gain) on extinguishment of debt		954,017			(1,578,914	)
Loss (gain) on sale of assets		(512	)		68,214
Expensed note conversion costs		--			47,348
Retirement of debt offering costs		53,150			--
Gain on derivative liability valuation		(11,724,400	)		(8,829,748	)
Loss on impairment of assets		--			9,781
Loss (gain) on sale of assets		362			(512	)
Allowance for doubtful accounts		31,982			(35,396	)
Retirement of debt offering costs		--			53,150
Loss on impairment of assets		26,180			--
Allowance for doubtful accounts		10,149			31,982
Changes in assets
Decrease (increase) in accounts receivable		(124,997	)		386,313
Decrease in accounts receivable		386,313			806,259
Increase in inventories		(8,676	)		(245,445	)
Increase (decrease) in inventories		(245,445	)		14,947
Decrease (increase) in debt offering costs		(102,978	)		105,805
Decrease in debt offering costs		105,805			42,176
Decrease in prepaid and other assets		~~205~~323,~~498~~618			~~323~~205,~~618~~142
Changes in liabilities
Increase (decrease) in accounts payable		(267,452	)		1,040,932
Decrease in accounts payable		1,040,932			9,726
Increase in accrued expenses		13136,~~823~~682			~~136~~238,~~682~~030
Increase (decrease) in deferred revenues		~~(128~~40,~~988~~886	)		40(46,~~886~~055	)
Net cash used in operating activities		(5,164,437	)		(3,362,785	)
Net cash (used) provided in operating activities		(3,362,785	)		(1,447,385	)
Cash flows from investing activities:
Purchase of equipment		(~~472~~172,~~505~~825	)		~~(172,825~~--	)
Proceeds from sale of assets		13,~~183~~761			3139,~~761~~014
Net cash used by investing activities		(471,322	)		(169,064	)
Net cash (used) provided by investing activities		(169,064	)		139,014
Cash flows from financing activities:
Proceeds from the exercise of options and warrants		18,304			--
Proceeds from equity financing		6,150,000			--
Proceeds from equity financing		--			6,150,000
Payments on principal on debt		(4,017,649	)		--
Payments on principal on debt		(1,526,834	)		(4,017,649	)
Equity issuance costs		(776,483	)		--
Equity issuance costs		(24,078	)		(776,483	)
Proceeds from equipment financing		--			--
Proceeds from equipment financing		700,000			--
Payments for debt extinguishment costs		(275,041	)		--
Payments for debt extinguishment costs		--			(275,041	)
Payments for extinguishment of liabilities		--			(206,300	)
Increase in restricted cash		--			(140,700	)
Increase (decrease) in restricted cash		(140,700	)		140,700
Proceeds from notes payable		12,~~300~~024,~~000~~799			21,~~024~~195,~~799~~000
Net cash provided by financing activities		~~467~~2,~~392~~964,926			21,~~964~~129,~~926~~400
Net decrease in cash and cash equivalents		(5566,~~168,367~~923	)		(~~566~~178,~~923~~971	)
Cash and cash equivalents, beginning of period		6961,~~129,632~~265			~~961~~394,~~265~~342
Cash and cash equivalents, end of period	$	~~961~~394,~~265~~342		$	~~394~~215,~~342~~371
Supplemental disclosure of cash flow information:
Interest paid	$	~~357~~347,~~246~~902		$	~~347~~66,~~902~~700
Income taxes paid	$	--		$	--

See accompanying notes to consolidated financial statements

F-5

BROADCAST INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2013 AND ~~2011~~2012

Note 1 – Organization and Basis of Presentation

Broadcast International, Inc. (the Company) is the consolidated parent company of BI Acquisitions, Inc. (BI), a wholly-owned subsidiary, and Interact Devices, Inc. (IDI), a 94% owned subsidiary.

BI was incorporated in Utah in December 1999 and began operations in January 2000. It is a communications services and technology company headquartered in Salt Lake City, Utah. The Company operates two divisions – BI Networks and CodecSys.

On October 1, 2003, the Company (formerly known as Laser Corporation) acquired BI by issuing shares of its common stock representing 98% of the total equity ownership in exchange for all of the issued and outstanding BI common stock. The transaction was accounted for as a reverse acquisition, or recapitalization of BI, with BI being treated as the accounting acquirer. Effective January 13, 2004, the company changed its name from Laser Corporation to Broadcast International, Inc.

On May 18, 2004, the Debtor-in-Possession’s Plan of Reorganization for IDI was confirmed by the United States Bankruptcy Court. As a result of this confirmation and subsequent share acquisitions, for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, the Company owned, on a fully diluted basis, approximately 55,897,169 common share equivalents of IDI, representing approximately 94% of the equity of IDI.

The audited consolidated financial statements herein include operations from January 1, ~~2011~~2012 to December 31, ~~2012~~2013. IDI produced losses from operations during the period; therefore, 100% of the results from operations have been included in the Company’s consolidated statements.

Note 2 - Significant Accounting Policies

Management Estimates

Cash and Cash Equivalents

We consider all cash on hand and in banks, and highly liquid investments with maturities of three months or less, to be cash equivalents. At December 31, ~~2012~~2013 and ~~2011~~2012, we had no bank balances ~~of $38,847 and $909,182, respectively~~ in excess of amounts insured by the Federal Deposit Insurance Corporation. In addition we have restricted cash of $140,700, which represents a deposit to the Utah District Court, which is held pending the outcome of our litigation with our equipment lessor. We have not experienced any losses in such accounts, and believe we are not exposed to any significant credit risk on cash and cash equivalents.

F-6

Account Receivables

Trade account receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

F-6

Inventories

Inventories consisting of electrical and computer parts are stated at the lower of cost or market determined using the first-in, first-out method. We review the value of our inventory, whenever events or changes in circumstances indicate. With our review at December 31, 2013, we recorded a $9,781 impairment for obsolete or overvalued items.

Property and Equipment

Patents and Intangibles

Patents represent initial legal costs incurred to apply for United States and international patents on the CodecSys technology, and are amortized on a straight-line basis over their useful life of approximately 20 years. We have filed several patents in the United States and foreign countries. As of December 31, ~~2012~~2013, the United States Patent and Trademark Office had approved four patents. Additionally, eleven foreign countries had approved patent rights. While we are unsure whether we can develop the technology in order to obtain the full benefits, the patents themselves hold value and could be sold to companies with more resources to complete the development. On-going legal expenses incurred for patent follow-up have been expensed from July 2005 forward. ~~For the year ended December 31, 2011 we recorded a $26,180 valuation impairment related to two patent applications for areas outside the United States.~~

Amortization expense recognized on ~~all~~issued patents totaled $9,906 and $10,151 for ~~each of~~ the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

~~Estimated~~Our estimated future annual amortization expense, if all patents were issued at the beginning of 2013, would be $10,121 for each of the next five years ~~is as follows:~~.

Year ending December 31:
2013	$	11,343
2014		10,121
2015		10,121
2016		10,121
2017		10,121

F-7

Long-Lived Assets

Stock-based Compensation

In accordance with ASC Topic 718, stock-based compensation cost is estimated at the grant date, based on the estimated fair value of the awards, and recognized as expense ratably over the requisite service period of the award for awards expected to vest.

F-7

Income Taxes

We account for income taxes in accordance with the asset and liability method of accounting for income taxes prescribed by ASC Topic 740. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled.

Revenue Recognition

When we enter into a multi-year contract with a customer to provide installation, network management, and satellite transponder and help desk, or combination of these services, we recognize this revenue as services are performed and as equipment is sold. These agreements typically provide for additional fees, as needed, to be charged if on-site visits are required by the customer in order to ensure that each customer location is able to receive network communication. As these on-site visits are performed the associated revenue and cost are recognized in the period the work is completed. If we install, for an additional fee, new or replacement equipment to an immaterial number of new customer locations, and the equipment immediately becomes the property of the customer, the associated revenue and cost are recorded in the period in which the work is completed.

Research and Development

Research and development costs are expensed when incurred. We expensed $1546,~~754,163~~953 and $21,~~410~~754,~~249~~163 of research and development costs for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

Concentration of Credit Risk

~~F-8~~For the years ended December 31, 2013 and 2012, we had the same customer that individually constituted 83% and 85%, of our total revenues, respectively. The contract with this customer expired in May 2013. Unless we can replace that customer with another similarly large customer or customers, revenues will be declined substantially from comparative periods, which will harm our business.

For the years ended December 31, 2012 and 2011, we had the same customer that individually constituted 85% and 89%, of our total revenues, respectively. Although the initial contract for this customer has expired, we received a contract extension through May 31, 2013 to continue to provide services. Unless we can replace that customer with another similarly large customer or customers, revenues will decline substantially, which will harm our business.

Weighted Average Shares

~~The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2011 and 2012:~~F-8

	For the Year Ended 2011		For the year Ended 2012
Numerator
Net income	$	1,304,446	$	1,602,824
Denominator
Basic weighted average shares outstanding		75,416,916		100,978,223
Effect of dilutive securities:
Stock options and warrants		131,250		2,510,488
Restricted stock units		2,550,000		3,225,133
Diluted weighted average shares outstanding		78,098,166		106,533,844
Net income per common share
Basic	$	0.02	$	0.02
Diluted	$	0.02	$	0.02

The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2012 and 2013:

	For the Year Ended 2012		For the year Ended 2013
Numerator
Net income (loss)	$	1,602,824	$	(2,288,390	)
Denominator
Basic weighted average shares outstanding		100,798,223		109,107,238
Effect of dilutive securities:
Stock options and warrants		2,510,488		--
Restricted stock units		3,225,133		--
Diluted weighted average shares outstanding		106,533,844		109,107,238

Net income (loss) per common share
Basic	$	0.02	$	(0.02	)
Diluted	$	0.02	$	(0.02	)

~~Potentially~~As we experienced a net loss during the year ended December 31, 2013, potentially dilutive securities representing; 24(i) 43,~~597~~068,~~134~~136 options and warrants to purchase shares of common stock, ~~were~~(ii) ~~excluded~~3,093,247 ~~from~~unsettled restricted stock units and (iii) 20,900,000 shares for the ~~computation~~conversion feature of our $5,225,000 convertible notes, were not included in the diluted earnings per common share ~~for~~calculation as the ~~year~~effect ~~ended~~of ~~December~~such ~~31,~~common ~~2011,~~stock ~~because~~equivalents ~~their effect~~ would ~~have~~be ~~been~~ anti-dilutive.

Advertising Expenses

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

F-9

Recent Accounting Pronouncements

~~In June 2011, the FASB issued ASU 2011~~F-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income. This Update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity in order to increase the prominence of other comprehensive income items and to facilitate convergence with IFRS. The Update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements (a statement of income and statement of other comprehensive income). Additionally, adjustments for items reclassified from other comprehensive income to net income must be presented on the face of the financial statements. This Update should be applied retrospectively. For public entities, the Update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the Update is effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This impacts how items for Other Comprehensive Income are presented and the Company will follow the guidance starting in Q1 2012.9

In ~~December~~July ~~2011~~2013, the FASB issued ASU ~~2011~~2013-1109, ~~Balance~~Fair ~~Sheet~~Value Measurement (Topic ~~210~~820) – ~~Disclosures~~Deferral ~~about~~of ~~Offsetting~~the ~~Assets~~Effective ~~and~~Date ~~Liabilities.~~of ~~This~~Certain ~~Update~~Disclosures isfor ~~applicable~~Nonpublic toEmployee ~~all~~Benefit ~~entities~~Plans ~~that have financial instruments and derivative instruments that are either 1) offset~~ in ~~accordance~~Update ~~with~~No. ~~current guidance or 2) subject to an enforceable master netting arrangement~~2011-04. ~~The~~This Update ~~requires~~defers anindefinitely ~~entity~~required ~~with~~disclosures ~~these~~about ~~types~~significant ofunobservable ~~instruments~~inputs toused ~~disclose~~in ~~information~~Level ~~about~~3 ~~offsetting~~measurements ~~and~~for ~~related~~investments ~~arrangements.~~held ~~Both~~by ~~net~~a ~~and~~nonpublic ~~gross~~employee ~~information~~benefit ~~for~~plan ~~these~~in ~~assets~~its ~~and~~plan ~~liabilities~~sponsor’s isown ~~required~~nonpublic toentity beequity ~~disclosed~~securities. This Update is effective ~~for~~upon ~~fiscal years beginning on or after January 1, 2013~~issuance. The Company doesn’t expect this Update to impact ~~the~~its ~~Company’s~~ financials since it does not ~~currently~~issue ~~have~~a ~~any~~ financial ~~instruments~~statement orfor ~~derivative~~nonpublic ~~instruments~~employee ~~that~~benefit ~~are offset~~plans.

In April 2013, the FASB issued ASU 2013-07, Presentation of Financial Statements (Topic 205) – Liquidation Basis of Accounting. This Update requires an entity to use the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent if the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved or (b) a plan for liquidation is being imposed by other forces. The Update also indicates that asset should be measured and presented at the expected amount of cash proceeds to be received upon liquidation. The entity should also present any assets not previously recognized but expects to sell in liquidation or use in settling liabilities (i.e. trademarks, etc.). This Update is effective for periods beginning after December 15, 2013. This Update did not impact our financials since it does not expect liquidation to be imminent in the near future.

In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The main purpose of this Update is to clarify that the disclosures regarding offsetting assets and liabilities per ASU 2011-11 apply to derivatives including embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and lending transactions that are offset or subject to a master netting agreement. Other types of transactions are not impacted. This Update is effective for fiscal years beginning on or after January 1, 2013 and for all interim periods within that fiscal year. The Company doesn’t expect this Update to impact the Company’s financials since it does not have instruments noted in the Update that are offset.

Note 3- Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred losses and have not demonstrated the ability to generate sufficient cash flows from operations to satisfy our liabilities and sustain operations. These factors raise substantial doubt about our ability to continue as a going concern.

Our continuation as a going concern is dependent on our ability to generate sufficient income and cash flow to meet our obligations on a timely basis and to obtain additional financing as may be required. There is no assurance we will be successful in efforts to raise additional funds. The accompanying statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 – Accounts Receivable

Included in our $50,745 and $821,608 net accounts receivable for the years ending December 2013 and 2012, respectively, were (i) $57,655 and $856,462 for billed trade receivables, respectively; (ii) $1,380 and $44,478 of unbilled trade receivables, respectively; (iii) $0 and $1,808 for employee travel advances and other receivables, respectively; less (iv) $8,290 and $81,140 for allowance for uncollectible accounts, respectively.

Included in the numbers above was our single largest customer for each year ended December 31, 2013 and, 2012, which provided 83% and 85% of total revenue and represented 18% and 71% of our trade receivables on December 31, 2013 and 2012, respectively.

F-10

InOur ~~September~~largest ~~2011,~~customer ~~the~~initially ~~FASB~~signed ~~issued~~a ~~ASU 2011~~three-~~08,~~year ~~Intangibles~~agreement -which ~~Goodwill~~has ~~and Other (Topic 350)- Testing Goodwill for Impairment. The objective of this Update is to simplify how entities test goodwill for impairment. This Update~~ now allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step process of (1) comparing the fair value of the reporting unit to its carrying value and (2) test to measure the amount of the impairment loss if the fair value is less than the carrying valueexpired. ~~The~~Unless ~~more~~we ~~likely than not threshold is defined as having a likelihood of more than 50%. The option to first assess qualitative factors~~ can bereplace bypassed and an entity can proceed directly to performing the first step of the two-step goodwill impairment test. Some examples of circumstances to consider are 1) macroeconomic conditions, 2) industry and market conditions, 3) cost factors that ~~have~~customer awith ~~negative~~another ~~impact~~similarly onlarge ~~earnings,~~customer ~~4) overall financial performance such as negative~~ or declining cash flows 5) other relevant entity specific events and 6) sustained decrease in stock price. The Update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15customers, ~~2011.~~revenues Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011 if the financial statements have not been issued. If necessary, the Company will ~~evaluate~~continue ~~whether or not it will utilize the qualitative assessment option prior~~ to ~~performing~~decline ~~the~~substantially ~~first~~from ~~goodwill~~comparative ~~impairment test in 2012~~periods, ~~typically~~which ~~done~~has ~~during~~harmed ~~the~~our ~~4th quarter~~business.

InNote ~~May~~5 ~~2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820)~~ – ~~Amendments~~Equity toFinancing ~~Achieve Common Fair Value Measurements~~ and ~~Disclosure Requirements in US GAAP and IFRSs. The Amendments in this Update will improve~~ the ~~comparability~~Debt of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and IFRSs. The Boards of both organizations worked together to ensure fair value has the same meaning and the measurement and disclosures would be the same other than minor differences in wording. The Amendments explain how to measure fair value and do not require any additional fair value measurements. A couple of the more significant changes are 1) Clarification that quantitative information about unobservable inputs categorized as Level 3 should be disclosed, 2) Specifies that premiums and discounts should be applied in the absence of Level 1 input if market participants would do so, but that premiums or discounts related to size/quantity should not be considered, 3) Additional disclosure requirements for fair value measurements categorized as Level 3, an entity’s us of a nonfinancial asset in a way that differs from the asset’s highest and best use and the categorization by level for items not measured at fair value in the statement of financial position, but for which fair value disclosure is required. The amendments in this Update are to be applied prospectively. The Update is effective during interim and annual periods beginning after December 15, 2011. The Company doesn’t expect this guidance to have a significant impact on its financials since the amount of items disclosed at fair value is minimal, but will ensure the guidance is followed for items disclosed at fair value.Restructuring

Note 3 – Accounts Receivable

Included in our $821,608 and $1,239,903 net accounts receivable for the years ending December 2012 and 2011, respectively, were (i) $856,462 and $1,269,579 for billed trade receivables, respectively; (ii) $44,478 and $23,814 of unbilled trade receivables, respectively; (iii) $1,808 and $0 for employee travel advances and other receivables, respectively; less (iv) $81,140 and $53,490 for allowance for uncollectible accounts, respectively.

Included in the numbers above is our single largest customer for each year ended December 31, 2012 and, 2011, which provided 85% and 89% of total revenue and represented 71% and 79% of our trade receivables on December 31, 2012 and 2011, respectively.

Our largest customer initially signed a three-year agreement which has now expired, although we did receive a contract extension through May 31, 2013 to continue to provide services. Unless we can replace that customer with another similarly large customer or customers, revenues will decline substantially, which will harm our business.

F-11

Note 4 – Equity Financing and the Debt Restructuring

2012 Equity Financing and the Debt Restructuring

On March 26, 2012, we closed on an equity financing (the “2012 Equity Financing”) as well as a restructuring of our outstanding senior convertible indebtedness (the “2012 Debt Restructuring”) resulting in complete satisfaction of our senior indebtedness.

We entered into an Engagement Agreement, dated October 28, 2011, with MDB Capital Group, LLC (“MDB”), pursuant to which MDB agreed to act as the exclusive agent of the Company on a “best efforts” basis with respect to the sale of up to a maximum gross consideration of $6,000,000, subsequently verbally increased to $10,000,000, of the Company’s securities, subject to a minimum gross consideration of $3,000,000. The Company agreed to pay to MDB a commission of 10% of the gross offering proceeds received by the Company, to grant to MDB warrants to acquire up to 10% of the shares of our common stock and warrants issued in the financing, and to pay the reasonable costs and expenses of MDB related to the offering.

Pursuant to the Engagement Agreement, we entered into a Securities Purchase Agreement (“SPA”) dated March 23, 2012 with select institutional and other accredited investors for the private placement of 27,800,000 units of our securities. The SPA included a purchase price of $0.25 per unit, with each unit consisting of one share of common stock and two forms of Warrant: (1) The “A” Warrant grants the investors the right to purchase an additional share of common stock for each two shares of common stock purchased, for a term of six years and at an exercise price of $0.35 per share; and (2) The “B” Warrant will not be exercisable unless and until the occurrence of a future issuance of stock at less than $0.25 per share, but, in the event of such issuance, grants the investors the right to acquire additional shares at a price of $0.05 to reduce the impact of the dilution caused by such issuance, but in no event shall the number of shares to be issued under the B Warrant cause us to exceed the number of authorized shares of common stock. The shares in excess of our authorized shares that would have been issuable under the B Warrant shall be “net settled” by payment of cash in an amount equal to the number of shares in excess of the authorized common shares multiplied by the closing price of our common stock as of the trading day immediately prior to the applicable date of the exercise of such B Warrant. The holders of the B Warrants agreed in December ~~2012~~2013 to amend the terms of the B Warrant to reduce the amount of subsequent financing required to extinguish the B Warrants with the result that the B Warrants have now been extinguished.

Net proceeds from the 2012 Equity Financing, after deducting the commissions and the estimated legal, printing and other costs and expenses related to the financing, were approximately $6.1 million. Coincident to the closing of the 2012 Equity Financing, we also closed on the 2012 Debt Restructuring. In connection therewith, the Company paid $2,750,000 to Castlerigg Master Investment Ltd. (“Castlerigg”), and issued to Castlerigg 2,000,000 shares of common stock in full and complete satisfaction of the senior convertible note and all accrued interest. In consideration of negotiating the 2012 Debt Restructuring, we issued to one of our placement agents 586,164 shares of our common stock and paid them $275,041.

In December 2011, we entered into a loan with 7 accredited individuals and entities under the terms of which we borrowed $1,300,000 to be used as working capital (“Bridge Loan”). The Bridge Loan bears an interest rate of 18% per annum and had a maturity date of February 28, 2012, which was subsequently extended to the earlier of the date nine months from the original maturity date or the date we close on an additional sale of our securities that results in gross proceeds to us of $12 million. In consideration of the Bridge Loan we granted to the holders of the Bridge Loan warrants with a five year term to purchase 357,500 shares of our common stock at an exercise price of $0.65 per share. In consideration of the extension of the maturity date of the Bridge Loan, we granted the holders of the Bridge Loan warrants with a six year term to purchase 247,500 shares of our common stock at an exercise price of $0.35 per share.

F-11

F-12

In connection with the 2012 Equity Financing and under the terms of the SPA, the Company agreed to prepare and file, within 60 days following the issuance of the securities, a registration statement covering the resale of the shares of common stock sold in the financing and the shares of common stock underlying the Warrants. The Company filed the registration statement on April 9, 2012 and it was declared effective on August 1, 2012.

On April 5, 2012 we secured an additional $154,000 from 1 company and 4 individuals (three of which are members of our Board of Directors) on the same terms and conditions as the investors of the 2012 Equity Financing. As a result of this funding we issued 616,000 shares of our common stock and A warrants totaling 400,400 of which 308,000 were issued to investors and 92,400 were issued to our investment banker.

All warrants listed below were issued with price protection provisions and were accounted for as derivative liabilities. The A Warrants were valued using the Black Scholes pricing model ~~and the B Warrants were valued using the Geometric Brownian Motion methodology with a risk neutral Monte Carlo approach~~.

Common Shares Issued

Number of A Warrants

Value of A Warrants

~~Value of B Warrants~~

~~Total Warrant Value~~

Investors

24,816,000

12,408,000

~~469~~5,~~464~~677

~~39,387~~

~~508,851~~

Bridge Loan Conversion

1,600,000

800,000

~~30,268~~366

~~2,539~~

~~32,807~~

Equipment Finance Conversion

2,000,000

1,000,000

~~37,836~~458

~~3,174~~

~~41,010~~

Agency

4,262,400

~~161~~1,~~270~~951

~~13,531~~

~~174,801~~

Total

28,416,000

18,470,400

~~698~~8,~~838~~452

~~58,631~~

~~757,469~~

We recorded an aggregate derivative liability of $8,452 and $757,469 as of December 31, 2013 and 2012, respectively related to the reset feature of the A warrants ~~and the B warrants~~ mentioned above. A derivative valuation gain of $749,017 and $4,365,323 was recorded to reflect the change in value of the aggregate derivative liability from December 31, 2012 and the time the warrants issued, respectively. The aggregate derivative liability of $~~757~~8,~~469~~452 was calculated ~~as follows: (1) $698,838 for the reset feature of the A warrants~~ using ~~the~~a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 01.7227%, (ii) expected life (in years) of 54.2; (iii) expected volatility of 8596.4977%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.~~08 and (2) $58,631 for the B warrants using the Geometric Brownian Motion methodology with a risk neutral Monte Carlo approach~~005.

2010 Equity Financing and the Debt Restructuring

On December 24, 2010, we closed on an equity financing (the “Equity Financing”) as well as a restructuring of our then outstanding convertible indebtedness (the “Debt Restructuring”). The Equity Financing and the Debt Restructuring are described as follows.

We entered into a Placement Agency Agreement, dated December 17, 2010, with Philadelphia Brokerage Corporation (“PBC”), pursuant to which PBC agreed to act as the exclusive agent of the Company on a “best efforts” basis with respect to the sale of up to a maximum gross consideration of $15,000,000 of units of the Company’s securities, subject to a minimum gross consideration of $10,000,000. The units consisted of two shares of our common stock and one warrant to purchase a share of our common stock. The Company agreed to pay PBC a commission of 8% of the gross offering proceeds received by the Company, to issue PBC 40,000 shares of its common stock for each $1,000,000 raised, and to pay the reasonable costs and expenses of PBC related to the offering. The Company also agreed to pay PBC a restructuring fee in the amount of approximately $180,000 upon the closing of the Equity Financing and the simultaneous Debt Restructuring.

F-13

Pursuant to the Placement Agency Agreement, we entered into Subscription Agreements dated December 23, 2010 with select institutional and other accredited investors for the private placement of 12,500,000 units of our securities. The Subscription Agreements included a purchase price of $1.20 per unit, with each unit consisting of two shares of common stock and one warrant to purchase an additional share of common stock. The warrants have a term of five years and had an exercise price of $1.00 per share which was reset to $0.78 pursuant to the 2012 Equity Financing.

F-12

Net proceeds from the Equity Financing, after deducting the commissions and debt restructuring fees payable to PBC and the estimated legal, printing and other costs and expenses related to the financing, were approximately $13.5 million. We used a portion of the net proceeds of the Equity Financing to pay down debt and the remainder was used for working capital.

On November 29, 2010, we entered into a bridge loan transaction with three accredited investors pursuant to which we issued unsecured notes in the aggregate principal amount of $1.0 million. Upon the closing of the Equity Financing, the lenders converted the entire principal amount plus accrued interest into the same units offered in the Equity Financing and the proceeds from the bridge loan transaction were treated as funds raised with respect to the financing.

In connection with the Equity Financing and under the terms of the Subscription Agreements, the Company agreed to prepare and file, and did file, within 60 days following the issuance of the securities, a registration statement covering the resale of the shares of common stock sold in the financing and the shares of common stock underlying the warrants. The registration statement was declared effective June 16, 2011 satisfying the obligation contained in the Subscription Agreements.

On December 24, 2010, we also closed on the Debt Restructuring. In connection therewith, we (i) issued an Amended and Restated Senior Convertible Note in the principal amount of $5.5 million (the “Amended and Restated Note”) to Castlerigg Master Investment Ltd. (“Castlerigg”), (ii) paid $2.5 million in cash to Castlerigg, (iii) cancelled warrants previously issued to Castlerigg that were exercisable for a total of 5,208,333 shares of common stock, (iv) issued 800,000 shares of common stock to Castlerigg in satisfaction of an obligation under a prior loan amendment, (v) entered into the Letter Agreement pursuant to which we paid Castlerigg an additional $2.75 million in cash in lieu of the issuance of $3.5 million in stock and warrants as provided in the loan restructuring agreement under which the Amended and Restated Note and other documents were issued (the “Loan Restructuring Agreement”), and (vi) entered into an Investor Rights Agreement with Castlerigg dated December 23, 2010. As a result of the foregoing, Castlerigg forgave approximately $7.2 million of principal and accrued but unpaid interest.

The Amended and Restated Note, dated December 23, 2010, was a senior, unsecured note that matured in three years from the closing and bore interest at an annual rate of 6.25%, payable semi-annually. We paid the first year’s interest of $350,434 at the closing. The Amended and Restated Note was convertible into shares of common stock at a conversion price of $1.35 per share, subject to adjustment. The Amended and Restated Note was convertible in whole or in part at any time upon notice by Castlerigg to us. The Amended and Restated Note also contained various restrictions, acceleration provisions and other standard and customary terms and conditions. Two of our consolidated subsidiaries guaranteed our obligations under the Amended and Restated Note.

F-13

During the three months ended March 31, 2011, we issued Castlerigg 400,000 warrants pursuant to a waiver agreement dated March 10, 2011 allowing the issuance of shares and warrants for the conversion of the AR Note Payable without adjusting the conversion price of the Amended and Restated Senior 6.25% Convertible Note. These warrants contain full-ratchet anti-dilution price protection provisions in the event the Company issues stock or convertible debt with a purchase price or conversion price less than the conversion price described above and were accounted for as embedded derivatives and valued on the transaction date using a Black Scholes pricing model. During the three and six months ended June 30 ,2011 the warrant holder exercised these warrants using a cashless provision resulting in the company issuing 372,272 shares of our common stock. A valuation gain of $144,000 was recorded to reflect the change in value of the aggregate derivative from the time of issue to the date of conversion.

F-14

In connection with the Debt Restructuring, the Company amended the note with the holder of a $1.0 million unsecured convertible note, pursuant to which the maturity date of the note was extended to December 31, 2013. We also issued 150,000 shares and 75,000 warrants to acquire our common stock at $.90 per share to the holder of this note as consideration to extend the term of the note.

A portion of the net proceeds from the 2012 Equity Financing was used to close on the 2012 Debt Restructuring therewith. The Company paid $2,750,000 and issued 2,000,000 shares of common stock valued at $760,000 to Castlerigg in satisfaction of the $5,500,000 senior convertible note and $680,816 of accrued interest.

Investor warrants totaling 12,499,980 issued under the Subscription Agreements contain price protection adjustments in the event we issue new common stock or common stock equivalents in certain transactions at a price less than $1.00 per share and were accounted for as embedded derivatives and valued on the transaction date using a Black Scholes pricing model. The exercise price has been reset to $0.7312 per share due to subsequent financings.

We recorded an aggregate derivative liability of $~~109,400~~499 and $2109,~~785,000~~400 as of December 31, ~~2012~~2013 and ~~2011,~~2012 respectively, related to the reset feature of the warrants issued under the Placement agency Agreement. A derivative valuation gain of $2108,~~765,600~~901 and $72,~~875~~765,~~000~~600, respectively, were recorded to reflect the change in value of the aggregate derivative liability since December 31, ~~2011~~2012 and December 31, ~~2010~~2011, respectively. The aggregate derivative liability of $~~109,400~~499 for the conversion feature of the note was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.3638%, (ii) expected life (in years) of 32.0; (iii) expected volatility of 85120.1096%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08005.

Note 56 – Notes Payable

The recorded value of our notes payable (net of debt discount) for the years ending December 31, ~~2012~~2013 and ~~2011~~2012 was as follows:

	December 31, 2011			December 31, 2012
	December 31, 2012			December 31, 2013
2012 Secured Convertible Notes	$	--2,428,166		$	24,~~428~~225,~~166~~000
Unsecured Convertible Note		~~340~~673,~~504~~840			~~673~~1,~~840~~000,000
Amended and Restated Senior 6.25% Convertible Note	$	6,180,816		$	--
Unsecured Interest Note		--			20,000
Bridge Loan Note Payable		1,196,141			--
Total		3,102,006			5,245,000
Equipment Purchase and Sale Agreement		700,000			--
Less Current Portion		(3,102,006	)		(5,245,000	)
Total		8,417,461			3,102,006
Total Long-term	$	--		$	--
Less Current Portion		(2,068,016	)		(3,102,006	)
Total Long-term	$	6,349,445		$	--

F-1514

2012 Secured Convertible Notes

We engaged Philadelphia Brokerage Corporation to raise funds through the issuance of convertible promissory notes. We anticipated issuing promissory notes with an aggregate principal amount of up to $5,000,000 (“2012 Convertible Debt Offering”). As of December 31, ~~2012~~2013 we have issued notes having an aggregate principal value of $34,~~050~~225,000 as explained below. The notes are due and payable on or before ~~July~~December 1331, 2013 and remain unsatisfied at the current date. The notes bear interest at 12% per annum and may convertible to common stock at a $.25 per share conversion price. We also granted holders of the notes warrants with a five year life to acquire up to 200,000 shares of our common stock for each $100,000 of principal amount of the convertible notes. The notes are secured by all of our assets with the exception of the equipment and receivables secured by the equipment lessor for equipment used in providing services for our largest customer’s digital signage network.

In July 2012, we entered into a note and warrant purchase and security agreement with individual investors and broke escrow on the initial funding under the 2012 Convertible Debt Offering, the principal amount of which was $1,900,000, which included the conversion of $900,000 of previously issued short term debt (See Bridge Loan described above) to the 2012 convertible Debt Offering, which extinguished the Bridge Loan. Of the $1,000,000 non-converted principal amount, we realized $923,175 of cash in the initial closing and issued warrants to acquire 3,800,000 shares of our common stock. We paid $76,825 in investment banking fees and costs of the offering.

In August 2012, we continued sales of convertible debt under the 2012 Convertible Debt Offering by issuing short term debt with a principal amount of $900,000, issued warrants to acquire 1,800,000 shares of our common stock, from which we realized cash of $851,624 after payment of investment banking fees of $48,376.

In December 2012, we continued sales of convertible debt under the 2012 Convertible Debt Offering by issuing short term debt with a principal amount of $250,000, issued warrants to acquire 500,000 shares of our common stock to one member of our Board of Directors.

In January 2013, we continued sales of convertible debt under the 2012 Convertible Debt Offering by issuing short term debt with a principal amount of $425,000, issued warrants to acquire 850,000 shares of our common stock to; (i) one member of our Board of Directors, (ii) three individuals and (iii) two companies.

In August 2013, we converted the $750,000 principal balance of 2013 Accounts Receivable Purchase Agreement into our 2012 Convertible Debt Offering through the issuance of short term debt. No warrants were issued with respect to this transaction.

The notes and warrants mentioned above were issued with price protection provisions and were accounted for as derivative liabilities and valued on the dates issued using a Black-Scholes pricing model.

We recorded an aggregate derivative liability of $74,500 as of December 31, 2012, related to the conversion feature of the note. A derivative valuation gain of $423,500 was recorded to reflect the change in value of the aggregate derivative liability from the time the notes were issued. The aggregate derivative liability of $74,500 was calculated as follows using ~~the~~a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.11%, (ii) expected life (in years) of 0.50; (iii) expected volatility of 129.08%, (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08.

Additionally, we recorded an aggregate derivative liability of $2,654 and $183,000 as of December 31, 2013 and 2012, respectively related to the warrant reset provision. A derivative valuation gain of $180,346 and $442,000 was recorded to reflect the change in value of the aggregate derivative liability from December 31, 2012 and the time the warrants were issued, respectively. The aggregate derivative liability of $~~183~~2,~~000~~654 was calculated as follows using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 01.6302%, (ii) expected life (in years) of 43.5060; (iii) expected volatility of 85101.7548%, (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08005.

F-15

The principal value of $4,225,000 of the secured convertible note is being accreted over the amended term of the obligation, for which $684,760 and $501,166 was included in interest expense for each the years ended December 31, 2013 and 2012, respectively. The note bears a 12% annual interest rate and for the years ended December 31, 2013 and 2012, $448,792 and $149,227, respectively were included in interest expense.

Unsecured Convertible Note

On September 29, 2006, we entered into a letter of understanding with Triage Capital Management, or Triage, dated September 25, 2006. The letter of understanding provided that Triage loan $1,000,000 to us in exchange for us entering into, on or prior to October 30, 2006, a convertible note securities agreement. It was intended that the funding provided by Triage be replaced by a convertible note and accompanying warrants, as described below. Effective November 2, 2006, we entered into securities purchase agreement, a 5% convertible note, a registration rights agreement, and four classes of warrants to purchase our common stock, all of which were with an individual note holder, the controlling owner of Triage, who caused our agreement with Triage to be assigned to him, which satisfied our agreement with Triage.

F-16

Pursuant to the securities purchase agreement, (i) we sold to the convertible note holder a three-year convertible note in the principal amount of $1,000,000 representing the funding received by us on September 29, 2006; (ii) the convertible note bears an annual interest rate of 5%, payable semi-annually in cash or shares of our common stock; (iii) the convertible note is convertible into shares of our common stock at a conversion price of $1.50 per share subject to full-ratchet anti-dilution price protection provisions ; and (iv) we issued to the convertible note holder four classes of warrants (A Warrants, B Warrants, C Warrants and D Warrants), which give the convertible note holder the right to purchase a total of 5,500,000 shares of our common stock as described below. The A and B Warrants originally expired one year after the effective date of a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), to register the subsequent sale of shares received from exercise of the A and B Warrants. The C Warrants and D Warrants originally expired eighteen months and twenty four months, respectively, after the effective date of a registration statement to be filed under the Securities Act. The A Warrants grant the convertible note holder the right to purchase up to 750,000 shares of common stock at an exercise price of $1.60 per share, the B Warrants grant the convertible note holder the right to purchase up to 750,000 shares of common stock at an exercise price of $1.75 per share, the C Warrants grant the convertible note holder the right to purchase up to 2,000,000 shares of common stock at an exercise price of $2.10 per share, and the D Warrants grant the convertible note holder the right to purchase up to 2,000,000 shares of common stock at an exercise price of $3.00 per share.

During the year ended December 31, 2007, the convertible note holder exercised 454,000 A Warrants. We entered into an exchange agreement dated October 31, 2007 in which the convertible note holder received 650,000 shares of our common stock in exchange for cancellation of the C and the D Warrants. The expiration date of the A Warrants and the B Warrants was extended from January 11, 2008 to December 3, 2008. During the year ended December 31, 2008, the convertible note holder exercised 64,400 A Warrants. On December 3, 2008, the remaining 231,600 A Warrants and 750,000 B Warrants were unexercised and expired.

On December 23, 2009 we entered into an amendment with the holder of our unsecured convertible note in the principal amount of $1.0 million which (i) extended the note maturity date to December 22, 2010 and (ii) increased the annual rate of interest from 5% to 8% commencing October 16, 2009. All other terms and conditions of the note remain unchanged.

On December 24, 2010 we closed on a Debt Restructuring as mentioned above, In connection with that Debt Restructuring the Company amended the note with the holder of a $1.0 million unsecured convertible note, pursuant to which the maturity date of the note was extended to December 31, 2013 and remains currently unsatisfied. We issued 150,000 shares to the holder of this note as consideration to extend the term of the note.

F-16

During March 2011, we issued 135,369 shares of common stock to the holder of our unsecured convertible note in satisfaction of $81,221 of accrued interest on the unsecured convertible note. Also in connection with the satisfaction of the accrued interest we granted to the holder a warrant to acquire up to 221,758 additional shares of our common stock at an exercise price of $0.96 per share. The warrant is exercisable at any time for a five-year period. For the year ended December 31, 2011, the $157,400 value of the warrant was included in interest expense.

We recorded an aggregate derivative liability of $46,400 ~~and $300,000 as~~ of December 31, 2012 ~~and 2011, respectively,~~ related to the conversion feature of the note. A derivative valuation gain of $253,600 ~~and $1,101,900, respectively,~~ was recorded to reflect the change in value of the aggregate derivative liability since December 31, 2011 ~~and December 31, 2010, respectively~~. The aggregate derivative liability of $46,400 for the conversion feature of the note was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.16%, (ii) expected life (in years) of 1.0; (iii) expected volatility of 112.04%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08.

In connection with the amendment mentioned above, the principal value of the note is being accreted due to the difference in the value of the conversion feature before and after the amendment. The principal value of $1,000,000 of the unsecured convertible note was accreted over the amended term of the obligation, for which $326,160 and $333,336 was included in interest expense for each the years ended December 31, ~~2012~~2013 and ~~2011. The note bears an 8% annual interest rate payable semi-annually~~2012, ~~and for each the years ended December 31, 2011 and 2010, $80,000, was included in interest expense~~respectively.

FThe note bears an 8% annual interest rate payable semi-17annually, and for each the years ended December 31, 2013 and 2012, $80,000, was included in interest expense.

Unsecured Interest Note

On April 17, 2013, we entered into a promissory note with the holder of our Unsecured Convertible Note in the amount of $20,000. The note was to satisfy unremitted interest due the holder on the Unsecured Convertible Note at that time. The note bears a 12 % per annum interest rate and was due on December 31, 2013. The principal and accrued interest due remain unsatisfied at the current date.

Senior Unsecured 6.25% Convertible Note

On December 24, 2007, we entered into a securities purchase agreement in which we raised $15,000,000 (less $937,000 of prepaid interest). We used the proceeds from this financing to support our CodecSys commercialization and development and for general working capital purposes. Pursuant to the financing, we issued a senior secured convertible note in the principal amount of $15,000,000 (which principal amount has been increased as discussed below).The senior secured convertible note was originally due December 21, 2010, but was extended to December 21, 2013 and has been subsequently retired. The senior secured convertible note bore interest at 6.25% per annum (which rate has been changed as discussed below) if paid in cash. Interest for the first year was prepaid at closing. Interest-only payments thereafter in the amount of $234,375 are due quarterly and commenced in April 2009. Interest payments may be made through issuance of common stock in certain circumstances or may be capitalized and added to the principal. The original principal of the note was convertible into 2,752,294 shares of our common stock at a conversion price of $5.45 per share, convertible any time during the term of the note. We granted a first priority security interest in all of our property and assets and of our subsidiaries to secure our obligations under the note and related transaction agreements. In August 2009 we received a waiver from the note holder releasing their security interest for the equipment purchased under our sale lease back financing.

In connection with the 2007 financing, the senior secured convertible note holder received warrants to acquire 1,875,000 shares of our common stock exercisable at $5.00 per share. We also issued to the convertible note holder 1,000,000 shares of our common stock valued at $3,750,000 and incurred an additional $1,377,000 for commissions, finder’s fees and other transaction expenses, including the grant of a three-year warrant to purchase 112,500 shares of our common stock to a third party at an exercise price of $3.75 per share, valued at $252,000. A total of $1,377,000 was included in debt offering costs and is being amortized over the term of the note.

F-17

From March 26, 2010 through October 29, 2010, we entered into a series of amendments to the senior secured convertible note. Each of these amendments is described below.

On March 26, 2010, we entered into an amendment and extension agreement with the holder of the senior secured convertible note. The agreement conditionally amended the maturity date of the note to December 21, 2011. If we are unsuccessful in raising at least $6.0 million in equity financing before September 30, 2010, the maturity date of the note will automatically be restored to its original date of December 21, 2010. In consideration of entering into the agreement, the note holder was issued 1,000,000 shares of our restricted common stock valued at $990,000. In addition, we agreed to the inclusion of three additional terms and conditions in the note: (i) from and after the additional funding, we will be required to maintain a cash balance of at least $1,250,000 and provide monthly certifications of the cash balance to the note holder; (ii) we will not make principal payments on our outstanding $1.0 million unsecured convertible note without the written consent of the holder of the senior secured convertible note; and (iii) we will grant board observation rights to the note holder. Given these additional terms, unless the senior secured convertible note holder provides consent, of which there can be no assurance, we will be precluded from repaying the $1.0 million unsecured convertible note when it becomes due on December 22, 2010.

On July 30, 2010, we entered into a further amendment agreement with the holder of the senior secured convertible note regarding the note and warrant reset provisions. The July 30, 2010 amendment conditionally amended the maturity date of the note to June 21, 2012. If we are unsuccessful in raising the $6.0 million in equity financing referenced above, the maturity date of the note will automatically be restored to its original date of December 21, 2010. The holder of the note agreed to a conversion price of the note of $1.80 per share instead of the price at which we sell equity between now and September 30, 2010 and reduced the required cash balance referenced in the March 26, 2010 amendment above from $1,250,000 to $950,000. In addition, the number of warrants originally granted to the holder pursuant to the 2007 financing increased from 1,875,000 to 5,208,333 and were exercisable at $1.80 per share instead of $5.00 per share. The warrants continued to be exercisable any time for the five years from the original date of grant. In consideration of entering into the July 30, 2010 amendment the note holder was issued 2,000,000 shares of common stock and would be issued an additional 800,000 shares of our common stock contingent upon completion of the required equity raise.

F-18

On September 27, 2010, we entered into a further amendment agreement with the holder of the senior secured convertible note regarding the note. Pursuant to this amendment, the due date for the required equity financing was extended to October 31, 2010.

On October 29, 2010, we entered into a fourth amendment agreement with the holder of the senior secured convertible note regarding the note and warrant provisions. The fourth amendment (i) increased the amount of the required equity raise to $8.0 million, approximately $2.5 million of which had been raised or committed by investors at the time of the amendment; (ii) extended the time in which we can complete the equity financing to December 3, 2010; (iii) deleted the provision of the senior secured convertible note that granted the Company the option to redeem the note prior to its maturity date; (iv) changed the conversion price of the note upon successful completion of the required capital raise to an amount equal to 150% of the lowest price at which Company common stock is sold during calendar year 2010; (v) changed the exercised price of the warrants to an amount equal to 150% of the lowest price at which Company common stock is sold during calendar year 2010; (vi) provides that if we are successful in completing the required capital raise the number of warrants will be increased as currently provided in the 6.25% senior secured convertible promissory note; and (vii) extended the expiration date of the warrants to December 31, 2013.

If the additional funding was not completed by December 3, 2010, certain provisions of the prior amendments became void in that the maturity date will revert back to December 21, 2010, the conversion price became the lowest price at which equity securities had been sold, the exercise price became the lowest price at which equity securities have been sold, the number of warrants then outstanding would be determined by the original purchase documents, and the Company would not have an obligation to maintain a balance of cash and marketable securities equal to $950,000.

F-18

On December 24, 2010, we closed on the Debt Restructuring. In connection therewith, we (i) issued an Amended and Restated Senior Convertible Note in the principal amount of $5.5 million (the “Amended and Restated Note”) to Castlerigg Master Investment Ltd. (“Castlerigg”), (ii) paid $2.5 million in cash to Castlerigg, (iii) cancelled warrants previously issued to Castlerigg that were exercisable for a total of 5,208,333 shares of common stock, (iv) issued 800,000 shares of common stock to Castlerigg in satisfaction of an obligation under a prior loan amendment, (v) entered into the Letter Agreement pursuant to which we paid Castlerigg an additional $2.75 million in cash in lieu of the issuance of $3.5 million in stock and warrants as provided in the loan restructuring agreement under which the Amended and Restated Note and other documents was issued (the “Loan Restructuring Agreement”), and (vi) entered into an Investor Rights Agreement with Castlerigg dated December 23, 2010. As a result of the foregoing, Castlerigg forgave approximately $7.2 million of principal and accrued but unpaid interest. The Debt Restructuring was considered a troubled-debt restructuring and a gain on debt restructuring of $3,062,457 was recorded during the year ended December 31, 2010, which was the difference between the adjusted carrying value of the original note and the carrying value of the Amended and Restated Note.

The Amended and Restated Note, dated December 23, 2010, is a senior, unsecured note that matures in three years from the closing and bore interest at an annual rate of 6.25%, payable semi-annually. We paid the first year’s interest of approximately $344,000 at the closing. The Amended and Restated Note is convertible into shares of common stock at a conversion price of $1.35 per share, subject to adjustment. The Amended and Restated Note is convertible in whole or in part at any time upon notice by Castlerigg to us. The Amended and Restated Note also contains various restrictions, acceleration provisions and other standard and customary terms and conditions. Two of our consolidated subsidiaries guaranteed our obligations under the Amended and Restated Note.

The Investor Rights Agreement provides Castlerigg with certain registration rights with respect to the Company’s securities held by Castlerigg. These registration rights include an obligation of the Company to issue additional warrants to Castlerigg if certain registration deadlines or conditions were not satisfied. The agreement also contains full-ratchet anti-dilution price protection provisions in the event the Company issues stock or convertible debt with a purchase price or conversion price less than the conversion price described above.

F-19

On March 26, 2012, we closed on an equity financing (the “2012 Equity Financing”), as well as a restructuring of our outstanding senior convertible indebtedness (the “2012 Debt Restructuring”), resulting in complete satisfaction of our senior indebtedness under the Amended and Restated Note.

A portion of the net proceeds from the 2012 Equity Financing was used to close on the 2012 Debt Restructuring. The Company paid $2,750,000 and issued 2,000,000 shares of common stock valued at $760,000 in satisfaction of the Amended and Restated Note and remaining interest value of $680,816. In consideration of negotiating the 2012 Debt Restructuring and amending our agreement with our placement agent, we paid $275,041 and issued 586,164 shares of our common stock valued at $222,742 to our placement agent, and recognized a $2,173,033 gain on extinguishment of debt as a result of this retirement.

With the retirement of the Amended and Restated Note we recorded no aggregate derivative liability at December 31, 2013 or 3012. However for the year ended December 31, 2012, ~~however~~ (at the date of retirement) we recorded a derivative valuation gain of $203,700, related to the conversion feature of the Amended and Restated Note to reflect the change in value of the aggregate derivative from December 31, 2011 to the date of retirement. The derivative value of $81,500 at the date of retirement was recorded as additional paid in capital.

We recorded an aggregate derivative liability of $285,200 at December 31, 2011, related to the conversion features of the Amended and Restated Note and the conversion feature and warrants related to the Original Note. A derivative valuation gain of $2,322,200 was recorded during the year ended December 31, 2011 to reflect the change in value of the aggregate derivative.

The $6,180,816 value of the Amended and Restated Note at December 31, 2011 consists of $5,500,000 for the principal due of the note plus $680,816 for aggregate future interest due of which $171,875 is payable in 2012 and has been included in current debt obligations at December 31, 2011 and was retired pursuant to the 2012 Debt Restructuring noted above.

Accounts Receivable Purchase Agreements

During the year ended December 31, 2010 we entered into two Accounts Receivable Purchase Agreements with one individual for an aggregate amount of $775,000. During the year ended December 31, 2011 we remitted $100,000 of the principal balance plus accrued interest of $8,360 and converted the remaining $675,000 of principal balance plus $109,292 of accrued and unpaid interest into 1,307,153 shares of our common stock and warrants to purchase an additional 653,576 shares of our common stock. The warrants contain anti-dilution price protection provisions in the event the Company issues stock or convertible debt with a purchase price or conversion price less than $1.00 per share. The current exercise price has been reset to $0.725 per share due to subsequent financings.

We recorded an aggregate derivative liability of $5,900 and $156,300 as of December 31, 2012 and 2011, respectively, related to the conversion feature of the note. A derivative valuation gain of $253,600 and $293,800, respectively, was recorded to reflect the change in value of the aggregate derivative liability since December 31, 2011 and December 31, 2010, respectively. The aggregate derivative liability of $5,900 for the conversion feature of the note was calculated using the BlackF-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.36%, (ii) expected life (in years) of 3.20; (iii) expected volatility of 83.16%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08.19

We recorded an aggregate derivative liability of $28 and $5,900 as of December 31, 2013 and 2012, respectively, related to the warrant reset provision of the warrants. A derivative valuation gain of $5,872 and $253,600, respectively, was recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012 and December 31, 2011, respectively. The aggregate derivative liability of $28 for the warrant reset provision of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.48%, (ii) expected life (in years) of 2.20; (iii) expected volatility of 119.11%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.005.

Bridge Loan

On December 28, 2011 we entered into a Note and Warrant Purchase and Security Agreement with seven individuals for an aggregate of $1,300,000 (“Bridge Loan”) to be used as working capital. The note bears an annual interest rate of 18%, payable monthly in cash. Additionally, we granted to the holders of the Bridge Loan warrants with a five year term to purchase an aggregate of 357,500 shares of our common stock at an exercise price of $0.65. The note was due on February 28, 2012, but the term was subsequently extended to the earlier of the date nine months from the original maturity date or the date we closed on an additional sale of our securities that resulted in gross proceeds to us of $12 million. In consideration of the extension of the maturity date of the Bridge Loan, we granted the holders of the Bridge Loan warrants with a six year term to purchase 247,500 shares of our common stock at an exercise price of $0.35 per share. This note is collateralized by a security interest in all of our accounts receivable

F-20

In connection with the Bridge Loan, we paid an $84,500 placement fee and issued warrants to purchase 65,000 shares of our common stock at an exercise price of $0.65 per share and subsequently reset to $0.53, to our investment banker for services in completing the above transaction and paid a $3,000 escrow fee to the Escrow Agent in exchange for holding the funds prior to their disbursement to us.

On March 26, 2012, we closed on the 2012 Equity Financing and under the terms of the associated securities purchase agreement, two of the above described bridge lenders converted the principal balance of their portion of the bridge loan in the amount of $400,000 to common stock and warrants as part of and on the same terms as the 2012 Equity Financing, reducing the outstanding principal balance to $900,000. The warrants issued had a total value of $222,426 which resulted in a loss on extinguishment of debt of $222,426. The aggregate derivative liability and valuation gain or loss for the warrants issued for the converted portion of the principal balance are included in the aggregate of 2012 Equity Financing information.

All warrants mentioned above were issued with price protection provisions and were accounted for as derivative liabilities and valued using a Black Scholes pricing model.

On July 13, 2012 the $900,000 principal balance was retired and was included as part of the 2012 Convertible Note (as described below) and recorded a (i) $93,661 loss on extinguishment of debt related to the remaining un-accreted portion of the note and (ii) $53,160 expense related to unrecognized offering costs, at the time of retirement.

At December 31, 2013 and 2012 we recorded an aggregate derivative liability of $44 and $7,400, respectively related to the reset provision for the original and placement warrants issued. A derivative valuation gain of $7,356 and $136,300 was recorded to reflect the change in value of the aggregate derivative liability from December 31, 2012 and 2011, respectively. The aggregate derivative liability of $~~7,400~~44 for the reset provision of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.5478%, (ii) expected life (in years) of 43.0; (iii) expected volatility of 82103.5527%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08005.

At December 31, 2012 we recorded an aggregate derivative liability of $7,200 related to the reset provision for the warrants issued for an extension of the maturity date. A derivative valuation gain of $89,325 was recorded to reflect the change in value of the aggregate derivative liability from the time the warrants were issued. The aggregate derivative liability of $7,200 for the reset provision of the warrants was calculated using the BlackF-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.54%, (ii) expected life (in years) of 4.0; (iii) expected volatility of 82.55%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08.20

~~The~~At ~~principal~~December ~~value~~31, 2013 and 2012 we recorded an aggregate derivative liability of ~~the~~$59 ~~note~~and ~~was~~$7,200, ~~being~~respectively ~~accreted~~related ~~over~~to the ~~amended~~reset ~~term~~provision offor the ~~obligation,~~warrants issued for ~~which~~an extension of the maturity date. A derivative valuation gain of $~~106~~7,~~723~~141 and 7$89,~~041~~325 ~~were~~was ~~included~~recorded into ~~interest~~reflect ~~expense~~the ~~for~~change in value of the ~~years~~aggregate ~~ended~~derivative liability from December 31, 2012 and ~~2011~~the time the warrants were issued, respectively. The ~~note~~aggregate ~~bore~~derivative anliability ~~18%~~of ~~annual~~$59 for the reset provision of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.78%, ~~and~~(ii) ~~for~~expected ~~the~~life (in years) ~~ended~~of ~~December~~3.0; ~~31,~~(iii) ~~2012~~expected ~~and~~volatility ~~2011,~~of ~~$100,899~~103.27%; ~~and~~(iv) ~~$2,564,~~expected ~~respectively~~dividend ~~were~~yield ~~included~~of in0.00%; ~~interest~~and ~~expense~~(v) stock trading price of $0.005.

The principal value of the note was being accreted over the amended term of the obligation, for which $106,723 was included in interest expense for the year ended December 31, 2012. The note bore an 18% annual interest rate, and for the year ended December 31, 2012, $100,899 was included in interest expense.

Equipment Purchase and Sale Agreement

In October 2011, we entered into an Equipment Purchase and Sale Agreement with a Utah corporation whereby we ~~use~~used the funds advanced to purchase certain electronic receiving and digital signage equipment along with installation costs. A 3% fee iswas due each month the amount ~~remains~~remained outstanding. At December 31, 2011 we had an outstanding funded amount ~~owed~~ of $700,000 ~~and had accrued two months of fees totaling $42,000 which was included as interest expense for the year ended December 31, 2011~~.

F-21

On March 26, 2012, we closed on the 2012 Equity Financing and under the terms of the associated securities purchase agreement the above described lender converted the principal balance of its portion of the loan in the amount of $500,000 to common stock and warrants as part of and on the same terms as the 2012 Equity Financing, the remaining $200,000 principal balance plus $105,000 of interest due was paid in cash. The warrants issued had a total value of $278,032 which resulted in a loss on extinguishment of debt of $278,032. The aggregate derivative liability and valuation gain or loss for the warrants issued for the converted portion of the principal balance are included in the aggregate of 2012 Equity Financing information.

The 3% fee mention above totaling $63,000 was recorded as interest expense ~~and~~for oryear ~~the years~~ ended December 31 ~~2012 and 2011~~, ~~$63,000 and $42,000 were included, respectively~~2012.

Note 67 – Investment in Interact Devices, Inc (IDI)

We began investing in and advancing monies to IDI in 2001. IDI was developing technology which became an initial part of the CodecSys technology.

On October 23, 2003, IDI filed for Chapter 11 Federal Bankruptcy protection. We desired that the underlying patent process proceed and that the development of CodecSys technology continue. Therefore, we participated in IDI’s plan of reorganization, whereby we would satisfy the debts of the creditors and obtained certain licensing rights. On May 18, 2004, the debtor-in-possession’s plan of reorganization for IDI was confirmed by the United States Bankruptcy Court. As a result of this confirmation, we issued to the creditors of IDI shares of our common stock and cash in exchange for approximately 50,127,218 shares of the common stock of IDI. Since May 18, 2004, we have acquired additional common share equivalents IDI. During the year ended December 31, 2012 we did not acquire any IDI share equivalents. During the year ended December 31, 2011 we acquired 414,172 IDI common share equivalents in exchange for 27,611 shares of our common stock valued at $10,760. As of December 31, ~~2012~~2013, we owned ~~approximately~~ 55,897,169 IDI common share equivalents, representing approximately 94% of the total outstanding IDI share equivalents

Since May 18, 2004, we have advanced additional cash to IDI for the payment of operating expenses, which continues development and marketing of the CodecSys technology. As of December 31, ~~2012~~2013 and ~~2011~~2012, we have advanced an aggregate amount of $3,~~347~~393,~~255~~149 and $3,~~126~~347,~~772~~255 respectively, pursuant to a promissory note that is secured by assets and technology of IDI.

Note 78 – Operating Leases

~~Our executive offices are located at 7050 Union Park Avenue, Suite 600, Salt Lake City, Utah 84047.~~ We ~~occupy~~currently ~~the~~lease ~~space~~our ~~at the~~ executive ~~offices~~office ~~under~~and awarehouse ~~39-month lease, the term of which ends January 31, 2015. The lease covers approximately 13,880 square feet of office~~ space ~~leased at a rate of $23,049 per month. We occupy a production studio~~ located at 6952 South 185 West, Unit C, Salt Lake City, Utah 84047, which consists of approximately 72,500 square feet on a month to month basis, at the rate of $73,~~000~~955 per month plus utilities. We have no other properties. We recognized rent expense of approximately $~~352~~234,~~789~~392 and $~~463~~352,~~694~~789, in ~~2012~~2013 and ~~2011~~2012, respectively.

F-21

We also lease copy machines on multi-year leases that expire in March 2014 at a minimum rate of $655 per month.

FThe total future minimum payments under non-22cancelable operating leases at December 31, 2013 are $1,965 related to the copy machines mentioned above.

~~Future~~Note ~~minimum~~9 ~~payments~~– ~~under~~Income ~~non-cancelable operating leases at December 31, 2012 are as follow:~~Taxes

2013	$	284,447
2014		278,552
2015		23,049
	$	586,048

Note 8 – Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following components as of December 31, ~~2011~~2012 and ~~2012~~2013:

	2011			2012
	2012			2013
Deferred tax assets
NOL carry-forward	$	2325,~~862~~881,~~500~~900		$	2527,~~881~~003,~~900~~600
General business credit carry-forwards		1,~~147~~158,~~000~~900			1,~~158~~118,~~900~~400
Deferred compensation		8378,500			7822,~~500~~700
Allowance for doubtful accounts		2131,~~000~~600			313,~~600~~200
Deferred tax liabilities
Depreciation		~~(173~~61,~~000~~700	)		61(13,~~700~~300	)
Valuation allowance		(2427,~~941~~212,~~000~~600	)		(2728,~~212~~134,600	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, ~~2010~~2012 and ~~2011~~2013 due to the following:

	2011			2012
	2012			2013
Federal income tax (expense) benefit at statutory rates	$	1,~~902~~831,~~500~~600		$	1958,~~831,600~~300
State income tax (expense) benefit at statutory rates		~~280~~269,~~000~~300			~~269~~140,~~300~~900
Change in valuation allowance		(2,~~182~~100,~~500~~900	)		(21,~~100~~099,~~900~~200	)
	$	-		$	-

At December 31, ~~2012~~2013, the Company had net operating loss carry-forwards of approximately $6669,~~364~~240,000 that may be offset against future taxable income from the year ~~2013~~2014 through ~~2032~~2033. No tax benefit has been reported in the December 31, ~~2011~~2012 and ~~2012~~2013 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

F-23

Due to change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.

~~Note 9 – Preferred and Common Stock~~F-22

WeNote ~~have~~10 ~~authorized~~– ~~two~~Preferred ~~classes of stock, 20,000,000 shares of preferred stock with no par value~~ and ~~180,000,000~~Common shares of common stock with a $0.05 par value. No preferred stock has been issued, while 107,473,820 shares of common stock were issued and outstanding at December 31, 2012. Holders of shares of common stock are entitled to receive dividends if and when declared and are entitled to one vote for each share on all matters submitted to a vote of the shareholders.Stock

We have authorized two classes of stock, 20,000,000 shares of preferred stock with no par value and 180,000,000 shares of common stock with a $0.05 par value. No preferred stock has been issued, while 110,233,225 shares of common stock were issued and outstanding at December 31, 2013. Holders of shares of common stock are entitled to receive dividends if and when declared and are entitled to one vote for each share on all matters submitted to a vote of the shareholders.

During the year ended December 31, 2013, we issued 2,759,405 shares of our common stock as follows: (i) 2,240,852 for extinguishment of company liabilities, (ii) 258,553 for settlement of restricted stock options, (iii) 200,000 for common stock issued to a former director for prior years services rendered, (iv) 60,000 to six non-employees for services rendered.

During the year ended December 31, 2012, we issued 31,498,164 shares of our common stock as follows: (i) 24,816,000 related to our 2012 Equity Financing and Debt Restructuring, (ii) 5,600,000 for debt conversions and (iii) 1,082,164 for services rendered by consultants.

~~During~~Note ~~the~~11 ~~year~~– ~~ended~~Stock-based December 31, 2011, we issued 1,897,503 shares of our common stock as follows: (i) 1,307,153 for debt to equity conversions, (ii) 372,272 for warrant exercises, (iii) 135,369 for interest instead of cash, (iv) 55,098 for employee option exercises and (v) 27,611 shares for conversion of IDI share equivalents.Compensation

Note 10 – Stock-based Compensation

Stock Incentive Plans

Under the Broadcast International, Inc. 2004 Long-term Incentive Plan (the “2004 Plan”), the board of directors may issue incentive stock options to employees and directors and non-qualified stock options to consultants of the company. Options generally may not be exercised until twelve months after the date granted and expire ten years after being granted. Options granted vest in accordance with the vesting schedule determined by the board of directors, usually ratably over a three-year vesting schedule upon anniversary date of the grant. Should an employee terminate before the vesting period is completed, the unvested portion of each grant is forfeited. We have used the Black-Scholes valuation model to estimate fair value of our stock-based awards, which requires various judgmental assumptions including estimated stock price volatility, forfeiture rates, and expected life. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The number of unissued stock options authorized under the 2004 Plan at December 31, ~~2012~~2013 was 34,~~779~~319,~~508~~411.

The Broadcast International, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) has become our primary plan for providing stock-based incentive compensation to our eligible employees and non-employee directors and consultants of the company. The provisions of the 2008 Plan are similar to the 2004 Plan except that the 2008 Plan allows for the grant of share equivalents such as restricted stock awards, stock bonus awards, performance shares and restricted stock units in addition to non-qualified and incentive stock options. We continue to maintain and grant awards under our 2004 Plan which will remain in effect until it expires by its terms. The number of unissued shares of common stock reserved for issuance under the 2008 Plan was ~~774~~363,~~867~~200 at December 31, ~~2012~~2013.

F-24

Stock Options

We estimate the fair value of stock option awards granted beginning January 1, 2006 using the Black-Scholes option-pricing model. We then amortize the fair value of awards expected to vest on a straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected option term. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the stock option award was granted with a maturity equal to the expected term of the stock option award. The expected option term is derived from an analysis of historical experience of similar awards combined with expected future exercise patterns based on several factors including the strike price in relation to the current and expected stock price, the minimum vest period and the remaining contractual period.

~~The fair values for the options granted in 2012 and 2011 were estimated at the date of grant using the Black Scholes option~~F-~~pricing model with the following weighted average assumptions:~~23

	Year Ended December 31,
	2012	2011
Risk free interest rate	1.65%	1.91%
Expected life (in years)	10.0	6.2
Expected volatility	78.97%	80.89%
Expected dividend yield	0.00%	0.00%

There were no options issued during the year ending December 31, 2013. The fair values for the options granted in 2012 were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions:

The weighted average fair value of options granted during the years ended December 31, 2012 and 2011, was $0.27 and $0.61, respectively.

	Year Ended December 31,2012
Risk free interest rate	1.65%
Expected life (in years)	10.0
Expected volatility	78.97%
Expected dividend yield	0.00%

The weighted average fair value of options granted during the year ended December 31, 2012 was $0.27.

Warrants

We estimate the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. We amortize the fair value of issued warrants using a vesting schedule based on the terms and conditions of each associated underling contract, as earned. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and warrant expected exercise term. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant.

The fair values for the warrants granted in ~~2012~~2013 and ~~2011~~2012 were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions:

	~~Year Ended December 31,~~	Year Ended December 31,
	2012	2011
		2013	2012
Risk free interest rate	~~1.16%~~	20.0765%	1.16%
Expected life (in years)	~~5.7~~	54.042	5.7
Expected volatility	~~82.79%~~	8590.3768%	82.79%
Expected dividend yield	~~0.00%~~	0.00%	0.00%

The weighted average fair value of warrants granted during the years ended December 31, ~~2012~~2013 and ~~2011~~2012, was $0.2305 and $0.6723, respectively.

Results of operations for the years ended December 31, ~~2012~~2013 and ~~2011~~2012 includes $~~283~~25,~~692~~388 and $2283,~~262~~693,~~540,~~ respectively, of non-cash stock-based compensation expense. Restricted stock units and options issued to directors vest immediately. All other restricted stock units, options and warrants are subject to applicable vesting schedules. Expense is recognized proportionally as each award or grant vests.

The $25,388 non-cash stock-based compensation expense for the year ended December 31, 2013 was a result of the vesting of unexpired options and warrants issued prior to January 1, 2013.

For the year ended December 31, 2012 we recognized $283,692 of stock based compensation as follows: (i) $65,500 for 390,133 restricted stock units issued to 5 members of the board of directors, (ii) $833 for 50,000 options granted to 4 employees and (iii) $217,359 resulting from the vesting of unexpired options and warrants issued prior to January 1, 2012.

F-2524

~~For~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~December~~option ~~31,~~and ~~2011~~warrant weactivity ~~recognized~~during ~~$2,262,540 of stock based compensation expense as follows: (i) $1,544,000 for 1,400,000 restricted stock units issued to all 5 members of~~ the ~~board~~years ofended ~~directors,~~December ~~(ii) $124~~31,~~000~~ ~~for~~2013 ~~200,000 restricted stock units issued to one employee, (iii) $364,000 for 600,000 options issued to one individual~~ and one corporation for consulting services, (iv) $96,489 for 909,200 options granted to 43 employees, (v) $15,000 for 50,000 options granted to one member of our advisory board, (vi) $4,263 for 8,700 options granted to 15 of our non-employee installation technicians and (vi) $114,788 resulting from the vesting of unexpired options and warrants issued prior to January 1, 20112012. Additionally, we issued (i) 221,758 warrants to our unsecured convertible note holder, (ii) 653,576 warrants related to our accounts receivable purchase agreements, (iii) 422,500 warrants related to our Bridge Loan. See Note 5. There were 400,000 warrants exercised in the year ending December 31, 2011.

The following table summarizes option and warrant activity during the years ended December 31, 2012 and 2011.

	Options and Warrants Outstanding			Weighted Average Exercise Price

Outstanding at December 31, 2011		20,440,551		$	1.10
Options granted		50,000			0.37
Warrants issued		24,817,900			0.33
Expired		(252,669	)		1.31
Forfeited		(1,658,919	)		1.31
Exercised		--			--

Outstanding at December 31, 2012		43,396,863		$	0.54
Options granted		--			--
Warrants issued		850,000			0.25
Expired		(643,094	)		0.55
Forfeited		(535,633	)		1.42
Exercised		--			--

Outstanding at December 31, 2013		43,068,136		$	0.47

	Options and Warrants Outstanding			Weighted Average Exercise Price
Outstanding at December 31, 2010		20,442,170			1.13
Options granted		1,567,900			0.91
Warrants issued		1,697,834			0.68
Expired		(302,054	)		18.67
Forfeited		(2,510,201	)		0.08
Exercised		(455,098	)		-
Outstanding at December 31, 2011		20,440,551			1.10
Options granted		50,000			0.37
Warrants issued		24,817,900			0.33
Expired		(252,669	)		1.31
Forfeited		(1,658,919	)		1.31
Exercised		-			-
Outstanding at December 31, 2012		43,396,863		$	0.54

The following table summarizes information about stock options and warrants outstanding at December 31, 2013.

The following table summarizes information about stock options and warrants outstanding at December 31, 2012.

		Outstanding						Exercisable
				Weighted Average Remaining		Weighted Average				Weighted Average
	Range of Exercise Prices	Number Outstanding		Contractual Life (years)		Exercise Price		Number Exercisable		Exercise Price
$	0.17-0.95		40,024,414		3.34	$	0.42		39,941,081	$	0.42
	1.00-1.59		2,709,222		2.69		1.04		2,694,555		1.04
	2.25-4.00		334,500		1.94		2.52		334,500		2.52
$	0.17-4.00		43,068,136		3.29	$	0.48		42,970,136	$	0.47

		Outstanding				Exercisable
			Weighted Average Remaining	Weighted Average			Weighted Average
Range of Exercise Prices		Number Outstanding	Contractual Life (years)	Exercise Price		Number Exercisable	Exercise Price
$	0.17-0.95	39,583,684	4.36	$	0.47	39,207,017	$	0.47
	1.00-1.59	3,306,679	3.20		1.04	3,248,146		1.04
	2.25-4.00	506,500	3.34		2.62	506,500		2.62
$	0.17-4.00	43,396,863	4.26	$	0.54	42,961,663	$	0.54

There were no options exercised for the years ended December 31, 2013 and 2012. There was no intrinsic value of options and warrants available and exercisable for the years ended December 31, 2013 or 2012.

F-26

There were no options exercised in the year ended December 31, 2012 and 55,098 options were exercised in the year ended December 31, 2011. There was no intrinsic value of options and warrants available and exercisable for the years ended December 31, 2012 or 2011.

Restricted Stock Units

For the years ended December 31, ~~2012~~2013 and ~~2011~~2012, ~~390~~686,~~133~~667 and 1390,~~600,000~~133 restricted stock units were awarded, respectively. The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant and compensation expense is recognized in accordance with the vesting schedule. All of the restricted stock units vested during the year they were awarded.

~~The following is a summary of restricted stock unit activity for the years ended December 31, 2012 and 2011:~~F-25

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2010		950,000		1.61
Awarded at fair value		1,600,000		1.04
Canceled/Forfeited		--		--
Settled by issuance of stock		--		--
Outstanding at December 31, 2011		2,550,000		1.25
Awarded at fair value		390,133		0.17
Canceled/Forfeited		--		--
Settled by issuance of stock		--		--
Outstanding at December 31, 2012		2,940,133	$	1.11
Vested at December 31, 2012		2,940,133	$	1.11

The following is a summary of restricted stock unit activity for the years ended December 31, 2013 and 2012:

Included in stock based compensation for the year ended December 31, 2012, was $65,500 for 390,133 restricted stock units issued to all 5 members of the board of directors, all of which were recorded in general and administrative expense.

	Restricted Stock Units			Weighted Average Grant Date Fair Value

Outstanding at December 31, 2011		2,550,000			1.25
Awarded at fair value		390,133			0.17
Canceled/Forfeited		--			--
Settled by issuance of stock		--			--
Outstanding at December 31, 2012		2,940,133		$	1.11
Awarded at fair value		686,667			0.08
Canceled/Forfeited		(275,000	)		1.36
Settled by issuance of stock		(258,553	)		0.82
Outstanding at December 31, 2013		3,093,247		$	0.88
Vested at December 31, 2013		3,093,247		$	0.88

~~Included~~The in686,667 restricted stock ~~based~~units ~~compensation~~valued ~~for~~at $51,500 awarded in the year ended December 31, ~~2011~~2013, ~~was~~were ~~$1,668,000 as follows; (i) $1,544,000 for 1,400,000 restricted stock units~~ issued to ~~all~~ 5 members of the board of directors, ~~(ii) $124,000~~ for ~~200,000~~services ~~restricted~~rendered ~~stock~~prior ~~units~~to ~~issued~~2013 toand ~~one~~had ~~employee,~~been ~~all~~included ofas ~~which~~director ~~were~~fee ~~recorded~~expenses in ~~general~~the ~~and~~year ~~administrative~~ended ~~expense~~December 31, 2012.

The impact on our results of operations for recording stock-based compensation for the years ended December 31, ~~2012~~2013 and ~~2011~~2012 is as follows:

	For the years ended
	December 31,
	2012		2011
	2013		2012
General and administrative	$	~~185~~25,~~478~~388	$	2185,~~043,386~~478
Research and development		~~98,214~~--		~~219~~98,~~154~~214
Total	$	~~283~~25,~~692~~388	$	2283,~~262,540~~692

FTotal unrecognized stock-27based compensation was $29,294 at December 31, 2013, which we expect to recognize during the year ended December 31, 2014, in accordance with vesting provisions.

~~Total~~Note ~~unrecognized~~12 ~~stock-based~~– ~~compensation~~Equipment ~~was $180,732 at December 31, 2012, which we expect to recognize over the next three years in accordance with vesting provisions as follows:~~Financing

2013	$	118,127
2014		62,038
2015		567
Total	$	180,732

Note 11 – Equipment Financing

On August 27, 2009, we completed an equipment lease financing transaction with a financial institution. Pursuant to the financing, we entered into various material agreements with the financial institution. These agreements are identified and summarized below.

We entered into a Master Lease Agreement dated as of July 28, 2009 with the financial institution pursuant to which we sold to the financing institution certain telecommunications equipment to be installed at 1,981 (subsequent additional locations have increased the customer’s network to an aggregate of approximately 2,100 locations) of our customer’s retail locations in exchange for a one-time payment of $4,100,670 by the financial institution. We paid to the financial institution 36 monthly lease payments of approximately $144,000 plus applicable sales taxes. We had the right to terminate the lease after making 33 payments for a termination fee of the higher of approximately 10% of the original equipment value (approximately $410,000) or the then “in-place fair market value” after which payment we would own all of the equipment. We gave timely notice of exercise of this option. We ~~are~~were ~~currently~~ a party to a lawsuit to determine if the “in-place fair market value” ~~exceeds~~exceeded ~~the~~ 10% of the original lease value and by what amount. We ~~contend~~contended that the three payments made subsequent to the notice exercising our right to purchase constitute full payment for the equipment. The equipment broker ~~contends~~contended that we ~~owe~~owed an additional amount. Our accounting records ~~reflect~~reflected that the capital lease ~~has~~had been retired and the equipment ~~has~~was ~~been~~ fully depreciated.

We also entered into a security agreement with the financial institution pursuant to which we granted a first priority security interest in the equipment, whether now owned or hereafter acquired, and in our customer service agreement and service payments thereunder during the term of the equipment lease.F-26

During the year ended December 31, 2012 we included in our lease payments approximately $422,100 toward the in place fair market value. Additionally during the year ended December 31, 2012 and the five months ended May 31, 2013 we made payments of $140,700 and $284,400, respectively, into an escrow account held by the court pending resolution of our dispute.

During 2012 we had made lease payments totaling approximately $1,125,588 of which $1,067,649 was applied toward the outstanding lease and $57,939 was included in interest expense. Included in the $1,125,588 is approximately $422,100 paid toward the in place fair market value. Additionally during the year ended December 31, 2012 we made payments of $140,700 into an escrow account held by the court pending resolution of our dispute. For the year ending December 31, 2012, we expensed the final $33,512 of our lease acquisition fee of $150,792 which was being recognized over the life of the lease included in interest expense.

During ~~2011~~the wefive ~~had~~months ended May 31, 2013 we made ~~lease~~additional payments totaling ~~approximately~~ $1284,~~688~~400 into the escrow account. On June 13,~~382~~ of2013 ~~which~~this matter was settled resulting in a $1370,~~423~~000 payment to the plaintiff,~~528~~ ~~was~~which ~~applied~~had ~~toward~~previously ~~the~~been ~~outstanding~~deposited ~~lease~~in ~~and~~escrow with the Court. The $~~264~~55,~~854~~100 ~~was~~balance ~~included~~remaining in ~~interest~~the ~~expense.~~escrow ~~Additionally,~~account wewas ~~expensed~~paid ~~$50,268~~towards ofaccrued ~~our~~litigation ~~lease~~fees. For ~~acquisition~~the ~~fee~~year ofended ~~$150~~December 31,~~792~~ ~~which~~2013 iswe ~~being~~recorded ~~recognized~~the ~~over~~$370,000 ~~the~~expense ~~life~~as part of ~~the~~our ~~lease~~cost ~~included~~of insales ~~interest~~as ~~expense~~it ~~for~~was related to the ~~year~~equipment ~~ended~~used ~~December~~by ~~31,~~one ~~2011~~of our customers.

Note 1213 – Fair Value Measurements

We adopted ASC Topic 820 as of January 1, 2008 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

F-28

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, ~~2012~~2013:

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Assets

None

Total assets measured at fair value

Liabilities

Derivative valuation (1)

111,~~191,269~~736

Total liabilities measured at fair value

111,~~191,269~~736

(1) See Notes 4 & 5 for additional discussion.

The table below presents our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at December 31, 2012. We classify financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model.F-27

	Derivative
	Valuation
	Liability
Balance at December 31, 2011	$	(3,760,200	)
Total gains or losses (realized and unrealized)
Included in net income		8,829,748
Valuation adjustment		--
Purchases, issuances, and settlements, net		(6,260,817	)
Transfers to Level 3		--
Balance at December 31, 2012	$	(1,191,269	)

The table below presents our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at December 31, 2013. We classify financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model.

F-29

	Derivative
	Valuation
	Liability
Balance at December 31, 2012	$	(1,191,269	)
Total gains or losses (realized and unrealized)
Included in net income		1,242,459
Valuation adjustment		--
Purchases, issuances, and settlements, net		(62,926	)
Transfers to Level 3		--
Balance at December 31, 2013	$	(11,736	)

Money Market Funds and Treasury Securities

The money market funds and treasury cash reserve securities balances are classified as cash and cash equivalents on our consolidated balance sheet.

Fair Value of Other Financial Instruments

The carrying amounts of our accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturities. The aggregate carrying amount of the notes payable approximates fair value as the individual notes bear interest at market interest rates and there hasn’t been a significant change in our operations and risk profile.

Note 1314 – Retirement Plan

We ~~have~~had implemented a 401(k) employee retirement plan. Under the terms of the plan, participants may elect to contribute a portion of their compensation, generally up to 60%, to the plan, subject to IRS Code Section 415 limitations. We match contributions up to 100% of the first 3% of a participant’s compensation contributed to the plan and 50% of the next 2%. Employees are eligible to participate in the plan after three months of service as defined by the plan. For the years ended December 31, ~~2012~~2013 and ~~2011~~2012, we made matching contributions totaling $9947,~~761~~691 and $9099,~~453~~761, respectively. On October 31, 2013 plan participation was discontinued with all plan assets distributed to the participants by our plan fiduciary on or before January 31, 2014.

F-3028

Note 1415 – Legal Proceedings

~~Note~~In 15September –2013, ~~Liquidity~~we were named as defendant in a lawsuit filed in the Third Judicial District court, Salt Lake County, State of Utah, seeking judgment for damages related to a breach of a termination agreement we entered into with our former landlord when we vacated our former offices. A default judgment was entered in the matter in the amount of $91,666.66 plus attorneys fees.

~~Broadcast~~On ~~experienced~~November ~~negative~~4, ~~cash~~2013, ~~flow~~we ~~used~~notified inAllDigital ~~operations~~that ~~during~~we terminated the ~~year~~Merger ofAgreement $3pursuant to Section 8.1(b),~~362,785~~ ~~compared~~which topermits ~~negative~~termination ~~cash~~of ~~flow~~the ~~used~~Agreement inby ~~operations~~either ~~for~~party if the ~~year~~Merger ~~ended~~is ~~December~~not ~~31,~~consummated ~~2011~~by ofOctober $531,~~164~~ 2013,~~437.~~ ~~Our~~provided ~~current~~that ~~monthly~~such ~~excess~~failure ofis ~~cash~~not ~~expenses~~attributable ~~over~~to ~~income~~the isterminating ~~approximately~~party’s ~~$300,000~~failure ~~per~~to ~~month.~~perform ~~During 2012~~its obligations under the ~~decreased~~Merger inAgreement. ~~negative~~Following ~~cash~~delivery ~~flow~~of ~~was~~our ~~realized~~notice ~~primarily~~of ~~through~~termination, aAllDigital ~~reduction~~responded inby ~~the~~asserting ~~number~~that ofthe ~~employees~~Merger bydid ~~approximately~~not ~~40%,~~close ~~with~~because ~~more~~we ~~reductions~~failed ~~scheduled,~~to asperform ~~well~~our asobligations ~~additional expense~~and ~~reduction~~that ~~actions~~we ~~including~~were ~~reducing~~not ~~sales~~entitled ~~and~~to ~~general~~terminate ~~and~~under ~~administrative~~Section ~~expenses~~8.1(b). InAllDigital ~~addition,~~further wenotified ~~have~~us ~~commenced~~that anit ~~initiative~~was ~~designed~~terminating tothe ~~satisfy~~Merger ~~accounts~~Agreement ~~payable~~for ~~through~~cause ~~the~~based ~~issuance~~on our alleged breach of ~~common~~the ~~stock~~non-solicitation covenants in the Merger Agreement, which ~~will~~AllDigital ~~further~~asserts ~~decrease~~triggers a termination fee of $100,000 and 4% of our ~~need~~equity on a non-diluted basis, and for ~~cash~~various other alleged misrepresentations and breaches. We ~~have~~disputes AllDigital’s allegations and assertions, deny that AllDigital is entitled to ~~date~~any ~~received~~termination ~~verbal~~fee and~~/or~~ ~~written~~reserve ~~commitments~~the right to ~~accept~~pursue ~~partial~~damages ~~payments~~from ~~and/or~~AllDigital ~~stock~~arising from AllDigital’s actions in ~~full~~relation ~~satisfaction~~to ofthe atMerger ~~least~~Agreement. No ~~$600,000~~litigation ofhas ~~current~~been ~~payables~~filed ~~and~~in ~~indebtedness~~this matter.

~~The~~Note ~~negative~~16 ~~cash~~– flow was met by cash reserves from the completion of the 2012 Equity Financing and the issuance of the 2012 Convertible Debt in the total amount of $3,050,000, which included $900,000 of Bridge Loan indebtedness that was converted to the 2012 Convertible Debt. In addition, we received $400,000 in January, 2013. We have commitments from current debt holders to fund up to an additional $1.550 million of our 2012 Convertible debt to offset future negative cash flow. We expect to continue to experience negative operating cash flow as long as we continue our current expenditures related primarily to bringing CodecSys products to market, continue our development of CodecSys or until we begin to receive licensing revenue from sales of CodecSys proprietary software or increase sales in our network division by adding new customers. We are actively pursuing potential customers to replace lost revenues when the BofA contract expires.Liquidity

~~Note~~At 16December –31, ~~Supplemental~~2013, ~~Cash~~we ~~Flow~~had ~~Information~~cash of $215,371, total current assets of $300,709, total current liabilities of $7,197,395 and total stockholders' deficit of $6,655,301. Included in current liabilities is $5,245,000 related to the current portion of notes payable and other debt obligations.

Broadcast experienced negative cash flow used in operations during the year of $1,447,385 compared to negative cash flow used in operations for the year ended December 31, 2012 of $3,362,785. Although that represents a decrease in cash used for operations of $1,915,400, the cash used decreased only because we had lost approximately 90% of our business. During 2013 the decrease in negative cash flow was realized primarily through a reduction in the number of employees from 24 to 8, as well as additional expense reduction actions including reducing sales and general and administrative expenses incident to losing our largest customer and curtailing all sales and marketing and development expenditures for our CodecSys product.

F-29

Note 17 – Supplemental Cash Flow Information

2013

During the year ended December 31, 2013 we issued 458,553 shares of our common stock to one former member of our board of directors for services rendered of which (i) 258,553 was for the settlement of previously awarded restricted stock units and (ii) 200,000 valued at $15,000 for unpaid services rendered in 2012, which had been expensed as director fees during the year ended December 31, 2012

For the year ended December 31, 2013 we issued an aggregate of 60,000 shares of our common stock valued at $4,200 to six individuals for services rendered.

For the nine months ended September 30, 2013 we awarded 686,667 restricted stock units issued valued at $51,500 to four members of our board of directors for services rendered in 2012. The value of these awards had been expensed as directors fee during the year ended December 31, 2012.

For the year ended December 31, 2013 we recorded a $68,214 loss on disposal of assets of which (i) $40,824 was for the abandonment of lease hold improvements related to our move from our 7050 Union Park location, (ii) $25,685 related to the retirement of furniture & fixtures, (iii) $1,705 (net of $139,014 of proceeds) related to equipment sold or no longer in use.

For the year ended December 31, 2013 we reduced our accounts payable by $841,750 and recorded a $481,590 gain on extinguishment of liabilities resulting from the issuance of 2,240,852 shares of our common stock valued at $153,860 and cash payments totaling $206,300 to 21 of our accounts payable vendors. As of December 31, 2013 we owe 6 of these vendors an additional aggregate amount of $55,317. Additionally we reduced our accounts payable by $335,701 by returning equipment to two vendors who accepted the returns for full credit against our payable.

For year ended December 31, 2013 an aggregate non-cash expense of $1,010,920 was recorded for the accretion of notes payable as follows: (i) $326,100 for our unsecured convertible note and (ii) $684,760 for our 2012 secured convertible notes.

During the year ended December 31, 2013, we recognized $211,721 in depreciation and amortization expense from the following: (i) $1,209 related to cost of sales for equipment used directly by or for customers, (ii) $200,606 related to equipment other property and equipment, and (iii) $9,906 for patent amortization.

2012

During the year ended December 31, 2012 we issued 586,164 shares our common stock, valued at $222,742 to a placement agency for services rendered related to our 2012 Equity Financing and Debt Restructuring agreement

During the year ended December 31, 2012, we issued 496,000 shares of our common stock valued at $177,313 to two consultants and one corporation of which (i) 250,000 shares was in consideration for cancellation of a warrant issued for consulting services rendered and (ii) 246,000 was for consulting services rendered.

F-31

During the year ended December 31, 2012, we recognized $1,024,754 in depreciation and amortization expense from the following: (i) $466,606 related to cost of sales for equipment used directly by or for customers, (ii) $547,997 related to equipment other property and equipment, and (iii) $10,151 for patent amortization.

F-30

For the year ended December 31, 2012, an aggregate non-cash expense of $941,225 was recorded for the accretion of our convertible notes of which (i) $501,166 was for the accretion of our 2012 Secured Convertible Note (ii) $333,336 was related to our unsecured convertible note and (iii) $106,723 was for our bridge loan.

~~2011~~We paid no cash for income taxes during the years ended December 31 2013 and 2012.

·Note ~~During~~18 ~~the~~– ~~year~~Subsequent ended December 31, 2011, we granted options to acquire up to 600,000 shares of our common stock valued at $389,000 to two consultants in consideration of consulting services to be rendered by the consultants over a one-year period pursuant to a written consulting agreement. For the year ended December 31, 2011, the value of options is being recognized over the contract period and $364,000 was included in stock based compensation.Events

·On ~~During~~March ~~the~~6, ~~year ended December 31~~2014, ~~2011~~ we issued ~~135~~729,~~369~~100 shares of our common stock to anone ~~individual~~of ~~for~~our ~~interest~~former ~~owed~~managers onin aconsideration ~~debt~~of ~~obligation,~~termination ~~valued~~of athis ~~$81,221~~employment ~~which~~agreement ~~was~~and ~~accrued at December 31, 2010~~compensation.

·On ~~During~~March ~~the~~6, ~~year~~2014, ~~ended~~we ~~December~~issued 31408,553 ~~2011~~shares weof ~~acquired~~our ~~414,172~~common ~~IDI~~stock ~~common~~to ~~share~~one ~~equivalents~~of inour ~~exchange~~former ~~for~~directors ~~27,611~~in ~~shares~~settlement of ~~our~~restricted ~~common~~ stock ~~valued~~units athe ~~$10,760~~had ~~which~~been ~~was~~granted ~~expensed~~during tohis ~~research~~tenure ~~and~~as ~~development~~a member of our Board of Directors.

·On ~~During~~March ~~the~~6, ~~year~~2014, ~~ended~~we ~~December~~entered 31into a Merger Agreement and Plan of Reorganization with Wireless Ronin Technologies, ~~2011~~Inc., wea ~~recognized~~Minnesota $1corporation,~~483,868~~ in(“Ronin”) ~~depreciation~~pursuant ~~and~~to ~~amortization~~which ~~expense~~we ~~from~~would ~~the~~become ~~following:~~a ~~(i)~~wholly ~~$798,677~~owned ~~related~~subsidiary of Ronin. The merger is subject to ~~cost~~contingencies normal in this type of ~~sales~~transaction, ~~for~~including, ~~equipment~~our ~~used~~shareholders’ ~~directly~~consent, bysatisfaction or ~~for~~conversion ~~customers,~~of ~~(ii)~~our ~~$675~~indebtedness,~~040~~ ~~related~~and tothe ~~equipment~~effectiveness ~~other~~of ~~property~~a ~~and~~registration ~~equipment,~~statement ~~and~~to ~~(iii)~~be ~~$10,151~~filed ~~for~~with ~~patent~~the ~~amortization~~SEC.

~~· For the year ended December 31, 2011, an aggregate non~~F-~~cash expense of $340,377 was recorded for the accretion of our convertible notes of which (i) $333,336 was related to our unsecured convertible note and (ii) $7,041 was for our bridge loan.~~31

· On March 21, 2011, the Company, converted $784,292 of its short-term debt into equity through the issuance of common stock and warrants to two lenders at the same unit pricing as the Equity Financing. In consideration of converting the short- term loans on the basis of $1.20 for two shares of common stock plus one warrant at an exercise price of $1.00, the Company issued 1,307,153 shares of common stock and warrants to acquire up to 653,576 shares of common stock, which warrants have a five year term and are exercisable at $1.00 per share. The $784,292 above is net of expense and includes $109,292 of interest of which $89,658 was accrued in the year ended December 31, 2010 and $19,634 which was included as interest expense for the year ended December 31, 2011. The Company’s objective for converting the short-term debt into equity is to conserve cash for further market development.

· In March 2011, we granted to the holder of our senior unsecured convertible note a warrant to acquire 400,000 shares of our common stock at an exercise price of $.05 per share in consideration of a waiver of the holder’s reset provision that allowed us to convert certain short terms loans to equity without causing an adjustment in the conversion price of our senior note. The warrants had a 5-year life from the date of grant, contained full-ratchet anti-dilution price protection provisions and were valued at $404,000 using a Black Scholes pricing model on the date of grant. During the year ended December 31, 2011, the warrant holder exercised these warrants using a cashless provision resulting in the company issuing 372,272 shares of our common stock

We paid no cash for income taxes during the years ended December 31 2012 and 2011.

F-32

Note 17 – Subsequent Events

During January 2013, we sold additional convertible promissory notes in the principal amount of $425,000 on our 2012 Convertible Note offering due on July 13, 2013. The notes are convertible at $.25 per share and are secured by all of our assets. In addition, we issued warrants to acquire up to 850,000 shares of our common stock to the holders of the notes. The warrants have a five year life and are exercisable at $.25 per share.

In March 2013 we issued 258,553 shares of common stock to a former director in settlement of his Restricted Stock Units. In addition, we issued to him 200,000 shares of common stock in satisfaction of unpaid director’s fees of $15,000.

In March 2013 we granted Restricted Stock Units to four of our directors in satisfaction of unpaid director’s fees of $51,500. The Restricted Stock Units may be settled by the issuance of 686,667 shares of our common stock at the time the directors retire from the board.

On January 7, 2013 we entered into a Merger Agreement with AllDigital, Inc., a Nevada corporation. The merger is subject among other things to normal due diligence, approval of the shareholders of both companies, and the filing and effectiveness of a registration statement. The registration statement requires year-end financial statements be included with the proxy statements furnished to the shareholders and will not be effective until at least the second quarter of 2013. On February 8, 2013, All Digital notified us that we were in breach of certain covenants regarding unencumbered ownership or potential claims against our technology and intellectual property, which gave us 30 days to cure the alleged defects before the merger agreement could be terminated. On March 8, 2013 All Digital notified us that sufficient progress had been made that the cure period was extended to April 8, 2013 for the remainder of the alleged defects to be cured or waived

Pursuant to the January 6, 2013 Amendment and Settlement Agreement with each of Mr. Tiede and Mr. Solomon, their respective employment agreements were modified and we agreed to issue each of Mr. Tiede and Mr. Solomon 529,100 shares of common stock if they were terminated by us at any time following January 6, 2013. All other termination benefits and severance benefits for Mr. Tiede and Mr. Solomon, were terminated as of January 6, 2013. We had an obligation as of March 6, 2013 to issue to each of them 529,100 shares of common stock.

F-33

Exhibit Index

(a) Exhibits

Exhibit Number	Description of Document
2.1	Agreement and Plan of Merger and Reorganization, dated as of January 6, 2012, by and among Broadcast International, Inc., AllDigital, Inc., and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013.
2.2	First Amendment to Agreement and Plan of Merger, dated as of April 10, 2013, by and among Broadcast International, Inc., AllDigital Holdings, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2013.
2.3	Second Amendment to Agreement and Plan of Merger, dated as of June 30, 2013, by and among Broadcast International, Inc., AllDigital Holdings, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2013.
2.4	First Amendment to Agreement and Plan of Merger, dated as of August 26, 2013, by and among Broadcast International, Inc., AllDigital Holdings, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2013.
2.5	Agreement and Plan of Merger and Reorganization, dated as of March 6, 2013, by and among Broadcast International, Inc., Wireless Ronin Technologies, Inc, and Broadcast Acquisition Co. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2013.
3.1	Amended and Restated Articles of Incorporation of Broadcast International. (Incorporated by reference to Exhibit No. 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)
3.2	Amended and Restated Bylaws of Broadcast International. (Incorporated by reference to Exhibit No. 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)
4.1	Specimen Stock Certificate of Common Stock of Broadcast International. (Incorporated by reference to Exhibit No. 4.1 of the Company's Registration Statement on Form SB-2, filed under cover of Form S-3, pre-effective Amendment No. 3 filed with the SEC on October 11, 2005.)
10.1*	Employment Agreement of Rodney M. Tiede dated April 28, 2004. (Incorporated by reference to Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 filed with the SEC on May 12, 2004.)
10.2*	Employment Agreement of James E Solomon dated September 19, 2008. (Incorporated by reference to Exhibit No. 10.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on Mach 31, 2010.)
10.3*	Broadcast International 2004 Long-Term Incentive Plan. (Incorporated by reference to Exhibit No. 10.4 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 filed with the SEC on March 30, 2004.)
10.4*	Broadcast International 2008 Long-Term Incentive Plan. (Incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2009)
10.5	Securities Purchase Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.6	5% Convertible Note dated October 16, 2006 issued by Broadcast International to Leon Frenkel. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.7	Registration Rights Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.8	Securities Purchase Agreement dated as of December 21, 2007, by and among Broadcast International and the investors listed on the Schedule of Buyers attached thereto. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)

10.5	Securities Purchase Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.6	5% Convertible Note dated October 16, 2006 issued by Broadcast International to Leon Frenkel. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.7	Registration Rights Agreement dated October 28, 2006 between Broadcast International and Leon Frenkel. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2006.)
10.8	Securities Purchase Agreement dated as of December 21, 2007, by and among Broadcast International and the investors listed on the Schedule of Buyers attached thereto. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.9	Registration Rights Agreement dated as of December 21, 2007, by and among Broadcast International and the buyers listed therein. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.10	6.25% Senior Secured Convertible Promissory Note dated December 21, 2007 issued to the holder listed therein. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.11	Warrant to Purchase Common Stock dated December 21, 2007 issued to the holder listed therein. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2007.)
10.12	Loan Restructuring Agreement between the Company and Castlerigg Master Investments Ltd., dated December 16, 2010 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2010.)
10.13	Amendment to 8% Convertible Note Due 2010 between the Company and Leon Frenkel, dated December 22, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2010.)
10.14	Placement Agency Agreement between the Company and Philadelphia Brokerage Corporation, dated December 17, 2010 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.15	Form of Subscription Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.16	Form of Warrant (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.17	Amended and Restated Senior Convertible Note issued by the Company to Castlerigg master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.18	Investor Rights Agreement between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.19	Letter between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.20	Form of Securities Purchase Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.21	Form of A Warrant. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.22	Form of B Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)

10.18	Investor Rights Agreement between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.19	Letter between the Company and Castlerigg Master Investments Ltd., dated December 23, 2010 (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2010.)
10.20	Form of Securities Purchase Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.21	Form of A Warrant. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.22	Form of B Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.23	Loan Satisfaction Agreement between the Company and Castlerigg Master Investments Ltd. dated March 13, 2012. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.24	Registration Rights Agreement dated March 13, 2012. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.25	Form of Placement Agent Warrant. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012.)
10.26	Form of Note and Warrant Purchase and Security Agreement dated July 16, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)
10.27	Form of Promissory Note dated July 16, 2012. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)
10.28	Form of Warrant. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.)
10.29	Form of Voting Agreement, dated January 6, 2013, by and among AllDigital, Inc. and certain stockholders of Broadcast International, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.30	Form of Voting Agreement, dated January 6, 2013, by and among Broadcast International, Inc. and certain stockholders of AllDigital, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.31	Professional Services Agreement, dated January 6, 2013, by and between AllDigital, Inc. and Broadcast International, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.32*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Rodney Tiede. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.33*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and James E. Solomon. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.34*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Steve Jones. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
14.1	Code of Ethics. (Incorporated by reference to Exhibit No. 14 of the Company’s Annual Report on Form 10-KSB filed with the SEC on March 30, 2004.)
21.1	Subsidiaries. (Incorporated by reference to Exhibit No. 21.1 of the Company’s Annual Report on Form 10-KSB filed with the SEC on April 1, 2005.)
23.1	Consent of HJ & Associates, LLC, independent registered public accountant.
24.1	Power of Attorney. (Included on page II-15).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

10.33*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and James E. Solomon. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.34*	Amendment and Settlement Agreement, dated January 6, 2013, by and between Broadcast International, Inc. and Steve Jones. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013).
10.35	Amendment to Note and Warrant Purchase and Security Agreement and Senior Secured Convertible Promissory Notes, effective as of July 13, 2013, by and among Broadcast International, Inc., Interact Devices, Inc., Amir L. Ecker and the Purchasers indicated on the signature pages thereto. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)
10.36	Consent to Convert Accounts Receivable Agreement dated August 8, 2013, by and between Broadcast International, Inc. and Don Harris. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)
10.37	Senior Secured Convertible Promissory Note, dated August 8, 2013. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)
10.38	Form of Convertible Promissory Note issued by AllDigital Holdings, Inc. and countersigned by Broadcast International, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2013)
14.1	Code of Ethics. (Incorporated by reference to Exhibit No. 14 of the Company’s Annual Report on Form 10-KSB filed with the SEC on March 30, 2004.)
21.1	Subsidiaries. (Incorporated by reference to Exhibit No. 21.1 of the Company’s Annual Report on Form 10-KSB filed with the SEC on April 1, 2005.)
24.1	Power of Attorney. (Included on page II-15).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1	Principal Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	Taxonomy Extension Calculation Linkbase Document.
101.DEF	Taxonomy Extension Definition Linkbase Document.
101.LAB	Extension Labels Linkbase Document.
101.PRE	Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement.

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