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Minnesota		7373		41-1967918
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Avron L. Gordon, Esq. Brett D. Anderson, Esq. Alec C. Sherod, Esq. Briggs and Morgan, P.A. 2200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 (612) 977-8400 (phone) (612) 977-8650 (fax)		William M. Mower, Esq. Alan M. Gilbert, Esq. Maslon Edelman Borman & Brand, LLP 90 South 7th Street, Suite 3300 Minneapolis, Minnesota 55402 (612) 672-8200 (phone) (612) 672-8397 (fax)

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Underwriting

Proceeds to

Discounts and

Wireless Ronin

Price to Public

Commissions

Technologies

Per Share

$

$

$

Total

$

$

$

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		Page
Prospectus Summary			1
Risk Factors			6
Special note Regarding Forward-Looking Statements			15
Use of Proceeds			16
Dividend Policy			17
Capitalization			18
Dilution			20
Selected Financial Data			21
Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Business			31
Management			43
Certain Relationships and Related Party Transactions			50
Principal Shareholders			55
Description of Capital Stock			58
Shares Eligible for Future Sale			62
Underwriting			64
Legal Matters			66
Experts			66
Where you can Find More Information			66
Index to Financial Statements			F-1
Form of Underwriting Agreement
Articles of Incorporation, as amended
Specimen Form of Common Stock Certificate
Opinion and Consent of Briggs and Morgan
Strategic Partnership Agreement
Commercial Guaranty
Lease
Sale and Purchase Agreement
Consent of Virchow, Krause & Company, LLP

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	•	Offers of securities to residents of the State of Alaska are limited to investors who have either (i) annual gross income of at least $65,000 and net worth of at least $65,000 or (ii) net worth of at least $150,000.
	•	Offers of securities in the State of California are limited to investors who have either (i) annual gross income of at least $65,000 and a net worth of at least $250,000 or (ii) net worth of at least $500,000. Additionally, an investment in our company may not exceed 10% of the investor’s net worth.
	•	Investment in our company by a resident of the State of North Dakota may not exceed 10% of the net worth of the resident.
	•	Sales of securities in the State of Ohio are limited to investors who have either (i) annual income of at least $65,000 and a net worth of at least $250,000 or (ii) are deemed to be an accredited investor as that term is defined by Rule 501(a) of Regulation D under the Securities Act.
	•	Sales of securities in the State of Pennsylvania are limited to investors who have either (i) annual gross income of at least $65,000 and a net worth of at least $65,000 or (ii) net worth of at least $150,000. Additionally, an investment in our company in the State of Pennsylvania may not exceed 10% of the investor’s net worth.
	•	Offers of securities to residents of the state of Washington are limited to investors who have either (i) annual gross income of at least $60,000 and net worth of at least $60,000 or (ii) net worth of at least $225,000.

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Our operations and business are subject to the risks of an early stage company with limited revenue and a history of operating losses. The report of our independent registered public accounting firm included in this prospectus contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. We have incurred losses since inception, and we have had only nominal revenue. We may not ever become or remain profitable.

	Our success depends on our RoninCast system achieving and maintaining widespread acceptance in our targeted markets. If our products contain errors or defects, our business reputation may be harmed.

	•	our ability to demonstrate RoninCast’s economic and other benefits;
	•	our customers becoming comfortable with using RoninCast; and
	•	the reliability of the software and hardware comprising RoninCast and our other products.

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	Our prospective customers often take a long time to evaluate our products, with this lengthy and variable sales cycle making it difficult to predict our operating results.

	•	reduced need to upgrade existing visual marketing systems;
	•	introduction of products by our competitors;
	•	lower prices offered by our competitors; and
	•	changes in budgets and purchasing priorities.

	Adequate funds for our operations may not be available, requiring us to curtail our activities significantly.

	Difficulty in developing and maintaining relationships with third party manufacturers, suppliers and service providers could adversely affect our ability to deliver our products and meet our customers’ demands.

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	Reductions in hardware costs will likely decrease hardware pricing to our customers and would reduce our per unit revenue.

	Because our future business model relies upon strategic partners and resellers, we expect to face risks not faced by companies with only internal sales forces.

	•	we may not be able to adequately train our partners and resellers to sell and service our products;
	•	they may emphasize competitors’ products or decline to carry our products; and
	•	channel conflict may arise between other third parties and/or our internal sales staff.

	Our industry is characterized by frequent technological change. If we are unable to adapt our products and develop new products to keep up with these rapid changes, we will not be able to obtain or maintain market share.

	Our future success depends on key personnel and our ability to attract and retain additional personnel.

	•	Jeffrey C. Mack, Chairman of the Board of Directors, President and Chief Executive Officer;
	•	John A. Witham, Executive Vice President and Chief Financial Officer;
	•	Christopher F. Ebbert, Executive Vice President and Chief Technology Officer; and
	•	Scott W. Koller, Senior Vice President, Sales and Marketing.

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	Our ability to succeed depends on our ability to protect our intellectual property, and if any third parties make unauthorized use of our intellectual property, or if our intellectual property rights are successfully challenged, our competitive position and business could suffer.

	Our industry is characterized by frequent intellectual property litigation, and we could face claims of infringement by others in our industry. Such claims are costly and add uncertainty to our business strategy.

	•	pay substantial damages;
	•	cease the manufacture, use or sale of infringing products;

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	•	discontinue the use of certain technology; or
	•	obtain a license under the intellectual property rights of the third party claiming infringement, which license may not be available on reasonable terms, or at all.

	If our security measures protecting our customers’ intellectual property and other information fail, we may be subject to claims based on such failure.

	We could have liability arising out of our previous sales of unregistered securities.

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

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	As a result of becoming a public company, we must implement additional finance and accounting systems, procedures and controls in order to satisfy such requirements, which will increase our costs and divert management’s time and attention.

	Our management has broad discretion over the use of proceeds from this offering and may apply the proceeds in ways that do not improve our operating results or increase the value of your investment.

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	If we fail to comply with requirements for continued listing after this offering, our common stock could be delisted from The Nasdaq Capital Market, which could hinder your ability to obtain timely quotations on the price of our common stock, or dispose of our common stock in the secondary market.

	A market for our common stock may not develop and the market price of our stock may be subject to wide fluctuations because our stock has not been publicly traded before this offering.

	•	price and volume fluctuations in the overall stock market from time to time;
	•	significant volatility in the market price and trading volume of companies in our industry;
	•	actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of financial market analysts;
	•	investor perceptions of our industry, in general, and our company, in particular;
	•	the operating and stock performance of comparable companies;
	•	general economic conditions and trends;
	•	major catastrophic events;
	•	loss of external funding sources;
	•	sales of large blocks of our stock or sales by insiders; or
	•	departures of key personnel.

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	If you purchase shares of common stock sold in this offering, you will experience significant and immediate dilution.

	Our directors, executive officers and the Spirit Lake Tribe together may exercise significant control over our company.

	Our articles of incorporation, bylaws and Minnesota law may discourage takeovers and business combinations that our shareholders might consider in their best interests.

	We do not anticipate paying cash dividends on our shares of common stock in the foreseeable future.

	A substantial number of shares will be eligible for future sale by our current investors and the sale of those shares could adversely affect our stock price.

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	•	our estimates of future expenses, revenue and profitability;
	•	trends affecting our financial condition and results of operations;
	•	our ability to obtain customer orders;
	•	the availability and terms of additional capital;
	•	our ability to develop new products;
	•	our dependence on key suppliers, manufacturers and strategic partners;
	•	industry trends and the competitive environment;
	•	the impact of losing one or more senior executive or failing to attract additional key personnel; and
	•	other factors referenced in this prospectus, including those set forth under the caption “Risk Factors.”

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											% of Net
											Proceeds
Net proceeds							$	17,038,000				100.0	%
Repayment of Outstanding
	Debt and Accrued Interest							(7,551,665	)			(44.3	%)
Inventory and Product Delivery Costs				2,559,721								15.0	%
Sales & Marketing				2,930,408								17.2	%
Research and Development				1,409,663								8.3	%
Maintain Facilities, including Lease Obligations				290,700								1.7	%
								(7,190,492	)			(42.2	%)
Management Compensation								(80,000	)			(0.5	%)
Working Capital							$	2,215,843				13.0	%

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	•	adjusted for the issuance of $2,974,031 principal amount of 12% convertible bridge notes (net of debt discount of $1,858,742, including the exchange of $618,923 of debt then outstanding and the re-payment of debt outstanding of $181,900 anticipated before the initial public offering), the issuance of 8,333 shares of common stock (par value $83) to the Spirit Lake Tribe in lieu of cash interest payable under its convertible debenture, and the issuance of 20,000 shares of common stock (par value $200) issued in connection with new debt with valuation recorded as debt discount; and
	•	further adjusted on a pro forma basis to give effect to:

	•	the sale by us of 4,500,000 shares of common stock at an assumed initial public offering price of $4.50 per share in this offering and the receipt of the estimated proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, of $17,038,000;
	•	the conversion of an aggregate of $5,029,973 principal amount of debentures and notes upon the completion of this offering into 1,824,961 shares of common stock; and
	•	the repayment of indebtedness, including principal and accrued interest, totaling $7,551,665.

			June 30, 2006
			June 30, 2006								Pro Forma As
			Actual				As Adjusted				Adjusted
Current portion of notes payable(1)			$	2,852,259			$	3,166,725			$	0	(2)
Current portion of notes payable-related parties(1)				4,036,990				4,036,990
Current portion of capital lease obligation				44,701				44,701				44,701
				6,933,950				7,248,416				44,701
Notes payable, net of current portion				824,414				824,414				0	(2)
Notes payable, net of current portion-related parties				697,300				697,300
Capital lease obligations, net of current portion				105,687				105,687				105,687
Shareholders’ equity:
	Undesignated preferred stock; authorized 16,666,666 shares; no shares issued and outstanding			0				0				0
	Common stock, $0.01 par value; authorized — 50,000,000 shares; issued and outstanding — 846,035 shares			8,460				8,743				71,993	(3)
	Additional paid-in capital			13,914,854				15,848,313				41,391,493
	Accumulated deficit			(22,804,270	)			(22,985,347	)			(30,642,642	)
	Total shareholders’ equity			(8,880,956	)			(7,128,291	)			10,820,844
Total capitalization			$	(7,253,555	)		$	(5,500,890	)		$	10,926,531

(1)

Includes debt discount resulting from a reduction in the face value of the notes by the value of equity compensation associated with the notes. Actual debt discount for the current portion of notes payable and current portion of notes payable-related parties was $1,156,736 and $178,804, respectively. As adjusted to reflect the financings after June 30, 2006, such amounts were $2,950,177 and $178,804 respectively.

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(2)

In addition to our 12% convertible bridge notes issued in March, July and August 2006 and the convertible debenture issued to the Spirit Lake Tribe, we have issued an aggregate of $2,029,973 principal amount of convertible notes, convertible at the option of the holders thereof into shares of our common stock. Except for the notes issued in March, July and August 2006, all of these convertible debentures and notes will be automatically converted into shares of our common stock simultaneously with the closing of this offering. The $3,000,000 convertible debenture we issued to the Spirit Lake Tribe is convertible into 30% of our issued and outstanding shares of common stock determined on a fully diluted basis, without giving effect to shares issued and issuable in this offering including shares issuable upon exercise of the warrant to the underwriter of this offering or upon conversion of $5,749,031 principal amount of 12% convertible bridge notes and warrants issued in March, July and August 2006.

With respect to the remaining $2,029,973 principal amount of convertible notes, such conversion will be effected at a per share amount equal to the lower of: (i) $9.00 or (ii) 80% of the price per share in this offering. If a closing of this offering has not occurred on or before November 30, 2006, the convertible securities will be convertible into shares of our common stock in accordance with their current terms. Accrued interest will be payable to the holders in cash (unless converted into shares of common stock at the option of the holder) at the closing of this offering, or on November 30, 2006, if a closing of our public offering has not occurred on or before that date. Outstanding principal payment obligations on the convertible securities which, by their present terms, have matured or will mature prior to November 30, 2006, have, with the exception of $200,000 principal amount of notes which were exchanged for the August 2006 12% convertible bridge notes, been extended to November 30, 2006, subject to the mandatory and optional conversion features described above. In addition, holders of the convertible securities will be entitled to have the shares issuable upon conversion of their convertible securities (the “Registerable Securities”) included in a registration statement which must be filed by us within 60 days following the closing of this offering. The Registerable Securities are subject to a 180-day (12 months in the case Registerable Securities held by our directors and officers) lock-up effective upon the closing of this offering.

(3)

Assumes no exercise of: (i) warrants to purchase up to an aggregate of 1,010,942 shares of our common stock granted to directors, executive officers, key associates, holders of convertible securities and other investors, (ii) options to purchase 493,333 shares of our common stock issued to certain of our directors and executive officers subject to shareholder approval, (iii) warrants to purchase 1,149,806 shares of our common stock held by the purchasers of the 12% convertible bridge notes we issued in March, July and August 2006, or (iv) warrants issued to the underwriter of this offering to purchase up to an aggregate of 450,000 shares of our common stock.

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Assumed initial public offering price per share						$	4.50
Net tangible book value per share at June 30, 2006		$	(11.03	)
Pro forma increase in net tangible book value per share as of June 30, 2006			1.94
Decrease in tangible book value caused by warrants and options exercisable at $4.50 per share or less			(0.12	)
Pro forma increase in tangible book value attributable to conversion of convertible notes and convertible debentures			6.79
Increase in pro forma net tangible book value per share attributable to new investors			3.80
Pro forma as adjusted net tangible book value per share after this offering							1.38
Dilution per share to new investors						$	3.12

			Shares Purchased								Total Consideration
																			Average Price Per
			Number				Percent				Amount				Percent				Share
Existing investors(1)				2,699,329				37	%		$	22,637,320				53	%		$	8.39
New investors				4,500,000				63	%			20,250,000				47	%		$	4.50
	Total			7,199,329				100	%		$	42,887,320				100	%		$	5.99

(1)	Includes holders of $5,029,973 of convertible debentures and notes that will convert into 1,824,961 share of common stock upon the closing of this offering.

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											Unaudited
			Years Ended December 31,								Six Months Ended June 30,
			2005				2004				2006				2005
Statement of Operations Data
	Sales		$	710,216			$	1,073,990			$	934,226			$	384,104
	Cost of revenue(1)			939,906				1,029,072				433,933				230,343
	Selling, general and administrative			2,889,230				2,168,457				2,520,745				1,345,095
	Research and development expenses			881,515				687,398				430,540				471,544
	Other expenses			789,490				528,433				1,707,302				383,900
	Net loss			(4,789,925	)			(3,339,370	)			(4,158,294	)			(2,046,778	)
Loss per common share			$	(7.18	)		$	(6.87	)		$	(5.27	)		$	(3.40	)
Weighted average basic and diluted shares outstanding				666,712				486,170				789,320				602,263

											As of June 30, 2006
			December 31,				December 31,				Actual				As
			2005				2004				(unaudited)				Adjusted(2)				Pro Forma(2)
Balance Sheet Data
	Current assets		$	768,187			$	364,924			$	658,596			$	2,151,727			$	11,638,062
	Total assets			1,313,171				701,598				1,828,714				3,686,814				12,354,143
	Current liabilities			7,250,478				3,999,622				9,082,269				9,187,704				1,427,612
	Non-current liabilities			1,668,161				1,397,563				1,627,401				1,627,401				105,687
	Total liabilities			8,918,639				5,397,185				10,709,670				10,815,105				1,533,299
	Shareholders equity (deficit)		$	(7,605,468	)		$	(4,695,587	)		$	(8,880,956	)		$	(7,128,291	)		$	10,820,844

(1)	Includes $390,247 in inventory write downs for the year ended December 31, 2005 and $0 in inventory write-downs for the year ended December 31, 2004.
(2)	The balance sheet data above sets forth summary financial data as of June 30, 2006, December 31, 2005 and December 31, 2004, on an actual basis, and as of June 30, 2006:

	•	adjusted for the issuance of $2,974,031 principal amount of 12% convertible bridge notes, 8,333 shares of common stock issued to the Spirit Lake Tribe in lieu of cash interest payable under its convertible debenture and 20,000 shares of common stock issued in connection with the exchange of outstanding debt for our 12% convertible bridge notes;
	•	as further adjusted on a pro forma basis to give effect to:

	•	the sale by us of 4,500,000 shares of common stock at an assumed initial public offering price of $4.50 per share in this offering and the receipt of the estimated proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, of $17,038,000;
	•	the conversion of an aggregate of $5,029,973 principal amount of debentures and notes upon the completion of this offering into 1,824,961 shares of common stock; and
	•	payment of outstanding indebtedness and accrued interest totaling $7,551,665.

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	Revenue Recognition

	•	technology license and royalties;
	•	product and software license sales;
	•	content development services;
	•	training and implementation; and
	•	maintenance and support contracts.

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	Basic and Diluted Loss per Common Share

	Deferred Income Taxes

	Accounting for Stock-Based Compensation

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												Six months
				Year ended				Year ended				ended
				December 31,				December 31,				June 30,
				2005				2004				2005
												(unaudited)
Net loss:
	As reported			$	(4,789,925	)		$	(3,339,370	)		$	(2,046,778	)
Add: Employee compensation expense included in net loss					—				—				—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards					(13,880	)			(2,239	)			(1,577	)
Pro forma				$	(4,803,805	)		$	(3,341,609	)		$	(2,048,355	)
Basic and diluted loss per common share:
		As reported		$	(7.18	)		$	(6.87	)		$	(3.40	)
		Pro forma		$	(7.21	)		$	(6.87	)		$	(3.40	)

		2005 Grants				2004 Grants				2006 Grants
Expected volatility factors			n/a				n/a				61.7	%
Approximate risk free interest rates			5.0	%			5.0	%			5.0	%
Expected lives			5 Years				5 Years				5 Years

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	Results of Operations

			Six Months Ended
			June 30
											Increase
			2006				2005				(Decrease)
Sales			$	934,226			$	384,104			$	550,122
Cost of Sales				433,933				230,343				203,590
	Gross Profit			500,293				153,761				346,532
Sales and marketing expenses				778,817				557,457				221,360
Research and development expenses				430,540				471,544				(41,004	)
General and administrative expenses				1,741,928				787,638				954,290
	Operating expenses			2,951,285				1,816,639				1,134,646
	Operating loss			(2,450,992	)			(1,662,878	)			(788,114	)
Other income (expenses):
	Interest expense			(1,714,349	)			(383,077	)			1,331,272
	Interest income			6,488				1,091				(5,397	)
	Sundry			559				(1,914	)			(2,473	)
				(1,707,302	)			(383,900	)			1,323,402
	Net loss		$	(4,158,294	)		$	(2,046,778	)		$	(2,111,516	)

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			December 31
											Increase
			2005				2004				(Decrease)
Sales			$	710,216			$	1,073,990			$	(363,774	)
Cost of Sales				939,906				1,029,072				(89,166	)
	Gross Profit			(229,690	)			44,918				(274,608	)
Sales and marketing expenses				1,198,629				594,085				604,544
Research and development expenses				881,515				687,398				194,117
General administrative expenses				1,690,601				1,574,372				116,229
	Operating expenses			3,770,745				2,855,855				914,890
	Operating loss			(4,000,435	)			(2,810,937	)			(1,189,498	)
Other income (expenses):
	Interest expense			(804,665	)			(525,546	)			279,119
	Interest Income			1,375				1,425				(50	)
	Sundry			13,800				(4,312	)			(18,112	)
				(789,490	)			(528,433	)			(261,057	)
	Net loss		$	(4,789,925	)		$	(3,339,370	)		$	(1,450,555	)

	Sales

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	Cost of Sales

	Operating Expenses

	Interest Expense

	Liquidity

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	Operating Activities

	Financing Activities

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	•	Compliance and effectiveness issues with traditional point-of-purchase signage. Our review of the current market indicates that most retailers go through a tedious process to produce traditional static point-of-purchase and in-store signage. They create artwork, send such artwork to a printing company, go through a proof and approval process and then ship the artwork to each store. According to an article appearing in The Retail Bulletin (February 19, 2006), it is estimated that less than 50% of all static in-store signage programs are completely implemented once they are delivered to stores. We believe our signage solution can enable prompt and effective implementation of retailer signage programs, thus significantly improving compliance.
	•	Growing awareness that digital signage is more effective. We believe that a majority of brand buying decisions are made while in the retail store. Research presented at the 2005 Digital Signage Business conference shows that digital signage receives up to 10 times the eye contact of static signage and, depending upon the market, may significantly increase sales for new products that are digitally advertised. A study by Arbitron, Inc. found that 29% of the consumers who have seen video in a store say they bought a product they were not planning on buying after seeing the product featured on the in-store video display. We believe that our dynamic digital signage solutions provide a valuable alternative to advertisers currently using static signage.
	•	Changes in the advertising landscape. With the introduction of personal video recorders (PVRs) and satellite radio, we believe retailers, manufacturers and advertising firms are struggling with ways to present their marketing message effectively. A recent article in Infomercial Media states that PVRs (TiVo, for example) will be in over 30% of US homes within the next five years. Although viewers are watching 20-30% more television, they are using PVR technology to bypass as much as 70% of the commercials. In addition, satellite radio continues to grow in popularity with limited

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		and/or commercial free programming. We believe the use of digital signage will continue to grow as advertisers seek alternatives to traditional media.
	•	Decreasing hardware costs associated with digital signage. The high cost of monitors has been an obstacle of digital signage implementation for a number of years. The price of digital display panels has been falling due to increases in component supplies and manufacturing capacity. As a result, we believe that hardware costs are likely to continue to decrease, resulting in continued growth in this market. We employ digital displays from a variety of manufacturers. This independence allows us to give our customers the hardware their system requires while taking advantage of improvements in hardware technology, pricing reductions and availability. We partner with several key hardware vendors, including NEC, Richardson Electronics (Pixelink), LG, Hewlett Packard and Dell.

	Features and benefits of the RoninCast system includes:

	•	Effective Conveyance of Message. Studies have shown digital signs to be an effective means of attracting the attention of customers and improving message recall. We believe that the display of complex graphics and videos creates a more appealing store environment.
	•	Centrally Controlled. RoninCast empowers the end-user to distribute content from one central location. As a result, real-time marketing decisions can be managed in-house ensuring retailers’ communication with customers is executed system-wide at the right time and the right place. Our content management software recognizes the receipt of new content, displays the content, and reports back to the central location(s) that the media player is working properly.
	•	Wireless Delivery. RoninCast can distribute content within an installation wirelessly. RoninCast is compatible with current wireless networking technology and does not require additional capacity within an existing network. RoninCast uses Wireless Local Area Network (WLAN) or wireless data connections to establish connectivity. By installing or using an existing onsite WLAN, RoninCast can be incorporated throughout the venue without any environmental network cabling. We also offer our mobile communications solution for off-site signage where WLAN is not in use or practical.
	•	Network Control. Each remote media player is uniquely identified and distinguished from other units as well as between multiple locations. RoninCast gives the end-user the ability to view the media player’s status to determine if the player is functioning properly and whether the correct content is playing. A list of all units on the system is displayed allowing the end-user to view single units or clusters of units. The system also allows the end-user to receive information regarding the

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		health of the network before issues occur. In addition, display monitors can be turned on or off remotely.
	•	Ease and Speed of Message Delivery. Changing market developments or events can be quickly incorporated into our system. The end-user may create entire content distributions on a daily, weekly or monthly basis. Furthermore, the system allows the end-user to interject quick daily updates to feature new or overstocked items, and then automatically return to the previous content schedule.
	•	Scalability/ Mobility. By utilizing a wireless network, the RoninCast system provides the ability to easily move signage or “scale-up” to incorporate additional digital signage. Displays can be moved to or from any location under a wireless network. Customers are able to accommodate adds/moves/changes within their environment without rewiring network connections. And when the customer wants to add additional digital signage, only electrical power needs to be supplied at the new location.
	•	Data Collection. Through interactive touch screen technology, RoninCast software can capture user data and information. This information can provide feedback to both the customer and the marketer. The ability to track customer interaction and data mine user profiles, in a non-obtrusive manner, can provide customers feedback that would otherwise be difficult to gather.
	•	Integrated Applications. RoninCast can integrate digital signage with other applications and databases. RoninCast is able to use a database feed to change the content or marketing message, making it possible for our customers to deliver targeted messages. Data feeds can be available either internally within a business or externally through the Internet. For example, our customers can specify variable criteria or conditions which RoninCast will analyze, delivering marketing content relevant to the changing environment.
	•	Compliance/ Consistency. RoninCast addresses compliance and consistency issues associated with print media and alternative forms of visual marketing. Compliance measures the frequency of having the marketing message synchronized primarily with product availability and price. Compliance issues cause inconsistencies in pricing, product image and availability, and store polices. RoninCast addresses compliance by allowing message updates and flexible control of a single location or multiple locations network-wide. RoninCast allows our customers to display messages, pricing, images, and other information on websites that are identical to those displayed at retail locations.

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	•	Best Buy — Best Buy is testing and evaluating RoninCast software at their headquarters in Richfield, Minnesota. We have also installed a test installation at a store location in San Diego, California.
	•	Canterbury Park — We have installed RoninCast throughout the Canterbury Park gaming facility. In addition, Canterbury installed digital signage twenty-five miles away at the Minneapolis/ St. Paul International airport utilizing RoninCast with mobile communications. Both in-house and off-site digital signage is controlled from one central location.
	•	Coca-Cola — The Midwest region fountain division provides RoninCast displays as a means of extending their contracts with various customers, including restaurants, theatres, C-stores and supermarkets. Coca-Cola also uses its marketing co-op program with customers as a brand awareness/reward tool.
	•	GetServd.com — GetServd.com is a full service digital advertising firm located in Calgary, Alberta, that runs the RoninCast® digital signage network for many of North America’s leading paint suppliers, including industry pace setters Hirshfield’s in the Midwest and Miller Paint in the Northwest. GetServd.com creates custom signage networks for their customers to promote their various vendors, create related sales opportunities and reduce perceived wait time for their customers.
	•	Foxwoods Resort Casino — Foxwoods is the largest casino in the world, with 340,000 square feet of gaming space in a complex that covers 4.7 million square feet. More than 40,000 guests visit Foxwoods each day. Foxwoods purchased RoninCast® to control, administer and maintain marketing content on its property from its marketing headquarters in Norwich, Connecticut.
	•	Las Vegas Convention and Visitors Authority — By using our solution for wayfinding (touch screen technology), advertising and event scheduling, this digital signage installation exemplifies how digital signage can enhance an environment while providing advanced technology to control, administer and maintain marketing content from one centralized location.
	•	Mystic Lake Casino and Resort — We have installed RoninCast displays for several applications, including offsite advertising at the Mall of America, Wall of Winners, promotion of casino winners, general kiosks and upcoming casino events.
	•	Showtickets.com — Showtickets uses the RoninCast to control content in Las Vegas to promote ticket sales for shows and events throughout Las Vegas. An example of our scalability, Showtickets has continued to increase their digital signage presence over the past three years.
	•	University of Akron — The University uses RoninCast as an information system for students and faculty. Starting with a small installation footprint, the University continues to grow their digital signage network with recurring orders for expansion.
	•	Wynn Las Vegas — Content developed exclusively by Wynn for its proprietary outdoor display is previewed, edited and approved using our system.

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	Key Components

	User-Friendly Network Control

	Diverse Content Choices

	Intelligent Content Distribution

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	Distributed Management

	Enterprise-Level Compatibility

	Flexible Network Design

	Security

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	Specialized Products

	•	Bailiwick Data Systems, Inc. and National Service Center (installation services);
	•	Samsung America, LG Electronics USA, NEC Display Solutions and Richardson Electronics Ltd. (monitors);
	•	Hewlett Packard Company, Dell USA, LP (computers); and
	•	Chief Manufacturing, Inc. (fixtures).

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Name		Age				Position
Jeffrey C. Mack			53			Chairman, President, Chief Executive Officer and Director
Christopher F. Ebbert			40			Executive Vice President and Chief Technology Officer
John A. Witham			55			Executive Vice President and Chief Financial Officer
Stephen E. Jacobs			58			Executive Vice President and Secretary
Scott W. Koller			44			Senior Vice President, Sales and Marketing
Henry B. May			51			Senior Vice President, Operations
Dr. William F. Schnell			50			Director
Carl B. Walking Eagle Sr.			64			Director
Gregory T. Barnum			51			Director
Thomas J. Moudry			46			Director
Brett A. Shockley			47			Director

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															Long-Term
			Annual Compensation												Compensation
															Awards
															Securities
											Other Annual				Underlying				All Other
Name and Principal Position			Salary($)				Bonus($)				Compensation($)				Options(#)(1)				Compensation($)
Jeffrey C. Mack				139,766				38,500				—				40,000				—
	Chairman of the Board of Directors, President and Chief Executive Officer
Michael J. Hopkins				105,692				6,000				—				6,667				—
	Executive Vice President
Christopher F. Ebbert				129,615				12,000				—				76,308				—
	Executive Vice President and Chief Technology Officer
Scott W. Koller				114,231				6,000				7,661	(2)			8,334				—
	Senior Vice President Sales and Marketing

(1)	Represents the number of shares of common stock underlying warrants granted.
(2)	Represents sales commissions paid to Mr. Koller.

Individual Grants
						Percent of Total				Exercise
		Number of Securities				Options Granted				or Base
		Underlying Options				to Employees in				Price
Name		Granted(#)(1)				Fiscal Year				($/share)				Expiration Date
Jeffrey C. Mack			18,333				6.67	%			6.75				9/2/2010
			21,667				7.88	%			13.50	(2)			3/31/2011
Michael J. Hopkins			6,667				2.99	%			2.25				1/26/2010
			6,944				3.11	%			9.00				12/30/2010
Christopher F. Ebbert			3,889				1.41	%			2.25				1/26/2010
			27,778				10.11	%			0.09				1/26/2010
			1,864				0.68	%			9.00				4/22/2010
			13,889				5.05	%			6.75				9/3/2010
			13,889				5.05	%			6.75				9/3/2010
			15,000				5.46	%			13.50	(2)			3/31/2011
Scott W. Koller			5,556				2.02	%			6.75				8/4/2010
			2,778				1.01	%			11.25				10/10/2010

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(1)	Each of the warrants granted in 2005 have a term of five years and, except for the warrant grants to Mr. Mack and Mr. Ebbert to purchase 21,667 shares and 15,000 shares respectively which were granted subject to shareholder approval, are immediately exercisable.
(2)	These warrants were subsequently repriced to $9.00 per share as described under “Certain Relationships and Related Party Transactions — Warrant Repricing” below.

		Number of Securities								Value of Unexercised
		Underlying Unexercised								In-The-Money
		Options at								Options at
		Fiscal Year-End(#)(1)								Fiscal Year-End($)(2)
Name		Exercisable				Unexercisable				Exercisable				Unexercisable
Jeffrey C. Mack			53,689				21,667			$	159,099				—
Michael J. Hopkins			16,167				0			$	46,699				—
Christopher F. Ebbert			77,061				15,000			$	294,995				—
Scott W. Koller			11,573				0				—				—

(1)	Represents shares of common stock issuable upon exercise of outstanding warrants.
(2)	There was no public trading market for our common stock as of December 31, 2005. Accordingly, the value of the unexercised in-the-money warrants listed above have been calculated on the basis of the assumed initial public offering price of $4.50 per share, less the applicable exercise price per share, multiplied by the number of shares underlying the warrants.

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Michael Frank		10,000 shares
Carl B. Walking Eagle Sr.		40,000 shares
Barry W. Butzow		10,000 shares
Gregory T. Barnum		40,000 shares
Thomas J. Moudry		40,000 shares
Brett A. Shockley		40,000 shares
William F. Schnell		40,000 shares
Susan K. Haugerud		10,000 shares

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		Warrant
Name		Shares
Jeffrey C. Mack			21,667
Stephen E. Jacobs			23,333
Christopher F. Ebbert			15,000
Marshall Group			4,444
Barry W. Butzow			16,667
Michael Frank			22,222

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	•	each person who is known by us to own beneficially more than 5% of our common stock;
	•	each current director;
	•	each of our executive officers; and
	•	all directors and executive officers as a group.

		Beneficial Ownership								Beneficial Ownership
		Prior to Offering								After Offering(1)
Name and Address of Beneficial Owner		Shares				Percent				Shares				Percent
Directors and Executive Officers
Jeffrey C. Mack			53,689	(2)			5.8	%			53,689				*	%
Michael J. Hopkins			33,944	(3)			3.9	%			33,944				*	%
Christopher F. Ebbert			121,052	(4)			12.8	%			121,052				1.7	%
John A. Witham			22,222	(5)			2.5	%			22,222				*	%
Stephen E. Jacobs			133,933	(6)			13.5	%			133,933				1.8	%
Scott W. Koller			11,574	(7)			1.3	%			11,574				*	%
Henry B. May			—				—				—				—
Dr. William F. Schnell			74,769	(8)			8.3	%			74,769				1.0	%
Carl B. Walking Eagle Sr.			1,305,525	(9)			61.4	%			1,305,525				18.1	%
Gregory T. Barnum			—	(10)			—				—				—
Thomas J. Moudry			—	(10)			—				—				—
Brett A. Shockley			—	(10)			—				—				—
5% Beneficial Owners
Spirit Lake Tribe			1,305,525	(11)			61.4	%			1,305,525				18.1	%
Barry W. Butzow			467,850	(12)			36.6	%			467,850				6.3	%
Jack Norqual			311,428	(13)			27.7	%			311,428				4.3	%
Galtere International			104,245	(14)			11.0	%			104,245				1.4	%
R.A. Stinski			197,957	(15)			19.3	%			197,957				2.7	%
Jill Jensen-Behr			72,729	(16)			8.1	%			72,729				1.0	%
Stephen P. Meyer			66,806	(17)			7.3	%			66,806				*	%

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		Beneficial Ownership								Beneficial Ownership
		Prior to Offering								After Offering(1)
Name and Address of Beneficial Owner		Shares				Percent				Shares				Percent
C. Donald Dorsey			163,148	(18)			16.0	%			163,148				2.3	%
SHAG LLC			64,352	(19)			7.2	%			64,352				*	%
All executive officers and directors as a group (11 persons)			1,756,708	(20)(21)			71.0	%			1,756,708				23.4	%

*	Less than 1%
(1)	Shares beneficially owned reflect a one-for-six reverse stock split of our common stock effected in April 2006 and a two-for-three reverse stock split effected in August 2006.
(2)	Represents shares issuable upon exercise of warrants. Excludes 55,555 shares issuable upon exercise of options granted subject to shareholder approval.
(3)	Includes 16,167 shares issuable upon exercise of warrants.
(4)	Includes 6,213 shares issuable upon conversion of convertible notes and 77,061 shares issuable upon exercise of warrants.
(5)	Represents shares issuable upon exercise of warrants. Excludes 22,222 shares issuable upon exercise of options granted subject to shareholder approval.
(6)	Includes 18,519 shares issuable upon conversion of convertible notes and 109,859 shares issuable upon exercise of warrants.
(7)	Represents shares issuable upon exercise of warrants.
(8)	Includes 2,083 shares issuable upon exercise of warrants and 64,352 shares beneficially owned by SHAG LLC, which includes 11,111 shares issuable upon exercise of warrants and 19,907 shares issuable upon conversion of convertible notes. Dr. Schnell is an owner of SHAG LLC and may be deemed to beneficially own the shares held by SHAG LLC. Dr. Schnell disclaims beneficial ownership of the shares held by SHAG LLC except to the extent of his pecuniary interest in such shares. Excludes 13,333 shares issuable upon exercise of options granted subject to shareholder approval.
(9)	Includes 44,444 shares owned by Spirit Lake Tribe and 1,261,081 shares issuable upon conversion of the convertible debenture owned by Spirit Lake Tribe. Carl B. Walking Eagle Sr. is the Vice Chairman of the Spirit Lake Tribal Council and may be deemed to beneficially own the shares held by Spirit Lake Tribe. Mr. Walking Eagle disclaims beneficial ownership of the shares owned by Spirit Lake Tribe except to the extent of his pecuniary interest in such shares. Excludes 13,333 shares issuable upon exercise of options granted subject to shareholder approval.

(10)	Excludes 13,333 shares issuable upon exercise of options granted subject to shareholder approval.
(11)	Includes 1,261,081 shares issuable upon conversion of a convertible debenture.
(12)	Includes 203,083 shares issuable upon conversion of convertible notes and 208,767 shares issuable upon exercise of warrants. Excludes 3,333 shares issuable upon exercise of options granted subject to shareholder approval.
(13)	Includes 133,970 shares issuable upon conversion of convertible notes and 124,236 shares issuable upon exercise of warrants.
(14)	Includes 55,634 shares issuable upon conversion of convertible notes and 29,167 shares issuable upon exercise of warrants.
(15)	Includes 66,093 shares issuable upon conversion of convertible notes and 92,698 shares issuable upon exercise of warrants.
(16)	Includes 29,029 shares issuable upon exercise of warrants.
(17)	Includes 23,148 shares issuable upon conversion of convertible notes and 31,157 shares issuable upon exercise of warrants.

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(18)	Includes 92,593 shares issuable upon conversion of convertible notes and 59,444 shares issuable upon exercise of warrants.
(19)	Includes 19,907 shares issuable upon conversion of a promissory note and 11,111 shares issuable upon exercise of warrants.
(20)	Includes 1,305,720 shares issuable upon conversion of convertible debentures and notes and 303,766 shares issuable upon exercise of warrants beneficially owned by our executive officers and directors.
(21)	Includes 1,380,294 shares beneficially owned by entities related to two of our directors. These directors may be deemed to beneficially own the shares held by such entities, which include 1,280,988 shares issuable upon conversion of convertible debentures and notes and 13,194 shares issuable upon exercise of warrants.

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	•	have the right to receive ratably any dividends from funds legally available therefor, when, as and if declared by our board of directors;
	•	are entitled to share ratably in all of our assets available for distribution to holders of our common stock upon liquidation, dissolution or winding up of the affairs of our company; and
	•	are entitled to one vote per share on all matters which shareholders may vote on at all meetings of shareholders.

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	Bridge Notes

	Spirit Lake Tribe Debenture

	•	the total outstanding shares of common stock;
	•	all shares of common stock issuable upon conversion or exercise in full of all outstanding options, warrants or other convertible securities or other rights of any nature to acquire shares of common stock or securities convertible into shares of common stock; and
	•	all shares of common stock that can be acquired pursuant to warrants or options issued to employees pursuant to existing employment contracts.

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	Other Convertible Notes

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	•	1% of the number of shares of common stock then outstanding, or
	•	the average weekly trading volume of our common stock during the four calendar weeks preceding the date of filing of a notice on Form 144 with respect to the sale.

	•	offer, sell, offer to sell, contract to sell or otherwise dispose of any shares of our common stock or any of our securities which are substantially similar to the common stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or any such substantially similar securities, or
	•	enter into any swap, option, future, forward or other agreement that transfers, in whole or in part, the economic consequence of ownership of common stock or any securities substantially similar to the common stock,

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	•	if our aggregate revenues for the three fiscal years preceding such request, and any additional interim period, equal or exceed $500,000 and the auditor’s report accompanying our latest audited financial statements does not contain a “going-concern” qualification, then commencing one year from the closing of the offering, 21/2 % of the Escrowed Securities may be released on a pro rata basis each quarter, with the remaining Escrowed Securities being released on the second anniversary of the closing of the offering; or
	•	if our aggregate revenues for the three fiscal years preceding such request, and any additional interim period, are less than $500,000, then commencing two years from the closing of the offering, 21/2 % of the Escrowed Securities may be released on a pro rata basis each quarter, with the remaining Escrowed Securities being released on the fourth anniversary of the closing of the offering.

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		Payable by Us
		No exercise				Full Exercise
Per share		$
Total		$

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REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM				F-3
FINANCIAL STATEMENTS
	BALANCE SHEETS			F-4
	STATEMENTS OF OPERATIONS			F-5
	STATEMENTS OF SHAREHOLDERS’ DEFICIT			F-6
	STATEMENTS OF CASH FLOWS			F-9
	NOTES TO FINANCIAL STATEMENTS			F-10

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	/s/     Virchow, Krause & Company, LLP

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					December 31,				December 31,				June 30,
					2005				2004				2006
													(Unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents				$	134,587			$	99,644			$	214,338
	Accounts receivable, net					216,380				27,548				123,395
	Inventories					391,503				211,228				284,582
	Prepaid expenses and other current assets					25,717				26,504				36,281
		Total current assets				768,187				364,924				658,596
PROPERTY AND EQUIPMENT, net						384,221				302,429				462,628
OTHER ASSETS
	Deferred financing costs, net					143,172				20,139				454,037
	Other assets					17,591				14,106				253,453
						160,763				34,245				707,490
TOTAL ASSETS					$	1,313,171			$	701,598			$	1,828,714
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
	Bank lines of credit and notes payable				$	844,599			$	450,000			$	2,475,764
	Short-term notes payable — related parties					64,605				—				421,196
	Current maturities of long-term obligations					1,402,616				1,702,917				1,036,990
	Current maturities of long-term obligations — related parties					3,000,000				47,300				3,000,000
	Accounts payable					306,528				167,528				778,331
	Deferred revenue					1,087,426				1,080,833				568,384
	Accrued liabilities					544,704				551,044				801,604
			Total current liabilities			7,250,478				3,999,622				9,082,269
LONG-TERM LIABILITIES
	Notes payable, less current maturities					970,861				747,563				930,101
	Notes payable — related parties, less current maturities					697,300				650,000				697,300
			Total long-term liabilities			1,668,161				1,397,563				1,627,401
			Total liabilities			8,918,639				5,397,185				10,709,670
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ DEFICIT
	Capital stock, $0.01 par value, 66,666,666 shares authorized
		Preferred stock, 16,666,666 shares authorized, no shares issued and outstanding at December 31, 2005 and 2004 and June 30, 2006				—				—				—
		Common stock, 50,000,000 shares authorized; 784,037, 583,659, and 846,035 shares issued and outstanding at December 31, 2005 and 2004 and June 30, 2006, respectively				7,840				5,837				8,460
	Additional paid-in capital					11,032,668				9,154,627				13,914,854
	Accumulated deficit					(18,645,976	)			(13,856,051	)			(22,804,270	)
			Total shareholders’ deficit			(7,605,468	)			(4,695,587	)			(8,880,956	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT					$	1,313,171			$	701,598			$	1,828,714

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												Six Months Ended
				Year Ended				Year Ended
				December 31,				December 31,				June 30,				June 30,
				2005				2004				2006				2005
												(Unaudited)				(Unaudited)
Sales
	Hardware			$	576,566			$	847,859			$	568,082			$	320,413
	Software				66,572				83,918				301,546				37,916
	Services and other				67,078				142,213				64,598				25,775
		Total sales			710,216				1,073,990				934,226				384,104
Cost of sales
	Hardware				517,503				892,217				396,471				221,111
	Software				—				—				—				338
	Services and other				32,156				136,855				37,462				8,894
	Inventory lower of cost or market adjustment				390,247				—				—				—
		Total cost of sales			939,906				1,029,072				433,933				230,343
		Gross profit (loss)			(229,690	)			44,918				500,293				153,761
Operating expenses
	Sales and marketing expenses				1,198,629				594,085				778,817				557,457
	Research and development expenses				881,515				687,398				430,540				471,544
	General and administrative expenses				1,690,601				1,574,372				1,741,928				787,638
		Total operating expenses			3,770,745				2,855,855				2,951,285				1,816,639
		Operating loss			(4,000,435	)			(2,810,937	)			(2,450,992	)			(1,662,878	)
Other income (expenses)
	Interest expense				(804,665	)			(525,546	)			(1,714,349	)			(383,077	)
	Interest income				1,375				1,425				6,488				1,091
	Other				13,800				(4,312	)			559				(1,914	)
					(789,490	)			(528,433	)			(1,707,302	)			(383,900	)
		Net loss		$	(4,789,925	)		$	(3,339,370	)		$	(4,158,294	)		$	(2,046,778	)
Basic and diluted loss per common share				$	(7.18	)		$	(6.87	)		$	(5.27	)		$	(3.40	)
Weighted average basic and diluted shares outstanding					666,712				486,170				789,320				602,263

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				Common Stock								Additional								Total
												Paid-In				Accumulated				Shareholders’
				Shares				Par Value				Capital				Deficit				Deficit
Balances at December 31, 2003					503,067			$	5,031			$	8,889,260			$	(10,516,681	)		$	(1,622,390	)
	Common stock issued for:
		Notes payable at $1.80 per share			68,593				686				122,804				—				123,490
		Deferred financing costs at $1.80 per share			11,111				111				19,889				—				20,000
	Warrants issued to related parties for:
		Notes payable			—				—				10,769				—				10,769
		Services			—				—				6,054				—				6,054
	Warrants issued for:
		Notes payable			—				—				45,303				—				45,303
		Services			—				—				50,557				—				50,557
	Conversion of note payable into common stock				888				9				9,991				—				10,000
	Net loss				—				—				—				(3,339,370	)			(3,339,370	)
Balances at December 31, 2004					583,659			$	5,837			$	9,154,627			$	(13,856,051	)		$	(4,695,587	)

F-6

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Table of Contents

				Common Stock								Additional								Total
												Paid-In				Accumulated				Shareholders’
				Shares				Par Value				Capital				Deficit				Deficit
Balances at December 31, 2004					583,659			$	5,837			$	9,154,627			$	(13,856,051	)		$	(4,695,587	)
	Sales of equity instruments for cash consideration:
		Equity units sold at $9.00 per unit			113,884				1,139				1,023,861				—				1,025,000
		Common stock sold at $9.00 per share			9,998				100				89,900				—				90,000
		Common stock sold at $4.50 per share			22,222				222				99,778				—				100,000
	Common stock issued to related parties for:
		Short-term notes payable to related parties at $2.19 per share			33,332				333				72,799				—				73,132
		Payment of accrued interest to related party at $9.00 per share			19,443				194				174,806				—				175,000
	Common stock issued for:
		Services at $1.80 per share			833				8				1,492				—				1,500
		Services at $9.00 per share			666				7				5,993				—				6,000
	Warrants issued to related parties for:
		Short-term notes payable — related parties			—				—				65,925				—				65,925
		Notes payable — related parties			—				—				33,954				—				33,954
		Short-term borrowings — related parties			—				—				115,628				—				115,628
		Deferred financing costs — related party			—				—				28,479				—				28,479
	Warrants issued for:
		Short-term notes payable			—				—				12,465				—				12,465
		Notes payable			—				—				48,409				—				48,409
		Deferred financing costs			—				—				25,782				—				25,782
		Services			—				—				78,770				—				78,770
	Net loss				—				—				—				(4,789,925	)			(4,789,925	)
Balances at December 31, 2005					784,037			$	7,840			$	11,032,668			$	(18,645,976	)		$	(7,605,468	)

F-7

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Table of Contents

				Common Stock								Additional								Total
												Paid-In				Accumulated				Shareholders’
				Shares				Par Value				Capital				Deficit				Deficit
Balances at December 31, 2005					784,037			$	7,840			$	11,032,668			$	(18,645,976	)		$	(7,605,468	)
	Stock issued to related parties for:
		Interest expense to related party at $9.00 per share (unaudited)			16,666				167				149,833				—				150,000
	Stock issued to related parties for short-term notes payable (unaudited)				45,332				453				202,192				—				202,645
	Warrants issued to related parties for:
		Short-term notes payable — related parties (unaudited)			—				—				268,872				—				268,872
		Deferred issuance costs — related parties (unaudited)			—				—				39,499				—				39,499
	Warrants issued for:
		Notes payable (unaudited)			—				—				18,697				—				18,697
		Bridge notes (unaudited)			—				—				923,428				—				923,428
		Compensation expense (unaudited)			—				—				261,910				—				261,910
		Directors (unaudited)			—				—				186,638				—				186,638
	Beneficial conversion of short-term notes payable (unaudited)				—				—				749,991				—				749,991
	Repricing of warrants (unaudited)				—				—				81,126				—				81,126
	Net loss (unaudited)				—				—				—				(4,158,294	)			(4,158,294	)
Balances at June 30, 2006 (unaudited)					846,035			$	8,460			$	13,914,854			$	(22,804,270	)		$	(8,880,956	)

F-8

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Table of Contents

													Six Months Ended
					Year Ended				Year Ended
					December 31,				December 31,				June 30,				June 30,
					2005				2004				2006				2005
													(Unaudited)				(Unaudited)
Net loss					$	(4,789,925	)		$	(3,339,370	)		$	(4,158,294	)		$	(2,046,778	)
Adjustments to reconcile net loss to net cash used in operating activities
	Depreciation and amortization					151,830				50,060				310,959				80,217
	Loss on disposal of property and equipment					7,355				4,595				—				—
	Allowance for doubtful receivables					2,500				—				21,000				2,500
	Inventory lower of cost or market adjustment					390,247				—				—				—
	Debt discount amortization					63,647				177,974				538,509				35,331
	Debt discount amortization — related party					37,617				33,070				428,107				33,954
	Common stock issued for interest expense — related party					175,000				—				150,000				—
	Common stock issued for services					7,500				—				—				1,500
	Issuance of warrants for short-term borrowings — related parties					115,628				—				39,499				39,415
	Issuance of warrants for services					78,770				56,611				—				5,546
	Issuance of warrants as compensation expense					—				—				448,548				—
	Repricing of warrants					—				—				81,126				—
	Change in assets and liabilities
		Accounts receivable				(191,332	)			(5,368	)			71,985				(138,303	)
		Inventories				(52,289	)			(75,062	)			102,898				(59,971	)
		Prepaid expenses and other current assets				787				(26,504	)			(10,564	)			399
		Other assets				(3,485	)			(9,140	)			(2,495	)			(7,210	)
		Accounts payable				154,000				(6,524	)			471,803				15,306
		Deferred revenue				6,593				1,080,833				(519,042	)			(2,825	)
		Accrued liabilities				460,683				571,554				256,751				98,262
			Net cash used in operating activities			(3,384,874	)			(1,487,271	)			(1,769,210	)			(1,942,657	)
Cash flows used in investing activities
	Purchases of property and equipment					(272,114	)			(257,634	)			(157,447	)			(182,285	)
			Net cash used in investing activities			(272,114	)			(257,634	)			(157,447	)			(182,285	)
Cash flows provided by financing activities
	Net proceeds from bank lines of credit and short-term notes payable					400,000				450,000				2,775,000				(150,000	)
	Payment for deferred financing costs					(100,000	)			—				(525,202	)			(100,000	)
	Payment for prepaid offering costs					—				—				(233,367	)			—
	Proceeds from short-term notes payable — related parties					200,000				—				400,000				59,837
	Proceeds from long-term notes payable					—				1,634,740				93,319				—
	Proceeds from long-term notes payable — related parties					3,000,000				113,750				—				2,000,000
	Payments on long-term notes payable					(1,023,069	)			(372,653	)			(503,342	)			(579,718	)
	Proceeds from issuance of common stock and equity units					1,215,000				—				—				1,025,000
			Net cash provided by financing activities			3,691,931				1,825,837				2,006,408				2,255,119
			INCREASE IN CASH AND CASH EQUIVALENTS			34,943				80,932				79,751				130,177
Cash and cash equivalents at beginning of period						99,644				18,712				134,587				99,644
Cash and cash equivalents at end of period					$	134,587			$	99,644			$	214,338			$	229,821

F-9

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Table of Contents

	Nature of Business and Operations

	Overview

	Summary of Significant Accounting Policies

1.	Revenue Recognition

	•	Technology license and royalties
	•	Product and software license sales
	•	Content development services
	•	Training and implementation
	•	Maintenance and support contracts

F-10

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Table of Contents

1.	Revenue Recognition — (Continued)

	Software and technology license sales

	Product sales

	Professional service revenue

	Maintenance and support revenue

F-11

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Table of Contents

2.	Cash and Cash Equivalents

3.	Accounts Receivable

4.	Inventories

5.	Depreciation and Amortization

Property and equipment
	Equipment			3-5 years
	Demonstration equipment			3-5 years
	Furniture and fixtures			7 years
	Purchased software			3 years
	Leased equipment			3 years
	Leasehold improvements			5 years
Intangible assets
	Deferred financing costs			1-5 years

F-12

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Table of Contents

5.	Depreciation and Amortization — (Continued)

6.	Advertising Costs

7.	Software Development Costs

8.	Basic and Diluted Loss per Common Share

9.	Deferred Income Taxes

10.	Accounting for Stock-Based Compensation

F-13

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Table of Contents

10.	Accounting for Stock-Based Compensation — (Continued)

F-14

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Table of Contents

10.	Accounting for Stock-Based Compensation — (Continued)

					Year Ended				Year Ended				Six Months
					December 31,				December 31,				Ended
					2005				2004				June 30, 2005
													(Unaudited)
Net loss:
	As reported				$	(4,789,925	)		$	(3,339,370	)		$	(2,046,778	)
		Add: Employee compensation expense included in net loss				—				—				—
		Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards				(13,880	)			(2,239	)			(1,577	)
	Pro forma				$	(4,803,805	)		$	(3,341,609	)		$	(2,048,355	)
	Basic and diluted loss per common share:
			As reported		$	(7.18	)		$	(6.87	)		$	(3.40	)
			Pro forma		$	(7.21	)		$	(6.87	)		$	(3.40	)

		2005 Grants				2004 Grants				2006 Grants
Expected volatility factors			n/a				n/a				61.7	%
Approximate risk free interest rates			5.0	%			5.0	%			5.0	%
Expected lives			5 Years				5 Years				5 Years

F-15

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Table of Contents

11.	Fair Value of Financial Instruments

12.	Registration Rights Agreements

13.	Unaudited Interim Results

14.	Use of Estimates

F-16

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Table of Contents

15.	Recent Accounting Pronouncements

16.	Going Concern

F-17

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Table of Contents

16.	Going Concern — (Continued)

Six Months Ended

Year Ended

Year Ended

December 31,

December 31,

June 30,

June 30,

Customer

2005

2004

2006

2005

(Unaudited)

(Unaudited)

A

10.0%

*

*

*

B

*

61.4%

31.6%

*

C

*

21.4%

*

*

D

*

*

31.7%

*

E

*

*

*

16.2%

F

*

*

*

14.8%

G

*

*

*

13.9%

10.0%

82.8%

63.3%

44.9%

*	Sales from this customer were less than 10% of the total sales for the period reported.

F-18

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Table of Contents

December 31,

December 31,

June 30,

June 30,

Customer

2005

2004

2006

2005

(Unaudited)

(Unaudited)

A

41.1%

*

*

*

B

30.8%

*

*

24.3%

C

14.3%

*

*

*

D

*

77.0%

*

*

E

*

14.8%

*

*

F

*

*

37.5%

*

G

*

*

25.9%

*

H

*

*

10.0%

*

I

*

*

*

33.9%

J

*

*

*

13.1%

86.2%

91.8%

73.4%

71.3%

*	Receivables from this customer were less than 10% of total accounts receivable for the period reported.

		December 31,				December 31,				June 30,
		2005				2004				2006
										(Unaudited)
Finished goods		$	143,483			$	41,295			$	65,414
Product components and supplies			248,020				48,878				219,168
Software licenses			—				121,055				—
		$	391,503			$	211,228			$	284,582

F-19

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Table of Contents

		December 31,				December 31,				June 30,
		2005				2004				2006
										(Unaudited)
Equipment		$	139,953			$	42,277			$	167,758
Demonstration equipment			59,738				14,278				94,987
Furniture and fixtures			24,598				10,271				24,598
Purchased software			66,573				51,288				70,246
Leased equipment			180,756				180,756				231,581
Leasehold improvements			100,430				53,085				144,845
			572,048				351,955				734,015
Less: accumulated depreciation and amortization			(187,827	)			(49,526	)			(271,387	)
		$	384,221			$	302,429			$	462,628

		December 31,				December 31,				June 30,
		2005				2004				2006
										(Unaudited)
Deferred financing costs		$	143,172			$	20,139			$	454,037
Prepaid offering costs			—				—				233,367
Deposits			17,591				14,106				20,086
		$	160,763			$	34,245			$	707,490

	Deferred financing costs

F-20

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Table of Contents

	Prepaid offering costs

		December 31,				December 31,				June 30,
		2005				2004				2006
										(Unaudited)
Lines of credit — bank		$	750,000			$	300,000			$	750,000
Short term note payable — shareholder			94,599				—				107,500
Bridge notes payable			—				—				1,618,264
Short term note payable — bank			—				150,000				—
		$	844,599			$	450,000			$	2,475,764

	Lines of credit — bank

	Short-term note payable — shareholder

F-21

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Table of Contents

	Bridge notes payable

	Short-term note payable — bank

	Short-term notes payable — related parties

F-22

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Table of Contents

	Short-term borrowings — related parties

F-23

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Table of Contents

		December 31,				December 31,				June 30,
		2005				2004				2006
										(Unaudited)
Gaming industry license		$	500,000			$	500,000			$	500,000
Restaurant industry license			236,659				569,866				—
Customer deposits			332,236				5,185				45,177
Deferred maintenance			18,531				5,782				23,207
		$	1,087,426			$	1,080,833			$	568,384

F-24

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Table of Contents

		December 31,				December 31,				June 30,
		2005				2004				2006
										(Unaudited)
Interest		$	380,798			$	365,874			$	631,377
Compensation			102,380				102,672				121,239
Deferred gain on sale leaseback			50,455				76,780				43,985
Sales tax and other			11,071				5,718				5,003
		$	544,704			$	551,044			$	801,604

		December 31,				December 31,
		2005				2004				June 30, 2006
										(Unaudited)
Convertible bridge notes payable		$	1,438,923			$	1,543,325			$	1,436,650
Non-convertible notes payable			221,273				587,019				161,671
Note payable to customer			384,525				168,750				218,383
Note payable to supplier			232,193				—				—
Capital lease obligations			96,563				151,386				150,387
			2,373,477				2,450,480				1,967,091
Less: current maturities			(1,402,616	)			(1,702,917	)			(1,036,990	)
		$	970,861			$	747,563			$	930,101

	Convertible bridge notes payable

F-25

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Table of Contents

	Non-convertible notes payable

F-26

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Table of Contents

	Note payable to customer

	Note payable to supplier

	Capital Lease Obligations

			December 31,				December 31,				June 30,
			2005				2004				2006
											(Unaudited)
Cost			$	180,756			$	180,756			$	231,581
Less: accumulated amortization				(92,874	)			(32,622	)			(129,969	)
	Total		$	87,882			$	148,134			$	101,612

Year Ending December 31,		Amount
2006		$	63,143
2007			48,319
Total payments			111,462
Less: portion representing interest			(14,899	)
Principal portion			96,563
Less: current portion			(52,006	)
Long-term portion		$	44,557

F-27

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Table of Contents

Year Ending December 31,		Amount
2006		$	1,402,616
2007			148,334
2008			9,027
2009			768,500
2010			45,000
Total		$	2,373,477

		December 31,				December 31,
		2005				2004				June 30, 2006
										(Unaudited)
Convertible debenture payable		$	3,000,000			$	—			$	3,000,000
Convertible bridge notes payable			683,550				683,550				683,550
Non-convertible notes payable			13,750				13,750				13,750
			3,697,300				697,300				3,697,300
Less: current maturities			(3,000,000	)			(47,300	)			(3,000,000	)
		$	697,300			$	650,000			$	697,300

	Convertible debenture payable

F-28

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Table of Contents

	Convertible bridge notes payable

	Non-convertible notes payable

F-29

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Table of Contents

Year Ending December 31,		Amount
2006		$	3,000,000
2007			—
2008			100,000
2009			563,750
2010			33,550
Total		$	3,697,300

	Operating Leases

Year Ending December 31,		Amount
2006		$	70,458
2007			72,611
2008			74,727
2009			65,095
Total		$	282,891

F-30

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Table of Contents

		December 31, 2005								December 31, 2004
						Weighted								Weighted
		Common				Average				Common				Average
		Stock				Exercise				Stock				Exercise
		Warrants				Price				Warrants				Price
Outstanding at beginning of year			412,446			$	9.57				131,765			$	10.59
Granted			183,637				8.45				287,228				8.96
Exercised			—				—				—				—
Expired			(28,483	)			3.38				(6,547	)			8.83
Outstanding and exercisable at end of year			567,600			$	9.25				412,446			$	9.57

		2005				2004
Expected life			3-5 Years				5 Years
Dividend yield			0	%			0	%
Expected volatility			61.718	%			61.718	%
Risk-free interest rate			5.0	%			5.0	%

F-31

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Table of Contents

		December 31, 2005								December 31, 2004
						Weighted								Weighted
		Common				Average				Common				Average
		Stock				Exercise				Stock				Exercise
		Warrants				Price				Warrants				Price
Outstanding at beginning of year			137,522			$	3.08				34,444			$	0.87
Granted			191,815				8.63				103,078				3.82
Exercised			—				—				—				—
Expired			—				—				—				—
Outstanding and exercisable at end of year			329,337			$	6.31				137,522			$	3.08

		Warrants Outstanding
														Warrants Exercisable
						Weighted-
						Average				Weighted-								Weighted-
						Remaining				Average								Average
		Number				Contractual				Exercise				Number				Exercise
Range of Exercise Prices		Outstanding				Life				Price				Exercisable				Price
$ 0.09-$ 2.16			47,222				2.57 Years			$	0.13				47,222			$	0.13
$ 2.25-$ 6.66			67,411				3.74 Years				2.25				67,411				2.25
$ 6.75-$ 8.91			119,445				4.12 Years				6.75				119,445				6.75
$ 9.00-$11.25			42,481				4.95 Years				9.24				42,481				9.24
$13.50-$22.50			52,778				5.16 Years				13.69				1,111				22.50
			329,337				4.09  Years			$	6.31				277,670			$	4.98

F-32

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Table of Contents

				2005				2004
Current asset:
	Allowance for doubtful accounts			$	1,000			$	—
	Property and equipment				(29,000	)			(17,000	)
	Accrued expenses				14,000				17,000
Non-current asset:
	Net operating loss carryforwards				6,203,000				4,265,000
		Deferred tax asset			6,189,000				4,265,000
	Less: valuation allowance				(6,189,000	)			(4,265,000	)
		Net deferred tax asset		$	—			$	—

F-33

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Table of Contents

				Year Ended December 31,
				2005				2004
Income tax provision:
	Deferred:
		Federal		$	(1,617,000	)		$	(1,135,000	)
		State			(307,000	)			(216,000	)
	Change in valuation allowance				1,924,000				1,351,000
		Total income tax expense (benefit)		$	—			$	—

		Year Ended
		December 31,
		2005				2004
Federal statutory rate			(34.0	)%			(34.0	)%
State taxes			(6.5	)			(6.5	)
Other			0.3				0.0
Change in valuation allowance			40.2				40.5
			—	%			—	%

F-34

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Table of Contents

												Six Months Ended
				Year Ended				Year Ended
				December 31,				December 31,				June 30,				June 30,
				2005				2004				2006				2005
												(Unaudited)				(Unaudited)
Cash paid for:
	Interest			$	424,329			$	77,569			$	243,317			$	208,129
Noncash Investing and Financing Activities:
	Common stock issued for notes payable
		Related parties		$	73,132			$	—			$	202,645			$	—
		Non-related parties			—				123,490				—				—
	Warrants issued for notes payable
		Related parties			99,879				45,303				268,873				33,954
		Non-related parties			60,874				10,769				942,125				27,156
	Stock and warrants issued for deferred financing costs
		Related parties			28,479				—				—				—
		Non-related parties			25,782				20,000				—				—
	Conversion of accounts payable into long-term notes payable				15,000				43,500				—				15,000
	Conversion of accounts payable into long-term notes payable — related party				—				33,550				—				—
	Conversion of deferred revenue into long-term note payable				328,275				168,750				—				—
	Conversion of accrued interest into long-term notes payable				112,423				—				7,500				90,000
	Issuance of note payable in exchange for inventory				482,193				—				—				—
	Long-term note payable converted into common stock				—				10,000				—				—
	Non-cash purchase of fixed assets through capital lease				—				12,047				5,910				—
	Non-cash deposit on capital lease				—				4,966				—				—
	Beneficial conversion of short-term notes payable				—				—				749,991				—

F-35

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		Amount
Cash proceeds		$	2,050,000
Conversion of short-term notes payable to related parties (note G)			600,000
Conversion of long-term convertible bridge notes payable (note J)			200,000
Accrued interest			69,031
Accounts payable			55,000
Total		$	2,974,031

F-36

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F-37

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Item 24.	Indemnification of Directors and Officers

Item 25.	Other Expenses of Issuance and Distribution

SEC registration fee			$	2,769
NASD filing fee				2,570
Nasdaq listing fee				30,000
Legal fees and expenses				350,000
Accounting fees and expenses				50,000
Blue sky qualification fees and expenses				15,000
Printing and engraving expenses				75,000
Transfer agent and registrar fees and expenses				5,000
Miscellaneous expenses				49,161
	Total		$	579,500

II-1

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Item 26.	Recent Sales of Unregistered Securities

II-2

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II-3

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Item 27.	Exhibits.

Item 28.	Undertakings

II-4

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II-5

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	WIRELESS RONIN TECHNOLOGIES, INC.

	By:	/s/ Jeffrey C. Mack

	Jeffrey C. Mack
	President and Chief Executive Officer

Signature				Title		Date
/s/ Jeffrey C. Mack   Jeffrey C. Mack				Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer and Director)		October 12, 2006
/s/ John A. Witham   John A. Witham				Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		October 12, 2006
*   Dr. William F. Schnell				Director		October 12, 2006
*   Carl B. Walking Eagle Sr.				Director		October 12, 2006
*   Gregory T. Barnum				Director		October 12, 2006
*   Thomas J. Moudry				Director		October 12, 2006
*   Brett A. Shockley				Director		October 12, 2006
*By:		/s/ John A. Witham   John A. Witham Attorney-in-fact

II-6

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Exhibit
Number				Description
	1			Form of Underwriting Agreement by and between the Registrant and Feltl and Company (including form of warrant).
	3	.1		Articles of Incorporation, as amended of the Registrant.
	3	.2		Bylaws, as amended of the Registrant.*
	4	.1		See exhibits 3.1 and 3.2.
	4	.2		Specimen form of common stock certificate of the Registrant.
	4	.3		Form of Current Warrant to Purchase Common Stock of the Registrant.*
	4	.4		Form of Previous Warrant to Purchase Common Stock of the Registrant.*
	4	.5		Form of Convertible Debenture Note issued to lenders, including related parties (including the extension thereto).*
	4	.6		Convertible Debenture Note issued to Steve Meyer in the amount of $100,000 dated March 12, 2004.*
	4	.7		Promissory Note issued to SHAG LLC in the amount of $100,000 dated November 11, 2005.*
	4	.8		Promissory Note issued to Jack Norqual in the amount of $300,000 dated December 27, 2005.*
	4	.9		Promissory Note issued to Barry Butzow in the amount of $300,000 dated December 27, 2005.*
	4	.10		Form of Note Conversion Agreement by and between the Registrant and certain lenders (including the addendum thereto).*
	4	.11		Note Conversion Agreement by and between the Registrant and Galtere International Master Fund L.P., dated March 3, 2006.*
	4	.12		Note Conversion Agreement by and between the Registrant and SHAG LLC, dated March 9, 2006.*
	4	.13		Letter regarding Note Extension by Barry Butzow dated June 27, 2006.*
	4	.14		Letter regarding Note Extension by Jack Norqual dated June 27, 2006.*
	5			Opinion of Briggs and Morgan, Professional Association.
	10	.1		Wireless Ronin Technologies, Inc. 2006 Equity Incentive Plan.*
	10	.2		Wireless Ronin Technologies, Inc. 2006 Non-Employee Director Stock Option Plan.*
	10	.3		Form of Loan and Subscription Agreement by and between the Registrant and each purchaser of 12% Convertible Bridge Notes.*
	10	.4		Form of the Registrant’s 12% Convertible Bridge Notes.*
	10	.5		Form of Warrant to Purchase Shares of Common Stock issued by the Registrant to purchasers of 12% Convertible Bridge Notes.*
	10	.6		Employment Agreement, dated as of April 1, 2006, between the Registrant and Jeffrey C. Mack.*
	10	.7		Employment Agreement, dated as of April 1, 2006, between the Registrant and Christopher F. Ebbert.*
	10	.8		Employment Agreement, dated as of April 1, 2006, between the Registrant and Stephen E. Jacobs.*
	10	.9		Employment Agreement, dated as of April 1, 2006, between the Registrant and Scott W. Koller.*
	10	.10		Employment Agreement, dated as of April 1, 2006, between the Registrant and John A. Witham.*
	10	.11		Strategic Partnership Agreement, dated May 28, 2004, between the Registrant and The Marshall Special Assets Group, Inc., as amended.
	10	.12		Factoring Agreement, dated May 23, 2005, by and between the Registrant and Barry W. Butzow and Stephen E. Jacobs.*
	10	.13		Lease, dated November 15, 2004, between the Registrant and The Brastad/Lyman Partnership.*
	10	.14		Convertible Debenture Purchase Agreement between the Registrant and the Spirit Lake Tribe dated January 5, 2005.*
	10	.15		10% Convertible Debenture in principal amount of $3,000,000 dated September 7, 2005.*

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Exhibit
Number				Description
	10	.16		Amended and Restated Convertible Debenture Purchase Agreement between the Registrant and the Spirit Lake Tribe dated September 7, 2005.*
	10	.17		Amendment No. 1 to Amended and Restated Convertible Debenture Purchase Agreement between the Registrant and the Spirit Lake dated February 27, 2006.*
	10	.18		Guaranty by and between Stephen E. Jacobs and Winmark Corporation dated December 8, 2004.*
	10	.19		Commercial Guaranty by and between the Registrant, as Borrower, Signature Bank, as Lender and Michael J. Hopkins, as Guarantor dated January 12, 2006.
	10	.20		Commercial Guaranty by and between the Registrant, as Borrower, Signature Bank, as Lender and Barry Butzow, as Guarantor dated November 10, 2005.*
	10	.21		Commercial Guaranty by and between the Registrant, as Borrower, Signature Bank, as Lender and Barry Butzow, as Guarantor dated November 2, 2004.*
	10	.22		Lease by and between Dennis P. Dirlam and the Registrant dated April 18, 2006.
	10	.23		Sale and Purchase Agreement, dated July 11, 2006, between Sealy Corporation and the Registrant.x
	10	.24		Amendment No. 2 to Amended and Restated Convertible Debenture Agreement and Debenture between the Registrant and Spirit Lake Tribe dated July 18, 2006.*
	10	.25		Note Amendment Agreement by and between the Registrant and Galtere International Master Fund L.P. dated July 21, 2006.*
	10	.26		Form of Note Amendment Agreement by and between the Registrant and certain lenders dated July 27, 2006.*
	10	.27		Form of option agreement granted under the 2006 Equity Incentive Plan.*
	10	.28		Employment Agreement, dated as of June 19, 2006, between the Registrant and Henry B. May.*
	21			Subsidiaries of the Registrant.*
	23	.1		Consent of Virchow, Krause & Company, LLP.
	23	.2		Consent of Briggs and Morgan, Professional Association (included in Exhibit 5).
	24			Powers of Attorney.*

*	Previously filed.
x	Confidential treatment has been requested for the confidential portions of this agreement.

 

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