8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 10, 2009

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Broadcaster, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	0-15949	94-286863
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

353 Bel Marin Keys Blvd, Suite 9

Novato, California 94949

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (415) 883-8369

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

On December 14, 2009, Broadcaster, Inc  issued a press release announcing the settlement, on December 10, 2009, of the derivative lawsuit brought by Baytree Capital Associates, LLC in February 2008. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibit

Exhibit No.	Description
99.1	Press Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 14, 2008 

BROADCASTER, INC.
By:	/s/ MARTIN WADE, III
	Martin Wade, III Chairman and CEO

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EX-99.1

EXHIBIT 99.1

Broadcaster, Inc. Settles Derivative Lawsuit

Novato, Ca, December 14, 2009 Broadcaster, Inc. (BCAS.PK) announced today the settlement, on December 10, 2009, of the derivative lawsuit brought by Baytree Capital Associates, LLC in February 2008. Broadcaster and Baytree agreed to a dismissal of the lawsuit with prejudice with no payment being made by either the plaintiff or any of the defendants. As is required when a derivative action is settled and dismissed, the Court found that the settlement was fair, adequate and reasonable to Broadcaster and its shareholders and not a product of collusion.

At the same time, Nolan Quan, a Broadcaster shareholder and former officer, and Michael Gardner, the owner of Baytree Capital Associates, both agreed to surrender for cancellation shares of Broadcaster Common Stock that they own or control and that had been issued as "earnout" shares in connection with the Broadcaster—Access Media transaction completed in 2006. The total number of shares surrendered and cancelled was 18,375,000, representing approximately 32.93% of the outstanding shares of common stock of Broadcaster, computed immediately prior to the surrender of the shares.

Martin R. Wade, Ill, CEO of Broadcaster, said: "speaking for myself, I believe settlement of this lengthy and expensive dispute is in the best interests of the Company and its shareholders. It will allow us to get on with the rebuilding of Broadcaster's value." Mr. Wade added, "Both before and after the lawsuit was filed, our audit committee conducted extensive investigations into the matters that underlie the claims asserted in the lawsuit. These investigations were conducted with the assistance of a forensic accounting firm and outside counsel. I am pleased to report that no wrongdoing, improper accounting or other basis substantiating the lawsuit claims was found." Brian Gardner, attorney for Baytree Capital, said: "After approximately fifteen months of discovery and extensive motion practice and arm's-length settlement negotiations, we are satisfied with this resolution".

ABOUT BROADCASTER: Broadcaster (BCAS.PK) is a media company engaged in the game development and telecommunications business in the US and China.

Contact:

Broadcaster Inc

Martin Wade

Chief Executive

(415) 883 8369