Information set forth in this Quarterly Report on Form 10-Q contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and other laws. Forward-looking statements consist of, among other things, trend analyses, statements regarding future events, future financial performance, our plan to build our business and the related expenses, our anticipated growth, trends in our business, our ability to continue as a going concern, and the sufficiency of our capital resources including funds that we may be able to raise through our Series A Preferred Stock, our ability to raise financing from other sources and/or ability to defer expenditures, the impact of the liens on our assets securing amounts owed to third parties, expectation regarding competitors as more and larger companies attempt to market products/services competitive to our company, market acceptance of our new product offerings, including updates to our Platform, rate of new user subscriptions, market penetration of our products and expectations regarding our revenues and expense, all of which are based on current expectations, estimates, and forecasts, and the beliefs and assumptions of our management. Words such as "expect," "anticipate," "project," "intend," "plan," "estimate," variations of such words, and similar expressions also are intended to identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are directed to risks and uncertainties identified under Part I, Item 1A, "Risk Factors," in the Annual Report on Form 10-K for the year ended December 31, 2020 and our subsequent periodic reports filed with the SEC for factors that may cause actual results to be different than those expressed in these forward-looking statements. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

The following discussion is designed to provide a better understanding of our unaudited condensed financial statements, including a brief discussion of our business and products, key factors that impacted our performance, and a summary of our operating results. The following discussion should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited annual financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report on the Form 10-K. Historical results and percentage relationships among any amounts in the condensed financial statements are not necessarily indicative of trends in operating results for any future periods.





Overview


MobileSmith is a developer of software applications for the healthcare industry. Our software products include a cloud-based collection of applications that run on our architected healthcare technology ecosystem. The architecture is designed to do the following:





    ?   improve experience of healthcare patients and consumers, who are often at
        the same time members of various medical insurance networks




    ?   optimize delivery of healthcare and relationship between members and
        insurance networks




    ?   increase adoption, utilization and intelligence of EMRs (electronic
        medical records), extend EMR's usability to patients and consumers of
        healthcare





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Since 2013 the Company focused exclusively on the development of do-it-yourself customer facing platform that enabled organizations to rapidly create, deploy, and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms without writing a single line of code. During 2017 the Company concluded that it had its highest rate of success with clients within the Healthcare industry and concentrated its development and sales and marketing efforts in that industry. During 2018 we further refined our Healthcare offering and redefined our product - a suite of e-health mobile solutions that consist of a catalog of ready to deploy mobile app solutions (App Blueprints) and support services. In 2019 and 2020 we consolidated our current solutions under a single offering branded Peri™. Peri™ is designed to bridge the gap between healthcare industry system tools and healthcare consumer's mobile device.

From time to time, we have provided custom software development services. Such services are not core to our business model and will likely decrease in significance in the future.

Target Market and Sales Channels

During 2017, we completed a strategic shift and focused our business and research and development activities primarily on the Healthcare industry in the United States. In 2018 we refined our healthcare focus by identifying two target markets: (i) healthcare providers (including hospitals, hospital systems and the United States Veterans Health Administration) and (ii) healthcare payer market (including insurance companies and insurance brokers).

Both markets are targeted with a diversified sales workforce that includes direct sales and resellers, such as channel partners.

Significance of Human Capital in Our Operations.

Our success depends on the performance of employees and contractors that make up our team of about 30 individuals. The team is by far our largest investment and cost. We make significant investments in technical skills and knowledge of healthcare industry. As such, expansion of the team often comes with additional recruiting expenses. All of our employees are currently based in the United States, but our contractors may be located in jurisdictions outside of the United States. During 2020 we invested in remote work environment, which allowed us to expand our employee hiring practices geographically from local markets to include the entire United States.





RESULTS OF OPERATIONS


Comparison of the Three Months Ended September 30, 2021 (the "2021 Period") to the Three Months Ended September 30, 2020 (the "2020 Period").





                            Three months        Three months
                                ended               ended            Increase        Increase
                            September 30,       September 30,       (Decrease)       Decrease
                                2021                2020                %               %
Revenue                    $       387,051     $       511,411     $   (124,360 )          -24 %
Cost of Revenue                    189,948             199,031           (9,083 )           -5 %
Gross Profit                       197,103             312,380         (115,277 )          -37 %

Selling and Marketing              571,122             249,565          321,557            129 %
Research and Development           964,557             719,043          245,514             34 %
General and
Administrative                     716,902             835,775         (118,873 )          -14 %

Interest Expense                    49,195           1,118,422       (1,069,227 )          -96 %
Loss on Debt
Extinguishment                     607,285                   -          607,285              -
Gain on Debt
Extinguishment - PPP
Loan Forgiveness           $       542,000                   -     $    542,000              -





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Revenue decreased by $124,360 or 24%. A decrease of $46,000 accounted for completion of a large contract with a government agency, which ended September 20, 2020. The remainder of the decrease is associated with loss of healthcare customers due to non-renewals of contracts, renewals for smaller value and new sales below target.

Cost of Revenue decreased by $9,083 or 5%. The decrease is attributed to completion of the governmental contract mentioned above.

Gross Profit decreased by $115,277 or 37%. The decrease is attributable to a decrease in revenue.

Selling and Marketing expense increased by $321,557 or 129%. During 2020 we kept certain sales positions unfilled, as we evaluated the impact of COVID-19 on the healthcare industry. In last quarter of 2020 and during the first quarter of 2021 we started expanding our sales and marketing team, which resulted in an increase in payroll costs of $197,000 and increase in stock based compensation of $65,000. During the same period, we incurred an increase of $37,000 in marketing campaigns, PR and marketing outsourced services. The remainder of the increase, $17,000, is due to various software applications purchased during the period ending September 30, 2021.

Research and Development expense increased by $245,514 or 34%. In 2021 we invested in our product development team by expanding it and the team spent less time on efforts associated with delivery of services revenue. As a result, payroll and related expenses increased by approximately $34,000 and stock based compensation increased by $138,000. We augmented our internal team with outsourced contractors, which resulted in additional increase of $52,000. The remainder of the increase, $16,000, is due to various software applications purchased during the period ending September 30, 2021.

General and Administrative expense decreased by $118,873 or 14% predominantly due to decrease in stock based compensation of $107,000.

Interest Expense decreased by $1,069,227 or 96%. Decrease in interest expense is associated with the debt elimination transactions.

Loss on Debt Extinguishments of $607,284 was recorded upon issuance of Series A Preferred shares to settle accrued and unpaid interest on August 31, 2021.

Gain on Debt Extinguishments - PPP Loan Forgiveness of $542,000 due to the Company's second PPP loan being forgiven on August 18, 2021.

Comparison of the Nine Months Ended September 30, 2021 (the "2021 Period") to the Nine Months Ended September 30, 2020 (the "2020 Period").





                             Nine months         Nine months
                                ended               ended            Increase        Increase
                            September 30,       September 30,       (Decrease)       Decrease
                                2021                2020                $               %
Revenue                    $     1,203,394     $     1,743,755     $   (540,361 )          -31 %
Cost of Revenue                    604,195             638,815          (34,620 )           -5 %
Gross Profit                       599,199           1,104,940         (505,741 )          -46 %

Selling and Marketing            1,575,563             917,931          657,632             72 %
Research and Development         2,698,794           2,097,276          601,518             29 %
General and
Administrative                   2,328,275           2,485,093         (156,818 )           -6 %

Interest Expense                   240,333           4,728,698       (4,488,365 )          -95 %
Loss on Debt
Extinguishment                   7,114,422           4,864,750        2,249,672             46 %
Gain on Debt
Extinguishment - PPP
Loan Forgiveness           $     1,084,100                   -     $  1,084,100              -





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Revenue decreased by $540,361 or 31%. A decrease of $268,000 accounted for completion of a large government agency contract, which ended in September 2020.

The remainder of the decrease is associated with loss of healthcare customers due to non-renewals of contracts, renewals for smaller value and new sales below target.

Cost of Revenue decreased by $34,620 or 5%. The decrease is attributed to completion of the governmental contract mentioned above.

Gross Profit decreased by $505,741 or 46%. The decrease is primarily attributable to a decrease in revenue.

Selling and Marketing expense increased by $657,632 or 72%. During 2020 we kept certain sales positions unfilled, as we evaluated the impact of COVID-19 on the healthcare industry. In last quarter of 2020 and during the first quarter of 2021 we started expanding our sales and marketing team, which resulted in an increase in payroll costs of $429,000, increase in related recruiting costs of $41,000 and increase in stock based compensation of $199,000.

Research and Development expense increased by $601,518 or 29%. In 2021 we invested in our product development team by expanding it and the team spent less time on efforts associated with delivery of services revenue. As a result, payroll and related expenses increased by approximately $218,000 and stock based compensation increased by$284,000. We augmented our internal team with outsourced contractors, which resulted in additional increase of $58,000. Lastly, during the second and third quarter 2021, we created a Product Advisory Board and added four members to that board, which resulted in a $28,000 expense in those quarters.

General and Administrative expense decreased by $156,818 or 6%. The decrease is primarily made up of reduction in Equity Based Compensation of $217,000, offset by increases in wages of $69,000.

Interest Expense decreased by $4,488,365 or 95%. Decrease in interest expense is associated with the debt elimination transactions.

Gain on Debt Extinguishment - PPP Loan Forgiveness of $1,084,100 due to The Company's first PPP loan being forgiven during the first quarter of 2021 and the second PPP loan being forgiven on August 18, 2021.

Losses on Debt Extinguishments increased by $2,249,672 due to variability in size and nature of the debt and equity transactions and debt modifications in 2020 Period and 2021 Period. Refer to specific disclosures on such transactions in footnotes 4 and 5 to our financial statements above for more detail.






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Liquidity and Capital Resources

We have not yet achieved positive cash flows from operations, and our main source of funds for our operations continues to be the sale of our Series A Preferred Stock. We will continue to rely on this source until we are able to generate sufficient cash from revenues to fund our operations or obtain alternate sources of financing. We believe that anticipated cash flows from operations, and additional funding under the Series A Preferred Stock, of which no assurance can be provided, together with cash on hand, will provide sufficient funds to finance our operations for the next 12 months. Changes in our operating plans, lower than anticipated sales, increased expenses, impact of COVID-19 pandemic (as described in "Risk Factors" of our Annual Report on Form 10-K for the period ending December 31, 2020 filed with the SEC) or other events may cause us to seek additional equity or debt financing in future periods. There can be no guarantee that financing will continue to be available to us through the sale of our Series A Preferred Stock or otherwise on acceptable terms or at all. Additional equity and convertible debt financing will be dilutive to the holders of shares of our common stock.

Nonetheless, there are factors that can impact our ability to continue to fund our operating activities for the next twelve months. These include:





    ?   Our ability to expand revenue volume;

    ?   Our ability to maintain product pricing as expected, particularly in light
        of increased competition and its unknown effects on market dynamics;

    ?   Our continued need to reduce our cost structure while simultaneously
        expanding the breadth of our business, enhancing our technical
        capabilities, and pursing new business opportunities.

    ?   Our ability to predict and offset the extended impact COVID-19 will have
        to our primary market's financial outcome, and our business.



In addition, we have an outstanding Loan and Security Agreement (the "LSA") with Comerica Bank in the amount of $5 million, which matures in June of 2022 and is secured by an extended irrevocable letter of credit issued by UBS AG (Geneve, Switzerland) ("UBS AG") with a renewed term expiring on May 31, 2022.

Capital Expenditures and Investing Activities

Our capital expenditures are limited to the purchase of new office equipment and new mobile devices that are used for testing. Cash used for investing activities was not significant and we do not plan any significant capital expenditures in the near future.





Going Concern


Our independent registered public accounting firm has issued an emphasis of matter paragraph in their report included in the Annual Report on Form 10-K for the year ended December 31, 2020 in which they express substantial doubt as to our ability to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern depends on our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing that is currently required, and ultimately to attain profitable operations and positive cash flows. There can be no assurance that our efforts to raise capital or increase revenue will be successful. If our efforts are unsuccessful, we may have to cease operations and liquidate our business.






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