UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-32634

~~____________________________~~

~~MOBILESMITH, INC.~~

~~(Exact name of registrant as specified in its charter)~~

~~____________________________~~

~~Delaware~~	~~95-4439334~~ MOBILESMITH, INC.
(Exact name of registrant as specified in its charter)

Delaware		95-4439334
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5400 Trinity Road, Suite 208 Raleigh, North Carolina		27607
(Address of principal executive offices)		(Zip Code)

(855) 516-2413

(Registrant’s telephone number, including area code)

~~____________________________~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☑☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

☒

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None	~~None~~	None		None

As of ~~May 11,~~August 9, 2021, there were 28,389,493 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

MOBILESMITH, INC.

FORM 10-Q

For the Quarterly Period Ended ~~March 31,~~June 30, 2021

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of ~~March 31,~~June 30, 2021 (unaudited) and December 31, 2020	2 3

	Condensed Statements of Operations (unaudited) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	3 4

	Condensed Statements of Cash Flows (unaudited) for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020	4 5

	Condensed Statements of Stockholders' Deficit (unaudited) for the three and six months periods ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020	5 6

	Notes to Condensed Financial Statements (unaudited)	6 7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11 14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14 18

Item 4.	Controls and Procedures	14 18

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	15 19

Item 2.	Unregistered Sales of Equity Security and Use of Proceeds	15 19

Item 3.	Defaults Upon Senior Securities	15 19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

	Signatures	21


~~Item 4.~~	~~Mine Safety Disclosures~~	152

~~Item 5.~~	~~Other Information~~	15Table of Contents

~~Item 6.~~	~~Exhibits~~	16

	~~Signatures~~	17

PART I – FINANCIAL INFORMATION

MOBILESMITH, INC.

CONDENSED BALANCE SHEETS

March 31,

December 31,

2021

2020

ASSETS

(unaudited)

Current Assets

Cash and Cash Equivalents
$ 1,161,371
$ 161,744
Restricted Cash and Cash Equivalents
  195,993
  189,179
Accounts Receivable, Net of Allowance for Doubtful Accounts of $2,746 and $30,000, Respectively
  143,420
  113,906
Prepaid Expenses and Other Current Assets
  31,920
  43,286
Total Current Assets
  1,532,704
  508,115



Operating Lease Right-of-Use Asset
  469,804
  512,124
Total Assets
$ 2,002,508
$ 1,020,239



LIABILITIES AND STOCKHOLDERS’ DEFICIT


Current Liabilities


Accounts Payable
$ 143,844
$ 155,850
Interest Payable
  184,456
  271,868
Other Liabilities And Accrued Expenses
  223,757
  237,750
Operating Lease Liability Current
  165,196
  161,936
First PPP Loan, Current
  -
  423,067
Total Current Liabilities
  717,253
  1,250,471






Second PPP Loan
  542,000
  -
First PPP Loan, Long-Term

  119,033
Operating Lease Liability
  389,517
  432,058
Contract With Customer Liability
  661,016
  649,789
Convertible Notes Payable, Net of Discount
  -
  972,108
Bank Loan
  5,000,000
  5,000,000
Total Liabilities
  7,309,786
  8,423,459



Commitments and Contingencies (Note 3)


Stockholders' Deficit


Preferred Stock, $0.001 Par Value, 5,000,000 Shares Authorized, Including 1,750,000 Authorized and Designated for Series A Convertible Preferred Stock: 1,277,377 Issued and Outstanding as of March 31, 2021 and 1,166,297 Issued and Outstanding as of December 31, 2020.
  113,072,014
  103,649,344
Common Stock, $0.001 Par Value, 100,000,000 Shares Authorized At March 31, 2021 and December 31, 2020; 28,389,493 Shares Issued and Outstanding at March 31, 2021 and 28,389,493 Shares Issued and Outstanding at December 31, 2020.
  28,390
  28,390
Additional Paid-in Capital - Common Shares
  130,990,296
  130,103,361
Accumulated Deficit
  (249,397,978)
  (241,184,315)
Total Stockholders' Deficit
  (5,307,278)
  (7,403,220)
Total Liabilities and Stockholders' Deficit
$ 2,002,508
$ 1,020,239

	June 30,			December 31,
	2021			2020
ASSETS	(unaudited)
Current Assets
Cash and Cash Equivalents	$	831,191		$	161,744
Restricted Cash and Cash Equivalents		199,737			189,179
Accounts Receivable, Net of Allowance for Doubtful Accounts of $0 and $30,000 respectively		283,633			113,906
Prepaid Expenses and Other Current Assets		74,306			43,286
Total Current Assets		1,388,867			508,115

Operating Lease Right-of-Use Asset		428,142			512,124
Total Assets	$	1,817,009		$	1,020,239

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$	26,092		$	155,850
Interest Payable		183,921			271,868
Other Liabilities And Accrued Expenses		263,839			237,750
Operating Lease Liability Current		149,525			161,936
Contract With Customer Liability		676,990			649,789
First PPP Loan, Current		0			423,067
Bank Loan		5,000,000			0
Total Current Liabilities		6,300,367			1,900,260

Second PPP Loan		542,000			0
First PPP Loan, Long-Term		0			119,033
Operating Lease Liability		365,115			432,058
Convertible Notes Payable, Net of Discount		0			972,108
Bank Loan		0			5,000,000
Total Liabilities		7,207,482			8,423,459

Commitments and Contingencies (Note 3)
Stockholders' Deficit
Preferred Stock, $0.001 Par Value, 5,000,000 Shares Authorized, Including 1,750,000 Authorized and Designated for Series A Convertible Preferred Shares: 1,300,687 Issued and Outstanding as of June 30, 2021 and 1,166,297 Issued and Outstanding as of December 31, 2020.		114,072,014			103,649,344
Common Stock, $0.001 Par Value, 100,000,000 Shares Authorized At June 30, 2021 and December 31, 2020; 28,389,493 Shares Issued and Outstanding at June 30, 2021 and 28,389,493 Shares Issued and Outstanding at December 31, 2020.		28,390			28,390
Additional Paid-in Capital - Common Shares		131,796,969			130,103,361
Accumulated Deficit		(251,287,846	)		(241,184,315	)
Total Stockholders' Deficit		(5,390,473	)		(7,403,220	)
Total Liabilities and Stockholders' Deficit	$	1,817,009		$	1,020,239

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

MOBILESMITH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Quarter Ended

Quarter Ended

March 31,

March 31,

2021

2020

REVENUES:

Subscription and Support
$417,985
$519,399
Services and Other
  -
  105,173
Total Revenue
  417,985
  624,572



COST OF REVENUES:


Subscription and Support
  205,303
  165,401
Services and Other
  9,000
  93,162
Total Cost of Revenue
  214,303
  258,563



GROSS PROFIT
  203,682
  366,009



OPERATING EXPENSES:


Selling and Marketing
  528,294
  367,314
Research and Development
  875,666
  627,795
General and Administrative
  905,884
  824,801
Total Operating Expenses
  2,309,844
  1,819,910
LOSS FROM OPERATIONS
  (2,106,162)
  (1,453,901)



OTHER INCOME (EXPENSE):


Other Income
  3
  6,004
Interest Expense, Net
  (142,467)
  (1,851,103)
Gain on Debt Extinguishment - PPP Loan Forgiveness
  542,100
  -
Loss on Debt Extinguishment
  (6,507,137)
  -
Total Other Expense
  (6,107,501)
  (1,845,099)
NET LOSS
$(8,213,663)
$(3,299,000)



Plus: Deemed Dividend on Series A Convertible Preferred Stock
  (5,269,401)
  -



NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
$(13,483,064)
$(3,299,000)



NET LOSS PER COMMON SHARE:


Basic and Fully Diluted from Continuing Operations
$(0.47)
$(0.12)



WEIGHTED-AVERAGE NUMBER OF SHARES USED IN
COMPUTING NET LOSS PER COMMON SHARE:
Basic And Fully Diluted
  28,389,493
  28,320,549

	3 Months Ended			3 Months Ended			6 Months Ended			6 Months Ended
	June 30,			June 30,			June 30,			June 30,
	2021			2020			2021			2020
REVENUES:
Subscription and Support	$	398,358		$	491,367		$	816,343		$	1,010,766
Services and Other		0			116,405			0			221,578
Total Revenue		398,358			607,772			816,343			1,232,344

COST OF REVENUE:
Subscription and Support		199,944			181,221			405,247			346,622
Services and Other		0			0			9,000			93,162
Total Cost of Revenues		199,944			181,221			414,247			439,784

GROSS PROFIT		198,414			426,551			402,096			792,560

OPERATING EXPENSES:
Selling and Marketing		476,147			301,052			1,004,441			668,366
Research and Development		858,571			750,438			1,734,237			1,378,233
General and Administrative		705,489			824,517			1,611,373			1,649,318
Total Operating Expenses		2,040,207			1,876,007			4,350,051			3,695,917
LOSS FROM OPERATIONS		(1,841,793	)		(1,449,456	)		(3,947,954	)		(2,903,357	)

OTHER INCOME (EXPENSE):
Other Income		596			5,682			598			11,686
Interest Expense, Net		(48,671	)		(1,759,173	)		(191,138	)		(3,610,276	)
Gain on Debt Extinguishment - PPP Loan Forgiveness		0			0			542,100			-
Loss on Debt Extinguishment		0			(4,864,750	)		(6,507,137	)		(4,864,750	)
Total Other Expense		(48,075	)		(6,618,241	)		(6,155,577	)		(8,463,340	)

NET LOSS	$	(1,889,868	)	$	(8,067,697	)	$	(10,103,531	)	$	(11,366,697	)

Plus: Deemed Dividend on Series A Convertible Preferred Stock		(1,000,000	)		0			(6,269,401	)		0

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(2,889,868	)	$	(8,067,697	)	$	(16,372,932	)	$	(11,366,697	)

NET LOSS PER COMMON SHARE:
Basic and Fully Diluted from Continuing Operations	$	(0.10	)	$	(0.28	)	$	(0.58	)	$	(0.40	)

WEIGHTED-AVERAGE NUMBER OF SHARES USED IN COMPUTING NET LOSS PER COMMON SHARE: Basic And Fully Diluted		28,389,493			28,389,493			28,389,493			28,389,493

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

MOBILESMITH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

Quarter Ended
Quarter Ended

March 31,
March 31,

2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:


Net Loss
$(8,213,663)
$(3,299,000)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:


Depreciation and Amortization
  -
  9,127
Bad Debt Expense
  2,746
  -
Amortization of Debt Discount
  78,120
  851,408
Share Based Compensation
  886,935
  721,681
Gain of Debt Extinguishment (PPP Loan Forgiveness)
  (542,100)
  -
Losses on Debt Extinguishments
  6,507,137
  -
Changes in Assets and Liabilities:


Accounts Receivable
  (32,260)
  (142,313)
Prepaid Expenses and Other Assets
  11,366
  20,417
Accounts Payable
  (12,006)
  43,543
Contract Liability
  11,227
  (91,189)
Operating Lease Right-of-use Asset
  42,320
  40,149
Operating Lease Liability
  (39,281)
  (36,270)
Accrued and Other Expenses
  2,200
  (910,964)
Net Cash Used in Operating Activities
  (1,297,259)
  (2,793,411)



CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds From Issuance of Subordinated Promissory Notes, Related Party
  -
  1,045,000
Proceeds From Issuance of Convertible Notes Payable, Related Party
  -
  1,000,000
Proceeds From Issuance of Convertible Notes Payable
  -
  1,000,000
Repayments of Financing Lease Obligations
  -
  (970)
Proceeds From Second PPP Loan
  542,000
  -
Proceeds From Issuance of Shares of Series A Preferred Stock
  1,761,700
  -
Net Cash Provided by Financing Activities
  2,303,700
  3,044,030



NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  1,006,441
  250,619
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD
  350,923
  314,967
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
$1,357,364
$565,586



Composition of Cash, Cash Equivalents and Restricted Cash Balance:


Cash and Cash Equivalents
$1,161,371
$327,324
Restricted Cash
  195,993
  238,262
Total Cash, Cash Equivalents and Restricted Cash
$1,357,364
$565,586



Supplemental Disclosures of Cash Flow Information:


Operating Lease Payments
$48,150
$46,741
Cash Paid During the Period for Interest
$48,125
$1,834,694



Non-Cash Investing and Financing Activities:


Recorded Debt Discount Associated with Beneficial Conversion Feature
$-
$2,000,000



Issued Series A Preferred Shares Valued at $7,760,970 in Exchange for Carrying Value of Debt (Including Accrued Interest, Premiums and Discounts) of $1,153,832
$6,507,137
$-
Recorded Beneficial Conversion Feature Associated with Issuance of Series A Preferred
$1,761,700
$-
Conversion Of Notes Payable Into Common Shares
$-
$65,240

	6 Months Ended			6 Months Ended
	June 30,			June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(10,103,531	)	$	(11,366,697	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization		0			12,506
Amortization of Debt Discount		78,120			1,585,823
Share Based Compensation		1,693,608			1,502,457
Gain of Debt Extinguishment (PPP Loan Forgiveness)		(542,100	)		0
Losses on Debt Extinguishments		6,507,137			4,864,750
Changes in Assets and Liabilities:
Accounts Receivable		(169,727	)		(199,097	)
Prepaid Expenses and Other Assets		(31,020	)		30,254
Accounts Payable		(129,758	)		(117,274	)
Contract Liability		27,201			(189,752	)
Operating Lease Right-of-use Asset		83,982			80,088
Operating Lease Liability		(79,354	)		(73,272	)
Accrued and Other Expenses		41,747			(1,559,991	)
Net Cash Used in Operating Activities		(2,623,695	)		(5,430,205	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds From Issuance of Subordinated Promissory Notes, Related Party		0			1,250,000
Proceeds From Issuance of Convertible Notes Payable, Related Party		0			1,200,000
Proceeds From Issuance of Convertible Notes Payable		0			2,900,000
Repayments of Financing Lease Obligations		0			(6,378	)
Proceeds From First PPP Loan		0			542,100
Proceeds From Second PPP Loan		542,000			0
Proceeds From Issuance of Shares of Series A Preferred Stock		2,761,700			0
Net Cash Provided by Financing Activities		3,303,700			5,885,722

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		680,005			455,517
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		350,923			314,967
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	1,030,928		$	770,484

Composition of Cash, Cash Equivalents and Restricted Cash Balance:
Cash and Cash Equivalents	$	831,191		$	582,568
Restricted Cash		199,737			187,916
Total Cash, Cash Equivalents and Restricted Cash	$	1,030,928		$	770,484

Supplemental Disclosures of Cash Flow Information:
Operating Lease Payments	$	102,863		$	111,550
Cash Paid During the Period for Interest	$	97,319		$	3,825,607

Non-Cash Investing and Financing Activities:
Recorded Debt Discount Associated with Beneficial Conversion Feature	$	0		$	8,035,278

Issued Series A Preferred Shares Valued at $7,760,970 in Exchange for Carrying Value of Debt (Including Accrued Interest, Premiums and Discounts) of $1,153,832	$	6,507,137		$	0
Recorded Beneficial Conversion Feature Associated with Issuance of Series A Preferred	$	6,269,401		$	0
Conversion Of Notes Payable Into Common Shares	$	0		$	156,980

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

MOBILESMITH, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

Series A Convertible Preferred Stock, Shares

Series A Convertible Preferred Stock, $0.001
Par Value

Additional
Paid-In Capital, Series A Convertible Preferred Stock

Common Stock,
Shares

Common Stock, $0.001
Par Value

Additional
Paid-In Capital, Common Stock

Accumulated Deficit

Totals

BALANCES, JANUARY 1, 2020
  -
$ -
$ -
  28,271,598
$ 28,272
$ 118,431,878
$ (169,774,475)
$ (51,314,325)
Equity-Based Compensation





  721,681
  -
  721,681
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt





  2,000,000
  -
  2,000,000
Conversion of Notes Payable to Common Stock



  48,951
  49
  65,191
  -
  65,240
Net Loss





  -
  (3,299,000)
  (3,299,000)
BALANCES, MARCH 31, 2020
  -
  -
  -
  28,320,549
  28,321
  121,218,750
  (173,073,475)
  (51,826,404)









BALANCES, JANUARY 1, 2021
  1,166,297
$ 1,166
$ 103,648,178
  28,389,493
$ 28,390
$ 130,103,361
$ (241,184,315)
$ (7,403,220)
Equity-Based Compensation





  886,935

  886,935
Exchange of Debt for Series A Convertible Preferred Stock on January 28, 2021
  70,014
  70
  7,660,900




  7,660,970
Issuance of Series A Convertible Preferred Stock for Cash
  41,066
  41
  1,761,659




  1,761,700
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Series A Convertible Preferred Stock of $5,269,401


  5,269,401




  5,269,401
Deemed Dividend to the Holders of Series A Preferred Stock Resulting From Amortization of Discount Associated with the Beneficial Conversion Feature


  (5,269,401)




  (5,269,401)
Net Loss






  (8,213,663)
  (8,213,663)
BALANCES, MARCH 31, 2021
  1,277,377
$ 1,277
$ 113,070,737
  28,389,493
$ 28,390
$ 130,990,296
$ (249,397,978)
$ (5,307,278)

	Series A Convertible Preferred Stock, Shares		Series A Convertible Preferred Stock, $0.001 Par Value		Additional Paid-In Capital, Series A Convertible Preferred Stock			Common Stock, Shares		Common Stock, $0.001 Par Value		Additional Paid-In Capital, Common Stock		Accumulated Deficit			Totals
BALANCES, JANUARY 1, 2020		-	$	0	$	0			28,271,598	$	28,272	$	118,431,878	$	(169,774,475	)	$	(51,314,325	)
Equity-Based Compensation													721,681					721,681
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt													2,000,000					2,000,000
Conversion of Notes Payable to Common Stock									48,951		49		65,191					65,240
Net Loss															(3,299,000	)	$	(3,299,000	)
BALANCES, MARCH 31, 2020		-	$	0	$	0			28,320,549	$	28,321	$	121,218,750	$	(173,073,475	)		(51,826,404	)

Equity-Based Compensation													780,776					780,776
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt													6,035,278					6,035,278
Conversion of Notes Payable to Common Stock									68,944		69		91,671					91,740
Net Loss															(8,067,697	)		(8,067,697	)
BALANCES, JUNE 30, 2020		-	$	0	$	0			28,389,493	$	28,390	$	128,126,475	$	(181,141,172	)	$	(52,986,307	)

BALANCES, JANUARY 1, 2021		1,166,297	$	1,166	$	103,648,178			28,389,493	$	28,390	$	130,103,361	$	(241,184,315	)	$	(7,403,220	)
Equity-Based Compensation													886,935					886,935
Exchange of Debt for Series A Convertible Preferred Shares on January 28, 2021		70,014		70		7,660,900												7,660,970
Issuance of Series A Convertible Preferred for Cash		41,066		41		1,761,659												1,761,700
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Series A Convertible Preferred Shares of $5,269,401						5,269,401												5,269,401
Deemed Dividend to the Holders of Series A Preferred Shares Resulting From Amortization of Discount Associated with the Beneficial Conversion Feature						(5,269,401	)											(5,269,401	)
Net Loss															(8,213,663	)		(8,213,663	)
BALANCES, MARCH 31, 2021		1,277,377	$	1,277	$	113,070,737			28,389,493	$	28,390	$	130,990,296	$	(249,397,978	)	$	(5,307,278	)
Equity-Based Compensation													806,673					806,673
Issuance of Series A Convertible Preferred for Cash		23,310		23		999,977												1,000,000
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Series A Convertible Preferred Shares						1,000,000												1,000,000
Deemed Dividend to the Holders of Series A Preferred Shares Resulting From Amortization of Discount Associated with the Beneficial Conversion Feature						(1,000,000	)											(1,000,000	)
Net Loss															(1,889,868	)		(1,889,868	)
BALANCES, JUNE 30, 2021		1,300,687	$	1,300	$	114,070,714			28,389,493	$	28,390	$	131,796,969	$	(251,287,846	)	$	(5,390,473	)

The accompanying notes are an integral part of these condensed financial statements.

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MOBILESMITH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~Three~~Six Months' Period Ended ~~March 31,~~June 30, 2021

(unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

MobileSmith, Inc. (referred to herein as the “Company,” “us,” “we,” or “our”) was incorporated as Smart Online, Inc. in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc. effective July 1, 2013. The same year the Company focused exclusively on 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 a cloud-based collection of applications that run of 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 Peri™ is designed to bridge the gap between healthcare industry system tools and healthcare consumer's mobile device.

●	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 Peri™ is designed to bridge the gap between healthcare industry system tools and healthcare consumer's mobile device.

Our flagship PeriOp offering is an EMR integrated mobile app based set of pre- and postoperative instructions (which we refer to as Clinical Pathways), that establishes a direct two-way clinical procedure management process between a patient and a healthcare provider and by doing so improves patient engagement and procedural adherence.

The Company prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations, cash flows, and stockholders’ deficit as of ~~March 31,~~June 30, 2021. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These condensed financial statements and accompanying notes should be read in conjunction with the audited annual financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 on file with the SEC (the “Annual Report”).

Except as otherwise noted, there have been no material changes to the Company’s significant accounting policies as compared to the significant accounting policies described in the Annual Report. The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, ~~and 2020,~~ the Company incurred net losses as well as negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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 the Company be unable to continue as a going concern.

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The Company’s continuation as a going concern depends upon its ability to generate sufficient cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations and positive cash flows. Since November 2007, the Company has been funding its operations, in part, from the proceeds from the issuance of notes under a convertible secured subordinated note purchase agreement facility which was established in 2007 (the "2007 NPA"), and an unsecured convertible subordinated note purchase agreement facility established in 2014 (the "2014 NPA"), and subordinated promissory notes to related parties. In December of 2020 and January of 2021, we exchanged all our non-bank debt, including the debt issued under the 2007 NPA and the 2014 NPA, into Series A Convertible Preferred Stock (the "Series A Preferred Stock") with the same investors. We expect to finance our operations through the issuance of Series A Preferred Stock going forward. If financing through issuance of Series A Preferred Stock becomes unavailable, we will need to seek other sources of funding.As such, there is substantial doubt about the Company's ability to continue as a going concern.

Recently Issued Accounting Pronouncements and Their Impact on Significant Accounting Policies

The Company's significant accounting policies are detailed in "Note 2: Significant Accounting Policies" of the Company's Annual Report.

On August 5, 2020, the FASB issued ASU 2020-06 "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is not expected to have a material impact on the financial statements of the Company. For the Company the ASU is not effective until fiscal year 2024, but early adoption is permitted as early as current fiscal year ending December 31, 2021.

2. DEBT

The table below summarizes the Company's debt outstanding ~~at March 31,~~on June 30, 2021 and December 31, 2020:

Debt Description
March 31,
December 31,



2021
2020
Maturity
Rate





Comerica Bank Loan and Security Agreement
$5,000,000
  5,000,000
June 2022
  3.85%
Second PPP Loan
  542,000
  -
February 2026
  1.00%
First PPP Loan
  -
  542,100
April 2022
  1.00%
Convertible notes, net of discount of $1,927,892 as of December 31, 2020
  -
  972,108
November 2022
  8.00%
Total debt
  5,542,000
  6,514,208







Less: current portion of long term debt
  -
  423,067


Debt - long term
$5,542,000
  6,091,141

Debt Description	June 30,		December 31,
	2021		2020		Maturity	Rate

Comerica Bank Loan and Security Agreement	$	5,000,000	$	5,000,000	June, 2022		3.85	%
Second PPP Loan		542,000		0	February, 2026		1.00	%
First PPP Loan		0		542,100	April, 2022		1.00	%
Convertible notes, net of discount of $1,927,892 as of December 31, 2020		0		972,108	November, 2022		8.00	%
Total debt		5,542,000		6,514,208

Less: current portion of long term debt		0		423,067
Debt - long term	$	5,542,000	$	6,091,141

Bank Loan

The Company has an outstanding Loan and Security Agreement with Comerica Bank ("Comerica") dated June 9, 2014 (the "LSA") in the amount of $5,000,000, with an extended maturity of June 9, 2022. The LSA is secured by an extended irrevocable letter of credit issued by UBS AG (Geneva, Switzerland) ("UBS AG") with a renewed term expiring on May 31, 2022, which term is renewable for one year periods, unless notice of non-renewal is given by UBS AG at least 45 days prior to the then current expiration date.

The LSA with Comerica has the following additional terms:

●

~~a variable interest rate at prime plus 0.6% payable quarterly;~~

●

~~secured by substantially all of the assets of the Company, including the Company’s intellectual property;~~

●

acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, including but not limited to, failure by the Company to perform its obligations, observe the covenants made by it under the LSA, failure to renew the UBS AG SBLC, and insolvency of the Company.

●	a variable interest rate at prime plus 0.6% payable quarterly;

●	secured by substantially all of the assets of the Company, including the Company’s intellectual property;

●

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Convertible Notes and January 2021 Debt Exchange

On January 28, 2021 the Company exchanged its remaining unsecured Convertible Subordinated Notes (the “2014 NPA Notes”) under its existing unsecured Convertible Subordinated Note Purchase Agreement dated December 10, 2014 (the “2014 NPA”) for Series A Preferred Stock. The carrying value of 2014 NPA Notes of $1,075,713 consisting of face value of $2,900,000 net of unamortized discount of $1,849,773 plus accrued interest of $103,605 was exchanged for 70,014 shares of Series A Preferred Stock ("the January 2021 Debt Exchange").The January 2021 Debt Exchange ~~transaction~~ was accounted for as debt extinguishment and the newly issued shares of Series A Preferred Stock were recorded at fair value in accordance with ASC 470 "Debt". The issued shares were fair valued at $7,660,970. The difference between the carrying amount of extinguished debt and fair value of the Series A Preferred Stock issuedresulted in loss recorded on the statement of operationsof $6,507,137.

Second PPP Loan

On February 9 2021, the Company received $542,000 of proceeds from a note payable issued under either the Small Business Administration ~~"SBA"~~"the SBA" Paycheck Protection Program ("PPP") under section 7(a)(36) of the Small Business Act or the SBA's Paycheck Protection Program Second Draw Loans under Section 7(a)(37) of the Small Business Act. The note matures in five years and bears interest at 1% per year. Similar to the Company's initial PPP Loan, the second loan contains a loan forgiveness covered period of six months from the date of issuance in which the Company will not be obligated to make any payments of principal or interest. If the Company does not submit a loan forgiveness application within ten months after the end of the loan forgiveness covered period, the Company must begin making principal and interest after that period (the "Loan Forgiveness Application Submission Period"). Interest continues to accrue during the deferment period. If the Company is unable to or does not follow those guidelines for the loan to be forgiven by the SBA, the Company would be required to repay a portion of or the entire balance of the loan proceeds in full. If any portion of the loan is not forgiven, the Company may start making payments on, but not before February of 2022 - the end of the Loan Forgiveness Application Submission Period.

Forgiveness of First PPP Loan

On February 18, 2021 our ~~First~~first PPP Loan was forgiven by the SBA in its entirety. The forgiveness was accounted for as debt extinguishment which resulted in a gain of $542,100 recorded in our statement of operations.

3. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on its financial position, results of operations or cash flows. However, the Company cannot predict with certainty the outcome or effect of any such litigation or investigatory matters or any other pending litigations or claims. There can be no assurance as to the ultimate outcome of any such lawsuits and investigations. The Company will record a liability when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. The Company periodically evaluates developments in its legal matters that could affect the amount of liability that it has previously accrued, if any, and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being, and the estimated amount of, a loss related to such matters, and the Company’s judgment may be incorrect. The outcome of any proceeding is not determinable in advance. Until the final resolution of any such matters that the Company may be required to accrue for, there may be an exposure to loss in excess of the amount accrued, and such amounts could be material.

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4. STOCKHOLDERS DEFICIT

Preferred Stock

On January 28, 2021 and as a result of the January 2021 Debt Exchange transaction the Company issued 70,014 shares of Series A Preferred Stock. On the date of the January 2021 Debt Exchange the market value of the common stock was above the Series A Preferred Stock conversion price of $1.43, which resulted in the conversion feature that was beneficial to the holder on the date of the exchange. The resulting beneficial conversion feature was recorded as a discount and amortized in its entirety as a deemed dividend on the date of the January 2021 Debt Exchange and charged to loss attributable to common shareholders on the Company's Statement of Operations in the amount of $3,507,701.

In addition, the Company issued ~~41,066~~64,376 shares of Series A Preferred Stock in exchange for ~~$1,761,700~~$2,761,700 in cash funding. The shares were issued with a beneficial conversions feature discount and resulted in a deemed dividend with charge to loss attributable to common shareholders of ~~$1,761,700.~~

$2,761,700.

Series A Preferred Stock with the following standard terms:

~~Each share of Series A Preferred Stock shall have a par value of $0.001 per share and a stated value equal to $42.90 (the “Stated Value~~”);

●

Each share of the Series A Preferred Stock then outstanding shall be entitled to receive an annual dividend equal to $3.43, subject to proration related to the timing of issuance. Such dividend is designed to have an effective yield of 8% on invested stated value;

●

~~Each dividend shall be paid either in shares of Series A Preferred Stock (“Payment-in-Kind”) or in cash, at the option of the Corporation, on the respective Dividend Date;~~

●

~~The Holders of Series A Preferred Stock shall have no voting rights with respect to any matters to be voted on by the stockholders of the Corporation;~~

●

~~The Holders of Series A Preferred Stock shall have certain Board observation and inspection rights administered through a designated Agent;~~

●

Each share of Series A Preferred Stock shall be convertible, at any time and from time to time, at the option of the Holder into 30 shares of Common Stock, which results in conversion ratio of $1.43 of stated value of Series A Preferred Stock into one share of common stock (the "Series A Preferred Conversion Price");

●

The shares are subject to automatic conversion immediately prior to the occurrence of a Fundamental Transaction, as defined in a Certificate of Designation. A Fundamental Transaction includes, but is not limited to, a sale, merger or similar change in ownership.

●	Each share of Series A Preferred Stock shall have a par value of $0.001 per share and a stated value equal to $42.90 (the "Stated Value ");

●	Each share of the Series A Preferred Stock then outstanding shall be entitled to receive an annual dividend equal to $3.43, subject to proration related to the timing of issuance. Such dividend is designed to have an effective yield of 8% on invested stated value;

●	Each dividend shall be paid either in shares of Series A Preferred Stock (“Payment-in-Kind”) or in cash, at the option of the Corporation, on the respective Dividend Date;

●	The Holders of Series A Preferred Stock shall have no voting rights with respect to any matters to be voted on by the stockholders of the Corporation;

●	The Holders of Series A Preferred Stock shall have certain Board observation and inspection rights administered through a designated Agent;

●

●	The shares are subject to automatic conversion immediately prior to the occurrence of a Fundamental Transaction, as defined in a Certificate of Designation. A Fundamental Transaction includes, but is not limited to, a sale, merger or similar change in ownership.

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Equity Compensation Plan

The following is a summary of the stock option activity for the ~~three~~six months ended ~~March 31,~~June 30, 2021:

Number of Shares
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term
Aggregate Intrinsic Value
Outstanding, December 31, 2020
$10,683,300
$1.85
  7.58
$17,060,533
Cancelled
  (13,500)
  1.60


Issued
  1,175,000
  2.88


Outstanding, March 31, 2021
$11,844,800
  1.96
  7.6
  15,928,838
Vested and exercisable, March 31, 2021
$5,525,091
$1.78
  6.4
$8,394,846

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, December 31, 2020	$	10,683,300		$	1.85		7.4	$	17,060,533
Cancelled		(902,500	)		1.57
Issued		1,475,000			3.10
Outstanding, June 30, 2021	$	11,255,800			2.04		7.9		21,752,184
Vested and exercisable, June 30, 2021	$	5,195,821		$	1.85		7.3	$	11,032,574

Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock ~~at March 31,~~on June 30, 2021, and the exercise price of outstanding, in-the-money stock options. The closing price of the common stock ~~at March 31,~~on June 30, 2021, as reported on the OTCQB, was ~~$3.30~~$3.50 per share.

~~At March 31,~~

On June 30, 2021, an amount of ~~$11,396,816~~$11,495,025 unvested expense related to outstanding stock options has yet to be recorded over a weighted average period of ~~3.5 years ..~~

3.3 years.

5.FAIR VALUE MEASUREMENTS

We are required to provide financial statement users with information about assets and liabilities measured at fair value in the balance sheet or disclosed in the notes to the financial statements regarding (1) the valuation techniques and inputs used to develop fair value measurements, including the related judgments and assumptions made, (2) the uncertainty in the fair value measurements as of the reporting date, and (3) how changes in the measurements impact the performance and cash flows of the entity.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by the accounting literature contains three levels as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimations.

The January 2021 Debt Exchange resulted in transaction which required the Company to recognize debt extinguishment and to record newly issued financing instrument at fair value at the date of the transaction on a non-recurring basis. Fair value measurement was categorized as Level 3 fair value measurement due to use of various unobservable inputs to the pricing model. A single most significant factor included in pricing models was the Level 1 input of observable market value of MobileSmith common stock on the date of the transaction, as quoted on the OTCQB. Despite the thinly traded nature of the Company stock, the quoted market value could not be ignored in determination of fair value in the transaction.

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The Company used the income approach to arrive at the fair value of the Series A ~~Convertible~~ Stock on January 28, 2021 - the date of the exchange. Using this approach the value of Series A Preferred Stock ~~holding~~ is equal to the present value of the cash flow streams that can be expected to be generated by the holder in a combination of dividends and conversion of preferred shares into common and subsequent sale of the common shares. The Company used the Monte Carlo model to simulate future movement of our common stock and discounted the results back to January 28, 2021 transaction date. The model used the following notable inputs:

●

~~the market price of the Company common stock on January 28, 2021 of $3.10 as a starting point of simulation~~

●

~~the risk free rate and discount rate of 1.35%;~~

●

~~volatility of 80%;~~

●

~~term of simulation extended to 15 years;~~

●

the model also considered the probability of a Fundamental Transaction (as defined in Series A Preferred Stock certificate of designation) and probabilities of payment of dividend in cash or in additional preferred shares.

●	the market price of the Company common stock on January 28, 2021 of $3.10 as a starting point of simulation

●	the risk free rate and discount rate of 1.35%;

●	volatility of 80%;

●	term of simulation extended to 15 years;

●	the model also considered the probability of a Fundamental Transaction (as defined in Series A Preferred Stock certificate of designation) and probabilities of payment of dividend in cash or in additional preferred shares.

6. DISAGGREGATED PRESENTATION OF REVENUE AND OTHER RELEVANT INFORMATION

The tables below depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, such as type of customer and type of contract.

Customer size impact on billings and revenue:

3 Months Ended March 31, 2021
3 Months Ended March 31, 2020

Billings
GAAP Revenue
Billings
GAAP Revenue
Top 5 Customers (Measured By Amounts Billed)
$304,900
$76,171
$338,173
$171,535
All Other Customers
  124,311
  341,814
  195,211
  453,037

$429,211
$417,985
$533,384
$624,572

	6 Months Ended June 30, 2021				6 Months Ended June 30, 2020
	Billings		GAAP Revenue		Billings		GAAP Revenue
Top 5 Customers (Measured By Amounts Billed)	$	342,000	$	221,640	$	433,010	$	435,747
All Other Customers	$	501,543	$	594,703	$	615,259	$	796,597
	$	843,543	$	816,343	$	1,048,269	$	1,232,344

For the ~~three~~six months ended ~~March 31,~~June 30, 2021, ~~four~~three customers accounted for ~~97%~~70% of the accounts receivable balance and no customer accounted for ~~38%~~more than 10% of total revenue.

For the ~~three~~six months ended ~~March 31,~~June 30, 2020, ~~two~~four customers accounted for ~~46%~~74% of the accounts receivable balance and one customer accounted for ~~17%~~18% of total ~~revenue~~.

revenue.

Below is a summary of new customer acquisition impact on billings and revenue:

3 Months Ended March 31, 2021
3 Months Ended March 31, 2020

Billings
GAAP Revenue
Billings
GAAP Revenue
Customers In Existence As Of The Beginning Of The Period (Including Upgrades)
$429,211
$417,985
$533,384
$624,572
Customers Acquired During The Period
  -
  -
  -
  -

$429,211
$417,985
$533,384
$624,572

	6 Months Ended June 30, 2021				6 Months Ended June 30, 2020
	Billings		GAAP Revenue		Billings		GAAP Revenue
Customers In Existence As Of The Beginning Of The Period (Including Upgrades)	$	843,543	$	816,343	$	1,036,182	$	1,232,344
Customers Acquired During The Period	$	0	$	0	$	12,087	$	0
	$	843,543	$	816,343	$	1,048,269	$	1,232,344

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7. LEASES

Leases (Topic 842) Disclosures

We are a lessee for a non-cancellable operating lease for our corporate office in Raleigh, North Carolina. We are also a lessee for a non-cancellable finance lease for a corporate vehicle and office furniture. Financing leases are not significant in terms of both balances and period expenses. The operating lease for the corporate office expires on April 30, 2024.

The following table summarizes the information about our operating lease:

The following table summarizes the information about operating lease:	Six Months Ended June 30, 2021
Operating lease expense	$	102,863
Remaining Lease Term (Years)	2.7 years
Discount Rate		8	%

Maturities of operating lease liability as of June 30, 2021 were as follows:	Operating Lease Expense		Variable Lease Expense		Total Lease Expense
2021 (remaining 6 months)	$	95,537	$	6,843	$	102,380
2022		191,074		14,096		205,170
2023		191,074		14,519		205,593
2024		63,691		4,840		68,531
Total lease payments	$	541,376	$	40,298		581,674
Less imputed interest						(67,034	)
Total					$	514,640

8. SUBSEQUENT EVENTS

Subsequent to June 30, 2021 the Company granted approximately 760,000 of stock options to certain employees. The newly issued stock options replaced stock options previously expired unexercised. The newly issued stock options have an exercise price equal to the fair market price of $1.63 on the date of grant, 10-year term and 5-year vesting.

~~The following table summarizes the information about operating lease:~~	~~Nine Months Ended March 31, 2021~~
~~Operating lease expense~~	$ ~~51,672~~ 13
~~Remaining Lease Term (Years)~~	~~3 years~~
~~Discount Rate~~Table of Contents	8%

Maturities of operating lease liability as of March 31, 2021 were as follows:

Operating Lease Expense

Variable Lease Expense

Total Lease Expense

2021 (remaining 9 months)
  142,496
  10,206
  152,702
2022
  189,615
  13,988
  203,603
2023
  189,225
  14,378
  203,603
2024
  63,074
  4,793
  67,867
Total lease payments
$ 584,410
$ 43,365
  627,775
Less imputed interest


  (73,062)
Total


$ 554,713

~~7. SUBSEQUENT EVENTS~~

~~There were no reportable events that took place subsequent to March 31, 2021.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. 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~~

●	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

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.

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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. During 2020 we invested in remote work environment, which allowed us to expand our hiring practices geographically from local markets to include the entire United States.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended ~~March 31,~~June 30, 2021 (the “2021 Period”) to the Three Months Ended ~~March 31,~~June 30, 2020 (the “2020 Period”).

Three Months ended March 31, 2021
Three Months ended March 31, 2020
Increase (Decrease) $
Increase (Decrease)%
Revenue
$417,985
$624,572
$(206,587)
  -33%
Cost of Revenue
  214,303
  258,563
  (44,260)
  -17%
Gross Profit
  203,682
  366,009
  (162,327)
  -44%





Selling and Marketing
  528,294
  367,314
  160,980
  44%
Research and Development
  875,666
  627,795
  247,871
  39%
General and Administrative
  905,884
  824,801
  81,083
  10%





Interest Expense
  142,467
  1,851,103
  (1,708,636)
  -92%
Gain on Debt Extinguishment - PPP Loan Forgiveness
  542,100
  -
  542,100

Loss on Debt Extinguishment
$6,507,137
$-
$6,507,137

	Three months ended June 30, 2021		Three months ended June 30, 2020		Increase (Decrease)$			Increase (Decrease)%
Revenue	$	398,358	$	607,772	$	(209,414	)		-34	%
Cost of Revenue		199,944		181,221		18,723			10	%
Gross Profit		198,414		426,551		(228,137	)		-53	%

Selling and Marketing		476,147		301,052		175,095			58	%
Research and Development		858,571		750,438		108,133			14	%
General and Administrative		705,489		824,517		(119,028	)		-14	%

Interest Expense		48,671		1,759,173		(1,710,502	)		-97	%
Loss on Debt Extinguishment	$	-	$	4,864,750	$	(4,864,750	)		-100	%

Revenue decreased by ~~$206,587~~$209,414 or ~~33%~~34%. A decrease of $105,000 accounted for completion of a large contract with a government agency during the three months ended June 30, 2020. The remainder of the decrease is associated with loss of customers due to non-renewals of contracts and new sales below target.

Cost of Revenue increased by $18,723 or 10%. The increase is attributed to an increase in payroll costs for a delivery team and increase in hosting costs.

Gross Profit decreased by $228,137 or 53%. The decrease is primarily attributable to a decrease in revenue.

Selling and Marketing expense increased by $175,095 or 58%. 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 $137,000 and increase in stock based compensation of $75,000. During the same period, we incurred an offsetting decrease of $42,000 in marketing campaigns, PR and marketing outsourced services.

Research and Development expense increased by $108,133 or 14%. 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 $55,000 and stock based compensation increased by $63,000.

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General and Administrative expense decreased by $119,028 or 14% predominantly due to decrease in stock based compensation of $110,000.

Interest Expense decreased by $1,710,502 or 97%. Decrease in interest expense is associated with the debt elimination transactions.

Loss on Debt Extinguishments of $4,864,750 in 2020 Period resulted from modifications of convertible notes.

Comparison of the Six Months Ended June 30, 2021 (the “2021 Period”) to the Six Months Ended June 30, 2020 (the “2020 Period”).

	Six months ended June 30, 2021		Six months ended June 30, 2020		Increase (Decrease)$			Increase (Decrease)%
Revenue	$	816,343	$	1,232,344	$	(416,001	)		-34	%
Cost of Revenue		414,247		439,784		(25,537	)		-6	%
Gross Profit		402,096		792,560		(390,464	)		-49	%

Selling and Marketing		1,004,441		668,366		336,075			50	%

Research and Development		1,734,237		1,378,233		356,004			26	%
General and Administrative		1,611,373		1,649,318		(37,945	)		-2	%

Interest Expense		191,138		3,610,276		(3,419,138	)		-95	%
Loss on Debt Extinguishment		6,507,137		4,864,750		1,642,387			34	%

Gain on Debt Extinguishment - PPP Loan Forgiveness	$	542,000	$	-	$	542,000			0	%

Revenue decreased by $416,001 or 34%. A decrease of $105,000 accounted for completion of a large contract with a government agency. The remainder of the decrease is associated with loss of customers due to non-renewals of contracts and new sales below target.

Cost of Revenue decreased by ~~$44,260~~$25,537 or ~~17%~~6%. AThe decrease is attributed to a completion of ~~$84,000 is attributable to outsourced and internal development costs associated~~a single large contract with ~~delivery of custom development services. The decreases were offset by increase in payroll costs of $40,000 due to expansion of our product delivery team.~~

a government agency during the three months ended June 30, 2020.

Gross Profit decreased by ~~$162,327~~$390,464 or ~~44%~~49%. The decrease is primarily attributable to a decrease in revenue.

Selling and Marketing expense increased by ~~$160,980~~$336,075 or ~~44%~~50%. During 2020 we kept certain ~~sal~~essales 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 ~~$85,000,~~$232,000, increase in related recruiting costs of ~~$40,000~~$41,000 and increase in stock based compensation of ~~$60,000. Marketing payroll decreased by $40,000~~$134,000. During the same period, we incurred offsetting decreases of $15,000 in ~~2021 Period compared to 2020 Period due to reallocation of our internal resources~~travel costs and ~~finetuning of our~~$77,000 decrease in marketing ~~strategy for 2021.~~

campaigns, PR and marketing outsourced services.

Research and Development expense increased by ~~$247,871~~$356,004 or ~~39%~~26%. ~~During the~~In 2021 we ~~invested~~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 ~~$140,000~~$184,000 and stock based compensation increased by ~~$80,000.~~

$145,000.

General and Administrative expense ~~increased~~decreased by ~~$81,083~~$37,945 or ~~10%~~2%. Legal and audit increased by $40,000 due to complexities associated with multiple debt exchanges that took place in 2020. Information and technology products and software tools expense increased by $15,000. The ~~remainder of increase is due~~decrease can be attributed to fluctuations in ~~other~~ various general and administrative costs.

Interest Expense decreased by ~~$1,708,636~~$3,419,138 or ~~92%~~95%. Decrease in interest expense is associated with the debt elimination transactions.

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Gain on Debt Extinguishment - PPP Loan Forgiveness The Company's first PPP loan was forgiven during the 2021 Period.

Loss on Debt Extinguishmentsof $6,507,137 resulted from a debt exchange transaction, which took place on January 28 of 2021. For more information about the transaction refer to "Debt" footnote of the financial statements included in this Form 10Q.

In 2020 Period loss on debt extinguishment resulted from modifications of convertible notes.

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 ~~notes under our convertible note facilitie~~s.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.~~

●	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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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures for the three months ended ~~March 31,~~June 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow for timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March 31,~~June 30, 2021, our disclosure controls and procedures were effective at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~March 31,~~June 30, 2021, there were no changes made in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following paragraph sets forth certain information with respect to all securities sold by us during the three months ended ~~March 31,~~June 30, 2021 without registration under the Securities Act of 1933, as amended (the "Securities Act"):

Between ~~January~~April 1, 2021 and ~~March 31,~~June 30, 2021, we issued to ~~two~~an accredited ~~investors 41,066~~investor 23,310 shares of our Series A Preferred Stock for an aggregate purchase price of ~~$1,761,700.~~$1,000,000. The proceeds were used to finance shortfalls in working capital.

All of the securities issued in the transactions described above were issued without registration under the Securities Act in reliance upon the exemptions provided in Section 4(2) of the Securities Act. The recipient of securities in such transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the share certificates issued in all of the above transactions. The recipient represented that it was an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, or had such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in its common stock. The recipient had adequate access, through their relationships with the Company and its officers and directors, to information about the Company. None of the transactions described above involved general solicitation or advertising.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

~~ITEM 6. EXHIBITS~~

~~Exhibit No.~~	~~Description~~

~~31.1~~ 19

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ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) (Filed herewith)

31.2		Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) (Filed herewith)

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)

32.2		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)

101.1		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, (iv) the Condensed Statement of Stockholders’ Deficit and (v) related notes to these condensed financial statements, tagged as blocks of text and in detail (Filed herewith).


	20

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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 thereunto duly authorized.

	MOBILESMITH, INC.

~~May 11,~~ August 10, 2021	By:	/s/ Jerry Lepore
		Jerry Lepore
		Chief Executive Officer (Principal Executive Officer)

August 10, 2021	By:	/s/ Gleb Mikhailov
~~May 11, 2021~~	~~By:~~	~~/s/~~ Gleb Mikhailov
		~~Gleb Mikhailov~~
		Chief Financial Officer (Principal Financial and Accounting Officer)

	March 31,	December 31,
	2021	2020
ASSETS	(unaudited)
Current Assets
Cash and Cash Equivalents	$ 1,161,371	$ 161,744
Restricted Cash and Cash Equivalents	195,993	189,179
Accounts Receivable, Net of Allowance for Doubtful Accounts of $2,746 and $30,000, Respectively	143,420	113,906
Prepaid Expenses and Other Current Assets	31,920	43,286
Total Current Assets	1,532,704	508,115

Operating Lease Right-of-Use Asset	469,804	512,124
Total Assets	$ 2,002,508	$ 1,020,239

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$ 143,844	$ 155,850
Interest Payable	184,456	271,868
Other Liabilities And Accrued Expenses	223,757	237,750
Operating Lease Liability Current	165,196	161,936
First PPP Loan, Current	-	423,067
Total Current Liabilities	717,253	1,250,471


Second PPP Loan	542,000	-
First PPP Loan, Long-Term		119,033
Operating Lease Liability	389,517	432,058
Contract With Customer Liability	661,016	649,789
Convertible Notes Payable, Net of Discount	-	972,108
Bank Loan	5,000,000	5,000,000
Total Liabilities	7,309,786	8,423,459

Commitments and Contingencies (Note 3)
Stockholders' Deficit
Preferred Stock, $0.001 Par Value, 5,000,000 Shares Authorized, Including 1,750,000 Authorized and Designated for Series A Convertible Preferred Stock: 1,277,377 Issued and Outstanding as of March 31, 2021 and 1,166,297 Issued and Outstanding as of December 31, 2020.	113,072,014	103,649,344
Common Stock, $0.001 Par Value, 100,000,000 Shares Authorized At March 31, 2021 and December 31, 2020; 28,389,493 Shares Issued and Outstanding at March 31, 2021 and 28,389,493 Shares Issued and Outstanding at December 31, 2020.	28,390	28,390
Additional Paid-in Capital - Common Shares	130,990,296	130,103,361
Accumulated Deficit	(249,397,978)	(241,184,315)
Total Stockholders' Deficit	(5,307,278)	(7,403,220)
Total Liabilities and Stockholders' Deficit	$ 2,002,508	$ 1,020,239

	Quarter Ended	Quarter Ended
	March 31,	March 31,
	2021	2020
REVENUES:
Subscription and Support	$417,985	$519,399
Services and Other	-	105,173
Total Revenue	417,985	624,572

COST OF REVENUES:
Subscription and Support	205,303	165,401
Services and Other	9,000	93,162
Total Cost of Revenue	214,303	258,563

GROSS PROFIT	203,682	366,009

OPERATING EXPENSES:
Selling and Marketing	528,294	367,314
Research and Development	875,666	627,795
General and Administrative	905,884	824,801
Total Operating Expenses	2,309,844	1,819,910
LOSS FROM OPERATIONS	(2,106,162)	(1,453,901)

OTHER INCOME (EXPENSE):
Other Income	3	6,004
Interest Expense, Net	(142,467)	(1,851,103)
Gain on Debt Extinguishment - PPP Loan Forgiveness	542,100	-
Loss on Debt Extinguishment	(6,507,137)	-
Total Other Expense	(6,107,501)	(1,845,099)
NET LOSS	$(8,213,663)	$(3,299,000)

Plus: Deemed Dividend on Series A Convertible Preferred Stock	(5,269,401)	-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$(13,483,064)	$(3,299,000)

NET LOSS PER COMMON SHARE:
Basic and Fully Diluted from Continuing Operations	$(0.47)	$(0.12)

WEIGHTED-AVERAGE NUMBER OF SHARES USED IN COMPUTING NET LOSS PER COMMON SHARE: Basic And Fully Diluted	28,389,493	28,320,549

	Series A Convertible Preferred Stock, Shares	Series A Convertible Preferred Stock, $0.001 Par Value	Additional Paid-In Capital, Series A Convertible Preferred Stock	Common Stock, Shares	Common Stock, $0.001 Par Value	Additional Paid-In Capital, Common Stock	Accumulated Deficit	Totals

BALANCES, JANUARY 1, 2020	-	$ -	$ -	28,271,598	$ 28,272	$ 118,431,878	$ (169,774,475)	$ (51,314,325)
Equity-Based Compensation						721,681	-	721,681
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt						2,000,000	-	2,000,000
Conversion of Notes Payable to Common Stock				48,951	49	65,191	-	65,240
Net Loss						-	(3,299,000)	(3,299,000)
BALANCES, MARCH 31, 2020	-	-	-	28,320,549	28,321	121,218,750	(173,073,475)	(51,826,404)

BALANCES, JANUARY 1, 2021	1,166,297	$ 1,166	$ 103,648,178	28,389,493	$ 28,390	$ 130,103,361	$ (241,184,315)	$ (7,403,220)
Equity-Based Compensation						886,935		886,935
Exchange of Debt for Series A Convertible Preferred Stock on January 28, 2021	70,014	70	7,660,900					7,660,970
Issuance of Series A Convertible Preferred Stock for Cash	41,066	41	1,761,659					1,761,700
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Series A Convertible Preferred Stock of $5,269,401			5,269,401					5,269,401
Deemed Dividend to the Holders of Series A Preferred Stock Resulting From Amortization of Discount Associated with the Beneficial Conversion Feature			(5,269,401)					(5,269,401)
Net Loss							(8,213,663)	(8,213,663)
BALANCES, MARCH 31, 2021	1,277,377	$ 1,277	$ 113,070,737	28,389,493	$ 28,390	$ 130,990,296	$ (249,397,978)	$ (5,307,278)

Debt Description	March 31,	December 31,
	2021	2020	Maturity	Rate

Comerica Bank Loan and Security Agreement	$5,000,000	5,000,000	June 2022	3.85%
Second PPP Loan	542,000	-	February 2026	1.00%
First PPP Loan	-	542,100	April 2022	1.00%
Convertible notes, net of discount of $1,927,892 as of December 31, 2020	-	972,108	November 2022	8.00%
Total debt	5,542,000	6,514,208

Less: current portion of long term debt	-	423,067
Debt - long term	$5,542,000	6,091,141

	Number of Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, December 31, 2020	$10,683,300	$1.85	7.58	$17,060,533
Cancelled	(13,500)	1.60
Issued	1,175,000	2.88
Outstanding, March 31, 2021	$11,844,800	1.96	7.6	15,928,838
Vested and exercisable, March 31, 2021	$5,525,091	$1.78	6.4	$8,394,846

	3 Months Ended March 31, 2021		3 Months Ended March 31, 2020
	Billings	GAAP Revenue	Billings	GAAP Revenue
Top 5 Customers (Measured By Amounts Billed)	$304,900	$76,171	$338,173	$171,535
All Other Customers	124,311	341,814	195,211	453,037
	$429,211	$417,985	$533,384	$624,572

Maturities of operating lease liability as of March 31, 2021 were as follows:	Operating Lease Expense	Variable Lease Expense	Total Lease Expense
2021 (remaining 9 months)	142,496	10,206	152,702
2022	189,615	13,988	203,603
2023	189,225	14,378	203,603
2024	63,074	4,793	67,867
Total lease payments	$ 584,410	$ 43,365	627,775
Less imputed interest			(73,062)
Total			$ 554,713

	Three Months ended March 31, 2021	Three Months ended March 31, 2020	Increase (Decrease) $	Increase (Decrease)%
Revenue	$417,985	$624,572	$(206,587)	-33%
Cost of Revenue	214,303	258,563	(44,260)	-17%
Gross Profit	203,682	366,009	(162,327)	-44%

Selling and Marketing	528,294	367,314	160,980	44%
Research and Development	875,666	627,795	247,871	39%
General and Administrative	905,884	824,801	81,083	10%

Interest Expense	142,467	1,851,103	(1,708,636)	-92%
Gain on Debt Extinguishment - PPP Loan Forgiveness	542,100	-	542,100
Loss on Debt Extinguishment	$6,507,137	$-	$6,507,137