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, 2021 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 for the period ended December 31, 2021 filed with the SEC on March 25, 2022. 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

· increase adoption, utilization and intelligence of EMRs (electronic medical


    records), extend EMR's usability to patients and consumers of healthcare.



During 2021 we advanced our flagship PeriOp offering to be market ready. PeriOp 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 and also removes manual paper based pre and post procedural processes. PeriOp digitizes and streamlines for both patients and providers "the last mile of healthcare delivery" between scheduled procedure and day of surgery with emphasis on patient's readiness. PeriOp digitizes and streamlines "the first mile" of post-surgery recovery journey with a focus on maintaining positive surgical outcomes and avoidance of readmissions.

PeriOp has not yet generated significant revenue. Most of our revenue is generated from App Blueprint solutions and related supporting services, where applicable.

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).

In 2021 we further refined our focus within the healthcare providers. We concentrated our efforts on hospital systems with large employed physician groups who use either Cerner or Epic Systems as their primary EMRs (electronic medical records). Additionally, we are investigating ambulatory surgery centers (ASC) market for feasibility.

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 25 individuals. The team is by far our largest investment and cost. We make significant investments in technical skills and knowledge of the 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 2021 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 March 31, 2022 (the "2022 Period") to the Three Months Ended March 31, 2021 (the "2021 Period").





                       3 Months ended       3 Months ended
                         March 31,            March 31,           Increase          Increase
                            2022                 2021           (Decrease) $       Decrease %
Revenue               $        329,902     $        417,985     $     (88,083 )            -21 %
Cost of Revenue                123,571              214,303           (90,732 )            -42 %
Gross Profit                   206,331              203,682             2,649                1 %

Selling and
Marketing                      377,883              528,294          (150,411 )            -28 %
Research and
Development                  1,067,196              875,666           191,530               22 %
General and
Administrative                 831,934              905,884           (73,950 )             -8 %

Interest Expense                47,576              142,467           (94,891 )            -67 %
Loss on Debt
Extinguishment                       -            6,507,137        (6,507,137 )           -100 %
Gain on Debt
Extinguishment -
PPP Loan
Forgiveness           $              -     $        542,100     $    (542,100 )           -100 %





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Revenue decreased by $88,083 or 21%. The entirety of the decrease is associated with loss of healthcare customers due to non-renewals of contracts and renewals for smaller value.

Cost of Revenue decreased by $90,732 or 42%. The decrease is primarily attributed to the restructuring of our delivery team.

Gross Profit increased by $2,649 or 1%. The increase is a direct result of decreased costs for the clients we currently maintain.

Selling and Marketing expense decreased by $150,411 or 28%. Personnel and related recruiting costs decreased by approximately $103,000 as the Company adjusted its selling strategy under the leadership of our new CEO Chris Caramanico. Equity based compensation decreased by approximately $45,000.

Research and Development expense increased by $191,530 or 22%. During the first quarter of 2022, the Company expanded its product team, which resulted in increase in payroll cost by approximately $103,000 and equity based compensation by $87,000.

General and Administrative expense decreased by $73,950 or 8%. The decrease is predominantly due to decrease in stock based compensation of $87,000 as certain options became fully vested, offset by increase of $13,000 in bad debt expense.

Interest Expense decreased by $94,891 or 67%. The decrease is primarily as a result of the decrease in interest expense associated with the debt elimination transactions, which took place on January 28, 2021. All non-bank interest expense stopped accruing after January 28, 2021.

Loss on Debt Extinguishments of $6,507,137 resulted from a debt exchange transaction, which took place on January 28, 2021.

Gain on Debt Extinguishments - PPP Loan Forgiveness of $542,100 was due to the Company's first PPP loan being forgiven on February 19, 2021.

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, 2021 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.






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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, 2021 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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