| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |   |
|--------|--------------------------------------------------------------------------------------|--------|

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

| Delaware                                                       |   | 95-4439334                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |                                 |
| 5400 Trinity Rd, Suite 208Raleigh, NC, 27607                   |   | 27607                                |
| (Address of principal executive offices)                       |   | (Zip Code)                           |

| Title of each class |   | Name of each exchange on which registered |
|---------------------|--------|-------------------------------------------|
| N/A                 |   | N/A                                       |

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| Large accelerated filter                      | o      | Accelerated filter        | o      |
|-----------------------------------------------|--------|---------------------------|--------|
| Non-accelerated filer                         | o      | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) |   |                      |   |

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| Name                    |   | Age    |   | Position                                                 |
|-------------------------|--------|--------|--------|----------------------------------------------------------|
|                    |   |   |   |                                                     |
| EXECUTIVE OFFICERS:     |   |   |   |                                                     |
|                    |   |   |   |                                                     |
| Amir Elbaz              |   | 37     |   | Chief Executive Officer, Director, Chairman of the Board |
| Gleb Mikhailov          |   | 34     |   | Chief Financial Officer                                  |
| Bob Dieterle            |   | 47     |   | Senior Vice President, General Manager                   |
|                    |   |   |   |                                                     |
| NON-EMPLOYEE DIRECTORS: |
|                    |   |   |   |                                                     |
|                    |   |   |   |                                                     |
| Shlomo Elia             |   | 71     |   | Director                                                 |
| Ronen Shviki            |   | 45     |   | Director                                                 |
| Jon Campbell            |   | 51     |   | Director                                                 |
|                    |   |   |   |                                                     |
|                    |   |   |   |                                                     |
|                    |   |   |   |                                                     |

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----

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| Name and Principal Position                  |   | Year   |   | Salary ($) |    |   | Option Awards ($) (1) |   |   | All Other Compensation ($) |   | Total ($) |
|----------------------------------------------|--------|--------|--------|------------|---------|--------|-----------------------|--------|--------|----------------------------|--------|-----------|
|                                         |   |   |   |       |    |   |                  |   |   |                       |   |      |   |   |   |   |
| Robert Brinson, Jr.                          |   | 2012   |   | $          | -       |   |                  | $      | -      |                       |   | $         | 83,040 |   | $ | 83,040 |
| Chief Executive Officer (2)                  |   | 2013   |   | $          | -       |   |                  | $      | -      |                       |   | $         | 60,343 |   | $ | 60,343 |
| Amir ElbazChief Executive Officer (3)        |   | 2012   |   | $          | -       |   |                  | $      | 6,424  |                       |   | $         | 32,000 |   | $ | 38,424 |
|                                         | 2013   |   | $      | 119,769    |    |   | $                     | -      |   |                       | $      | 20,000    |   | $ | 139,769 |
| Bob Dieterle                                 |   | 2012   |   | $          | 150,499 |   |                  | $      | 14,721 |                       |   | $         | - |   | $ | 165,220 |
| Senior Vice President and General Manager(4) |   | 2013   |   | $          | 146,387 |   |                  | $      | 14,721 |                       |   | $         | - |   | $ | 161,108 |

| (1) | The amounts do not represent compensation actually received by the named executive officer.  Instead, the amounts represent the compensation cost recognized by the Company in fiscal years 2012 and 2013, as applicable, in accordance with United States Generally Accepted Accounting Principles, or US GAAP, disregarding any adjustments for forfeiture assumptions.  For a discussion of the assumptions used to value these awards, see Note 2 to the Company’s consolidated financial statements included in the Original Filing.                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Mr. Brinson served as Chief Executive Officer of the Company from September 11, 2012 to April 30, 2013, on which date Mr. Brinson resigned as Chief Executive Officer. During 2012 and 2013, Mr. Brinson received total compensation of $83,040 and $60,343, respectively, which was paid through Mr. Brinson’s consulting firm.                                                                                                                                                                                                                                                                       |
| (3) | Mr. Elbaz has served on the Board since January 2010, as Chairman of the Board since November 2012 and as Chief Executive Officer of the Company since May 1, 2013. During 2012, Mr. Elbaz received $32,000 for his services on the Board and as Chairman of the Board, which is included in the All Other Compensation column above.  During 2013, Mr. Elbaz received $20,000 for his services on the Board, which is included in the All Other Compensation column above, and $119,769 for his services as Chief Executive Officer of the Company, which is included in the Salary column above. |
| (4) | Mr. Dieterle has served as Senior Vice President and General Manager of the Company since January 2011; however, the Board and Mr. Dieterle recently determined that Mr. Dieterle functions as an executive officer of the Company pursuant to Rule 3b-7 of the Exchange Act.                                                                                                                                                                                                                                                                                                                                |

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|         |   | Option Awards                                                       |
|--------------|--------|---------------------------------------------------------------------|
| Name         |   | Number of securities underlying unexercised options (#) Exercisable |   |   | Number of Securities underlying unexercised Option (#) Unexercisable |   |   | Option exercise price ($/Sh) |   | Optionexpirationdate |
| Amir Elbaz   |   |                                                                | 20,000 |   |   |   | - |   |   | $ | 1.14 |   | 3/25/2020 |
| Bob Dieterle |   |                                                                | 75,000 |   |   |   | - |   |   | $ | 1.14 |   | 3/25/2020 |

| Name         |   | Fees Earned or Paid in Cash ($) |   |   | Stock Awards ($) |   |    | Option Awards ($) |   |   | All Other Compensation ($) |   |   | Total ($) |   |
|--------------|--------|---------------------------------|--------|--------|------------------|--------|---------|-------------------|--------|--------|----------------------------|--------|--------|-----------|--------|
| Ronen Shviki |   | $                               | 15,964 |   |             | $      | -  |              |   | $      | -                          |   |   | $         | -      |   |   | $ | 15,964 |   |
| Jon Campbell |   | $                               | 4,650  |   |             | $      | -       |              |   | $      | -                          |   |   | $         | -      |   |   | $ | 4,650 |   |

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| Beneficial Owner                                             |   | Amount and |       |   |                       |   |
|-------------------------------------------------------------------|--------|-----------------|------------|--------|----------------------------|--------|
| Name and Address(1)                                     |   | Nature of  |       |   |                       |   |
|                                                              |   | Beneficial      |       |   |                       |   |
|                                                              |   | Ownership(2)    |       |   | Percent of Class |   |
| Avy Lugassy (3)                                                   |   |            | 33,520,058 |   |                       |   | 75.3 | % |
| 126 Chemin des Hauts Crets, 1253                                  |   |            |       |   |                       |   |   |   |
| Vandoeuvres, Geneva, Switzerland                                  |   |            |       |   |                       |   |   |   |
|                                                              |   |            |       |   |                       |   |   |   |
| Union Bancaire Privée, UBP SA (4)                            |   |            | 22,155,678 |   |                       |   | 52.8 | % |
| Rue du Rhône 96-98 | CP | CH-1211 Geneva 1, Switzerland |   |            |       |   |                       |   |   |   |
|                                                              |   |            |       |   |                       |   |   |   |
| Doron Roethler (5)                                                |   |            | 3,310,473  |   |                       |   | 15.7 | % |
| c/o S. Roethler                                                   |   |            |       |   |                       |   |   |   |
| 134 Aluf David Street                                             |   |            |       |   |                       |   |   |   |
| Ramat Gan 52236                                                   |   |            |       |   |                       |   |   |   |
| Israel                                                            |   |            |       |   |                       |   |   |   |
|                                                              |   |            |       |   |                       |   |   |   |
| Shlomo Elia                                                       |   |            | 60,000     |   |                       |   | * |   |
|                                                              |   |            |       |   |                       |   |   |   |
| Amir Elbaz (6)                                                    |   |            | 20,000     |   |                       |   | * |   |
|                                                              |   |            |       |   |                       |   |   |   |
| Bob Dieterle (7)                                                  |   |            | 60,938     |   |                       |   | * |   |
| Robert Brinson, Jr.                                               |   |            | 0          |   |                       |   | * |   |
| Jon Campbell                                                      |   |            | 0          |   |                       |   | * |   |
| Ronen Shviki                                                      |   |            | 0          |   |                       |   | * |   |
|                                                              |   |            |       |   |                       |   |   |   |
| All officers and directors as a group (6 persons) (8)             |   |            | 140,938    |   |                       |   | .7 | % |
|                                                              |   |            |       |   |                       |   |   |   |

----

| *   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Unless otherwise noted, all addresses are in care of the Company at 5400 Trinity Rd, Suite 208, Raleigh, NC, 27607.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (2) | Based upon 19,827,542 shares of the Company’s common stock outstanding on April 14, 2014. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the person has sole or shared voting power or investment power and also any shares that the person has the right to acquire within 60 days of April 14, 2014, through the exercise of any stock options or other rights. Any shares that a person has the right to acquire within 60 days are deemed to be outstanding for the purpose of computing the percentage ownership of such person but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. |
| (3) | Shares held by Grasford Investments Ltd., or Grasford, which is primarily controlled by Mr. Lugassy, as principal.  Beneficial ownership total includes 8,830,269 shares of the Company’s common stock issued and 24,689,789 shares issuable upon conversion of the Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (4) | Consists of shares of the Company’s common stock issuable upon conversion of the Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (5) | Includes (i) 1,323,619 shares of the Company’s common stock owned by Greenleaf Ventures Ltd., a British Virgin Islands company, (ii) 121,116 shares of the Company’s common stock owned by Crystal Management Ltd., a company registered in Anguilla, (entities controlled by Mr. Roethler) and (iii) 560,793 shares of the Company’s common stock owned directly by Mr. Roethler. The total also includes 1,304,945 shares of the Company’s common stock issuable upon conversion of the Notes.                                                                                                                                                                                                                                                                                                                                                               |
| (6) | Consists of  20,000 shares of the Company’s common stock subject to options currently exercisable or exercisable within 60 days of April 14, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (7) | Consists of  60,938 shares of the Company’s common stock subject to options currently exercisable or exercisable within 60 days of April 14, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (8) | For all current executive officers and directors as a group, includes a total of 80,938 shares of the Company’s common stock subject to options currently exercisable or exercisable within 60 days of April 14, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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| Plan Category                                              |   | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |    |   | Weighted average exercise price of outstanding options, warrants and rights (b) |   |   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)) |   |
|------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|---------|--------|---------------------------------------------------------------------------------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Equity compensation plans approved by security holders     |   |                                                                                            | 209,408 | (1)    |                                                                            | $      | 2.66   |                                                                                                                                           |   |   | 4,469,622 | (2) |
| Equity compensation plans not approved by security holders |   |                                                                                            | -       |   |                                                                            |   | -      |                                                                                                                                           |   |   |   |   |
| Total                                                      |   |                                                                                            | 209,408 |   |                                                                            |   |   |                                                                                                                                           |   |   | 4,469,622 |   |

| (1) | Consists of shares issuable upon exercise of outstanding options under the Company’s 2004 Equity Compensation Plan.                                 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | All of the shares remaining for future issuance under the 2004 Equity Compensation Plan are available for issuance as options or restricted stock awards. |

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| ·   | a maturity date of November 14, 2016; |
|--------------------|---------------------------------------|

| ·   | an interest rate of 8% per year; |
|--------------------|----------------------------------|

| ·   | optional conversion upon noteholder request; |
|--------------------|----------------------------------------------|

| ·   | the borrowing commitment was increased by $10 million to $33.3 million; |
|--------------------|-------------------------------------------------------------------------|

| ·   | a conversion price that is the greater of (i) 80% of the lowest closing price of the Company’s common stock in the 12-month period immediately preceding the date of conversion or (ii) $0.50; and |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | if at the time of any particular requested conversion the Company does not have a sufficient number of shares of common stock authorized to allow for such conversion, a noteholder may request that the Company call a special meeting of the stockholders specifically for the purpose of increasing the number of shares of common stock authorized to cover the remaining portion of the Notes outstanding. |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|               |   | Twelve months ended December 31, |   | Twelve months ended December 31, |
|--------------------|--------|----------------------------------|--------|----------------------------------|
| 2013               | 2012   |
| Audit Fees         |   | $                                | 83,000 |                             | $ | 113,000 |
| Audit-Related Fees |   |                             | None   |                             | $ | 10,000 |
| Tax Fees           |   | None                             |   | None                             |
| All Other Fees     |   | None                             |   | None                             |
| Total Fees         |   | $                                | 83,000 |                             | $ | 123,000 |

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| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.1         |   | Amended and Restated Certificate of Incorporation, dated January 4, 2005, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 14, 2013)                                                                                                                                                                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.2         |   | Seventh Amended and Restated Bylaws, effective July 1, 2013 (incorporated herein by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 14, 2013)                                                                                                                                                                                                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.1         |   | Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2, as filed with the SEC on September 30, 2004)                                                                                                                                                                                                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.2         |   | Convertible Secured Subordinated Note Purchase Agreement, dated November 14, 2007, by and among Smart Online, Inc. and certain investors (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2007)                                                                                                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.3         |   | Form of Convertible Secured Subordinated Promissory Note (incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2007)                                                                                                                                                                                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.4         |   | First Amendment to Convertible Secured Subordinated Note Purchase Agreement, dated August 12, 2008, by and among Smart Online, Inc. and certain investors (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 12, 2008)                                                                                                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5         |   | Second Amendment and Agreement to Join as a Party to Convertible Secured Subordinated Note Purchase Agreement and Registration Rights Agreement, dated November 21, 2008, by and among Smart Online, Inc. and certain investors (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 30, 2009)                                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6         |   | Third Amendment to Convertible Secured Subordinated Note Purchase Agreement and Registration Rights Agreement and Amendment to Convertible Secured Subordinated Promissory Notes, dated February 24, 2009, by and among Smart Online, Inc. and certain investors (incorporated herein by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 30, 2009)                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7         |   | Form of Convertible Secured Subordinated Promissory Note to be issued post January 2009 (incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 30, 2009)                                                                                                                                                                                                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.8         |   | Fourth Amendment to Convertible Secured Subordinated Note Purchase Agreement, Second Amendment to Convertible Secured Subordinated Promissory Notes and Third Amendment to Registration Rights Agreement, dated March 5, 2010, by and among Smart Online, Inc. Atlas Capital S.A. and Crystal Management Ltd. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 8, 2010).                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.9         |   | Form of Convertible Secured Subordinated Promissory Note to be issued post March 5, 2010 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 8, 2010).                                                                                                                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.10        |   | Fifth Amendment to Convertible Secured Subordinated Note Purchase Agreement, Third Amendment to Convertible Secured Subordinated Promissory Notes and Fourth Amendment to Registration Rights Agreement, dated June 13, 2012, by and among Smart Online, Inc., Atlas Capital S.A. and Crystal Management Ltd. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on June 19, 2012)                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.11        |   | Sixth Amendment and Agreement to Join as a Party to Convertible Secured Subordinated Note Purchase Agreement, Fourth Amendment to Convertible Secured Subordinated Promissory Notes and Fifth Amendment and Agreement to Join as a Party to Registration Rights Agreement, dated June 26, 2013, by and among Smart Online, Inc., Grasford Investments Ltd., Atlas Capital S.A. and Crystal Management Ltd. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 2, 2013) |

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| 10.1*  |   | 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form SB-2, as filed with the SEC on September 30, 2004)                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                   |
| 10.2*  |   | Form of Incentive Stock Option Agreement under 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K, as filed with the SEC on July 11, 2006)                              |
|   |   |                                                                                                                                                                                                                                                   |
| 10.3*  |   | Form of Incentive Stock Option Agreement under Smart Online, Inc.’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 15, 2007) |
|   |   |                                                                                                                                                                                                                                                   |
| 10.4*  |   | Form of Non-Qualified Stock Option Agreement under 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, as filed with the SEC on July 11, 2006)                          |

| 10.5*  |   | Form of Non-Qualified Stock Option Agreement under Smart Online, Inc.’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 15, 2007)                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                             |
| 10.6*  |   | Form of revised Non-Qualified Stock Option Agreement under Smart Online, Inc.’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, as filed with the SEC on April 15, 2010)                |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.7*  |   | Form of Restricted Stock Agreement under Smart Online, Inc.’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 15, 2007)                                 |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.8*  |   | Form of Restricted Stock Award Agreement (for Employees) under Smart Online, Inc.’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on August 21, 2007)           |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.9*  |   | Form of Restricted Stock Agreement for Employees (incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 11, 2008)                                                             |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.10* |   | Form of Restricted Stock Agreement (Non-Employee Director) under Smart Online, Inc.’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 31, 2007)            |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.11* |   | Form of Restricted Stock Agreement (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 3, 2007)                                                                      |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.12* |   | Form of revised Restricted Stock Agreement under Smart Online, Inc.’s 2004 Equity Compensation Plan (Non-Employee Director) (incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, as filed with the SEC on April 15, 2010) |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.13  |   | Registration Rights Agreement, dated November 14, 2007, by and among Smart Online, Inc. and certain investors (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2007)                |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.14  |   | Security Agreement, dated November 14, 2007, among Smart Online, Inc. and Doron Roethler, as agent for certain investors (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2007)     |

----

| 10.15  |   | Letter Agreement for $6,500,000.00 Term Facility dated December 6, 2010, by Israel Discount Bank of New York, and agreed and accepted by Smart Online, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2010) |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                        |
| 10.16  |   | First Amendment to Office Lease Agreement dated April 28, 2011, between Smart Online, Inc. and Nottingham Hall LLC (incorporated herein by reference to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 20, 2012)                                       |

| 10.17  |   | Promissory Note dated June 6, 2013, made by Smart Online, Inc. for the benefit of Israel Discount Bank of New York, as lender (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 2, 2013)                                                                                                                                                                                                                                                                                           |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.18  |   | Guaranty dated June 6, 2013, made by Atlas Capital, SA for the benefit of Israel Discount Bank of New York (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 2, 2013)                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.19* |   | Professional Services Agreement, effective as of May 1, 2013, by and between Smart Online, Inc. and Entre-Strat Consulting, LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 14, 2013)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.20* |   | Partner Agreement, dated May 24, 2013, by and between Smart Online, Inc. and Jon Campbell (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2013)                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 23.1   |   | Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2014)                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.1   |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14/15d-14 (incorporated by reference to Exhibit 31.1 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2014)                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.2   |   | Certification of Principal Financial Officer Pursuant to Rule 13a-14/15d-14 (incorporated by reference to Exhibit 31.2 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2014)                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.3   |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14/15d-14 (filed herewith)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.4   |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14/15d-14 (filed herewith)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 32.1   |   | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (incorporated by reference to Exhibit 32.1 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2014)                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 32.2   |   | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (incorporated by reference to Exhibit 32.2 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2014)                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.1  |   | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statements of Stockholders’ Deficit and (v) related notes to these financial statements, tagged as blocks of text and in detail (incorporated by reference to Exhibit 101.1 to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2014) |

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|                  | MobileSmith, Inc. |                    |
|-----------------------|-------------------|-------------------------|
|                  |              |                    |   |
| Dated: April 30, 2014 | By:               | /s/ Gleb Mikhailov      |   |
|                  |              | Gleb Mikhailov          |   |
|                  |              | Chief Financial Officer |   |
|                  |              |                    |   |

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