You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements.





Overview


Vemanti, incorporated on April 3, 2014 under the laws of the State of Nevada, is a technology-driven and fintech-focused company that seeks to be active in the high-growth emerging markets. Through our wholly owned subsidiary, VoiceStep, we provide a one-stop solution with regard to business-class VoIP services to our SME customers in the United States. We also have an 18.6% ownership interest in Fvndit, which, through its subsidiaries, operates an online short-term P2P financing platform for SMEs in Vietnam. We currently do not generate any revenues through our wholly owned subsidiary Vemanti Digital.

We began generating revenue from the sales of our VoiceStep products since its inception in 2014, but have incurred significant net losses since 2015. While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances that we will be successful or that our cash position will be sufficient to support our daily operations. Our continued existence is dependent upon our ability to continue to execute our operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to our Company. Accordingly, we may decide to exit our existing business and explore potential strategic alternatives, including establishing a new business, or target an existing business for acquisition, without restriction to any specific business, industry or geographical location.






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Critical Accounting Policies and Estimates





Use of Estimates


The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, revenue recognition, recoverability of accounts receivable, and investments. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.





Revenue Recognition


The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company recognizes revenues derived from sub-leasing telecommunications infrastructure and the provision of telecommunications and colocation services. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company's performance on a monthly basis. These arrangements stipulate monthly billing and the Company has elected the "as invoiced" practical expedient to recognize revenue as the services are consumed as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date.

Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Most revenue is billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customer usage.

The Company often bills customers for upfront charges. These charges relate to down payments or prepayments for future services or equipment and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These payments are recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billed and recognized as revenue on a monthly basis as service is provided.





Recent Authoritative Guidance



In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12 Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes, to remove certain exceptions and improve consistency of application including, among other things, requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments in this update are effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted the amendments in this update during the current year. The Company believes the adoption did not have a material impact on its consolidated financial position and results of operations.






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In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements, to make incremental improvements to generally accepted accounting principles (GAAP) and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update are effective for fiscal years beginning after December 15, 2020. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company adopted the amendments in this update during the current year. The Company believes the adoption of the amendments in this update did not have a material impact on its consolidated financial position and results of operations.

Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact effect on the Company's present or future financial statements.





RESULTS OF OPERATIONS



The fiscal year ended December 31, 2021, compared to the fiscal year ended
December 31, 2020



                                      2021           2020
                                     Amount         Amount
Sales                              $   147,950     $ 162,292
Cost of sales                      $    22,241     $  36,016
Gross margin                       $   125,709     $ 126,276
Total other income (expense) net   $    (7,298 )   $   9,187
Total operating expenses           $ 1,741,885     $ 210,692
Income taxes                       $    (1,650 )   $   1,648
Net loss                           $ 1,625,124     $  76,876




Revenues


Revenues were $147,950 for the fiscal year ended December 31, 2021, a decrease of $14,342 or 8.8%, compared to $162,292 for the fiscal year ended December 31, 2020. The decrease was mainly due to the abundant supply of telecommunications applications that provide free-of-charge video chats and voice calls between computers, tablets, and mobile devices over the internet which led to a drop in demand for VoiceStep payment-based voice services.

Gross Profit and Gross Profit Margin

Gross profit was $125,709 for the fiscal year ended December 31, 2021, compared to $126,276 for the same period of 2020. Our gross profit margin increased from 78% to 85% for the fiscal year ended December 31, 2021. The increase was mainly due to the loss of several higher cost, lower margin customers during the year.

General and Administrative (G&A) Expenses

G&A expenses were $1,741,885 for the fiscal year ended December 31, 2021 compared to $210,692 for the same period in 2020, representing an increase of $1,531,193. The increase was mainly due to expenses and compensation paid to outside consultants and contractors related to the Company's development and investment in its Vemanti Dollar ("USDV"), an ERC-20 1:1 USD-pegged stablecoin.






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Operating Loss


Total operating loss was $1,616,176 for the fiscal year ended December 31, 2021, compared to $84,415 for the same period of 2020, representing an increase of $1,531,761 or 1,815%. The increase was mainly due to increased expenses and compensation paid to outside consultants and contractors related to the development and investment in the USDV stablecoin.

As of December 31, 2021, and 2020, there were no significant deferred tax assets, except for a net operating loss carryforward for which a 100% valuation allowance has been provided.

The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2021, and December 31, 2020. The 2018 to 2021 tax years are still subject to federal audit. The 2017 to 2021 tax years are still subject to state audit.

The Company had $2,679,077 and $1,132,304 of net operating loss carryforwards available as of December 31, 2021, and 2020, respectively, for Federal and state tax purposes. The federal net operating loss carryforward does not expire while the state net operating losses expire in various years through 2041.





Net Loss


As a result of the above factors, we had a net loss of $1,625,124 for the fiscal year ended December 31, 2021compared to a net loss of $76,876 for the fiscal year ended December 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary uses of cash have been to finance working capital needs. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash balance and operating cash flows.

We may need to raise additional capital to fund our operating expenses, pay our obligations, and grow our company in the future. Our current resources may be insufficient to satisfy all of our cash requirements and we may seek to sell additional equity or debt securities or obtain a credit facility. Our future operations may be dependent on our ability to secure additional financing. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock.

Currently, the Company has sufficient cash to remain in business for the next 12 months.





The following table sets forth a summary of our cash flows for the periods
indicated.



                                                          For the Fiscal Year Ended
Item                                                            December 31,
                                                           2021               2020
Net cash used in operating activities                  $    477,557       $     75,312

Net cash provided by (used in) investing activities $ (10,000 ) $ 200,000 Net cash provided by financing activities

$    540,000       $          -
Net increase in cash                                   $     52,443       $    124,688
Cash at the beginning of period                        $    243,494       $    118,806
Cash at the end of period                              $    295,937       $    243,494




Operating Activities


Net cash used in operating activities was $477,557 for the fiscal year ended December 31, 2021, as compared to $75,312 used in operating activities for the fiscal year ended December 31, 2020, primarily due to the net losses incurred from the development of the USDV.






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Investing Activities


Net cash used in investing activities was $10,000 for the fiscal year ended December 31, 2021, compared to net cash provided by investing activities of $200,000 for the fiscal year ended December 31, 2020. The change was primarily due to investing in a cryptocurrency in 2021, while the loan to Fvndit was paid back in 2020.





Financing Activities



Net cash provided by financing activities was $540,000 for the fiscal year ended December 31, 2021, compared to $0 for the fiscal year ended December 31, 2020. The change was primarily due to issuances of common stock for cash and receipt of a shareholder loan in the amount of $125,000.

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