Forward-Looking Statements

The following management's discussion and analysis should be read in conjunction with our historical financial statements and the related notes thereto. The management's discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under "Risk Factors" in our Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission ("SEC") on March 24, 2022, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.





Basis of Presentation



The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed consolidated financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such consolidated financial statements and the related notes thereto.





Overview


Vemanti, incorporated on April 3, 2014 under the laws of the State of Nevada, is a financial technology (fintech) company that seeks to generate revenues in the emerging markets of Vietnam and Southeast Asia. In particular, we intend to focus our future product and business development on digital banking platforms, fintech, and on applications using disruptive technologies aimed at making credit simpler and easier to access for small to medium enterprises ("SMEs") in our target markets.






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Until June 16, 2022, we also held an 18.6% ownership interest in Fvndit which, through its subsidiaries, operates an online short-term P2P financing platform for SMEs in Vietnam. On June 16, 2022, the Company executed and consummated the transactions contemplated by a stock purchase agreement (the "Stock Purchase Agreement") entered into by and between the Company and Fvndit. Pursuant to the terms of the Stock Purchase Agreement, Fvndit purchased from the Company all of the shares of Fvndit's common stock then owned by the Company and certain accounts receivable of approximately $25,000 that were due from Fvndit to the Company in consideration for certain assets of Fvndit related to providing a peer-to-peer investment marketplace in Vietnam that matches companies needing working capital funds with investors wishing to provide those funds. As a result of the sale, the Company no longer owns any shares of Fvndit, and no longer holds the securities of any other entity other than those of our wholly owned subsidiary, VoiceStep.

For the six months ended June 30, 2022, and 2021, we recognized approximately $73,781 and $73,927, respectively, in sales, and no interest income in either period. For the six months ended June 30, 2022, and 2021, we also recorded an unrealized loss of $0, and $1,651, respectively, on our former investment in Fvndit. For the six-month period ended June 30, 2022, and 2021, we incurred a net loss of $560,730 and $514,298, respectively.

As reflected in the unaudited condensed consolidated interim financial statements, we used cash in operations of $203,483 and had a net loss from operations of $561,166 and an accumulated deficit of $3,844,817 as of and for the six months ended June 30, 2022.

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.





Recent Developments


Sale of Fvndit, Inc. Investment

On June 16, 2022, the Company executed and consummated the transactions contemplated by a stock purchase agreement (the "Stock Purchase Agreement") entered into by and between the Company and Fvndit, Inc., a Nevada corporation ("Fvndit"). Pursuant to the terms of the Stock Purchase Agreement, Fvndit purchased from the Company all of the shares of Fvndit's common stock, par value $0.0001 currently owned by the Company (the "Shares") and certain accounts receivable of approximately $25,000 (the "Accounts Receivable") that were due from Fvndit to the Company. As a result of the sale, the Company no longer owns any shares of Fvndit.

As consideration for the sale of the Shares and the Accounts Receivable to Fvndit, the Company acquired all rights to the documentation, copyrights, and proprietary information associated with Fvndit's online investment marketplace business in Vietnam, the right to the name Fvndit, ownership of the "fvndit.com" domain name, and certain information related to Fvndit's customers (collectively, the "Consideration"). Other than standard post-closing liabilities related to the Consideration, the Company assumed no liabilities of Fvndit, its business or any pre-closing liabilities related to the Consideration.






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Results of Operations



The six months ended June 30, 2022, compared to the six months ended June 30,
2021



                                      2022           2021
                                     Amount         Amount
Sales                              $   73,781     $   73,927
Cost of sales                      $   12,173     $   10,452
Gross margin                       $   61,608     $   63,475
Total other income (expense) net   $      436     $   (6,226 )
Total operating expenses           $  622,774     $  570,747
Income taxes                       $        -     $        -
Net loss                           $ (560,730 )   $ (514,298 )




Revenues


Revenues were $73,781 for the six months ended June 30, 2022, which were relatively flat compared to $73,927 in the same period of last year.

Gross Profit and Gross Profit Margin

Gross profit was $61,608 for the six months ended June 30, 2022, compared to $63,475 in the same period of 2021. Our gross profit margin as a percentage of sales for the six months ended June 30, 2022, was 84%, compared to 86% for the same period in 2021. The decrease was mainly due to an increase in the cost of sales for the services provided by our telecom providers.

General and Administrative Expenses

General and administrative (G&A) expenses were $622,774 for the six months ended June 30, 2022, compared to $570,747 for the same period in 2021, representing an increase of 9%, or $52,027. The increase was mainly due to the increased cost of compensating consultants to assist with developing and launching the Company's fintech initiatives.





Operating Loss


Total operating loss was $561,166 for the six months ended June 30, 2022, compared to $507,272 in the same period of 2021, representing an increase of $53,894 or 11%. The increase was mainly due to increased cost of compensating consultants to assist with developing and launching the Company's fintech initiatives.

As of June 30, 2022, and 2021, 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 June 30, 2022, and December 31, 2021. 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 $560,730 for the six months ended June 30, 2022, compared to a net loss of $514,298 for the same period in 2021.






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The three months ended June 30, 2022 compared to the three months ended June 30,
2021



                                      2022           2021
                                     Amount         Amount
Sales                              $   36,181     $   37,684
Cost of sales                      $    6,652     $    5,049
Gross margin                       $   29,529     $   32,635
Total other income (expense) net   $        -     $   (4,575 )
Total operating expenses           $  293,824     $  471,591
Income taxes                       $        -     $        -
Net loss                           $ (264,295 )   $ (444,331 )




Revenues


Revenues were $36,181 for the three months ended June 30, 2022, a decrease of $1,503 or 4%, compared to $37,684 in the same period of last year. The decrease was mainly due to the loss of several customers.

Gross Profit and Gross Profit Margin

Gross profit was $29,529 for the three months ended June 30, 2022, compared to $32,635 in the same period of 2021. Our gross profit margin decreased approximately 10% for the three months ended June 30, 2022. The decrease was mainly due to the loss of several customers as well as an increase in the cost of sales due to cost increases from our telecom providers.

General and Administrative Expenses

General and administrative (G&A) expenses were $293,824 for the three months ended June 30, 2022, compared to $471,591 in the same period in 2021, representing a decrease of 38%, or $177,767. The decrease was mainly due to lower consulting expenses paid for the fintech initiatives for the three months ended June 30, 2022, compared to the same period in 2021.





Operating Loss


Total operating loss was $264,295 for the three months ended June 30, 2022, compared to $438,956 in the same period of 2021, representing a decrease of $174,661 or 40%. The decrease was mainly due to lower consulting expenses paid for the fintech initiatives for the three months ended June 30, 2022, compared to the same period in 2021.





Net Income


As a result of the above factors, we had a net loss of $264,295 for the three months ended June 30, 2022, compared to net loss of $444,331 in 2021.

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.






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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 Six Months
Item                                                      Ended June 30,
                                                        2022          2021
Net cash used in operating activities                 $ 203,483     $ 196,500

Net cash (provided by) used in investing activities (5,886 ) 10,000 Net cash provided by financing activities

               337,500       415,000
Net increase in cash                                    139,903       208,500
Cash at the beginning of period                         295,937       243,494
Cash at the end of period                             $ 435,840     $ 451,994




Operating Activities


Net cash used in operating activities was $203,483 for the six months ended June 30, 2022, as compared to $196,500 used in operating activities for the six months ended June 30, 2021, primarily due to the net losses incurred.





Investing Activities


There was net cash provided by investing activities of $5,886 due to the sale of a cryptocurrency asset for the six months ended June 30, 2022, compared to net cash used in investing activities of $10,000 for the purchase of a cryptocurrency for the six months ended June 30, 2021. As of May 26, 2022, we liquidated our investment in Bitcoin and we do not currently hold, nor do we intend to acquire or hold, digital assets in the future.





Financing Activities


Net cash provided by financing activities was $337,500 for the six months ended June 30, 2022, compared to $415,000 for the six months ended June 30, 2021. The change was primarily due to the issuance of fewer shares for cash for the six months ended June 30, 2022, compared to the same period in 2021.

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