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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