Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the Quarterly Period Ended September 30, 2021

 

or

 

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number:

 

VEMANTI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		46-5317552
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

7545 Irvine Center Dr., Ste 200, Irvine, CA 92618

(Address of principal executive offices) (Zip Code)

  

[phone]

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

 

As of November 5, 2021, the registrant had 70,304,086 shares of common stock issued and outstanding.

 

   

VEMANTI GROUP, INC.

 

QUARTERLY REPORT ON FORM 10-Q

 

September 30, 2021

 

TABLE OF CONTENTS

 

			PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		9
Item 4.	Controls and Procedures		9
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		10
Item 1A.	Risk Factors		10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		10
Item 3.	Defaults Upon Senior Securities		10
Item 4.	Mine Safety Disclosure		10
Item 5.	Other Information		10
Item 6.	Exhibits		11
SIGNATURES			12

  

2

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.

 

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our General Form of Registration of Securities on Form 10, as amended, which we initialed filed with the Securities and Exchange Commission (“SEC”) on April 9, 2021 (the “Form 10”). The risks and uncertainties described under “Risk Factors” are not exhaustive.

 

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

3

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10, as amended. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

VEMANTI GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 (UNAUDITED)

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets at September 30, 2021 (Unaudited) and December 31, 2020		F-1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (Unaudited)		F-2
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020 (Unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (Unaudited)		F-4
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-5

  

4

Table of Contents

 

VEMANTI GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		September 30, 2021				December 31, 2020
ASSETS
Current Assets:
Cash		$	427,805			$	243,494
Accounts receivable			1,109				1,224
Due from Fvndit, Inc.			25,142				24,498
Digital assets			6,107				-
Total current assets			460,163				269,216
Equipment, net			817				1,373
Other assets			296,405				298,056
TOTAL ASSETS		$	757,385			$	568,645
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	14,340			$	1,077
Deferred revenues			-				613
Accrued expenses			420,300				-
Total current liabilities			434,640				1,690
Long-term Liabilities:
Loan from stockholder			125,000				-
TOTAL LIABILITIES			559,640				1,690
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 40,000,000 shares issued and outstanding			4,000				4,000
Common stock, $0.0001 par value, 500,000,000 shares authorized; 69,914,086 and 68,984,086 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively			6,991				6,898
Additional paid-in capital			2,937,802				2,215,020
Accumulated deficit			(2,751,048	)			(1,658,963	)
Total stockholders’ equity			197,745				566,955
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	757,385			$	568,645

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

   

F-1

Table of Contents

 

VEMANTI GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Sales		$	37,112			$	39,507			$	111,039			$	126,816
Cost of sales			5,804				9,012				16,256				30,486
Gross margin			31,308				30,495				94,783				96,330
Operating expenses:
General and administrative expenses			607,207				27,551				1,177,954				157,043
Total operating expenses			607,207				27,551				1,177,954				157,043
Income (loss) from operations			(575,899	)			2,944				(1,083,171	)			(60,713	)
Other income (expense):
Interest income			-				2,130				-				12,626
Other income (expense)			-				5,086				(1,750	)			5,086
Unrealized loss			-				(13,025	)			(1,651	)			(5,176	)
Impairment of digital assets			(1,068	)			-				(3,893	)			-
Total other income (expense)			(1,068	)			(5,809	)			(7,294	)			12,536
Loss before provision for income taxes			(576,967	)			(2,865	)			(1,090,465	)			(48,177	)
Provision (credit) for income taxes			820				4,989				1,620				(17	)
Net loss		$	(577,787	)		$	(7,854	)		$	(1,092,085	)		$	(48,160	)
Loss per share:
Basic		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.00	)
Diluted		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic			69,844,086				68,984,086				69,513,976				68,984,086
Diluted			69,844,086				68,984,086				69,513,976				68,984,086

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

   

F-2

Table of Contents

  

VEMANTI GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

 

		Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Three months ending March 31, 2021, June 30, 2021, and September 30, 2021
Balance, December 31, 2020			40,000,000			$	4,000				68,984,086			$	6,898			$	2,215,020			$	(1,658,963	)		$	566,955
Stock issued for cash			-				-				380,000				38				264,962				-				265,000
Net loss			-				-				-				-				-				(69,967	)			(69,967	)
Balance, March 31, 2021			40,000,000			$	4,000				69,364,086			$	6,936			$	2,479,982			$	(1,728,930	)		$	761,988
Stock issued for cash			-				-				175,000				18				149,982				-				150,000
Stock issued for professional services			-				-				150,000				15				151,485				-				151,500
Net loss			-				-				-				-				-				(444,331	)			(444,331	)
Balance, June 30, 2021			40,000,000			$	4,000				69,689,086			$	6,969			$	2,781,449			$	(2,173,261	)		$	619,157
Stock issued for professional services			-				-				225,000				22				156,353				-				156,375
Net loss			-				-				-				-				-				(577,787	)			(577,787	)
Balance, September 30, 2021			40,000,000			$	4,000				69,914,086			$	6,991			$	2,937,802			$	(2,751,048	)		$	197,745

 

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Three months ending March 31, 2020, June 30, 2020, and September 30, 2020
Balance, December 31, 2019			40,000,000			$	4,000				68,984,086			$	6,898			$	2,215,020			$	(1,582,087	)		$	643,831
Net loss			-				-				-				-				-				(34,071	)			(34,071	)
Balance, March 31, 2020			40,000,000			$	4,000				68,984,086			$	6,898			$	2,215,020			$	(1,616,158	)		$	609,760
Net income (loss)			-				-				-				-				-				3,145				3,145
Balance, June 30, 2020			40,000,000			$	4,000				68,984,086			$	6,898			$	2,215,020			$	(1,613,013	)		$	612,905
Net income (loss)			-				-				-				-				-				(7,854	)			(7,854	)
Balance, September 30, 2020			40,000,000			$	4,000				68,984,086			$	6,898			$	2,215,020			$	(1,620,867	)		$	605,051

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

  

F-3

Table of Contents

 

VEMANTI GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months Ended September 30,
		2021				2020
Cash flows from operating activities:
Net loss		$	(1,092,085	)		$	(48,160	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			556				555
Common stock issued for consulting services			307,875				-
Unrealized (gain)/loss from investment in Fvndit			1,651				5,176
Impairment of digital asset			3,893				-
Changes in assets and liabilities:
Accounts receivable			115				(1,786	)
Due from Fvndit			(644	)			(5,364	)
Accounts payable			13,263				(500	)
Accrued expenses			420,300				1,484
Deferred revenues			(613	)			-
Net cash used in operating activities			(345,689	)			(48,595	)
Cash flows from investing activities:
Proceeds from note receivable			-				200,000
Purchase of digital assets			(10,000	)			-
Net cash provided by (used in) investing activities			(10,000	)			200,000
Cash flows from financing activities:
Loan from stockholder			125,000				-
Issuance of common stock for cash			415,000				-
Net cash provided by financing activities			540,000				-
Net increase in cash			184,311				151,405
Cash, beginning of the period			243,494				118,806
Cash, end of the period		$	427,805			$	270,211
Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$	-			$	-
Income tax		$	1,620			$	800

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

  

F-4

Table of Contents

 

VEMANTI GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 1 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our General Form of Registration of Securities on Form 10, as amended, which we initially filed with the Securities and Exchange Commission (“SEC”) on April 9, 2021 and notes thereto. In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions included in the Company’s consolidated financial statements relate to revenue recognition, allowances for doubtful accounts, valuations for deferred income taxes and recoverability of investments.

 

Reclassification

 

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year’s presentation.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, VoiceStep and Vemanti Digital. All significant intercompany transactions and balances have been eliminated.

 

Use of Estimates

 

The preparation of condensed 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, investments and deferred income taxes. 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.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents.

 

Accounts Receivable

 

The Company regularly reviews its accounts receivable for collectability and establishes an allowance for doubtful accounts as necessary using the allowance method. The receivables are not collateralized.

 

The Company estimates the ability to collect receivables by performing ongoing credit evaluations of its customers’ financial condition. Estimates are based on assumptions and other considerations, including payment history, credit ratings, customer financial performance, industry financial performance and aging analysis. The Company reviews its accounts receivable by aging category and to identify customers with known disputes or collection issues. In determining the allowance, the Company makes judgments about the creditworthiness of a majority of its customers based on ongoing credit evaluations. The Company also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. Accounts receivable are written-off when they are deemed uncollectible.

    

F-5

Table of Contents

     

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, 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.

 

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and consultants. Nonemployee share-based payment equity awards are measured at the grant-date fair value of the equity instruments and recognized as an expense over the requisite service period.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

  

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Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

 

Basic and Diluted Earnings (Loss) Per Share

 

Earnings (loss) per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings (loss) per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are no potentially dilutive securities outstanding during all periods presented.

 

Fair Value Measurements

 

The Company applies the provisions of ASC 820-10, ”Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

  

	·	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	·	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

For certain financial instruments, the carrying amounts reported in the balance sheets for cash investments, and current liabilities, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

 

At September 30, 2021 and December 31, 2020, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value.

 

Recent Authoritative Guidance

 

In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions to the general income tax accounting principles and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance is effective for the Company as of January 1, 2021. The adoption of the amendments in this update did not have a material impact on the Company 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.

  

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NOTE 2 – Digital Assets

 

The following represents the change in digital assets:

 

		September 30, 2021				December 31, 2020
		Cryptocurrencies
Beginning balance		$	-			$	-
Purchase of crypto currencies			10,000				-
Impairment			(3,893	)			-
Ending balance		$	6,107			$	-

 

The Company does not record fair value gains (losses) associated with its digital assets. Cryptocurrencies are classified as intangible assets, and the Company continuously tests these assets for impairment.

 

NOTE 3 – Stockholders’ Equity

 

Members’ Interest

 

VoiceStep is governed by the terms and conditions of the Limited Liability Company Agreement (the Agreement) dated May 3, 2005, as amended on January 27, 2014. VoiceStep shall continue until terminated in accordance with the terms of the Agreement or as provided by law, including events of dissolution. VoiceStep shall be dissolved only upon any of the following events: (i) the vote of Member(s) holding a majority to the dissolution and winding up of VoiceStep, (ii) the entry of a decree of judicial dissolution of VoiceStep and (iii) at any time there are no Member(s), subject to remedy within 90 days of occurrence of termination event by the last remaining Member in writing.

 

VoiceStep originally consisted of two Members each owning 50% of VoiceStep. On January 27, 2014, one of the members was bought out with the remaining member owning 100% of the membership interest in VoiceStep. On April 3, 2014, the remaining member exchanged his 100% interest in VoiceStep for 40,000,000 shares of Vemanti common stock.

 

Preferred stock

 

The Company has authorized the issuance of 50,000,000 shares of preferred stock, $0.0001 par value. At both September 30, 2021 and December 31, 2020, the Company had 40,000,000 shares of preferred stock issued and outstanding.

 

The Articles of Incorporation were amended on May 1, 2014, designating 40,000,000 shares of authorized and issued preferred stock of the Company as “Series A Preferred Stock” with voting rights, preferences and powers such that each share of Series A Preferred Stock shall vote as a class on all issues to which shareholders of common stock have a right to vote but shall have ten (10) votes per share of Series A Preferred stock while the shares of Common Stock shall have one vote per share. There are 40,000,000 of Series A Preferred Stock outstanding.

 

Common stock

 

The Company has authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value. At September 30, 2021 and December 31, 2020, the Company had 69,914,086 shares and 68,984,086 shares of common stock issued and outstanding, respectively.

 

During the nine months ended September 30, 2021, the Company issued 555,000 shares of its common stock for cash of $415,000, and 375,000 shares of its common stock valued at $307,875 to consultants in exchange for professional services.

 

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Stock Incentive Plan

 

On March 25, 2015, the Company adopted a stock incentive plan. This plan allows the Board of Directors to issue up to 5,000,000 shares of common stock to employees, directors, or consultants of the Company or its affiliates under terms determined by the Board of Directors. This plan automatically terminates ten years from its date of adoption. As of the date of this report no stock has been issued under this plan.

 

NOTE 4 – Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.)

 

On November 13, 2018, the Company purchased a 20% investment in Directus Holdings, Inc., which owns eLoan, JSC (“eLoan”), a fintech company based in Vietnam, for $300,000. Half of the investment was made through a cash payment of $150,000, and the remaining half of the investment was made through the issuance of 1,252,086 shares of Vemanti Group’s common stock to the Founders of eLoan. On December 19, 2018, Directus Holdings, Inc. filed a Certificate of Amendment to Articles of Incorporation to the State of Nevada for its corporation name to be changed to Fvndit, Inc.

 

On October 5, 2020, Fvndit issued 500,000 shares of common stock to Tan Tran, CEO and majority shareholder of Vemanti. The issuance raised the total number of Fvndit outstanding shares to 40,500,000. Mr. Tran and Vemanti together owned 8,500,000 shares or 20.99% of total Fvndit outstanding shares at that time.

 

On March 16, 2021, Tan Tran resigned as an Officer and Director of Fvndit. On that same date, Fvndit issued 2,500,000 shares of common stock to Thomas Duc Tran (unaffiliated with Tan Tran), and appointed him as the Chairman, CEO, President, Secretary, and Treasurer of Fvndit. The issuance raised the total number of Fvndit outstanding shares to 43,000,000. As a result, Mr. Tran and Vemanti together own 19.77% of total Fvndit outstanding shares.

 

This investment is accounted for under the cost method of accounting since March 16, 2021. As of September 30, 2021, this investment had a balance of $296,405 and is reflected in other assets on the accompanying condensed consolidated balance sheets.

 

NOTE 5 – Loan to Fvndit, Inc. (formerly Directus Holdings, Inc.)

 

On August 9, 2019, Vemanti entered into an agreement to lend $200,000 to Fvndit for the purpose of developing a peer-to-peer business lending platform operating in Vietnam. The annual interest rate on the loan was 10.5% payable monthly to Vemanti. On August 12, 2019, Fvndit drew down the full $200,000. The entire loan was subsequently repaid in 2020.

 

NOTE 6 – Related Party Transactions

 

Since 2019, the Company has paid for some administrative expenses on behalf of Fvndit. The balance of those payments were $24,498 on December 31, 2020 and $25,142 on September 30, 2021, and are recorded as Due from Fvndit, Inc. on the accompanying condensed consolidated balance sheets. From October 2018 through March 2021, Tan Tran served as an Officer and Director of Fvndit.

 

On October 5, 2020, Fvndit issued 500,000 shares of common stock to Tan Tran. The issuance raised the total number of Fvndit outstanding shares to 40,500,000.

 

The Company pays the CEO for professional services and health insurance premium for his family. The total of those professional service payments were $40,000 in 2020, and no payment was made during the nine months ended September 30, 2021. The total of health insurance premium payments were $17,344 in 2020 and $11,170 for the nine months ended September 30, 2021. Such costs are reflected as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations.

 

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The Company pays a member of the CEO’s family for technical services. The total of those payments were $40,000 in 2020, and $39,000 during the nine months ended September 30, 2021. Such costs are reflected as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations.

 

On August 6, 2021, the Company borrowed $125,000 from the CEO. The loan will mature and become payable 12 months from the date of signing. Interest at the rate of 1% will be accrued on the outstanding balance.

 

NOTE 7 – Commitments and Contingencies

 

Legal Proceedings

 

On June 29, 2021, the Company filed a complaint against Messrs. Chenyuan Anthony Chen and Ang Hu (the “Defendants”) in the Superior Court of the State of California, County of Orange (the “Complaint”). Pursuant to a Consulting Agreement dated April 1, 2019 by and among the Company and the Defendants (the “Consulting Agreement”), the Company issued to the Defendants 3,250,000 shares of the Company’s common stock (the “Consulting Shares”) as compensation for certain consulting services to be performed by the Defendants. Pursuant to the Complaint, the Company alleges that the Defendants breached the Consulting Agreement by failing to perform such consulting services and thereby seeks injunctive relief to restrain Defendants from sales of the Consulting Shares, the cancellation of the Consulting Shares, and compensatory damages and legal fees. As of the date of this Quarterly Report, the Complaint is pending.

 

NOTE 8 – Subsequent Events

 

The Company has evaluated subsequent events through November 5, 2021, the date on which the accompanying condensed consolidated financial statements were available to be issued, and concluded that, no material subsequent events have occurred since September 30, 2021 that require recognition or disclosure in the consolidated financial statements except as follows:

 

On October 1, 2021, the Company issued 100,000 shares of its common stock and $20,000 cash to one consultant in exchange for their professional services. The shares were valued at $125,000.

 

On October 27, 2021, the Company issued 175,000 shares of its common stock to three consultants in exchange for their professional services. The shares were valued at $152,250.

 

On November 1, 2021, the Company issued 15,000 shares of its common stock valued at $16,050 to one consultant and 100,000 shares of its common stock valued at $107,000 to another consultant in exchange for their professional services.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

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 General Form of Registration of Securities on Form 10, as amended, which we initialed filed with the Securities and Exchange Commission (“SEC”) on April 9, 2021, 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.

 

Recent Developments

 

On June 9, 2021, our wholly owned subsidiary Vemanti Digital, Ltd. (“Vemanti Digital”) was incorporated under the laws of the British Virgin Islands as a BVI Business Company. Through Vemanti Digital, we plan to work on an ERC-20 USD-backed stablecoin (“USDV”) that will be issued for and backed by the US Dollar on a 1:1 basis and will allow for blockchain ledger security without the price volatility of traditional cryptocurrencies, as well as operating with full regulatory compliance.

 

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 19.77% ownership interest in Fvndit which, through its subsidiaries, operates an online short-term P2P financing platform for SMEs in Vietnam.

 

We began generating revenue from the sales of our VoiceStep products since its inception in 2014, but have incurred significant net losses since 2015. For the nine months ended September 30, 2021 and 2020, we recognized approximately $111,039 and $126,816, respectively, in sales, and $0 and $12,626, respectively, from interest income. For the nine months ended September 30, 2021 and 2020, we also recorded an unrealized loss of $1,651, and $5,176, respectively, on our investment in Fvndit. For the nine-month period ended September 30, 2021, we recognized an impairment $3,893 to our cryptocurrency investment. We incurred a net loss of $1,092,085 and $48,160, respectively, for the nine months ended September 30, 2021 and 2020.

 

As reflected in the unaudited condensed consolidated interim financial statements, we used cash in operations of $345,689 and had a net loss from operations of $1,083,171 and an accumulated deficit of $2,751,048 for the nine months ended September 30, 2021. 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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Results of Operations

 

The nine months ended September 30, 2021 compared to the nine months ended September 30, 2020

 

		2021				2020
		Amount				Amount
Sales		$	111,039			$	126,816
Cost of sales		$	16,256			$	30,486
Gross margin		$	94,783			$	96,330
Total other income (expense) net		$	(7,294	)		$	12,536
Total operating expenses		$	1,177,954			$	157,043
Income taxes		$	1,620			$	(17	)
Net loss		$	1,092,085			$	48,160

 

Revenues

 

Revenues were $111,039 for the nine months ended September 30, 2021, a decrease of $15,777 or 12%, compared to $126,816 in the same period of last year. 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 $94,783 for the nine months ended September 30, 2021, compared to $96,330 in the same period of 2020. Our gross profit margin increased 9% for the nine months ended September 30, 2021. 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.

 

General and Administrative Expenses

 

General and administrative (G&A) expenses were $1,177,954 for the nine months ended September 30, 2021 compared to $157,043 in the same period in 2020, representing an increase of 650%, or $1,020,911. The increase was mainly due to increased 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.

 

Operating Loss

 

Total operating loss was $1,083,171 for the nine months ended September 30, 2021 compared to $60,713 in the same period of 2020, representing an increase of $1,022,458 or 1,684%. The increase was mainly due to increased expenses and compensation paid to outside consultants and contractors related to the development and investment in the Vemanti Dollar stablecoin.

 

As of September 30, 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.

 

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The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of September 30, 2021 and December 31, 2020. The 2017 to 2019 tax years are still subject to federal audit. The 2016 to 2019 tax years are still subject to state audit.

 

The Company had $1,132,304 and $1,061,581 of net operating loss carryforwards available as of December 31, 2020 and 2019, respectively, for Federal and state tax purposes. Net operating loss carryforwards start to expire in 2039 or 20 years for federal income and state tax purposes.

 

Net Loss

 

As a result of the above factors, we had a net loss of $1,092,085 for the nine months ended September 30, 2021 compared to a net loss of $48,160 in 2020.

 

The three months ended September 30, 2021 compared to the three months ended September 30, 2020

 

		2021				2020
		Amount				Amount
Sales		$	37,112			$	39,507
Cost of sales		$	5,804			$	9,012
Gross margin		$	31,308			$	30,495
Total other income (expense) net		$	(1,068	)		$	(5,809	)
Total operating expenses		$	607,207			$	27,551
Income taxes		$	820			$	4,989
Net loss		$	577,787			$	7,854

 

Revenues

 

Revenues were $37,112 for the three months ended September 30, 2021, a decrease of $2,395 or 6%, compared to $39,507 in the same period of last year. 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 $31,308 for the three months ended September 30, 2021, compared to $30,495 in the same period of 2020. Our gross profit margin increased 7% for the three months ended September 30, 2021. The increase was mainly due to the reduction of cost of sales.

 

General and Administrative Expenses

 

General and administrative (G&A) expenses were $607,207 for the three months ended September 30, 2021 compared to $27,551 in the same period in 2020, representing an increase of 2,104%, or $579,656. The increase was mainly due to increased expenses and compensation paid to outside consultants and contractors related to the development and investment in the Vemanti Dollar stablecoin.

 

Operating Loss

 

Total operating loss was $575,899 for the three months ended September 30, 2021 compared to total operating profit of $2,944 in the same period of 2020, representing an increase in operating loss of $572,955 or 19,462%. The increase in operating loss was mainly due to increased expenses and compensation paid to outside consultants and contractors related to the development and investment in the Vemanti Dollar stablecoin.

 

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Net Loss

 

As a result of the above factors, we had a net loss of $577,787 for the three months ended September 30, 2021 compared to net loss of $7,854 in 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 Nine Months Ended September 30,
Item		2021				2020
Net cash used in operating activities		$	345,689				48,595
Net cash provided by (used in) investing activities			(10,000	)			200,000
Net cash provided by financing activities			540,000				-
Net (decrease) increase in cash			184,311				151,405
Cash at the beginning of period			243,494				118,806
Cash at the end of period		$	427,805			$	270,211

 

Operating Activities

 

Net cash used in operating activities was $345,689 for the nine months ended September 30, 2021, as compared to $ 48,595 used in operating activities for the nine months ended September 30, 2020, primarily due to the net losses incurred.

 

Investing Activities

 

Net cash used in investing activities was $10,000 for the nine months ended September 30, 2021, compared to net cash provided by investing activities of $200,000 for the nine months ended September 30, 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 nine months ended September 30, 2021, compared to $0 for the nine months ended September 30, 2020. The change was primarily due to issuances of common stock for cash.

 

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Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable because we are a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were not, in design and operation, effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described below. Because of our limited operations, we have a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

 

Changes in Internal Controls Over Financial Reporting

 

Effective as of September 7, 2021, the Company’s Board of Directors approved the appointment of Stephen R. Jones as the Company’s Chief Financial Officer, replacing Tan Tran. Mr. Tran resigned as the Chief Financial Officer effective as of September 7, 2021 and will remain as the President, Chief Executive Officer, and director of the Company. The hiring of Mr. Jones allowed us to segregate duties of the Chief Financial Officer from the Chief Executive Officer.

 

There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on the Effectiveness of Controls

 

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

On June 25, 2021, the Company filed a complaint against Messrs. Chenyuan Anthony Chen and Ang Hu (the “Defendants”) in the Superior Court of the State of California, County of Orange (the “Complaint”). Pursuant to a Consulting Agreement dated April 1, 2019 by and among the Company and the Defendants (the “Consulting Agreement”), the Company issued to the Defendants 3,250,000 shares of the Company’s common stock (the “Consulting Shares”) as compensation for certain consulting services to be performed by the Defendants. Pursuant to the Complaint, the Company alleges that the Defendants breached the Consulting Agreement by failing to perform such consulting services and thereby seeks injunctive relief to restrain Defendants from sales of the Consulting Shares, the cancellation of the Consulting Shares, and compensatory damages and legal fees. As of the date of this Quarterly Report, the Complaint is pending.

 

ITEM 1A. RISK FACTORS.

 

Not required for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

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ITEM 6. EXHIBITS.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	VEMANTI GROUP INC.
Date: November 5, 2021	By:	/s/ Tan Tran
	Name:	Tan Tran
	Title:	President, Chief Executive Officer

  

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