Vemanti Group, Inc 10-Q/A for FY2024 Q2
Vemanti Group, Inc. (VMNT)
About this 10-Q/A
Vemanti Group, Inc filed this 10-Q/A on November 13, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $579.46K
- Net loss
- $172.11K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the Quarterly Period Ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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.
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).
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
As of August 21, 2024, the registrant had
VEMANTI GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
June 30, 2024
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
EXPLANATORY NOTE
Vemanti Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2024.
This Amendment is being filed for the purpose of correcting and amending the accounting treatment of the Preferred Series B shares.
Management reassessed the accounting treatment of the Preferred Series B shares. Management determined that the Company should account for the Preferred Series B shares as permanent equity and not mezzanine equity as the conversion is for a set number of shares determined upon the issuance of the shares.
This Amendment is being filed for the purpose of reporting and disclosing the full Form 10-Q requirements, which includes a full set of restated financial statements and all footnote disclosures.
This Amendment is presented as of the filing date of the Original Form 10-Q, does not reflect events occurring after that date, and does not modify or update disclosures in any way other than as required to reflect the fiscal quarter ended June 30, 2024 restatements described below. Accordingly, this Amendment should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Original Form 10-Q.
This Amendment sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context.
The following items have been amended as a result of the restatement:
Part I, Item 1, “Unaudited Consolidated Condensed Financial Statement”.
In accordance with applicable SEC rules, this Amendment includes an updated signature page and certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2 as required by Rule 12b-15.
Refer to Note 1, Summary of Significant Accounting Policies, Restatement of Previously Issued Consolidated Financial Statements of the Notes to Consolidated Financial Statements of this Amendment for additional information and for the summary of the accounting impacts of the restatement of the Company’s consolidated financial statements.
| - 3 - |
| Table of Contents |
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 Annual Report on Form 10-K which we filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024 (the “Form 10-K”). 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.
| - 4 - |
| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited condensed consolidated 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 consolidated financial statements and notes thereto contained in our Form 10-K. 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 SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 (UNAUDITED)
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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| June 30, 2024 (Restated) |
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| December 31, 2023 |
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ASSETS |
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Current Assets: |
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Cash |
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Prepaid Expenses |
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Accounts Receivable, net - related party |
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Other Current Assets |
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Total Current Assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts Payable |
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Accounts Payable - related party |
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Accrued Interest Payable |
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Accrued Expenses – related party |
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Note Payable |
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Note Payable, net - related party |
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Loan from Stockholder - related party |
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Other Current Payables |
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Total Current Liabilities |
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Non-Current Liabilities: |
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Note Payable, net - related party |
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Total Non-Current Liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS' EQUITY |
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Preferred A Stock, $ |
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Preferred B Stock, $ |
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Common Stock, $ |
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Stock Payable |
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Additional Paid-in-Capital |
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Accumulated Deficit |
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Total Stockholders' Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| For the Three Months Ended June 30, |
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| For the Six Months Ended June 30, |
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| 2024 |
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| 2024 |
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Sales, net - related party |
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Operating Expenses: |
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General and Administrative |
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Total Operating Expenses |
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Profit from Operations |
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Other Income (Expense): |
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Other Income (Expense) |
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Interest Income (Expense) |
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Total Other Expense |
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Loss before Provision for Income Taxes |
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Provision for Income Taxes |
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Net Loss |
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Loss per Share: |
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Basic and Diluted |
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Weighted Average Shares Outstanding: |
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Basic and Diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Mezzanine Equity Preferred Stock |
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| Preferred Stock |
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| Common Stock |
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| Additional Paid-in |
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| Stock |
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| Accumulated |
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| Total Stockholders' |
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| B Shares |
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| Amount |
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| A Shares |
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| Amount |
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| Shares |
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| Capital |
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| Payable |
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| Deficit |
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| Equity |
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For the Six Months Ended June 30, 2024 |
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Balance, December 31, 2023 |
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Effect of purchase of VinHMS software |
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Effects of reverse merger |
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Stock issued for conversion of note payable |
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Stock issued for professional services |
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Net Loss |
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| - |
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Balance, June 30, 2024 (Restated) |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the 6 Months Ended |
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| June 30, 2024 |
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Cash Flows from Operating Activities: |
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Net Loss |
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Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |
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Amortization of discount debt |
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Stock-Based Compensation |
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Changes in Assets and Liabilities: |
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Accounts Receivable - related party |
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Pre-Paid Expenses |
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Other Assets |
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Accounts Payable |
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Accounts Payable - related party |
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Accrued Expenses |
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Accrued Interest Payable |
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Net Cash provided by Operating Activities |
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Cash Flows from Investing Activities: |
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Effect of reverse merger |
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Net Cash provided by Investing Activities |
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Cash Flows from Financing Activities: |
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Principal Payment on Debt - related party |
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Principal Payment on Debt |
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Net Cash used in Financing Activities |
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Net Increase (Decrease) in Cash |
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Cash, Beginning of the Period |
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Cash, End of the Period |
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Non-Cash Transactions |
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Related party acquisition of software asset |
| $ |
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Conversion of debt to equity |
| $ |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Description of Business
The Vemanti Group Inc. is focused on revolutionizing the hospitality industry through digital innovation, seamlessly integrating new revenue streams without disrupting existing operations. We are a holding company that operates principally through our wholly owned subsidiary, VinHMS Pte. Ltd. (“VinHMS”). VinHMS was incorporated in Singapore on November 1, 2023. VinHMS is a technology solutions provider specializing in digital transformation for the hospitality industry across Southeast Asia. VinHMS’s native cloud-based platforms focus on reducing overall costs, streamlining processes, enhancing operational efficiency, accelerating new innovations, improving guest experiences, and increasing financial performance for hotel operators utilizing artificial intelligence (AI), machine learning (ML), and proprietary advanced algorithms. In addition to its flagship hospitality management solution, CiHMS, VinHMS offers a suite of products, including asset management (“CiAMS”), theme park management (“CiTMS”), and a digital transformation solution for small hotels (“CiTravel”).
Business Combination and Organization
On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $
The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances:
| o | VinHMS stockholders have 100% of the voting interests of the Preferred A shares; |
| o | VinHMS’ CEO has been named as the CEO of the Company; |
| o | the directors nominated by VinHMS represent the majority of the board of directors of the Company; |
| o | VinHMS is the larger entity, in terms of substantive operations and employee base; |
| o | VinHMS’ operations comprise the ongoing operations of the Company. |
Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti. The net assets of Vemanti are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of VinHMS. Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation.
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 Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024, and notes thereto. In preparing these unaudited 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 unaudited condensed 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 unaudited condensed consolidated financial statements relate to allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other assets and intangible assets.
| F-6 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“US GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated significant operating revenues to cover costs and has funded its operations through the issuance of capital stock and financing.
There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon the continued support of its controlling shareholders, its ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generating profitable operations.
Restatement of Previously Issued Consolidated Financial Statements
The Company has restated its Consolidated Balance Sheets as of June 30, 2024, Statement of Stockholder’s Equity (Deficit), and its Notes to the Consolidated Financial Statements of the six months ended June 30, 2024, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2024 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect a change in treatment of the Preferred Series B shares.
Management reassessed the accounting treatment of the Preferred Series B shares. Management determined that the Company should account for the Preferred Series B shares as permanent equity and not mezzanine equity as the conversion is for a set number of shares determined upon the issuance of the shares. In light of the above, the Company is restating its financial statements as of and for the six months ended June 30, 2024 and December 31, 2023.
Restatement as of June 30, 2024, Reconciliation:
Balance Sheet |
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| Re-Statement |
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| As Filed |
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| Adjustments |
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| As Re-Stated |
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ASSETS |
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Current Assets: |
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Cash |
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| $ |
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Prepaid Expenses |
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Accounts Receivable, net - related party |
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Other Current Assets |
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|
|
|
| |||
Total Current Assets |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
| $ |
|
| $ |
|
| $ |
| |||
Accounts Payable - related party |
|
|
|
|
|
|
|
|
| |||
Accrued Interest Payable |
|
|
|
|
|
|
|
|
| |||
Accrued Expenses |
|
|
|
|
|
|
|
|
| |||
Note Payable |
|
|
|
|
|
|
|
|
| |||
Note Payable, net - related party |
|
|
|
|
|
|
|
|
| |||
Loan from Stockholder - related party |
|
|
|
|
|
|
|
|
| |||
Total Current Liabilities |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Note Payable, net - related party |
|
|
|
|
|
|
|
|
| |||
Total Non-Current Liabilities |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred B Stock, $0.0001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding. |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred A Stock, $0.0001 par value, 50,000,000 shares authorized; 40,000,000 shares issued and outstanding. |
|
|
|
|
|
|
|
|
| |||
Preferred B Stock, $0.0001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding. |
|
|
|
|
|
|
|
|
| |||
Common Stock, $0.0001 par value, 500,000,000 shares authorized; 73,435,503 shares issued and outstanding as of June 30, 2024 and Ordinary Shares, no par value 1,000,000 shares issued and outstanding as of December 31, 2023. |
|
|
|
|
|
|
|
|
| |||
Stock Payable |
|
|
|
|
|
|
|
|
| |||
Additional Paid-in-Capital |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Accumulated Deficit |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total Stockholders' Equity |
|
| (28,790,260 | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
|
| $ |
|
| $ |
| |||
| F-7 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the Six Months Ended June 30, 2024 |
| Preferred Stock Mezzanine Equity |
|
| Preferred Stock |
|
| Preferred Stock |
|
| Common Stock |
|
| Additional Paid-in |
|
| Stock |
|
| Accumulated |
|
| Total Stockholders' |
| ||||||||||||||||||||||||
| B Shares |
|
| Amount |
|
| B Shares |
|
| Amount |
|
| A Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Deficit |
|
| Equity |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance, December 31, 2023 |
|
|
|
| $ |
|
|
| - |
|
| $ | - |
|
|
|
|
| $ |
|
|
| - |
|
| $ | - |
|
| $ | ( | ) |
| $ | - |
|
| $ | ( | ) |
| $ | (19,992,345 | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of purchase of VinHMS software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Effects of reverse merger |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| ( | ) | |||
Stock issued for conversion of note payable |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||||
Stock issued for professional services |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
| ||||
Net Loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2024, as Filed |
|
|
|
| $ |
|
|
| - |
|
| $ | - |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restatement Adjustments |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2024, as Re-Stated |
|
| - |
|
|
| - |
|
|
| 10,000,000 |
|
| $ | 20,000,000 |
|
|
| 40,000,000 |
|
| $ | 4,000 |
|
|
| 73,435,503 |
|
| $ | 7,341 |
|
| $ | (28,620,047 | ) |
| $ | 64,540 |
|
| $ | (246,094 | ) |
| $ | (8,790,260 | ) |
Reclassification
Certain amounts reported in the prior year condensed consolidated financial statements have been reclassified to conform to the current year’s presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, VinHMS Pte. Ltd. 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 periods. Significant estimates made by management include, among others, allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other assets and intangible assets. 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 June 30, 2024, and December 31, 2023, the Company had no cash equivalents.
| F-8 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accounts Receivables
The Company regularly reviews its accounts receivables for collectability and establishes an allowance for doubtful accounts as necessary using the allowance method. The receivables are not collateralized. There was no allowance for doubtful accounts at both June 30, 2024 and December 31, 2023.
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 receivables are written-off when they are deemed uncollectible.
Equipment
Equipment is stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment was provided using the straight-line method for substantially all assets with estimated lives as follows:
Software licenses | |
Computer equipment |
As of June 30, 2024 and December 31, 2023, the Company had no equipment to depreciate.
Intangible Assets
The Company holds intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized.
Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value.
The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.
The Company has intangible assets related to its hospitality suite of products including:
| · | CiHMS, hospitality management solution; |
| · | CiAMS, hospitality asset management; |
| · | CiTMS, theme park management; and, |
| · | CiTravel, a digital transformation solution for small hotels. |
The software was acquired from VINHMS Software Production and Trading Joint Stock Company and as such no step-up in basis was recorded on the transaction. As of June 30, 2024, all of the products have been fully amortized. At December 31, 2023, the Company had no intangible assets to amortize.
Long-Lived Assets
The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at June 30, 2024, and December 31, 2023, the Company believes there was no impairment of its long-lived assets.
Revenue Recognition
The Company recognizes revenue in accordance with 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.
| F-9 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company recognizes revenues derived from the subscriptions of its hotel management software. 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. 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, implementation fees 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.
The Company uses a related party, VINHMS Software Production and Trading Joint Stock Company (“VinHMS VN”), to collect revenue from its Vietnam customers through a sales and distribution agreement until December 31, 2024, at which time the contracts will be renewed with VinHMS Pte. Ltd. VinHMS pte. Ltd. pays a commission of 15% of sales to VinHMS VN to perform this service. These revenues are recognized net of the 15% commission fees as Vemanti is acting as an agent.
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 condensed consolidated statements 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.
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 options and 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.
| F-10 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
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. It is not practicable to estimate the fair value of the loan from stockholder due to its related party nature. At June 30, 2024, the Company identified a note payable that is required to be presented on the balance sheet at fair value (see NOTE 7 – Note Payable). At December 31, 2023, 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 August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will require separate recognition and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is effective for reporting periods beginning after December 15, 2021. This guidance was adopted on January 1, 2022, and at December 31, 2023 and June 30, 2024, there is no material impact on the Company’s condensed consolidated financial statement and disclosures.
In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options – a Consensus of the FASB Emerging Issues Task Force. There has been diversity in accounting for modifications of equity-classified warrants due to a lack of explicit guidance in the Codification. Some entities recognize an expense, while other record a dividend for an economically similar warrant modification. The FASB issued the ASU to reduce this diversity and establish a principles-based recognition framework according to the substance of the modification transaction. ASU 2021-04 is effective for reporting periods beginning after December 15, 2021, and interim period within those fiscal years. This guidance was adopted on January 1, 2022, and at December 31,2022 and June 30, 2024, there is no material impact on the Company’s condensed consolidated financial statement and disclosures.
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.
| F-11 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 2 – Preferred B Shares
On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $
Each Preferred B share has a liquidation value of $
The Preferred B shares are presented as mezzanine equity on the balance sheet because they carry a stated value of $
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
On April 1, 2024, as part of the transaction to acquire VinHMS Pte. Ltd., the Company divested itself of VoiceStep by transferring to Mr. Tan Tran. The transaction to dispose of VoiceStep occurred before the change of control. In the prior 10Q filing dated March 31, 2024, VoiceStep was accounted for as discontinued operations. The net assets divested upon the sale of VoiceStep was $
Equity Commitment Agreement
On March 11, 2022, the Company entered into an Equity Investment Agreement (the “Equity Agreement”) with Alpha Sigma Capital Fund, LP (“Alpha Sigma Capital” or “Alpha”). The Equity Agreement outlines an investment structure of up to $
On August 24, 2022, the Company engaged Network 1 Financial Securities, Inc. to act as its exclusive financial advisor on a capital raise of up to twenty million ($
On August 23, 2023, the agreement with Network 1 Financial Securities, Inc. expired, and no further advisory services were rendered. No cashless warrants were issued to Network 1 as of June 30, 2024 and December 31, 2023.
| F-12 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
Preferred A stock
The Company has authorized the issuance of
The Articles of Incorporation were amended on May 1, 2014, designating 40,000,000 shares of authorized and issued Preferred A stock of the Company as “Series A Preferred Stock” with voting rights, preferences and powers such that
As part of the acquisition of VinHMS Pte. Ltd., the
Common stock
The Company has authorized the issuance of
During the three months ended June 30, 2024, the Company issued
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
Time-Based Restricted Stock
Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) granted to employees under the 2015 Plan typically
There are no issued or outstanding RSAs. The following table summarizes the activity related to RSUs subject to time-based vesting requirements for the periods ended June 30, 2024 and 2023:
|
| As of June 30, 2024 |
|
| As of June 30, 2023 |
| ||||||||||
|
| Number of Shares |
|
| Weighted Average Grant Date Fair Value |
|
| Number of Shares |
|
| Weighted Average Grant Date Fair Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-Vested, as of December 31, 2023, and 2022 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
| - |
|
| $ | - |
|
|
|
|
| $ |
| ||
Vested |
|
| ( | ) |
| $ |
|
|
| ( | ) |
| $ |
| ||
Forfeit |
|
| ( | ) |
| $ |
|
|
| ( | ) |
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested, as of June 30, 2024, and 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
As of June 30, 2024, there was $
| F-13 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 4 – Acquisition
On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $
The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the facts and circumstances noted in the Section: “Business Combination and Organization” in Note 1. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti.
In the reverse capitalization transaction, the
Cash |
| $ |
| |
Accounts Payable |
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| ( | ) |
Accrued Interest Payable |
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| ( | ) |
Note Payable |
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| ( | ) |
Loan from Stockholder |
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| ( | ) |
Net Liabilities Acquired |
| $ | ( | ) |
NOTE 5 – Marketing and PR Expenses
On May 29, 2024, the Company entered into an agreement with Outside the Box Capital to provide marketing and distribution services to communicate information about the Company to investors and the wider market. In consideration of the for the performance of the services by Outside the Box Capital, the Company agreed to issue
| F-14 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 6 – Related Party Transactions
On August 6, 2021, the Company borrowed $
On April 1, 2024, as part of the Business Combination, Mr. Tan transferred his Preferred A shares to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. At June 30, 2024, Mr. Tan no longer holds any Preferred A shares. Additionally, as part of the Business Combination, Vemanti disposed of VoiceStep LLC by transferring it to Mr. Tan Tran.
On January 1, 2024, the Company entered into a debt arrangement with VinHMS VN to purchase the hospitality suite of products. Please see Note 7 for the details of the note payable.
The Company uses a related party, VINHMS Software Production and Trading Joint Stock Company (“VinHMS VN”), to collect revenue from its Vietnam customers through a sales and distribution agreement until December 31, 2024, at which time the contracts will be renewed with VinHMS Pte. Ltd. VinHMS pte. Ltd. pays a commission of
At June 30, 2024, net revenue recognized from this relationship was $
NOTE 7 – Note Payable
On May 9, 2023 (“Issue Date”), the Company entered into a senior promissory note with Firstfire Global Opportunities Fund, LLC (“Firstfire”), a Delaware limited liability company for the principal sum of $
Firstfire has the right, on any calendar day, at any time on or following the date that is six (6) calendar months after the Issue Date to convert all or any portion of the then outstanding and unpaid Principal Amount and interest into fully paid and non-assessable shares of Common Stock at a conversion price of $
Under the terms of the note, the Company is required to comply with certain financial and nonfinancial covenants. Any failure by the Company to comply with these covenants and any other obligations under the agreement could result in an event of default, which allows Firstfire to accelerate the repayments of the amounts owed. As of June 30, 2024, the Company is compliant with its financial covenants.
At June 30, 2024, interest accrued for this note was $
On January 1, 2024, VinHMS Pte. Ltd. entered into an agreement to purchase the hospitality suite of software products including:
| · | CiHMS, a hospitality management solution; |
| · | CiAMS, a hospitality asset management; |
| · | CiTMS, a theme park management; and, |
| · | CiTravel, a digital transformation solution for small hotels. |
The total amount for
| F-15 |
| Table of Contents |
VEMANTI GROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 8 – Commitments and Contingencies
At June 30, 2024, the Company has no outstanding legal proceedings, commitments or contingencies.
NOTE 9 – Subsequent Events
The Company has evaluated subsequent events through August 21, 2024, 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 August 21, 2024, that require recognition or disclosure in the consolidated financial statements except as follows:
On July 3, 2024, the Company paid the remaining outstanding principal and interest balance of Mr. Tan Tran’s loan to the Company.
| F-16 |
| Table of Contents |
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 Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, 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, has pivoted away from a financial technology (“fintech”) focus to a technology company that will revolutionize the hospitality industry through digital innovation, seamlessly integrating new revenue streams without disrupting existing operations. It primarily seeks to generate revenues in the emerging markets of Vietnam and Southeast Asia. In particular, we aim to lead the sector's transformation by enhancing both guest experiences and operational efficiencies.
Until June 16, 2022, we 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.
On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $20,000,000 through the issuance of 10,000,000 Preferred B Shares and the transfer of 40,000,000 Preferred A Shares from Mr. Tan Tran to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024. As of today, no Preferred B shares have been converted. Any conversion can only be executed on or after April 1, 2025. As part of the transaction, Vemanti disposed of VoiceStep LLC thereby transferring it to Mr. Tan Tran. VinHMS Pte. Ltd. is now the only wholly owned subsidiary of Vemanti.
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| Table of Contents |
The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances:
| o | VinHMS stockholders have 100% of the voting interests of the Preferred A shares; |
| o | VinHMS’ CEO has been named as the CEO of the Company; |
| o | the directors nominated by VinHMS represent the majority of the board of directors of the Company; |
| o | VinHMS is the larger entity, in terms of substantive operations and employee base; |
| o | VinHMS’ operations comprise the ongoing operations of the Company. |
Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti. The net assets of Vemanti are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of VinHMS.
VinHMS is a technology solutions provider specializing in digital transformation for the hospitality industry across Southeast Asia. VinHMS’s native cloud-based platforms focus on reducing overall costs, streamlining processes, enhancing operational efficiency, accelerating new innovations, improving guest experiences, and increasing financial performance for hotel operators utilizing artificial intelligence (AI), machine learning (ML), and proprietary advanced algorithms. In addition to its flagship hospitality management solution, CiHMS, VinHMS offers a suite of products, including asset management (“CiAMS”), theme park management (“CiTMS”), and a digital transformation solution for small hotels (“CiTravel”).
For the three and six months ended June 30, 2024, we recognized approximately $579,463 and $674,967, respectively, in net sales. For the three and six months ended June 30, 2024, we incurred a net loss of $172,113 and $243,749, respectively.
As reflected in the unaudited condensed consolidated interim financial statements, we generated cash from operations of $125,558 and had a net profit from operations of $130,801 and an accumulated deficit of $246,094 as of and for the six months ended June 30, 2024.
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.
Results of Operations
The six months ended June 30, 2024
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| 2024 |
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| Amount |
| |
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| |
Sales, net – related party |
| $ | 674,967 |
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Total Other Income (Expense) |
|
| (374,550 | ) |
Total Operating Expenses |
|
| 544,166 |
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Income Taxes |
|
| - |
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Net Loss |
| $ | (243,749 | ) |
| - 6 - |
| Table of Contents |
Net Revenues
Net revenues from software subscriptions were $674,967 for the six months ended June 30, 2024. The revenues are net 15% for the sales commission paid to collect the revenue. Gross revenue was $783,460 and sales commission paid was $108,493.
Operating Expenses
Operating expenses were $544,166 for the six months ended June 30, 2024.
Operating Profit
Total operating profit was $130,801 for the six months ended June 30, 2024.
As of June 30, 2024, there were no significant deferred tax assets, except for a net operating loss carryforward for which a 100% valuation allowance has been provided.
Net Loss
The Company incurred interest expense of $374,550, which led to a net loss of $243,749 for the six months ended June 30, 2024.
The three months ended June 30, 2024
|
| 2024 |
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| Amount |
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Sales, net – related party |
| $ | 579,463 |
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Total Other Income (Expense) |
|
| (220,832 | ) |
Total Operating Expenses |
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| 530,744 |
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Income Taxes |
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| - |
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Net Loss |
| $ | (172,113 | ) |
Revenues
Net revenues from software subscriptions were $579,463 for the three months ended June 30, 2024. The revenues are net 15% for the sales commission paid to collect the revenue. Gross revenue was $671,102 and sales commission paid was $91,639.
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| Table of Contents |
Operating Expenses
Operating expenses were $530,744 for the three months ended June 30, 2024.
Operating Profit
Total operating profit was $48,719 for the three months ended June 30, 2024, largely driven by operating expenses exceeding gross profits.
Net Loss
As a result of the above factors plus $220,832 interest expense, we had a net loss of $172,113 for the three months ended June 30, 2024.
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.
However, the Company may choose to raise additional capital through a debt or equity financing in order to pursue additional acquisition or strategic investment opportunities. Additional capital, if required, may not be available on reasonable terms, if at all.
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 Ended June 30, |
| |
|
| 2024 |
| |
|
|
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| |
Net Cash provided by Operating Activities |
| $ | 125,558 |
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Net Cash provided by Investing Activities |
|
| 57,116 |
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Net Cash used in Financing Activities |
|
| (175,000 | ) |
Cash at the beginning of the Period |
|
| - |
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Cash at the end of the Period |
| $ | 7,674 |
|
Operating Activities
Net cash provided by operations was $125,558 for the six months ended June 30, 2024, primarily due to slower than expected sales.
Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2024, was due to the effects of the reverse merger.
Financing Activities
Cash used in financing activities for the six months ended June 30, 2024, was to pay down debt to First Fire and Mr. Tan Tran.
Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
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| Table of Contents |
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
There were no 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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| Table of Contents |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
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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| Table of Contents |
ITEM 6. EXHIBITS.
Exhibit No. |
| Description |
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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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| Table of Contents |
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. |
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Date: November 13, 2024 | By: | /s/ Hoang Nguyen |
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| Name: | Hoang Nguyen |
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| Title: | President, Chief Executive Officer |
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| - 12 - |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
OF REGISTRANT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14(a) or 15d-14(a) OF THE EXCHANGE ACT)
I, Hoang Nguyen, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Vemanti Group, Inc.; | |
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| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared; |
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| b) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
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| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
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| 5. | I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): | |
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| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: November 13, 2024 | By: | /s/ Hoang Nguyen | |
| Name: | Hoang Nguyen | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
OF REGISTRANT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14(a) or 15d-14(a) OF THE EXCHANGE ACT)
I, Steve Jones, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Vemanti Group Inc.; | |
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| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared; |
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| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
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| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
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| 5. | I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): | |
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| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: November 13, 2024 | By: | /s/ Steve Jones | |
| Name: | Steve Jones | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
EXHIBIT 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
In connection with this quarterly report on Form 10-Q of Vemanti Group, Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: November 13, 2024 | By: | /s/ Hoang Nguyen |
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| Name: | Hoang Nguyen |
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| Title: | Chief Executive Officer |
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| (Principal Executive Officer) |
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EXHIBIT 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
In connection with this quarterly report on Form 10-Q of Vemanti Group, Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: November 13, 2024 | By: | /s/ Steve Jones |
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| Name: | Steve Jones |
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| Title: | Chief Financial Officer |
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| (Principal Financial Officer) |
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