VMNT 10-K & 10-Q changes, risk factors and insider trading
Vemanti Group, Inc. · OTC · Finance Services · CIK 1605057 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“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.”see in full comparison
“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.”see in full comparison
There can be no assurances that we will ever be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital and no assurance can be given that additional financing will be available, or if available, will be on acceptable terms.see in full comparisonThese conditions potentially raise substantial doubt about our ability to continue as a going concern.If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.
“In addition, if our customers do not use our platforms correctly or as intended, inadequate performance or outcomes may result. It is possible that our platforms may also be intentionally misused or abused by customers or their employees or third parties who obtain access and use of our platforms. Similarly, our platforms sometimes are used by customers with smaller or less sophisticated IT departments, potentially resulting in sub-optimal performance at a level lower than anticipated by the customer. …”see in full comparison
“Furthermore, if customer personnel are not well trained in the use of our platforms, customers may defer the deployment of our platforms and services, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all. If there is substantial turnover of the Company or customer personnel responsible for procurement and use of our platforms, our platforms may go unused or be adopted less broadly, and our ability to make additional sales may be substantially limited, which could negatively impact our business, results of operations, and growth prospects.”see in full comparison
Full comparison: every changed paragraph (5)
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.
There can be no assurances that we will ever be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital and no assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions potentially raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.
In addition, if our customers do not use our platforms correctly or as intended, inadequate performance or outcomes may result. It is possible that our platforms may also be intentionally misused or abused by customers or their employees or third parties who obtain access and use of our platforms. Similarly, our platforms sometimes are used by customers with smaller or less sophisticated IT departments, potentially resulting in sub-optimal performance at a level lower than anticipated by the customer. Because our customers rely on our platforms and services to address important business goals and challenges, the incorrect or improper use or configuration of our platforms and O&M services, failure to properly train customers on how to efficiently and effectively use our platforms, or failure to properly provide implementation or analytical or maintenance services to our customers may result in contract terminations or non-renewals, reduced customer payments, negative publicity, or legal claims against us. For example, as we continue to expand our customer base, any failure by us to properly provide these services may result in lost opportunities for follow-on expansion sales of our platforms and services.
Furthermore, if customer personnel are not well trained in the use of our platforms, customers may defer the deployment of our platforms and services, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all. If there is substantial turnover of the Company or customer personnel responsible for procurement and use of our platforms, our platforms may go unused or be adopted less broadly, and our ability to make additional sales may be substantially limited, which could negatively impact our business, results of operations, and growth prospects.
Management's Discussion & Analysis (MD&A)
Largest changes
see in full comparisonG&AOperating expenses were$1,136,764$1,570,263 for the fiscal year ended December 31,2022,2023, compared to$1,741,885$1,152,842 for the same period in2021,2022, representingaandecreaseincrease of$605,121$417,421 or35%.36%,The decrease was mainlyprimarily due totheincreasedreductionstockofcompensation expensesandforcompensationservicespaid to outside consultantsrendered andcontractorstherelatedimpairmenttocharge for writing off theCompany’sFvnditdevelopmentproprietaryand investment in its Vemanti Dollar (“USDV”), an ERC-20 1:1 USD-pegged stablecoin, which was ended during the year.information.
Total operating loss wassee in full comparison$1,037,270$1,470,090 for the fiscal year ended December 31,2022,2023, compared to$1,616,176$1,037,270 for the same period of2021,2022, representingaandecreaseincrease of$578,906$188,547 or36%.42%. Thedecreaseincrease wasmainlydue todecreasedlowerexpensessales, higher G&A expenses, amortization andcompensationthepaidimpairmenttoofoutsidetheconsultantsFvnditandintangiblecontractorsassetsrelatedin 2023 as opposed to thedevelopmentsameandperiodinvestmentofin the USDV stablecoin.2022.
“Revenues were $138,731for the fiscal year ended December 31, 2022, a decrease of $9,219 or 6.2%, compared to $147,950 the fiscal year ended December 31, 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.”see in full comparison
Gross profit wassee in full comparison$115,572$100,173 for the fiscal year ended December 31,2022,2023, compared to$125,709$115,572 for the same period of2021.2022. The decrease was primarily due to the drop in revenue from charging off a delinquent customer. Our gross profit margindecreaseddeclined slightlyfromto85%81% for the fiscal year ended December 31, 2023, as compared to 83% for the fiscal year ended December 31, 2022.The decrease was mainly due to the increase in costs from some of our wholesale service providers during the year.
“Revenues were $123,056 for the fiscal year ended December 31, 2023 compared to $138,731 for the previous year, a decrease of 15,675. The decrease was due to charging off a delinquent customer. We expect to recover that charge-off in the upcoming year as the customer is working to deliver on a payment plan to bring him current.”see in full comparison
As a result of the abovesee in full comparisonfactors,factors plus an interest expense of $29,048, we had a net loss of $1,498,878 for the fiscal year ended December 31, 2023, compared to a net loss of $1,038,221 for the fiscal year ended December 31,2022, compared to a net loss of $1,625,124 for the fiscal year ended December 31, 2021.2022.
Full comparison: every changed paragraph (11)
Revenues were $123,056 for the fiscal year ended December 31, 2023 compared to $138,731 for the previous year, a decrease of 15,675. The decrease was due to charging off a delinquent customer. We expect to recover that charge-off in the upcoming year as the customer is working to deliver on a payment plan to bring him current.
Revenues were $138,731for the fiscal year ended December 31, 2022, a decrease of $9,219 or 6.2%, compared to $147,950 the fiscal year ended December 31, 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.
Gross profit was $115,572$100,173 for the fiscal year ended December 31, 2022,2023, compared to $125,709$115,572 for the same period of 2021.2022. The decrease was primarily due to the drop in revenue from charging off a delinquent customer. Our gross profit margin decreaseddeclined slightly fromto 85%81% for the fiscal year ended December 31, 2023, as compared to 83% for the fiscal year ended December 31, 2022. The decrease was mainly due to the increase in costs from some of our wholesale service providers during the year.
General and Administrative (G&A)Operating Expenses
G&AOperating expenses were $1,136,764$1,570,263 for the fiscal year ended December 31, 2022,2023, compared to $1,741,885$1,152,842 for the same period in 2021,2022, representing aan decreaseincrease of $605,121$417,421 or 35%.36%, The decrease was mainlyprimarily due to theincreased reductionstock ofcompensation expenses andfor compensationservices paid to outside consultantsrendered and contractorsthe relatedimpairment tocharge for writing off the Company’sFvndit developmentproprietary and investment in its Vemanti Dollar (“USDV”), an ERC-20 1:1 USD-pegged stablecoin, which was ended during the year.information.
Total operating loss was $1,037,270$1,470,090 for the fiscal year ended December 31, 2022,2023, compared to $1,616,176$1,037,270 for the same period of 2021,2022, representing aan decreaseincrease of $578,906$188,547 or 36%.42%. The decreaseincrease was mainly due to decreasedlower expensessales, higher G&A expenses, amortization and compensationthe paidimpairment toof outsidethe consultantsFvndit andintangible contractorsassets relatedin 2023 as opposed to the developmentsame andperiod investmentof in the USDV stablecoin.2022.
Net Loss
As a result of the above factors,factors plus an interest expense of $29,048, we had a net loss of $1,498,878 for the fiscal year ended December 31, 2023, compared to a net loss of $1,038,221 for the fiscal year ended December 31, 2022, compared to a net loss of $1,625,124 for the fiscal year ended December 31, 2021.2022.
Net cash used in operating activities was $381,811$371,105 for the fiscal year ended December 31, 2022,2023, as compared to $477,557$381,811 used in operating activities for the fiscal year ended December 31, 2021,2022, primarilyessentially dueflat toyear the net losses incurred from the initial development of the USDV, which was ended during theover year.
NetThere cashwere provided byno investing activities was $5,886 for the fiscal year ended December 31, 2022,2023, compared to net cash used in investing activities of $10,000$5,886 for the fiscal year ended December 31, 2021. The change was primarily due to selling the cryptocurrency in 2022 that was purchased in 2021.2022.
Net cash provided by financing activities was $250,000 for the fiscal year ended December 31, 2023, compared to $337,500 for the fiscal year ended December 31, 2022, compared to $540,000 for the fiscal year ended December 31, 2021.2022. The change was primarily due to issuances of a smaller amount of common stock for cash in 20222023 than in 2021. Also, in 2021, the Company received a $125,000 loan from a stockholder.2022.
What changed in the latest 10-Q
Risk Factors
Not required for smaller reporting companies.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“While operations were profitable, we had a net loss of $128,036 for the three months ended September 30, 2024 as a result $200,736 in interest expense on the note payable for the purchase of the VinHMS software.”see in full comparison
For the three andsee in full comparisonsixnine months endedJuneSeptember 30, 2024, we recognized approximately$579,463$273,597 and$674,967,$948,565, respectively, in net sales. For the three andsixnine months endedJuneSeptember 30, 2024, we incurred a net loss of$172,113$128,036 and$243,749,$371,786, respectively.
“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.”see in full comparison
Net revenues from software subscriptions weresee in full comparison$674,967$948,565 for thesixnine months endedJuneSeptember 30, 2024. The revenues are net 15% for the sales commission paid to collect the revenue. Gross revenue was$783,460$1,095,424 and sales commission paid was$108,493.$146,859.
As reflected in the unaudited condensed consolidated interim financial statements, we generated cash from operations ofsee in full comparison$125,558$309,879 and had a net profit from operations of$130,801$206,181 and an accumulated deficit of$246,094$374,131 as of and for thesixnine months endedJuneSeptember 30, 2024.
Total operating profit wassee in full comparison$48,719$75,379 for the three months endedJuneSeptember 30,2024, largely driven by operating expenses exceeding gross profits.2024.
Full comparison: every changed paragraph (17)
For the three and sixnine months ended JuneSeptember 30, 2024, we recognized approximately $579,463$273,597 and $674,967,$948,565, respectively, in net sales. For the three and sixnine months ended JuneSeptember 30, 2024, we incurred a net loss of $172,113$128,036 and $243,749,$371,786, respectively.
As reflected in the unaudited condensed consolidated interim financial statements, we generated cash from operations of $125,558$309,879 and had a net profit from operations of $130,801$206,181 and an accumulated deficit of $246,094$374,131 as of and for the sixnine months ended JuneSeptember 30, 2024.
The sixnine months ended JuneSeptember 30, 2024
Net revenues from software subscriptions were $674,967$948,565 for the sixnine months ended JuneSeptember 30, 2024. The revenues are net 15% for the sales commission paid to collect the revenue. Gross revenue was $783,460$1,095,424 and sales commission paid was $108,493.$146,859.
Operating expenses were $544,166$742,384 for the sixnine months ended JuneSeptember 30, 2024.
Total operating profit was $130,801$206,181 for the sixnine months ended JuneSeptember 30, 2024.
As of JuneSeptember 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.
The Company incurred interest expense of $374,550,$575,599, which led to a net loss of $243,749$371,786 for the sixnine months ended JuneSeptember 30, 2024.
The three months ended JuneSeptember 30, 2024
Net revenues from software subscriptions were $579,463$273,597 for the three months ended JuneSeptember 30, 2024. The revenues are net 15% for the sales commission paid to collect the revenue. Gross revenue was $671,102$311,964 and sales commission paid was $91,639.$38,367
Operating expenses were $530,744$198,218 for the three months ended JuneSeptember 30, 2024.
Total operating profit was $48,719$75,379 for the three months ended JuneSeptember 30, 2024, largely driven by operating expenses exceeding gross profits.2024.
While operations were profitable, we had a net loss of $128,036 for the three months ended September 30, 2024 as a result $200,736 in interest expense on the note payable for the purchase of the VinHMS software.
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.
Net cash provided by operations was $125,558$309,879 for the sixnine months ended JuneSeptember 30, 2024, primarily due to slower than expectedstable sales.
Net cash provided by investing activities for the sixnine months ended JuneSeptember 30, 2024, was due to the effects of the reverse merger.
Cash used in financing activities for the sixnine months ended JuneSeotember 30, 2024, was to pay down debt to First Fire andFire, Mr. Tan Tran.Tran and VinHMS VN.
VMNT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding VMNT (13F)
None of the 59 investors we track reported a position in their latest 13F.