Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period Ended March 31, 2024 

or

 

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

 

Commission File Number: 000-56266

 

VEMANTI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

(Address of principal executive offices) (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

As of May 15, 2024, the registrant had 72,615,503 shares of common stock issued and outstanding.

 

 

VEMANTI GROUP, INC.

 

QUARTERLY REPORT ON FORM 10-Q

 

March 31, 2024

 

TABLE OF CONTENTS

 

			PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		7
Item 4.	Controls and Procedures		7
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		8
Item 1A.	Risk Factors		8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		8
Item 3.	Defaults Upon Senior Securities		8
Item 4.	Mine Safety Disclosure		8
Item 5.	Other Information		8
Item 6.	Exhibits		9
SIGNATURES			10

 

2

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.

 

3

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

March 31, 2024 (UNAUDITED)

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets at March 31, 2024 (Unaudited) and December 31, 2023		F-2
Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)		F-3
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2024 and 2023 (Unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)		F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-6

 

F-1

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) 

 

		March 31, 2024				December 31, 2023
ASSETS
Current Assets:
Cash		$	57,115			$	59,366
Assets from discontinued operations			97,138				85,575
Total Current Assets			154,253				144,941
TOTAL ASSETS		$	154,253			$	144,941
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable		$	25,760			$	5,371
Accrued Interest Payable			16,391				12,427
Accrued Expenses			-				11,599
Note Payable			161,458				158,279
Loan from Stockholder			125,000				125,000
Other Current Liabilities			-				-
Liabilities from Discontinued Operations			5,958				4,635
Total Current Liabilities			334,567				317,311
STOCKHOLDERS’ EQUITY
Preferred Stock, $0.0001 par value, 50,000,000 shares authorized; 40,000,000 shares issued and outstanding.			4,000				4,000
Common Stock, $0.0001 par value, 500,000,000 shares authorized; 72,465,503 and 72,315,503 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively.			7,247				7,232
Stock Payable			89,245				76,455
Additional Paid-in-Capital			5,637,569				5,561,129
Accumulated Deficit			(5,918,375	)			(5,821,186	)
Total Stockholders’ Equity			(180,314	)			(172,370	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	154,253			$	144,941
The accompanying notes are an integral part of these consolidated financial statements.

 

F-2

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 (Unaudited)

 

		For the Three Months Ended March 31,
		2024				2023
Sales		$	-			$	-
Cost of Sales			-				-
Gross Margin			-				-
Operating Expenses:
General and Administrative			100,977				348,169
Amortization			-				8,039
Total Operating Expenses			100,977				356,208
Loss from Operations			(100,977	)			(356,208	)
Other Income (Expense):
Other Income (Expense)			691				478
Interest Income (Expense)			(7,144	)			(1	)
Total Other Expense			(6,453	)			477
Loss before Provision for Income Taxes			(107,430	)			(355,731	)
Provision for Income Taxes			-				-
Net Loss from Continuing Operations			(107,430	)			(355,731	)
Net Profit from Discontinued Operations before Provision for Income Taxes			10,241				666
Provision for Income Taxes from Discontinued Operations			-				-
Net Profit from Discontinued Operations			10,241				666
Net Loss		$	(97,189	)		$	(355,065	)
Loss per Share:
Basic and Diluted from Continuing Operations		$	(0.00	)		$	(0.01	)
Basic and Diluted from Discontinued Operations		$	0.00			$	0.00
Basic and Diluted, Total		$	(0.00	)			(0.01	)
Weighted Average Shares Outstanding:
Basic and Diluted			72,445,723				70,466,709

  

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

 

F-3

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

For the Three Months Ended March 31, 2024		Preferred Stock								Common Stock								Additional Paid-in				Stock				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Equity
Balance, December 31, 2023			40,000,000			$	4,000				72,315,503			$	7,232			$	5,561,129			$	76,455			$	(5,821,186	)		$	(172,370	)
Stock Issued for Services			-				-				150,000				15				76,440				12,790				-				89,245
Net Loss			-				-				-				-				-				-				(97,189	)			(97,189	)
Balance, March 31, 2024			40,000,000			$	4,000				72,465,503			$	7,247			$	5,637,569			$	89,245			$	(5,918,375	)		$	(180,314	)
For the Three Months Ended March 31, 2023		Preferred Stock								Common Stock								Additional  Paid-in				Stock				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Equity
Balance, December 31, 2022			40,000,000			$	4,000				70,351,709			$	7,035			$	4,793,468				-			$	(4,322,308	)		$	482,195
Stock Issued for Services			-				-				172,500				16				92,211				-				-				92,227
Net Loss			-				-				-				-				-				-				(355,065	)			(355,065	)
Balance, March 31, 2023			40,000,000			$	4,000				70,524,209			$	7,051			$	4,885,679				-			$	(4,677,373	)		$	219,357
The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Three Months Ended March 31,
		2024				2023
Cash Flows from Operating Activities:
Net Loss from Continuing Operations		$	(107,430	)		$	(355,731	)
Net Profit from Discontinued Operations			10,241				666
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of OID			3,179				8,039
Stock-Based Compensation			89,245				123,710
Changes in Assets and Liabilities:
Accounts Receivable			(319	)			(1,764	)
Pre-Paid Expenses			160				91,057
Accounts Payable			21,929				23,463
Accrued Expenses			(12,790	)			-
Accrued Interest Payable			3,965				-
Other Current Liabilities			973				51,280
Operating Cash Flow used by Discontinued Operations			(11,404	)			(2,356	)
Net Cash Provided by (Used in) Operating Activities			(2,251	)			(61,636	)
Net Increase (Decrease) in Cash			(2,251	)			(61,636	)
Cash, Beginning of the Period			59,366				183,915
Cash, End of the Period		$	57,115			$	122,279
Supplemental disclosure of non-cash flow investing and financing activities:
Accrued stock-based compensation		$	89,245			$	123,710
The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 1 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our 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.

 

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.

 

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, VoiceStep. 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 March 31, 2024, and December 31, 2023, the Company had no cash equivalents.

 

F-6

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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.  The allowance for doubtful accounts was $1,640 at both March 31, 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	5 years
Computer equipment	5 years

 

Equipment became fully depreciated as of December 31, 2022.

 

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.

 

At the end of 2023, the Company performed an impairment analysis and determined that the intangible asset related to the proprietary information be impaired and written-off.  The Company wrote-off $273,313 at December 31, 2023.

 

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 March 31, 2024, and December 31, 2023, the Company believes there was no impairment of its long-lived assets.

 

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

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.

 

The Company recognizes revenues derived from sub-leasing telecommunications infrastructure and the provision of telecommunications and colocation services. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on a monthly basis. These arrangements stipulate monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue as the services are consumed as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date.

 

Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Most revenue is billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customer usage.

 

The Company often bills customers for upfront charges. These charges relate to down payments or prepayments for future services or equipment and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These payments are recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billed and recognized as revenue on a monthly basis as service is provided.

 

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the 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.

 

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

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.

 

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 March 31, 2024 and 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 March 31, 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 March 31, 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. 

 

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 2 – Stockholders’ Equity

 

Members’ Interest

 

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

 

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

 

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 $2M from Alpha into the Company, allowing the Company to immediately accelerate its business initiatives with PVcomBank under its 10-year partnership agreement. On March 15, 2022, the Company received a Put Notice under this Equity Agreement of $200,000 from Alpha for which it issued 381,530 shares of common stock and a warrant allowing the investor to purchase up to $200,000 in common stock until its expiration under the terms described in the Equity Agreement.

 

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 ($20,000,000) and its up list to the NASDAQ or NYSE. As part of the agreement, the Company paid a non-refundable equity fee (the “Advisory Fee”) of seven hundred and fifty thousand shares (750,000) shares of common stock of the Company deliverable at the time of signing this engagement agreement and two hundred and fifty thousand (250,000) shares of common stock of the Company deliverable ninety (90) days after signing the engagement agreement. As an additional compensation for Network 1’s services, the Company shall issue Network 1 at each closing, cashless warrants to purchase the number of shares of common stock of the Company equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in each placement. No cashless warrants were issued to Network 1 as of March 31, 2024 and December 31, 2023.

 

Preferred stock

 

The Company has authorized the issuance of 50,000,000 shares of preferred stock, $0.0001 par value. At both March 31, 2024, and December 31, 2023, the Company had 40,000,000 shares of preferred stock issued and outstanding.

 

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

 

Common stock

 

The Company has authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value. At March 31, 2024, and December 31, 2023, the Company had 72,465,503 shares and 72,315,503 shares of common stock issued and outstanding, respectively.

 

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

During the three months ended March 31, 2024, the Company issued 150,000 shares of its common stock valued at $76,445 to consultants in exchange for professional services.  The shares were valued as of the grant date, vest monthly over a 48 months, and were issued during the first quarter of 2024.

 

Stock Incentive Plan

 

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

 

Time-Based Restricted Stock

 

Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) granted to employees under the 2015 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the vesting or lapse of the restrictions, as applicable. RSUs are not considered issued or outstanding common stock until they vest. RSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied.

 

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 March 31, 2024 and 2023:

 

		As of March 31, 2024								As of March 31, 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			1,025,000			$	0.51				1,947,500			$	0.48
Granted			-			$	-				600,000			$	0.13
Vested			(150,000	)		$	0.51				(422,500	)		$	0.29
Forfeit			(75,000	)		$	0.33				(75,000	)		$	0.33
Non-Vested, as of March 31, 2024, and 2023			800,000			$	0.52				2,050,000			$	0.42

 

As of March 31, 2024, there was $416,775 of remaining unamortized stock-based compensation expense associated with RSUs, which will be recognized over a weighted average remaining service period of approximately 1 year. The 800,000 outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $60,800 and a weighted average remaining contractual term of 7 months.

 

NOTE 3 – Intangible Assets

 

On June 16, 2022, pursuant to the terms of a 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 that were due from Fvndit to the Company. As consideration for the sale of the shares and the accounts receivable to Fvndit, the Company acquired all rights to certain proprietary information and copyrights associated with Fvndit’s online investment marketplace business in Vietnam, the right to the name Fvndit, ownership of the “fvndit.com” domain name, and certain information related to Fvndit’s customers.

 

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The change in the intangible assets has been summarized under the following table for the three-month period ended March 31, 2024:

 

Intangible Assets		March 31, 2024				March 31, 2023
Beginning balance		$	-			$	305,469
Acquired Intangible Assets:
Proprietary Information			-				-
Impairment			-				-
Amortization			-				(8,039	)
Ending balance		$	-			$	297,430

 

The proprietary information has a useful life of 10 years and is amortized accordingly.  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. At December 31, 2023, the Company performed an impairment analysis and determined that the intangible asset related to the proprietary information be impaired and written-off in the amount of $273,313.

 

NOTE 4 – Related Party Transactions

 

The Company pays the health insurance premiums for the CEO and his family. The total of those health insurance premium payments for the three months ended March 31, 2024 and 2023 were $5,803 and $3,690, respectively. Such costs are reflected as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations. No other payments were made to the CEO in 2023 or for the three months ended March 31, 2024.

 

The Company pays a member of the CEO’s family for technical services. The total of those payments for the three months ended March 31, 2024 and 2023 were $10,500 and $15,045, respectively. Such costs are reflected as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations. 

 

On August 6, 2021, the Company borrowed $125,000 from the CEO. The loan will mature and become payable 12 months from the date of signing. Interest at the rate of 1% will be accrued on the outstanding balance. As of August 5, 2023, this loan’s maturity date was extended to August 5, 2024.  At March 31, 2024 and 2023, interest expense was $313.

 

NOTE 5 – 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 $162,750 (the “Principal Amount”).  This Note was issued with an original issue discount in the amount of $12,750 (the “OID”) such that the actual amount of the purchase price is $150,000.  The Company pays interest on the unpaid Principal Amount at the rate of nine percent (9%) (the “Interest Rate”) per annum from the Issue Date until the note becomes due and payable.  The maturity date is twelve (12) months from the Issue Date (the “Maturity Date”) and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees, will be due and payable.

 

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 $0.225 per share.

 

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 March 31, 2024, the Company is compliant with its financial covenants.

  

At March 31, 2024 and 2023, interest accrued for this note was $16,392 and nil, the amount of OID expensed was $3,179 and nil, and the remaining discount on this note to be expensed is $1,292 and nil, respectively. The balance of the note was $161,458.

   

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 6 – Commitments and Contingencies

 

At March 31, 2024, the Company has no outstanding legal proceedings, commitments or contingencies.

 

NOTE 7 – Discontinued Operations

 

On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd. (“VinHMS”), a Singapore private company limited by shares, to acquire VinHMS.  As part of the Share Exchange Agreement, Vemanti agreed to divest VoiceStep LLC (“VoiceStep”).

 

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations of VoiceStep in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of March 31, 2024 and December 31, 2023, and consist of the following:

 

		March 31, 2024				December 31, 2023
Current Assets of Discontinued Operations
Cash		$	88,125			$	77,041
Prepaid Expenses			161				-
Accounts Receivable, net			8,852				8,534
Total Current Assets of Discontinued Operations		$	97,138			$	85,575
Current Liabilities of Discontinued Operations
Accounts Payable		$	4,986			$	3,444
Accrued Expenses			-				1,191
Other Current Liabilities			972				-
Total Current Liabilities of Discontinued Operations		$	5,958			$	4,635

 

In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three months ended March 31, 2024 and 2023, have been reflected as discontinued operations in the consolidated statements of operations for the three months ended March 31, 2024 and 2023, and consist of the following:

 

		For the Three Months Ended March 31,
		2024				2023
Sales of Discontinued Operations		$	32,448			$	30,322
Cost of Sales of Discontinued Operations			4,762				5,531
Gross Margin of Discontinued Operations			27,686				24,791
Operating Expenses of Discontinued Operations
General and Administrative			31,759				24,126
Total Operating Expenses of Discontinued Operations			31,759				24,126
Loss from Discontinued Operations			(4,073	)			665
Other Income (Expense) of Discontinued Operations:
Other Income (Expense)			14,313				-
Interest Income (Expense)			1				1
Total Other Income			14,314				1
Loss of Discontinued Operations before Provision for Income Taxes			10,241				666
Provision for Income Taxes of Discontinued Operations			-				-
Net Profit of Discontinued Operations		$	10,241			$	666

 

In accordance with the provisions of ASC 205-20, we have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The net cash provided by discontinued operations in the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, consists of the following:

 

		For the Three Months Ended March 31,
		2024				2023
Net Profit from Discontinued Operations		$	10,241			$	666
Changes in Assets and Liabilities:
Accounts Receivable			(319	)			(1,768	)
Pre-Paid Expenses			160				-
Accounts Payable			349				3,458
Other Current Liabilities			973				-
Net Cash Provided by Discontinued Operations		$	11,404			$	2,356

 

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 NOTE 8 – Subsequent Events

 

The Company has evaluated subsequent events through May 14, 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 May 14, 2024, that require recognition or disclosure in the consolidated financial statements except as follows:

 

On April 1, 2024, the Board authorized the issuance of 150,000 common shares in exchange for consulting services rendered to the Company.

 

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 Preferred B Shares. 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.

 

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”).

 

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

 

Forward-Looking Statements

 

The following management’s discussion and analysis should be read in conjunction with our historical financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in our 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, is a financial technology (fintech) company that seeks to generate revenues in the emerging markets of Vietnam and Southeast Asia. In particular, we intend to focus our future product and business development on digital banking platforms, fintech, and on applications using disruptive technologies aimed at making credit simpler and easier to access for small to medium enterprises (“SMEs”) in our target markets.

 

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

 

For the three months ended March 31, 2024, and 2023, we recognized approximately $32,448 and $30,322, respectively, in sales. For the three months ended March 31, 2024, and 2023, we incurred a net loss of $97,189 and $355,065, respectively.

 

As reflected in the unaudited condensed consolidated interim financial statements, we generated cash in operations of $8,939 and had a net loss from operations of $102,436 and an accumulated deficit of $5,915,761 as of and for the three months ended March 31, 2024.

 

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While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances that we will be successful or that our cash position will be sufficient to support our daily operations. Our continued existence is dependent upon our ability to continue to execute our operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to our Company. Accordingly, we may decide to exit our existing business and explore potential strategic alternatives, including establishing a new business, or target an existing business for acquisition, without restriction to any specific business, industry or geographical location. 

 

Recent Developments

 

On April 1, 2023, 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, on the terms and subject to the conditions stated therein, Vemanti will acquire 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”).

 

Results of Operations

 

The three months ended March 31, 2024, compared to the three months ended March 31, 2023

 

 

		2024				2023
		Amount				Amount
Sales		$	-			$	-
Cost of Sales			-				-
Gross Profit			-				-
Total Other Income (Expense)			(6,453	)			477
Total Operating Expenses			100,977				356,208
Net Loss from Continuing Operations			(107,430	)			(355,731	)
Net Profit from Discontinued Operations			10,241				666
Net Loss		$	(97,189	)		$	(355,065	)

 

Revenues

 

Due to the plan to divest VoiceStep, we did not have any revenue or cost of revenue from continuing operations for the three months ended March 31, 2024 and 2023.

 

Operating Expenses from Continuing Operations

 

Operating expenses were $100,977 for the three months ended March 31, 2024, compared to $356,208 for the same period in 2023, representing a decrease of 72%, or $255,231. The decrease was mainly due to a reduction in expenses and stock-based compensation paid to outside consultants and contractors related to the Company’s business development efforts and acquisition efforts.

 

Other Expense from Continuing Operations

 

Other expense was $6,453 for the three months ended March 31, 2024, an increase of $5,976 or 1,253%, compared to $477 in the same period of last year. The increase was due to an increase of interest expense of $6,453 related to the notes payable.

  

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Net Loss from Continuing Operations

 

As a result of the above factors, we had a net loss of $107,430 for the three months ended March 31, 2024, compared to a net loss of $355,731 for the same period in 2023.

 

Net Profit from Discontinued Operations

 

Net profit from discontinued operations for the three months ended March 31,2024 was $10,241, compared to a net profit from discontinued operations of $666 for the three months ended March 31, 2024, due to the following:

 

From discontinued operations, we had sales for the three months ended March 31, 2024 of $32,448, as compared to $30,322, for the three months ended March 31, 2023. Our corresponding cost of sales for the three months ended March 31, 2024, was $4,762, as compared to $5,531for the three months ended March 31, 2023.

 

Operating expenses from discontinued operations for the three months ended March 31, 2024 were $31,759, as compared to $24,126 for the three months of March 31, 2023 leading to a loss from discontinued operations of $4,073 for the three months ended March 31, 2024 as compared to a profit from discontinued operations of $665 for the three months of March 31, 2023.

 

Total other income from discontinued operations for the three months ended March 31, 2024 was $14,314, as compared to $1 for the three months of March 31, 2023. The other income was a result of the Company recovering $14,313 of revenue charged-off in the 4th quarter of 2023, and recognizing this amount as other income at March 31, 2024. This led to a net profit of discontinued operations of $10,241 for the three months ended March 31, 2024 as compared to $666 for the three months of March 31, 2023.

 

Net Loss from Continuing Operations

 

As a result of the above factors, we had a net loss of $107,430 for the three months ended March 31, 2024, compared to a net loss of $355,731 for the same period in 2023.

 

Net Profit from Discontinued Operations

 

Net profit from discontinued operations for the three months ended March 31,2024 was $10,241, compared to a net profit from discontinued operations of $666 for the three months ended March 31, 2024, due to the following:

 

From discontinued operations, we had sales for the three months ended March 31, 2024 of $32,448, as compared to $30,322, for the three months ended March 31, 2023. Our corresponding cost of sales for the three months ended March 31, 2024, was $4,762, as compared to $5,531for the three months ended March 31, 2023.

 

Operating expenses from discontinued operations for the three months ended March 31, 2024 were $31,759, as compared to $24,126 for the three months of March 31, 2023 leading to a loss from discontinued operations of $4,073 for the three months ended March 31, 2024 as compared to a profit from discontinued operations of $665 for the three months of March 31, 2023.

 

Total other income from discontinued operations for the three months ended March 31, 2024 was $14,314, as compared to $1 for the three months of March 31, 2023. The other income was a result of the Company recovering $14,313 of revenue charged-off in the 4th quarter of 2023, and recognizing this amount as other income at March 31, 2024. This led to a net profit of discontinued operations of $10,241 for the three months ended March 31, 2024 as compared to $666 for the three months of March 31, 2023.

 

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 Three Months Ended March 31,
		2024				2023
Net Cash provided by (used in) Operating Activities		$	8,939			$	(59,280	)
Net Cash used in Investing Activities			-				-
Net Cash provided by Financing Activities			-				-
Cash at the beginning of the Period			136,407				257,512
Cash at the end of the Period		$	145,346			$	198,232

 

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Operating Activities

 

Net cash provided by operating activities was $2,251 for the three months ended March 31, 2024, as compared to $61,636 used in operating activities for the three months ended March 31, 2023, primarily due to the decreased net losses incurred.

 

Net cash provided by discontinued operations was $11,404 for the three months ended March 31, 2024, as compared to $2,356 for the three months ended March 31, 2023.

 

Investing Activities

 

There was no net cash used in investing activities for the three months ended March 31, 2024 and 2023, respectively.

 

Financing Activities

 

There was no net cash provided by financing activities for the three months ended March 31, 2024 and 2023, respectively.

 

Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable because we are a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

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

 

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

 

Changes in Internal Controls Over Financial Reporting

 

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.

 

7

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. 

 

8

Table of Contents

 

ITEM 6. EXHIBITS.

 

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

 

9

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.
Date: May 15, 2024	By:	/s/ Hoang Nguyen
	Name:	Hoang Nguyen
	Title:	President, Chief Executive Officer

 

10

 

nullnullnullnull

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Entity Registrant Name	VEMANTI GROUP, INC.
Entity Central Index Key	0001605057
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		72,615,503
Entity File Number	000-56266
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	46-5317552
Entity Address Address Line 1	7545 Irvine Center Dr.
Entity Address Address Line 2	Ste 200
Entity Address City Or Town	Irvine
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92618
City Area Code	949
Local Phone Number	559-7200
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 57,115	$ 59,366
Assets from discontinued operations	97,138	85,575
Total Current Assets	154,253	144,941
TOTAL ASSETS	154,253	144,941
Current Liabilities:
Accounts Payable	25,760	5,371
Accrued Interest Payable	16,391	12,427
Accrued Expenses	0	11,599
Note Payable	161,458	158,279
Loan from Stockholder	125,000	125,000
Other Current Liabilities	0	0
Liabilities from Discontinued Operations	5,958	4,635
Total Current Liabilities	334,567	317,311
STOCKHOLDERS' EQUITY
Preferred Stock, $0.0001 par value, 50,000,000 shares authorized; 40,000,000 shares issued and outstanding.	4,000	4,000
Common Stock, $0.0001 par value, 500,000,000 shares authorized; 72,465,503 and 72,315,503 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively.	7,247	7,232
Stock Payable	89,245	76,455
Additional Paid-in-Capital	5,637,569	5,561,129
Accumulated Deficit	(5,918,375)	(5,821,186)
Total Stockholders' Equity	(180,314)	(172,370)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 154,253	$ 144,941

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	40,000,000	40,000,000
Preferred stock, shares outstanding	40,000,000	40,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	72,465,503	72,315,503
Common stock, shares outstanding	72,465,503	72,315,503

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Stock Payable Member	Accumulated Deficit
Balance, shares at Dec. 31, 2022		70,351,709	40,000,000
Balance, amount at Dec. 31, 2022	$ 482,195	$ 7,035	$ 4,000	$ 4,793,468	$ 0	$ (4,322,308)
Stock Issued for Services, shares		172,500
Stock Issued for Services, amount	92,227	$ 16	0	92,211	0	0
Net Loss	(355,065)	$ 0	$ 0	0	0	(355,065)
Balance, shares at Mar. 31, 2023		70,524,209	40,000,000
Balance, amount at Mar. 31, 2023	219,357	$ 7,051	$ 4,000	4,885,679	0	(4,677,373)
Balance, shares at Dec. 31, 2023		72,315,503	40,000,000
Balance, amount at Dec. 31, 2023	(172,370)	$ 7,232	$ 4,000	5,561,129	76,455	(5,821,186)
Stock Issued for Services, shares		150,000
Stock Issued for Services, amount	89,245	$ 15	0	76,440	12,790	0
Net Loss	(97,189)	$ 0	$ 0	0	0	(97,189)
Balance, shares at Mar. 31, 2024		72,465,503	40,000,000
Balance, amount at Mar. 31, 2024	$ (180,314)	$ 7,247	$ 4,000	$ 5,637,569	$ 89,245	$ (5,918,375)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Sales	$ 0	$ 0
Cost of Sales	0	0
Gross Margin	0	0
Operating Expenses:
General and Administrative	100,977	348,169
Amortization	0	8,039
Total Operating Expenses	100,977	356,208
Loss from Operations	(100,977)	(356,208)
Other Income (Expense):
Other Income (Expense)	691	478
Interest Income (Expense)	(7,144)	(1)
Total Other Expense	(6,453)	477
Loss before Provision for Income Taxes	(107,430)	(355,731)
Provision for Income Taxes	0	0
Net Loss from Continuing Operations	(107,430)	(355,731)
Net Profit from Discontinued Operations before Provision for Income Taxes	10,241	666
Provision for Income Taxes from Discontinued Operations	0	0
Net Profit from Discontinued Operations	10,241	666
Net Loss	$ (97,189)	$ (355,065)
Loss per Share:
Basic and Diluted from Continuing Operations	$ (0.00)	$ (0.01)
Basic and Diluted from Discontinued Operations	0.00	0.00
Basic and Diluted, Total	$ (0.00)	$ (0.01)
Weighted Average Shares Outstanding:
Basic and Diluted	72,445,723	70,466,709

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net Loss from Continuing Operations	$ (107,430)	$ (355,731)
Net Profit from Discontinued Operations	10,241	666
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of OID	3,179	8,039
Stock-Based Compensation	89,245	123,710
Changes in Assets and Liabilities:
Accounts Receivable	(319)	(1,764)
Pre-Paid Expenses	160	91,057
Accounts Payable	21,929	23,463
Accrued Expenses	(12,790)	0
Accrued Interest Payable	3,965	0
Other Current Liabilities	973	51,280
Operating Cash Flow used by Discontinued Operations	(11,404)	(2,356)
Net Cash Provided by (Used in) Operating Activities	(2,251)	(61,636)
Net Increase (Decrease) in Cash	(2,251)	(61,636)
Cash, Beginning of the Period	59,366	183,915
Cash, End of the Period	57,115	122,279
Supplemental disclosure of non-cash flow investing and financing activities:
Accrued stock-based compensation	$ 89,245	$ 123,710

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	NOTE 1 - Summary of Significant Accounting Policies   Basis of Presentation   These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our 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.   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.   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, VoiceStep. 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 March 31, 2024, and December 31, 2023, the Company had no cash equivalents. 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.  The allowance for doubtful accounts was $1,640 at both March 31, 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 5 years Computer equipment 5 years   Equipment became fully depreciated as of December 31, 2022.   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.   At the end of 2023, the Company performed an impairment analysis and determined that the intangible asset related to the proprietary information be impaired and written-off.  The Company wrote-off $273,313 at December 31, 2023.   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 March 31, 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.   The Company recognizes revenues derived from sub-leasing telecommunications infrastructure and the provision of telecommunications and colocation services. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on a monthly basis. These arrangements stipulate monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue as the services are consumed as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date.   Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Most revenue is billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customer usage.   The Company often bills customers for upfront charges. These charges relate to down payments or prepayments for future services or equipment and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These payments are recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billed and recognized as revenue on a monthly basis as service is provided.   Stock-Based Compensation   The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the 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.   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 March 31, 2024 and 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 March 31, 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 March 31, 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.

Stockholders Equity	3 Months Ended
	Mar. 31, 2024
Stockholders Equity
Stockholders' Equity	NOTE 2 – Stockholders’ Equity   Members’ Interest   VoiceStep is governed by the terms and conditions of the Limited Liability Company Agreement (the Agreement) dated May 3, 2005, as amended on January 27, 2014. VoiceStep shall continue until terminated in accordance with the terms of the Agreement or as provided by law, including events of dissolution. VoiceStep shall be dissolved only upon any of the following events: (i) the vote of Member(s) holding a majority to the dissolution and winding up of VoiceStep, (ii) the entry of a decree of judicial dissolution of VoiceStep and (iii) at any time there are no Member(s), subject to remedy within 90 days of occurrence of termination event by the last remaining Member in writing.   VoiceStep originally consisted of two Members each owning 50% of VoiceStep. On January 27, 2014, one of the members was bought out with the remaining member owning 100% of the membership interest in VoiceStep. On April 3, 2014, the remaining member exchanged his 100% interest in VoiceStep for 40,000,000 shares of Vemanti common stock.   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 $2M from Alpha into the Company, allowing the Company to immediately accelerate its business initiatives with PVcomBank under its 10-year partnership agreement. On March 15, 2022, the Company received a Put Notice under this Equity Agreement of $200,000 from Alpha for which it issued 381,530 shares of common stock and a warrant allowing the investor to purchase up to $200,000 in common stock until its expiration under the terms described in the Equity Agreement.   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 ($20,000,000) and its up list to the NASDAQ or NYSE. As part of the agreement, the Company paid a non-refundable equity fee (the “Advisory Fee”) of seven hundred and fifty thousand shares (750,000) shares of common stock of the Company deliverable at the time of signing this engagement agreement and two hundred and fifty thousand (250,000) shares of common stock of the Company deliverable ninety (90) days after signing the engagement agreement. As an additional compensation for Network 1’s services, the Company shall issue Network 1 at each closing, cashless warrants to purchase the number of shares of common stock of the Company equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in each placement. No cashless warrants were issued to Network 1 as of March 31, 2024 and December 31, 2023.   Preferred stock   The Company has authorized the issuance of 50,000,000 shares of preferred stock, $0.0001 par value. At both March 31, 2024, and December 31, 2023, the Company had 40,000,000 shares of preferred stock issued and outstanding.   The Articles of Incorporation were amended on May 1, 2014, designating 40,000,000 shares of authorized and issued preferred stock of the Company as “Series A Preferred Stock” with voting rights, preferences and powers such that each share of Series A Preferred Stock shall vote as a class on all issues to which shareholders of common stock have a right to vote but shall have ten (10) votes per share of Series A Preferred stock while the shares of common stock shall have one vote per share. There are 40,000,000 of Series A Preferred Stock outstanding.   Common stock   The Company has authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value. At March 31, 2024, and December 31, 2023, the Company had 72,465,503 shares and 72,315,503 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2024, the Company issued 150,000 shares of its common stock valued at $76,445 to consultants in exchange for professional services.  The shares were valued as of the grant date, vest monthly over a 48 months, and were issued during the first quarter of 2024.   Stock Incentive Plan   On March 25, 2015, the Company adopted a stock incentive plan. This plan allows the Board of Directors to issue up to 5,000,000 shares of common stock to employees, directors, or consultants of the Company or its affiliates under terms determined by the Board of Directors. This plan automatically terminates ten years from its date of adoption. As of the date of this report, no stock has been issued under the 2015 Plan.   Time-Based Restricted Stock   Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) granted to employees under the 2015 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the vesting or lapse of the restrictions, as applicable. RSUs are not considered issued or outstanding common stock until they vest. RSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied.   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 March 31, 2024 and 2023:       As of March 31, 2024     As of March 31, 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     1,025,000     $ 0.51       1,947,500     $ 0.48                                     Granted     -     $ -       600,000     $ 0.13   Vested     (150,000 )   $ 0.51       (422,500 )   $ 0.29   Forfeit     (75,000 )   $ 0.33       (75,000 )   $ 0.33                                     Non-Vested, as of March 31, 2024, and 2023     800,000     $ 0.52       2,050,000     $ 0.42     As of March 31, 2024, there was $416,775 of remaining unamortized stock-based compensation expense associated with RSUs, which will be recognized over a weighted average remaining service period of approximately 1 year. The 800,000 outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $60,800 and a weighted average remaining contractual term of 7 months.

Intangible Assets	3 Months Ended
	Mar. 31, 2024
Intangible Assets
Intangible Assets	NOTE 3 – Intangible Assets   On June 16, 2022, pursuant to the terms of a 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 that were due from Fvndit to the Company. As consideration for the sale of the shares and the accounts receivable to Fvndit, the Company acquired all rights to certain proprietary information and copyrights associated with Fvndit’s online investment marketplace business in Vietnam, the right to the name Fvndit, ownership of the “fvndit.com” domain name, and certain information related to Fvndit’s customers. The change in the intangible assets has been summarized under the following table for the three-month period ended March 31, 2024:   Intangible Assets   March 31, 2024     March 31, 2023                 Beginning balance   $ -     $ 305,469   Acquired Intangible Assets:                 Proprietary Information     -       -   Impairment     -       -   Amortization     -       (8,039 ) Ending balance   $ -     $ 297,430     The proprietary information has a useful life of 10 years and is amortized accordingly.  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. At December 31, 2023, the Company performed an impairment analysis and determined that the intangible asset related to the proprietary information be impaired and written-off in the amount of $273,313.

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions
Related Party Transactions	NOTE 4 – Related Party Transactions   The Company pays the health insurance premiums for the CEO and his family. The total of those health insurance premium payments for the three months ended March 31, 2024 and 2023 were $5,803 and $3,690, respectively. Such costs are reflected as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations. No other payments were made to the CEO in 2023 or for the three months ended March 31, 2024.   The Company pays a member of the CEO’s family for technical services. The total of those payments for the three months ended March 31, 2024 and 2023 were $10,500 and $15,045, respectively. Such costs are reflected as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations.    On August 6, 2021, the Company borrowed $125,000 from the CEO. The loan will mature and become payable 12 months from the date of signing. Interest at the rate of 1% will be accrued on the outstanding balance. As of August 5, 2023, this loan’s maturity date was extended to August 5, 2024.  At March 31, 2024 and 2023, interest expense was $313.

Note Payable	3 Months Ended
	Mar. 31, 2024
Note Payable
Note Payable	NOTE 5 – 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 $162,750 (the “Principal Amount”).  This Note was issued with an original issue discount in the amount of $12,750 (the “OID”) such that the actual amount of the purchase price is $150,000.  The Company pays interest on the unpaid Principal Amount at the rate of nine percent (9%) (the “Interest Rate”) per annum from the Issue Date until the note becomes due and payable.  The maturity date is twelve (12) months from the Issue Date (the “Maturity Date”) and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees, will be due and payable.   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 $0.225 per share.   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 March 31, 2024, the Company is compliant with its financial covenants. At March 31, 2024 and 2023, interest accrued for this note was $16,392 and nil, the amount of OID expensed was $3,179 and nil, and the remaining discount on this note to be expensed is $1,292 and nil, respectively. The balance of the note was $161,458.

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies
Commitments and Contingencies	NOTE 6 – Commitments and Contingencies   At March 31, 2024, the Company has no outstanding legal proceedings, commitments or contingencies.

Discontinued Operations	3 Months Ended
	Mar. 31, 2024
Discontinued Operations
Discontinued Operations	NOTE 7 – Discontinued Operations   On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd. (“VinHMS”), a Singapore private company limited by shares, to acquire VinHMS.  As part of the Share Exchange Agreement, Vemanti agreed to divest VoiceStep LLC (“VoiceStep”).   In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations of VoiceStep in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of March 31, 2024 and December 31, 2023, and consist of the following:       March 31, 2024     December 31, 2023                 Current Assets of Discontinued Operations             Cash   $ 88,125     $ 77,041   Prepaid Expenses     161       -   Accounts Receivable, net     8,852       8,534   Total Current Assets of Discontinued Operations   $ 97,138     $ 85,575                     Current Liabilities of Discontinued Operations                 Accounts Payable   $ 4,986     $ 3,444   Accrued Expenses     -       1,191   Other Current Liabilities     972       -   Total Current Liabilities of Discontinued Operations   $ 5,958     $ 4,635     In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three months ended March 31, 2024 and 2023, have been reflected as discontinued operations in the consolidated statements of operations for the three months ended March 31, 2024 and 2023, and consist of the following:       For the Three Months Ended March 31,       2024     2023                 Sales of Discontinued Operations   $ 32,448     $ 30,322   Cost of Sales of Discontinued Operations     4,762       5,531   Gross Margin of Discontinued Operations     27,686       24,791                     Operating Expenses of Discontinued Operations                 General and Administrative     31,759       24,126   Total Operating Expenses of Discontinued Operations     31,759       24,126                     Loss from Discontinued Operations     (4,073 )     665                     Other Income (Expense) of Discontinued Operations:                 Other Income (Expense)     14,313       -   Interest Income (Expense)     1       1   Total Other Income     14,314       1                     Loss of Discontinued Operations before Provision for Income Taxes     10,241       666                     Provision for Income Taxes of Discontinued Operations     -       -                     Net Profit of Discontinued Operations   $ 10,241     $ 666     In accordance with the provisions of ASC 205-20, we have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The net cash provided by discontinued operations in the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, consists of the following:       For the Three Months Ended March 31,       2024     2023                 Net Profit from Discontinued Operations   $ 10,241     $ 666                     Changes in Assets and Liabilities:                 Accounts Receivable     (319 )     (1,768 )  Pre-Paid Expenses     160     -   Accounts Payable     349       3,458   Other Current Liabilities     973       -                     Net Cash Provided by Discontinued Operations   $ 11,404     $ 2,356

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events
Subsequent Events	NOTE 8 – Subsequent Events   The Company has evaluated subsequent events through May 14, 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 May 14, 2024, that require recognition or disclosure in the consolidated financial statements except as follows:   On April 1, 2024, the Board authorized the issuance of 150,000 common shares in exchange for consulting services rendered to the Company.   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 Preferred B Shares. 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.   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”).

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies
Basis of Presentation	These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our 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.   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.
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, VoiceStep. 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 March 31, 2024, and December 31, 2023, the Company had no cash equivalents.
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.  The allowance for doubtful accounts was $1,640 at both March 31, 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 5 years Computer equipment 5 years   Equipment became fully depreciated as of December 31, 2022.
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.   At the end of 2023, the Company performed an impairment analysis and determined that the intangible asset related to the proprietary information be impaired and written-off.  The Company wrote-off $273,313 at December 31, 2023.
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 March 31, 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.   The Company recognizes revenues derived from sub-leasing telecommunications infrastructure and the provision of telecommunications and colocation services. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on a monthly basis. These arrangements stipulate monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue as the services are consumed as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date.   Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Most revenue is billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customer usage.   The Company often bills customers for upfront charges. These charges relate to down payments or prepayments for future services or equipment and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These payments are recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billed and recognized as revenue on a monthly basis as service is provided.
Stock-Based compensation	The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the 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.
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 March 31, 2024 and 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 March 31, 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 March 31, 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.

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies
Schedule of Equipment	Software licenses 5 years Computer equipment 5 years

Stockholders Equity (Tables)	3 Months Ended
	Mar. 31, 2024
Stockholders Equity
Schedule of Nonvested RSUs	As of March 31, 2024     As of March 31, 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     1,025,000     $ 0.51       1,947,500     $ 0.48                                     Granted     -     $ -       600,000     $ 0.13   Vested     (150,000 )   $ 0.51       (422,500 )   $ 0.29   Forfeit     (75,000 )   $ 0.33       (75,000 )   $ 0.33                                     Non-Vested, as of March 31, 2024, and 2023     800,000     $ 0.52       2,050,000     $ 0.42

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Intangible Assets
Schedule of Intangible Assets	Intangible Assets   March 31, 2024     March 31, 2023                 Beginning balance   $ -     $ 305,469   Acquired Intangible Assets:                 Proprietary Information     -       -   Impairment     -       -   Amortization     -       (8,039 ) Ending balance   $ -     $ 297,430

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2024
Discontinued Operations
Schedule of discontinued operations assets and liabilities	March 31, 2024     December 31, 2023                 Current Assets of Discontinued Operations             Cash   $ 88,125     $ 77,041   Prepaid Expenses     161       -   Accounts Receivable, net     8,852       8,534   Total Current Assets of Discontinued Operations   $ 97,138     $ 85,575                     Current Liabilities of Discontinued Operations                 Accounts Payable   $ 4,986     $ 3,444   Accrued Expenses     -       1,191   Other Current Liabilities     972       -   Total Current Liabilities of Discontinued Operations   $ 5,958     $ 4,635
Schedule of discontinued operations statements of operations	For the Three Months Ended March 31,       2024     2023                 Sales of Discontinued Operations   $ 32,448     $ 30,322   Cost of Sales of Discontinued Operations     4,762       5,531   Gross Margin of Discontinued Operations     27,686       24,791                     Operating Expenses of Discontinued Operations                 General and Administrative     31,759       24,126   Total Operating Expenses of Discontinued Operations     31,759       24,126                     Loss from Discontinued Operations     (4,073 )     665                     Other Income (Expense) of Discontinued Operations:                 Other Income (Expense)     14,313       -   Interest Income (Expense)     1       1   Total Other Income     14,314       1                     Loss of Discontinued Operations before Provision for Income Taxes     10,241       666                     Provision for Income Taxes of Discontinued Operations     -       -                     Net Profit of Discontinued Operations   $ 10,241     $ 666
Schedule of discontinued operations statements of cash flows	For the Three Months Ended March 31,       2024     2023                 Net Profit from Discontinued Operations   $ 10,241     $ 666                     Changes in Assets and Liabilities:                 Accounts Receivable     (319 )     (1,768 )  Pre-Paid Expenses     160     -   Accounts Payable     349       3,458   Other Current Liabilities     973       -                     Net Cash Provided by Discontinued Operations   $ 11,404     $ 2,356

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2024
Software Licenses [Member]
Property, plant and equipment, estimated useful lives	5 years
Computer Equipment [Member]
Property, plant and equipment, estimated useful lives	5 years

Summary of Significant Accounting Policies (Details narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Summary of Significant Accounting Policies
Impairment loss written-off	$ 273,313
Allowance for doubtful accounts	$ 1,640	$ 1,640

Stockholders Equity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Non-vested, Beginning Balance	1,025,000	1,947,500
Granted	0	600,000
Vested	(150,000)	(422,500)
Forfeited	(75,000)	(75,000)
Non-vested, Ending Balance	800,000	2,050,000
Weighted Average Grant Date Fair Value, Beginning Balance	$ 0.51	$ 0.48
Weighted Average Grant Date Fair Value, Granted	0	0.13
Weighted Average Grant Date Fair Value, Vested	0.51	0.29
Weighted Average Grant Date Fair Value, Forfeited	0.33	0.33
Weighted Average Grant Date Fair Value, Ending Balance	$ 0.52	$ 0.42

Stockholders Equity (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended
	Mar. 15, 2022	Apr. 03, 2014	Aug. 24, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Mar. 11, 2022	Mar. 25, 2015	May 01, 2014	Jan. 27, 2014
Preferred stock, shares authorized				50,000,000		50,000,000
Preferred stock, shares par value				$ 0.0001		$ 0.0001
Preferred stock, shares issued				40,000,000		40,000,000
Preferred stock, shares outstanding				40,000,000		40,000,000
Common stock, shares authorized				500,000,000		500,000,000
Common stock, shares par value				$ 0.0001		$ 0.0001
Common stock, shares issued				72,465,503		72,315,503
Common stock, shares outstanding				72,465,503		72,315,503
Value of shares issued				$ 89,245	$ 92,227
Aggregate intrinsic value				$ 60,800
Time-based restricted stock units and restricted stock awards vesting period				vest over 3 to 4 years
Professional Services
Stock issued for cash, Shares				150,000
Value of shares issued				$ 76,445
VoiceStep [Member]
Membership interest		100.00%		50.00%						100.00%
Business acquisition, purchase price, shares issued		$ 40,000,000
Equity Investment Agreement [Member]
Common stock, shares issued	381,530
Capital raised				$ 20,000,000
Investmenet Receivable							$ 2,000,000
Put Notice, Amount	$ 200,000
Partnership agreement term	10 years
Warrants Issued, Amount	$ 200,000
Non-refundable Equity fee			750,000
Common stock, shares			250,000
Description			cashless warrants to purchase the number of shares of common stock of the Company equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in each placement
Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized								5,000,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized									40,000,000
Voting right, description				each share of Series A Preferred Stock shall vote as a class on all issues to which shareholders of common stock have a right to vote but shall have ten (10) votes per share of Series
Restricted Stock Units (RSUs) [Member]
Unamortized stock-based compensation expense				$ 416,775
weighted average remaining service period				1 year
Weighted Average Remaining Contractual Term				7 months
Outstanding non-vested shares				800,000

Intangible Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Intangible Assets
Beginning balance	$ 0	$ 305,469
Proprietary Information	0	0
Impairment	0	0
Amortization	0	(8,039)
Ending balance	$ 0	$ 297,430

Intangible Assets (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Intangible Assets
Impairment loss written-off	$ 273,313

Related Party Transactions (Details Narrative) - Chief Executive Officer - USD ($)		3 Months Ended
	Aug. 06, 2021	Mar. 31, 2024	Mar. 31, 2023
Loan from related parties	$ 125,000
Interest rate	1.00%
Health insurance premium payments		$ 5,803	$ 3,690
Technical services payments made by VoiceStep		10,500	15,045
Term of Loan	12 months
Accrued and imputed interest		$ 313	$ 313

Note Payable (Details Narrative) - Consulting Agreement - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Interest rate	9.00%
Common stock conversion price	$ 0.225
Principal Amount	$ 162,750
Accrued interest	16,392	$ 0
Outstanding balance of note payable	161,458
Amount of OID expensed	3,179	$ 0
Discount on note	1,292
Original issue discount	$ 12,750
Term of Loan	12 years
Proceeds from Note Payable	$ 150,000

Discontinued Operations (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets of Discontinued Operations
Cash	$ 88,125	$ 77,041
Prepaid Expenses	161	0
Accounts Receivable, net	8,852	8,534
Total Current Assets of Discontinued Operations	97,138	85,575
Current Liabilities of Discontinued Operations
Accounts Payable	4,986	3,444
Accrued Expenses	0	1,191
Other Current Liabilities	972	0
Total Current Liabilities of Discontinued Operations	$ 5,958	$ 4,635

Discontinued Operations (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Discontinued Operations
Sales of Discontinued Operations	$ 32,448	$ 30,322
Cost of Sales of Discontinued Operations	4,762	5,531
Gross Margin of Discontinued Operations	27,686	24,791
Operating Expenses of Discontinued Operations
General and Administrative	31,759	24,126
Total Operating Expenses of Discontinued Operations	31,759	24,126
Loss from Discontinued Operations	(4,073)	665
Other Income (Expense) of Discontinued Operations:
Other Income (Expense)	14,313	0
Interest Income (Expense)	1	1
Total other income	14,314	1
Loss of Discontinued Operations before Provision for Income Taxes	10,241	666
Provision for Income Taxes of Discontinued Operations	0	0
Net Profit of Discontinued Operations	$ 10,241	$ 666

Discontinued Operations (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Discontinued Operations
Net Profit of Discontinued Operations	$ 10,241	$ 666
Accounts Receivable	(319)	(1,768)
Pre-Paid Expenses	160	0
Accounts Payable	349	3,458
Other Current Liabilities	973	0
Net Cash Provided by Discontinued Operations	$ 11,404	$ 2,356

Subsequent Events (Details Narrative) - Subsequent Event [Member]	Apr. 01, 2024 shares
Stock issued for cash, Shares	150,000
Share Exchange Agreement [Member]
Description of agreement	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 Preferred B Shares. 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

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