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

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 June 30, 2023

☐ 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)

(949) 559-7200

(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 August 14, 2023, the registrant had 71,865,503 shares of common stock issued and outstanding.

VEMANTI GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q

June 30, 2023

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	8

Item 4.	Controls and Procedures	8

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	9

Item 4.	Mine Safety Disclosure	9

Item 5.	Other Information	9

Item 6.	Exhibits	10

SIGNATURES		11

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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 30, 2023 (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.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

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

VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 (UNAUDITED)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets at June 30, 2023 (Unaudited) and December 31, 2022		F-2

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)		F-3

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2023 and 2022 (Unaudited)		F-4

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)		F-5

Notes to Condensed Consolidated Financial Statements (Unaudited)		F-6

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2023			December 31, 2022
ASSETS
Current Assets:
Cash	$	230,893		$	257,512
Accounts Receivable, net		16,181			889
Prepaid Expenses		57,719			242,307
Total Current Assets		304,793			500,708

Non-Current Assets:
Intangible Assets, net		289,391			305,469
Total Non-Current Assets		289,391			305,469

TOTAL ASSETS	$	594,184		$	806,177

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	13,054		$	6,262
Accrued Interest Payable		4,418			1,250
Accrued Expenses		90,087			191,470
Note Payable		151,851			-
Loan from Stockholder		125,000			125,000
Total Current Liabilities		384,410			323,982

TOTAL LAIBILITIES		384,410			323,982

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; 71,715,503, and 70,351,709, shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively		7,172			7,035
Additional Paid-in-Capital		5,214,906			4,793,468
Accumulated Deficit		(5,016,304	)		(4,322,308	)
Total Stockholders' Equity		209,774			482,195

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	594,184		$	806,177

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

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022

Sales	$	41,904		$	36,181		$	72,226		$	73,781
Cost of Sales		5,361			6,652			10,892			12,173
Gross Margin		36,543			29,529			61,334			61,608

Operating Expenses:
General and Administrative		363,044			293,824			735,339			622,774
Amortization		8,039			-			16,078			-
Total Operating Expenses		371,083			293,824			751,417			622,774

Loss from Operations		(334,540	)		(264,295	)		(690,083	)		(561,166	)

Other Income (Expense):
Other Income		627			234			1,105			670
Interest Expense		(5,018	)		(13	)		(5,018	)		(13	)
Loss on sale of digital assets		-			(221	)		-			(221	)
Total Other Income (Expense)		(4,391	)		-			(3,913	)		436

Loss before Provision for Income Taxes		(338,931	)		(264,295	)		(693,996	)		(560,730	)

Provision for Income Taxes		-			-			-			-

Net Loss	$	(338,931	)		(264,295	)	$	(693,996	)		(560,730	)

Loss per Share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Shares Outstanding:
Basic		71,360,723			71,683,540			70,911,564			71,319,834
Diluted		71,360,723			71,683,540			70,911,564			71,319,834

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

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

For the Six Months Ended June 30, 2023	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		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 Cash		-		-		468,794		47		99,953		-			100,000
Stock Issued for Services		-		-		895,000		90		321,485		-			321,575
Net Loss		-		-		-		-		-		(693,996	)		(693,996	)

Balance, June 30, 2023		40,000,000	$	4,000		71,715,503	$	7,172	$	5,214,906	$	(5,016,304	)	$	209,774

For the Six Months Ended June 30, 2022	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity

Balance, December 31, 2021		40,000,000	$	4,000		70,404,086	$	7,040	$	3,344,890	$	(3,284,087	)	$	71,843

Stock Issued for Cash		-		-		631,530		63		337,437		-			337,500
Stock Issued for Services		-		-		668,388		67		428,513		-			428,580
Net Loss		-		-		-		-		-		(560,730	)		(560,730	)

Balance, June 30, 2022		40,000,000	$	4,000		71,704,004	$	7,170	$	4,110,840	$	(3,844,817	)	$	277,193

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

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VEMANTI GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:

Net Loss	$	(693,996	)	$	(560,730	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		-			371
Loss on Sale of Digital Assets		-			221
Amortization		16,078			-
Stock-Based Compensation		220,192			344,119
Amortization of Debt Discount		1,851			-
Changes in Assets and Liabilities:
Accounts Receivable		(15,292	)		(3,191	)
Prepaid Expenses		184,588			-
Accounts Payable		6,792			15,727
Accrued Interest Payable		3,168			-

Net Cash Used in Operating Activities		(276,619	)		(203,483	)

Cash Flows from Investing Activities:

Sale of Digital Assets		-			5,886

Net Cash provided by Investing Activities		-			5,886

Cash Flows from Financing Activities:

Proceeds from Note Payable		150,000			-
Issuance of Common Stock for Cash		100,000			337,500

Net Cash provided by Financing Activities		250,000			337,500

Net Increase (Decrease) in Cash		(26,619	)		139,903

Cash, Beginning of the Period		257,512			295,937
Cash, End of the Period	$	230,893		$	435,840

Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	-		$	13

Supplemental disclosure of non-cash flow investing and financing activites:
Exchange of Due from Fvndit for intangible assets	$	-		$	25,142
Exchange of intangible assets for assets	$	-		$	321,547
Exchange of Investment in Fvndit for intangible assets	$	-		$	296,405
Accrued stock-based compensation	$	101,383		$	234,516

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

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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 30, 2023, 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 intangible assets.

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 condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, VoiceStep. All significant intercompany transactions and balances have been eliminated. On March 1, 2022, a resolution was approved by the Board of Directors to dissolve Vemanti Digital Ltd. On April 28, 2022, Vemanti Digital was formally dissolved.

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 condensed 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 intangible assets. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2023, and December 31, 2022, the Company had no cash equivalents.

Accounts Receivables

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

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

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Long-Lived Assets

The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at June 30, 2023, and December 31, 2022, 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.

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

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, current liabilities, and notes payable each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. It is not practicable to estimate the fair value of the loan from stockholder due to its related party nature. At June 30, 2023 and December 31, 2022, 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

Management does not believe any 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 – Digital Assets

The following represents the change in digital assets:

Cryptocurrencies	June 30, 2023		December 31, 2022

Beginning balance	$	-	$	6,107
Purchase (sale) of cryptocurrencies		-		(6,107	)
Impairment		-		-
Ending balance	$	-	$	-

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

NOTE 3 – Stockholders’ Equity

Members’ Interest

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

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

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 potential 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 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 June 30, 2023 and December 31, 2022.

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

Preferred stock

The Company has authorized the issuance of 50,000,000 shares of preferred stock, $0.0001 par value. At both June 30, 2023, and December 31, 2022, 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 June 30, 2023, and December 31, 2022, the Company had 71,715,503 shares and 70,351,709 shares of common stock issued and outstanding, respectively.

During the six months ended June 30, 2023, the Company issued 895,000 shares of its common stock valued at $321,575 to consultants in exchange for professional services.

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 contractors and vendors 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 June 30, 2023 and 2022:

	As of June 30, 2023					As of June 30, 2022
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value

Non-Vested, as of December 31, 2022, and 2021		1,947,500		$	0.48		3,093,000		$	0.47

Granted		600,000		$	0.13		405,000		$	0.78
Vested		(722,500	)	$	0.30		(797,500	)	$	0.60
Forfeit		(150,000	)	$	0.33		(290,000	)	$	0.80

Non-Vested, as of June 30, 2023, and 2022		1,675,000		$	0.45		2,410,500		$	0.44

As of June 30, 2023, there was $770,540 of remaining unamortized stock-based compensation expense associated with RSUs, which will be recognized over a weighted average remaining service period of approximately 2 years. The 1,675,000 outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of 320,763 and a weighted average remaining contractual term of 1.09 years.

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

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

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

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 of approximately $25,000 that were due from Fvndit to the Company. As a result of the sale, the Company no longer owns any shares of Fvndit (see note 5).

As of June 30, 2023, and December 31, 2022, this investment had a balance of $0.

NOTE 5 – 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 six-month period ended June 30, 2023:

Intangible Assets	June 30, 2023			December 31, 2022

Beginning balance	$	305,469		$	-
Acquired Intangible Assets:
Proprietary Information		-			321,547
Amortization		(16,078	)		(16,078	)
Ending balance	$	289,391		$	305,469

The proprietary information has a useful life of 10 years and is amortized accordingly.

NOTE 6 – 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 and six months ended June 30, 2023 were $4,723 and $8,413, 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 2022 or for the six months ended June 30, 2023.

The Company pays a member of the CEO’s family for technical services. The total of those payments for the three months and six months ended June 30, 2023 were $10,500 and $21,000, 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. This loan’s maturity date was subsequently extended (see note 9).

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VEMANTI GROUP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 7 – Commitments and Contingencies

Legal Proceedings

On June 29, 2021, the Company filed a complaint against Messrs. Chenyuan Anthony Chen and Ang Hu (the “Defendants”) in the Superior Court of the State of California, County of Orange (the “Complaint”). Pursuant to a Consulting Agreement dated April 1, 2019, by and among the Company and the Defendants (the “Consulting Agreement”), the Company issued to the Defendants 3,250,000 shares of the Company’s common stock (the “Consulting Shares”) as compensation for certain consulting services to be performed by the Defendants. Pursuant to the Complaint, the Company alleges that the Defendants breached the Consulting Agreement by failing to perform such consulting services and thereby seeks injunctive relief to restrain Defendants from sales of the Consulting Shares, the cancellation of the Consulting Shares, and compensatory damages and legal fees. On July 11, 2022, the Company reached a legal settlement with the Defendants to have 3,090,000 of the Consulting Shares returned to the Company. The Consulting Shares have been cancelled as of September 29, 2022.

NOTE 8 – 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 shall pay 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 shall be 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, shall 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 June 30, 2023, the Company is compliant with its financial covenants.

NOTE 9 – Subsequent Events

The Company has evaluated subsequent events through August 14, 2023, 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 June 30, 2023, that require recognition or disclosure in the consolidated financial statements except as follows:

As previously disclosed, on April 18, 2023, Vemanti Group, Inc., entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Benjamin Liu and James Sun (the “Sellers”), as the sole shareholders of DevBlock Technologies, Inc., a Delaware corporation (the “Corporation”), whereby, on the terms and subject to the conditions stated therein, Vemanti will acquire the Corporation.

On July 1, 2023, Vemanti and the Sellers entered into that certain Amendment to the Stock Purchase Agreement (the “Amendment”), which amends the Stock Purchase Agreement to change the outside closing date in Section 7.01(c) of the Stock Purchase Agreement from June 30, 2023 to July 31, 2023 (the “Outside Date”). As of the date hereof, the Outside Date was reached, however, the Stock Purchase Agreement, as amended, does not provide for automatic termination in this event and neither Vemanti or the Sellers have sent, or currently intend to send, a notice terminating the Stock Purchase Agreement. All parties are still working to meet their respective closing conditions.

On July 31, 2023, the Loan from Stockholder’s maturity date was extended to August 5, 2024.

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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 six months ended June 30, 2023, and 2022, we recognized $72,226 and $73,781, respectively, in sales. For the six-month period ended June 30, 2023, and 2022, we incurred a net loss of $693,996 and $560,730, respectively.

As reflected in the unaudited condensed consolidated interim financial statements, we used cash in operations of $276,619 and had a net loss from operations of $690,083 and an accumulated deficit of $5,016,304 as of and for the six months ended June 30, 2023.

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

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Recent Developments

SAAS Agreement

On March 3, 2023, we entered into a Framework SaaS Agreement (the “SaaS Agreement”) with Finastra International Limited, a limited corporation organized under the laws of Wales and the United Kingdom (“Finastra”). The SaaS Agreement will only become effective upon our shares being listed on the Nasdaq Capital Market on or before May 22, 2023 and will have a term of seven years. If we are not successful in having its shares listed on the Nasdaq Capital Market on or before May 22, 2023, the SaaS Agreement has no force and effect.

On May 31, 2023, the Company executed a variation agreement extending the Effective Date of the SaaS agreement to June 22, 2023 (the “Extension”). Except as modified by the Extension, all terms and conditions of the SaaS Agreement shall remain in full force and effect. As of this filing, the parties remain committed to honoring the contract when the Company’s shares are listed on the Nasdaq Capital Market.

If the SaaS Agreement becomes effective, Finastra will license its software and provide development services, SaaS services, maintenance services and other services to us.

Stock Purchase Agreement

On April 18, 2023, Vemanti Group, Inc., entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Benjamin Liu and James Sun (the “Sellers”), as the sole shareholders of DevBlock Technologies, Inc., a Delaware corporation (the “Corporation”), whereby, on the terms and subject to the conditions stated therein, Vemanti will acquire the Corporation.

The Corporation is a technology platform and development company based in Seattle, Washington that specializes in artificial intelligence, machine learning, blockchain, and cloud computing.

This transaction was expected to close on June 30, 2023, but the parties extended until July 31, 2023. The Stock Purchase Agreement, as amended, does not provide for automatic termination in this event and neither Vemanti or the Sellers have sent, or currently intend to send, a notice terminating the Stock Purchase Agreement. All parties remain committed to closing the transaction.

Results of Operations

The six months ended June 30, 2023, compared to the six months ended June 30, 2022

	2023			2022
	Amount			Amount

Sales	$	72,226		$	73,781
Cost of Sales		10,892			12,173
Gross Profit		61,334			61,608
Total Other Income (Expense)		(3,913	)		436
Total Operating Expenses		755,339			622,774
Income Taxes		-			-
Net Loss	$	(693,996	)	$	(560,730	)

Revenues

Revenues were $72,226 for the six months ended June 30, 2023, a decrease of $1,555 or 2.1%, compared to $73,781 in the same period of last year. The slight decrease was due to lower call usage.

Gross Profit and Gross Profit Margin

Gross profit was $61,334 for the six months ended June 30, 2023, compared to $61,608 in the same period of 2022. The decrease was due to lower revenues from lower call volume. Gross margin was 85% and 84% for the six months ended June 30, 2023 and 2022, respectively.

Operating Expenses

Operating expenses were $755,339 for the six months ended June 30, 2023, compared to $622,774 for the same period in 2022, representing an increase of 21.3%, or $132,565. The increase was mainly due to the expenses and stock-based compensation paid to outside consultants and contractors related to the DevBlock acquisition and the Company’s Reg A filing.

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Operating Loss

Total operating loss was $ 690,083 for the six months ended June 30, 2023, compared to $561,166 in the same period of 2022, representing an increase of $128,917 or 23%. The increase was mainly due to increased expenses and stock-based compensation paid to outside consultants and contractors related to the DevBlock acquisition and the Company’s Reg A filing.

As of June 30, 2023, and 2022, there were no significant deferred tax assets, except for a net operating loss carryforward for which a 100% valuation allowance has been provided.

The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of June 30, 2023 and December 31, 2022. The 2019 to 2022 tax years are still subject to federal audit. The 2018 to 2022 tax years are still subject to state audit.

The Company had $2,092,905 and $2,679,077 of net operating loss carryforwards available as of December 31, 2022, and 2021, respectively, for Federal and state tax purposes. The federal net operating loss carryforward does not expire while the state net operating losses expire in various years through 2041.

Net Loss

As a result of the above factors, we had a net loss of $ 693,996 for the six months ended June 30, 2023, compared to a net loss of $560,730 for the same period in 2022.

The three months ended June 30, 2023, compared to the three months ended June 30, 2022

	2023			2022
	Amount			Amount

Sales	$	41,904		$	36,181
Cost of Sales		5,361			6,652
Gross Profit		36,543			29,529
Total Other Income (Expense)		(4,391	)		-
Total Operating Expenses		363,044			293,824
Income Taxes		-			-
Net Loss	$	(338,931	)	$	(264,295	)

Revenues

Revenues were $41,904 for the three months ended June 30, 2023, an increase of $5,723 or 15.8%, compared to $36,181 in the same period of last year. The increase was due to increased prices for the services provided. While sales have increased due to the higher prices, we expect sales to remain at relatively the same levels as previous years as the Company is not adding customers.

Gross Profit and Gross Profit Margin

Gross profit was $36,543 for the three months ended June 30, 2023, compared to $29,529 in the same period of 2022. The increase was due to higher rates charged for the services offered. Gross margin was 87% and 82% for the three months ended June 30, 2023 and 2022, respectively.

Operating Expenses

Operating expenses were $363,044 for the three months ended June 30, 2023, compared to $293,824 for the same period in 2022, representing an increase of 23.6%, or $69,220. The increase was mainly due to the expenses and stock-based compensation paid to outside consultants and contractors related to the DevBlock acquisition and the Company’s Reg A filing.

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Operating Loss

Total operating loss was $334,540 for the three months ended June 30, 2023, compared to $264,295 in the same period of 2022, representing an increase of $70,245 or 26.6%. The increase was mainly due to increased expenses and stock-based compensation paid to outside consultants and contractors related to the DevBlock acquisition and the Company’s Reg A filing.

Net Loss

As a result of the above factors, we had a net loss of $338,931 for the three months ended June 30, 2023, compared to a net loss of $264,295 for the same period in 2022.

LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary uses of cash have been to finance working capital needs. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash balance and operating cash flows.

We may need to raise additional capital to fund our operating expenses, pay our obligations, and grow our Company in the future. Our current resources may be insufficient to satisfy all of our cash requirements and we may seek to sell additional equity or debt securities or obtain a credit facility. Our future operations may be dependent on our ability to secure additional financing. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock.

Currently, the Company has sufficient cash to remain in business for the next 12 months.

The following table sets forth a summary of our cash flows for the periods indicated.

	For the Six Months Ended June 30,
	2023			2022

Net Cash used in Operating Activities	$	(276,619	)	$	(203,483	)
Net Cash provided by Investing Activities		-			5,886
Net Cash provided by Financing Activities		250,000			337,500
Cash at the beginning of the Period		257,512			295,937
Cash at the end of the Period	$	230,893		$	435,840

Operating Activities

Net cash used in operating activities was $276,619 for the six months ended June 30, 2023, as compared to $203,483 used in operating activities for the six months ended June 30, 2022, primarily due to the increased net losses incurred.

Investing Activities

There were no investing activities for the six months ended June 30, 2023, while the Company disposed of a digital asset during the six months ended June 30, 2022.

Financing Activities

Net cash provided by financing activities was $250,000 for the six months ended June 30, 2023, compared to $337,500 for the six months ended June 30, 2022 was due to the Company issuing shares for cash and entering into a one year loan agreement.

Quantitative and Qualitative Disclosures about Market Risks

Not applicable.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable because we are a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

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

Changes in Internal Controls Over Financial Reporting

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

Inherent Limitations on the Effectiveness of Controls

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

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

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

	VEMANTI GROUP INC.

Date: August 14, 2023	By:	/s/ Tan Tran
	Name:	Tan Tran
	Title:	President, Chief Executive Officer

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nullnullnullnull

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 14, 2023
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	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		71,865,503
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 ($)	Jun. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Cash	$ 230,893	$ 257,512
Accounts Receivable, net	16,181	889
Prepaid Expenses	57,719	242,307
Total Current Assets	304,793	500,708
Non-Current Assets:
Intangible Assets, net	289,391	305,469
Total Non-Current Assets	289,391	305,469
TOTAL ASSETS	594,184	806,177
Current Liabilities:
Accounts Payable	13,054	6,262
Accrued Interest Payable	4,418	1,250
Accrued Expenses	90,087	191,470
Note Payable	151,851	0
Loan from Stockholder	125,000	125,000
Total Current Liabilities	384,410	323,982
TOTAL LAIBILITIES	384,410	323,982
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; 71,715,503, and 70,351,709, shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively	7,172	7,035
Additional Paid-in-Capital	5,214,906	4,793,468
Accumulated Deficit	(5,016,304)	(4,322,308)
Total Stockholders' Equity	209,774	482,195
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 594,184	$ 806,177

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value per share	$ 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 per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	71,715,503	70,351,709
Common stock, shares outstanding	71,715,503	70,351,709

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Sales	$ 41,904	$ 36,181	$ 72,226	$ 73,781
Cost of Sales	5,361	6,652	10,892	12,173
Gross Margin	36,543	29,529	61,334	61,608
Operating Expenses:
General and Administrative	363,044	293,824	735,339	622,774
Amortization	8,039	0	16,078	0
Total Operating Expenses	371,083	293,824	751,417	622,774
Loss from Operations	(334,540)	(264,295)	(690,083)	(561,166)
Other Income (Expense):
Other Income	627	234	1,105	670
Interest Expense	(5,018)	(13)	(5,018)	(13)
Loss on sale of digital assets	0	(221)	0	(221)
Total Other Income (Expense)	(4,391)	0	(3,913)	436
Loss before Provision for Income Taxes	(338,931)	(264,295)	(693,996)	(560,730)
Provision for Income Taxes	0	0	0	0
Net Loss	$ (338,931)	$ (264,295)	$ (693,996)	$ (560,730)
Loss per Share:
Basic	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted Average Shares Outstanding:
Basic	71,360,723	71,683,540	70,911,564	71,319,834
Diluted	71,360,723	71,683,540	70,911,564	71,319,834

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		70,404,086	40,000,000
Balance, amount at Dec. 31, 2021	$ 71,843	$ 7,040	$ 4,000	$ 3,344,890	$ (3,284,087)
Stock Issued for Cash, shares		631,530
Stock Issued for Cash, amount	337,500	$ 63	0	337,437	0
Stock Issued for Services, shares		668,388
Stock Issued for Services, amount	428,580	$ 67	0	428,513	0
Net Loss	(560,730)	$ 0	$ 0	0	(560,730)
Balance, shares at Jun. 30, 2022		71,704,004	40,000,000
Balance, amount at Jun. 30, 2022	277,193	$ 7,170	$ 4,000	4,110,840	(3,844,817)
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	(4,322,308)
Stock Issued for Cash, shares		468,794
Stock Issued for Cash, amount	100,000	$ 47	0	99,953	0
Stock Issued for Services, shares		895,000
Stock Issued for Services, amount	321,575	$ 90	0	321,485	0
Net Loss	(693,996)	$ 0	$ 0	0	(693,996)
Balance, shares at Jun. 30, 2023		71,715,503	40,000,000
Balance, amount at Jun. 30, 2023	$ 209,774	$ 7,172	$ 4,000	$ 5,214,906	$ (5,016,304)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net Loss	$ (693,996)	$ (560,730)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation	0	371
Loss on Sale of Digital Assets	0	221
Amortization	16,078	0
Stock-Based Compensation	220,192	344,119
Amortization of Debt Discount	1,851	0
Changes in Assets and Liabilities:
Accounts Receivable	(15,292)	(3,191)
Prepaid Expenses	184,588	0
Accounts Payable	6,792	15,727
Accrued Interest Payable	3,168	0
Net Cash Used in Operating Activities	(276,619)	(203,483)
Cash Flows from Investing Activities:
Sale of Digital Assets	0	5,886
Net Cash provided by Investing Activities	0	5,886
Cash Flows from Financing Activities:
Proceeds from Note Payable	150,000	0
Issuance of Common Stock for Cash	100,000	337,500
Net Cash provided by Financing Activities	250,000	337,500
Net Increase (Decrease) in Cash	(26,619)	139,903
Cash, Beginning of the Period	257,512	295,937
Cash, End of the Period	230,893	435,840
Cash paid for:
Interest	0	13
Supplemental disclosure of non-cash flow investing and financing activites:
Exchange of Due from Fvndit for intangible assets	0	25,142
Exchange of intangible assets for assets	0	321,547
Exchange of Investment in Fvndit for intangible assets	0	296,405
Accrued stock-based compensation	$ 101,383	$ 234,516

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

NOTE 1 - Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

Cash and Cash Equivalents

Accounts Receivables

Equipment

Software licenses	5 years
Computer equipment	5 years

Equipment became fully depreciated as of December 31, 2022.

Intangible Assets

Long-Lived Assets

Revenue Recognition

Stock-Based Compensation

Income Taxes

Basic and Diluted Earnings (Loss) Per Share

Fair Value Measurements

	·	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.

Recent Authoritative Guidance

Digital Assets

6 Months Ended

Jun. 30, 2023

Digital Assets

Digital Assets

NOTE 2 – Digital Assets

The following represents the change in digital assets:

Cryptocurrencies	June 30, 2023		December 31, 2022

Beginning balance	$	-	$	6,107
Purchase (sale) of cryptocurrencies		-		(6,107	)
Impairment		-		-
Ending balance	$	-	$	-

Stockholders Equity

6 Months Ended

Jun. 30, 2023

Stockholders Equity

Stockholders' Equity

NOTE 3 – Stockholders’ Equity

Members’ Interest

Equity Commitment Agreement

Preferred stock

Common stock

During the six months ended June 30, 2023, the Company issued 895,000 shares of its common stock valued at $321,575 to consultants in exchange for professional services.

Stock Incentive Plan

Time-Based Restricted Stock

There are no issued or outstanding RSAs. The following table summarizes the activity related to RSUs subject to time-based vesting requirements for the periods ended June 30, 2023 and 2022:

	As of June 30, 2023					As of June 30, 2022
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value

Non-Vested, as of December 31, 2022, and 2021		1,947,500		$	0.48		3,093,000		$	0.47

Granted		600,000		$	0.13		405,000		$	0.78
Vested		(722,500	)	$	0.30		(797,500	)	$	0.60
Forfeit		(150,000	)	$	0.33		(290,000	)	$	0.80

Non-Vested, as of June 30, 2023, and 2022		1,675,000		$	0.45		2,410,500		$	0.44

Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.)

6 Months Ended

Jun. 30, 2023

Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.)

Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.)

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

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 of approximately $25,000 that were due from Fvndit to the Company. As a result of the sale, the Company no longer owns any shares of Fvndit (see note 5).

As of June 30, 2023, and December 31, 2022, this investment had a balance of $0.

Intangible Assets

6 Months Ended

Jun. 30, 2023

Intangible Assets

Intangible Assets

NOTE 5 – 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 six-month period ended June 30, 2023:

Intangible Assets	June 30, 2023			December 31, 2022

Beginning balance	$	305,469		$	-
Acquired Intangible Assets:
Proprietary Information		-			321,547
Amortization		(16,078	)		(16,078	)
Ending balance	$	289,391		$	305,469

The proprietary information has a useful life of 10 years and is amortized accordingly.

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

NOTE 6 – Related Party Transactions

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

NOTE 7 – Commitments and Contingencies

Legal Proceedings

Note Payable

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

Note Payable

NOTE 8 – Note Payable

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events

Subsequent Events

NOTE 9 – Subsequent Events

On July 31, 2023, the Loan from Stockholder’s maturity date was extended to August 5, 2024.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

Cash and Cash Equivalents

Accounts Receivables

Equipment

Software licenses	5 years
Computer equipment	5 years

Equipment became fully depreciated as of December 31, 2022.

Intangible Assets

Long-Lived Assets

Revenue Recognition

Stock-Based compensation

Income Taxes

Basic and Diluted Earnings (Loss) Per Share

Fair Value Measurements

	·	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.

Recent Authoritative Guidance

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Schedule of Equipment

Software licenses	5 years
Computer equipment	5 years

Digital Assets (Tables)

6 Months Ended

Jun. 30, 2023

Digital Assets

Schedule of Change in Digital Assets

Cryptocurrencies	June 30, 2023		December 31, 2022

Beginning balance	$	-	$	6,107
Purchase (sale) of cryptocurrencies		-		(6,107	)
Impairment		-		-
Ending balance	$	-	$	-

Stockholders Equity (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders Equity

Schedule of Nonvested RSUs

	As of June 30, 2023					As of June 30, 2022
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value

Non-Vested, as of December 31, 2022, and 2021		1,947,500		$	0.48		3,093,000		$	0.47

Granted		600,000		$	0.13		405,000		$	0.78
Vested		(722,500	)	$	0.30		(797,500	)	$	0.60
Forfeit		(150,000	)	$	0.33		(290,000	)	$	0.80

Non-Vested, as of June 30, 2023, and 2022		1,675,000		$	0.45		2,410,500		$	0.44

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Intangible Assets

Schedule of Intangible Assets

Intangible Assets	June 30, 2023			December 31, 2022

Beginning balance	$	305,469		$	-
Acquired Intangible Assets:
Proprietary Information		-			321,547
Amortization		(16,078	)		(16,078	)
Ending balance	$	289,391		$	305,469

Summary of Significant Accounting Policies (Details)	6 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 30, 2023
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)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies
Customer Concentration	50.00%

Digital Assets (Details) - Digital Assets [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Beginning balance	$ 0	$ 6,107
Purchase (Sale) of cryptocurrencies	0	(6,107)
Impairment	0	0
Ending balance	$ 0	$ 0

Stockholders Equity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Non-vested, Beginning Balance	1,947,500	3,093,000
Granted	600,000	405,000
Vested	(722,500)	(797,500)
Forfeited	(150,000)	(290,000)
Non-vested, Ending Balance	1,675,000	2,410,500
Weighted Average Grant Date Fair Value, Beginning Balance	$ 0.48	$ 0.47
Weighted Average Grant Date Fair Value, Granted	0.13	0.78
Weighted Average Grant Date Fair Value, Vested	0.30	0.60
Weighted Average Grant Date Fair Value, Forfeited	0.33	0.80
Weighted Average Grant Date Fair Value, Ending Balance	$ 0.45	$ 0.44

Stockholders Equity (Details Narrative) - USD ($)			1 Months Ended		6 Months Ended
Stockholders Equity (Details Narrative) - USD ($)	Mar. 15, 2022	Apr. 03, 2014	Aug. 24, 2022	Jan. 27, 2014	Jun. 30, 2023	Dec. 31, 2022	Mar. 11, 2022	Mar. 25, 2015	May 01, 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					71,715,503	70,351,709
Common stock, shares outstanding					71,715,503	70,351,709
Stock issued for cash, Shares					895,000
Stock issued for cash, Amount					$ 321,575
Aggregate intrinsic value					$ 320,763
Time-based restricted stock units and restricted stock awards vesting period					vest over 3 to 4 years
VoiceStep [Member]
Membership interest		100.00%		100.00%	50.00%
Business acquisition, purchase price, shares issued		$ 40,000,000
Membership term				90 years
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
Capital					$ 40,000,000
Non-refundable Equity fee			750,000
Common stock, shares			250,000
Description			cashless warrants 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
Restricted Stock Units (RSUs) [Member]
Unamortized stock-based compensation expense					$ 770,540
weighted average remaining service period					2 years
Weighted Average Remaining Contractual Term					1 year 1 month 2 days
Outstanding non-vested shares					1,675,000

Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.) (Details Narrative) - USD ($)	Nov. 13, 2018	Jun. 30, 2023	Jun. 16, 2022	Mar. 16, 2021	Oct. 05, 2020
Investment		$ 0
Accounts receivable			$ 25,000
Directus Holdings, Inc
Equity method investment, purchase price, cash paid	$ 150,000
Equity method investment, ownership percentage	20.00%
Equity method investment, purchase price	$ 300,000
Equity method investment, purchase price, shares issued	1,252,086
Tan Tran
Common stock, shares outstanding, Fvndit					40,500,000
Common stock shares issued by Fvndit					500,000
Common stock shares owned by Mr. Tan Tran and Vemanti					8,500,000
Equity method investment, ownership percentage, owned by Mr. Tan Tran and Vemanti					20.99%
Thomas Duc Tran
Common stock, shares outstanding, Fvndit				43,000,000
Common stock shares issued by Fvndit				2,500,000
Equity method investment, ownership percentage, owned by Mr. Tan Tran and Vemanti				19.77%

Intangible Assets (Details) - USD ($)	6 Months Ended	12 Months Ended
Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Intangible Assets
Beginning balance	$ 305,469	$ 0
Proprietary Information	0	321,547
Amortization	(16,078)	(16,078)
Ending balance	$ 289,391	$ 305,469

Intangible Assets (Details Narrative)	6 Months Ended
Intangible Assets (Details Narrative)	Jun. 30, 2023
Intangible Assets
Intangible Assets useful life	10 years

Related Party Transactions (Details Narrative) - Chief Executive Officer - USD ($)		3 Months Ended	6 Months Ended
	Aug. 06, 2021	Jun. 30, 2023	Jun. 30, 2023
Loan from related parties	$ 125,000
Interest rate	1.00%
Health insurance premium payments		$ 4,723	$ 8,413
Technical services payments made by VoiceStep		$ 10,500	$ 21,000
Term of Loan	12 years

Commitments and Contingencies (Details Narrative) - Consulting Agreement - shares		1 Months Ended
	Jul. 11, 2022	Jun. 29, 2021
Common stock, shares issued to defendants		3,250,000
Returned consulting shares	3,090,000

Note Payable (Details Narrative) - USD ($)	6 Months Ended
Note Payable (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Proceeds from Note Payable	$ 150,000	$ 0
Consulting Agreement
Interest rate	9.00%
Common stock conversion price	$ 0.225
Principal Amount	$ 162,750
Original issue discount	$ 12,750
Term of Loan	12 months
Proceeds from Note Payable	$ 150,000