Vemanti (VMNT) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
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, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		71,909,858
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56266
Entity Address State Or Province	CA
Entity Tax Identification Number	46-5317552
Entity Interactive Data Current	Yes
Entity Address Address Line 1	7545 Irvine Center Dr.
Entity Address Address Line 2	Ste 200
Entity Address City Or Town	Irvine
Entity Incorporation State Country Code	NV
Entity Address Postal Zip Code	92618
City Area Code	949
Local Phone Number	559-7200

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 435,840	$ 295,937
Accounts receivable	7,606	4,415
Due from Fvndit, Inc.	0	25,142
Digital assets	0	6,107
Total current assets	443,446	331,601
Equipment, net	261	632
Intangible assets	321,547	0
Other assets	0	296,405
TOTAL ASSETS	765,254	628,638
Current liabilities:
Accounts payable	20,229	4,502
Accrued expenses	342,832	427,293
Loan from stockholder	125,000	125,000
Total current liabilities	488,061	556,795
TOTAL LIABILITIES	488,061	556,795
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; 71,704,004 and 70,404,086 shares issued and outstanding as of June 30, 2022, and December 31, 2021, respectively	7,170	7,040
Additional paid-in capital	4,110,840	3,344,890
Accumulated deficit	(3,844,817)	(3,284,087)
Total stockholders' equity	277,193	71,843
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 765,254	$ 628,638

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
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	71,704,004	70,404,086
Common stock, shares outstanding	71,704,004	70,404,086

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Sales	$ 36,181	$ 37,684	$ 73,781	$ 73,927
Cost of sales	6,652	5,049	12,173	10,452
Gross margin	29,529	32,635	61,608	63,475
Operating expenses:
General and administrative expenses	293,824	471,591	622,774	570,747
Total operating expenses	293,824	471,591	622,774	570,747
Loss from operations	(264,295)	(438,956)	(561,166)	(507,272)
Other income (expense):
Other income	420	0	1,041	0
Other expense	(186)	(1,750)	(371)	(1,750)
Interest expense	(13)	0	(13)	0
Impairment of digital assets	0	(2,825)	0	(2,825)
Loss on sale of digital assets	(221)	0	(221)	0
Unrealized loss	0	0	0	(1,651)
Total other income (expense)	0	(4,575)	436	(6,226)
Loss before provision for income taxes	(264,295)	(443,531)	(560,730)	(513,498)
Provision for income taxes	0	800	0	800
Net loss	$ (264,295)	$ (444,331)	$ (560,730)	$ (514,298)
Loss per share:
Basic	$ 0	$ (0.01)	$ (0.01)	$ (0.01)
Diluted	$ 0	$ (0.01)	$ (0.01)	$ (0.01)
Weighted average shares outstanding:
Basic	71,683,540	69,541,308	71,319,834	69,347,898
Diluted	71,683,540	69,541,308	71,319,834	69,347,898

CONDENSED CONSOLIDATED STATEM_2

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, 2020		68,984,086	40,000,000
Balance, amount at Dec. 31, 2020	$ 566,955	$ 6,898	$ 4,000	$ 2,215,020	$ (1,658,963)
Stock issued for cash, shares		380,000
Stock issued for cash, amount	265,000	$ 38	0	264,962	0
Net loss	(69,967)	$ 0	$ 0	0	(69,967)
Balance, shares at Mar. 31, 2021		69,364,086	40,000,000
Balance, amount at Mar. 31, 2021	761,988	$ 6,936	$ 4,000	2,479,982	(1,728,930)
Balance, shares at Dec. 31, 2020		68,984,086	40,000,000
Balance, amount at Dec. 31, 2020	566,955	$ 6,898	$ 4,000	2,215,020	(1,658,963)
Net loss	(514,298)
Balance, shares at Jun. 30, 2021		69,689,086	40,000,000
Balance, amount at Jun. 30, 2021	619,157	$ 6,969	$ 4,000	2,781,449	(2,173,261)
Balance, shares at Mar. 31, 2021		69,364,086	40,000,000
Balance, amount at Mar. 31, 2021	761,988	$ 6,936	$ 4,000	2,479,982	(1,728,930)
Stock issued for cash, shares		175,000
Stock issued for cash, amount	150,000	$ 18	0	148,982	0
Net loss	(444,331)		0		(444,331)
Stock issued for professional services, shares		150,000
Stock issued for professional services, amount	151,500	$ 15	$ 0	151,485	0
Balance, shares at Jun. 30, 2021		69,689,086	40,000,000
Balance, amount at Jun. 30, 2021	619,157	$ 6,969	$ 4,000	2,781,449	(2,173,261)
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
Net loss	(296,435)	$ 0	0	0	(296,435)
Stock issued for professional services, shares		484,214
Stock issued for professional services, amount	336,390	$ 48	$ 0	336,342	0
Balance, shares at Mar. 31, 2022		71,519,830	40,000,000
Balance, amount at Mar. 31, 2022	449,298	$ 7,151	$ 4,000	4,018,669	(3,580,522)
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)
Net loss	$ (560,730)
Stock issued for professional services, shares	668,388
Stock issued for professional services, amount	$ 428,580
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	(3,814,817)
Balance, shares at Mar. 31, 2022		71,519,830	40,000,000
Balance, amount at Mar. 31, 2022	449,298	$ 7,151	$ 4,000	4,018,669	(3,580,522)
Net loss	(264,295)	$ 0	0	0	(264,295)
Stock issued for professional services, shares		184,174
Stock issued for professional services, amount	92,190	$ 19	$ 0	92,171	0
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	$ (3,814,817)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (560,730)	$ (514,298)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized loss from investment in Fvndit	0	1,651
Impairment of digital asset	0	2,825
Loss on sale of digital assets	221	0
Depreciation and amortization	371	371
Stock-based compensation	344,119	151,500
Changes in assets and liabilities:
Accounts receivable	(3,191)	(2,757)
Accounts payable	15,727	9,090
Other current assets	0	(644)
Accrued expenses	0	156,375
Deferred revenues	0	(613)
Net cash used in operating activities	(203,483)	(196,500)
Cash flows from investing activities:
Sale (purchase) of digital assets	5,886	(10,000)
Net cash used in investing activities	5,886	(10,000)
Cash flows from financing activities:
Issuance of common stock for cash	337,500	415,000
Net cash provided by financing activities	337,500	415,000
Net increase in cash	139,903	208,500
Cash, beginning of the period	295,937	243,494
Cash, end of the period	435,840	451,994
Cash paid for:
Interest	13	0
Income tax	0	800
Supplemental disclosure of non-cash flow investing and financing activities:
Exchange of Due from Fvndit for intangible assets	25,142	0
Exchange of intangible assets for assets	321,547	0
Exchange of Investment in Fvndit for intangible assets	$ 296,405	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Registration Statement on Form S-1, which we filed with the Securities and Exchange Commission (“SEC”) on May 3, 2022, 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 consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions included in the Company’s consolidated financial statements relate to allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other 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 subsidiaries, VoiceStep and Vemanti Digital. 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 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. 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, 2022, and December 31, 2021, 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. 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 is provided using the straight-line method for substantially all assets with estimated lives as follows: Software licenses 5 years Computer equipment 5 years Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers 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 Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes 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 Fair Value Measurements The Company applies the provisions of ASC 820-10, ”Fair Value Measurements and Disclosures.” · Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. For certain financial instruments, the carrying amounts reported in the balance sheets for cash, investments, and current liabilities, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. It is not practicable to estimate the fair value of the loan from stockholder due to its related party nature. At June 30, 2022 and December 31, 2021, 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 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 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.

Digital Assets

Digital Assets	6 Months Ended
	Jun. 30, 2022
Digital Assets
Digital Assets	NOTE 2 – Digital Assets The following represents the change in digital assets: June 30, 2022 December 31, 2021 Cryptocurrencies Beginning balance $ 6,107 $ - Purchase (Sale) of cryptocurrencies (6,107 ) 10,000 Impairment - (3,893 ) Ending balance $ - $ 6,107 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.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity
Stockholders' Equity	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. Equity Commitment Agreement On March 11, 2022, the Company entered into an Equity Investment Agreement (the “Agreement”) with Alpha Sigma Capital Fund, LP (“Alpha Sigma Capital” or “ASC”). The Agreement outlines an investment structure of up to $2M from ASC into the Company, allowing the Company to immediately accelerate its business initiatives with PVcomBank under its 10-year partnership agreement. Also, on March 15, 2022, the Company received a Put Notice under this Agreement of $200,000 from ASC 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 Agreement. Preferred stock The Company has authorized the issuance of 50,000,000 shares of preferred stock, $0.0001 par value. At both June 30, 2022, and December 31, 2021, 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, 2022, and December 31, 2021, the Company had 71,704,004 shares and 70,404,086 shares of common stock issued and outstanding, respectively. During the six months ended June 30, 2022, the Company issued 631,530 shares of its common stock for cash of $337,500, and 668,388 shares of its common stock valued at $428,580 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 this 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 period ended June 30, 2022: As of June 30, 2022 As of June 30, 2021 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested, as of December 31, 2021, and 2020 3,093,000 $ 0.47 600,000 $ 0.40 Granted 405,000 $ 0.78 2,700,000 $ 0.43 Vested (797,500 ) $ 0.60 (525,000 ) $ 0.47 Forfeited (290,000 ) $ 0.80 - $ 0.00 Non-vested as of June 30, 2022, and 2021 2,410,500 $ 0.44 2,775,000 $ 0.41 As of June 30, 2022, there was $1,264,003 of remaining unamortized stock-based compensation expense associated with RSUs, which will be recognized over a weighted average remaining service period of approximately 3 years. The 2,410,500 outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $866,333 and a weighted average remaining contractual term of 1.92 years.

Investment in Fvndit, Inc. (for

Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.)	6 Months Ended
	Jun. 30, 2022
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 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. 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 currently 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. This investment had been accounted for under the cost method of accounting since March 16, 2021. As of June 30, 2022, and December 31, 2021, this investment had a balance of $0 and $296,405, respectively, and is reflected in other assets on the accompanying condensed consolidated balance sheets.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2022
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 currently 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 the documentation, copyrights, and proprietary information 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 period ended June 30, 2022: Intangible Assets June 30, 2022 December 31, 2021 Beginning balance, December 31, 2021 $ - $ - Acquired intangible assets: Proprietary Information 321,547 - Ending balance, June 30, 2022 $ 321,547 $ - The proprietary information has a useful life of 10 years and is amortized accordingly.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	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 was $15,364 in 2021. For the three and six months ended June 30, 2022, the totals of those health insurance premiums were $5,283 and $8,696, 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 2021 or for the six months ended June 30, 2021. The Company pays a member of the CEO’s family for technical services. The total of those payments was $53,500 in 2021. For the three and six months ended June 30, 2022, the totals of those payments were $15,245 and $30,527, 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, 2022 this loan’s maturity date was subsequently extended to August 5, 2023.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	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 has reached a legal settlement with the Defendants to have 3,090,000 of the Consulting Shares returned to the Company. The Consulting Shares will be cancelled upon receipt.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	NOTE 8 – Subsequent Events The Company has evaluated subsequent events through August 15, 2022, 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, 2022, that require recognition or disclosure in the consolidated financial statements except as follows: On July 11, 2022, the Company reached a legal settlement with Messrs. Chenyuan Anthony Chen and Ang Hu regarding to the issuance of the Consulting Shares as compensation for certain consulting services to be performed by the Defendants. The Defendants agreed to have 3,090,000 of the Consulting Shares returned to the Company. The Consulting Shares will be cancelled upon receipt. On July 29, 2022, the Board authorized the issuance of 205,854 common shares in exchange for consulting services rendered to the Company. On August 5, 2022 the Company and CEO agreed to extend the $125,000 loan’s maturity date to August 5, 2023.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Registration Statement on Form S-1, which we filed with the Securities and Exchange Commission (“SEC”) on May 3, 2022, 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 consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions included in the Company’s consolidated financial statements relate to allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other 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 subsidiaries, VoiceStep and Vemanti Digital. 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 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. 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, 2022, and December 31, 2021, 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.
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 is provided using the straight-line method for substantially all assets with estimated lives as follows: Software licenses 5 years Computer equipment 5 years
Long-Lived Assets	The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment
Revenue Recognition	The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers 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
Income Taxes	The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes 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
Fair Value Measurements	The Company applies the provisions of ASC 820-10, ”Fair Value Measurements and Disclosures.” · Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. For certain financial instruments, the carrying amounts reported in the balance sheets for cash, investments, and current liabilities, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. It is not practicable to estimate the fair value of the loan from stockholder due to its related party nature. At June 30, 2022 and December 31, 2021, 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 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 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 Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Schedule of Equipment	Software licenses 5 years Computer equipment 5 years

Digital Assets (Tables)

Digital Assets (Tables)	6 Months Ended
	Jun. 30, 2022
Digital Assets
Schedule of Change in Digital Assets	June 30, 2022 December 31, 2021 Cryptocurrencies Beginning balance $ 6,107 $ - Purchase (Sale) of cryptocurrencies (6,107 ) 10,000 Impairment - (3,893 ) Ending balance $ - $ 6,107

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity
Schedule of Nonvested RSUs	As of June 30, 2022 As of June 30, 2021 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested, as of December 31, 2021, and 2020 3,093,000 $ 0.47 600,000 $ 0.40 Granted 405,000 $ 0.78 2,700,000 $ 0.43 Vested (797,500 ) $ 0.60 (525,000 ) $ 0.47 Forfeited (290,000 ) $ 0.80 - $ 0.00 Non-vested as of June 30, 2022, and 2021 2,410,500 $ 0.44 2,775,000 $ 0.41

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2022
Intangible Assets
Schedule of Intangible Assets	Intangible Assets June 30, 2022 December 31, 2021 Beginning balance, December 31, 2021 $ - $ - Acquired intangible assets: Proprietary Information 321,547 - Ending balance, June 30, 2022 $ 321,547 $ -

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2022
Software Licenses [Member]
Property, plant and equipment, estimated useful lives	5 years
Computer Equipment [Member]
Property, plant and equipment, estimated useful lives	5 years

Digital Assets (Details)

Digital Assets (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Beginning balance	$ 0
Ending balance	321,547	$ 0
Digital Assets [Member]
Beginning balance	6,107	0
Purchase (Sale) of cryptocurrencies	(6,107)	10,000
Impairment	0	(3,893)
Ending balance	$ 0	$ 6,107

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Non-vested, Beginning Balance	3,093,000	600,000
Granted	405,000	2,700,000
Vested	(797,500)	(525,000)
Forfeited	(290,000)	0
Non-vested, Ending Balance	2,410,500	2,775,000
Weighted Average Grant Date Fair Value, Beginning Balance	$ 0.47	$ 0.40
Weighted Average Grant Date Fair Value, Granted	0.78	0.43
Weighted Average Grant Date Fair Value, Vested	0.60	0.47
Weighted Average Grant Date Fair Value, Forfeited	0.80	0
Weighted Average Grant Date Fair Value, Ending Balance	$ 0.44	$ 0.41

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended
	Mar. 15, 2022	Jan. 27, 2014	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Mar. 11, 2022	Dec. 31, 2021	Mar. 25, 2015	May 01, 2014
Preferred stock, shares authorized			50,000,000			50,000,000		50,000,000
Preferred stock, shares par value			$ 0.0001			$ 0.0001		$ 0.0001
Preferred stock, shares issued			40,000,000			40,000,000		40,000,000
Preferred stock, shares outstanding			40,000,000			40,000,000		40,000,000
Common stock, shares authorized			500,000,000			500,000,000		500,000,000
Common stock, shares par value			$ 0.0001			$ 0.0001		$ 0.0001
Common stock, shares issued			71,704,004			71,704,004		70,404,086
Common stock, shares outstanding			71,704,004			71,704,004		70,404,086
Stock issued for cash, Shares						631,530
Stock issued for cash, Amount						$ 337,500
Stock issued for professional services,Shares						668,388
Stock issued for professional services, Amount			$ 92,190	$ 336,390	$ 151,500	$ 428,580
VoiceStep [Member]
Membership term		90 years
Equity Investment Agreement [Member]
Common stock, shares issued	381,530
Investmenet Receivable							$ 2,000,000
Put Notice, Amount	$ 200,000
Partnership agreement term	10 years
Warrants Issued, Amount	$ 200,000
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
Preferred stock, shares outstanding										40,000,000
Restricted Stock Units (RSUs) [Member]
Unamortized stock-based compensation expense			$ 1,264,003			$ 1,264,003
weighted average remaining service period						3 years
Weighted Average Remaining Contractual Term						1 year 11 months 1 day
Cost Not yet Recognized, Period for Recognition						3 years
Vesting Period						4 years
Outstanding non-vested shares			2,410,500			2,410,500
Aggregate intrinsic value			$ 866,333			$ 866,333

Investment in Fvndit, Inc. (f_2

Investment in Fvndit, Inc. (formerly Directus Holdings, Inc.) (Details Narrative) - USD ($)	Nov. 13, 2018	Jun. 30, 2022	Jun. 16, 2022	Dec. 31, 2021	Mar. 16, 2021	Oct. 05, 2020
Investment		$ 0		$ 296,405
Accounts receivable			$ 25,000
Tan Tran
Common stock, shares outstanding, Fvndit						40,500,000
Common stock shares issued by Fvndit						500,000
Thomas Duc Tran
Common stock, shares outstanding, Fvndit					43,000,000
Common stock shares issued by Fvndit					2,500,000
Fvndit
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					19.77%	20.99%
Directus Holdings, Inc
Equity method investment, purchase price, cash paid	$ 150,000
Equity method investment, ownership percentage	20%
Equity method investment, purchase price	$ 300,000
Equity method investment, purchase price, shares issued	1,252,086

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Intangible Assets
Beginning balance	$ 0	$ 0
Proprietary Information	321,547	0
Ending balance	$ 321,547	$ 0

Intangible Assets (Details Narr

Intangible Assets (Details Narrative)	6 Months Ended
	Jun. 30, 2022
Intangible Assets
Intangible Assets useful life	10 years

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Chief Executive Officer - USD ($)		3 Months Ended	6 Months Ended
	Aug. 06, 2021	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Loan from related parties	$ 125,000
Interest rate	1%
Health insurance premium payments		$ 5,283	$ 8,696	$ 15,364
Technical services payments made by VoiceStep		$ 15,245	$ 30,527	$ 53,500
Term of Loan	12 years
Maturity date	Aug. 05, 2023

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - Consulting Agreement - USD ($)		1 Months Ended
	Jul. 11, 2022	Jun. 29, 2021
Common stock, shares issued to defendants		3,250,000
Settlement with the Defendants	$ 3,090,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - shares			1 Months Ended	6 Months Ended
	Aug. 05, 2022	Jul. 11, 2022	Jul. 29, 2022	Jun. 30, 2022
Description of Subsequent Event	On August 5, 2022 the Company and CEO agreed to extend the $125,000 loan’s maturity date to August 5, 2023.
Stock issued for professional services,shares				668,388
Subsequent Event [Member]
Stock issued for professional services,shares		3,090,000
Consulting Services | Subsequent Event [Member]
Stock issued for professional services,shares			205,854