Vemanti (VMNT) 10-Q 21 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 21, 2024
Cover [Abstract]
Entity Registrant Name	VEMANTI GROUP, INC.
Entity Central Index Key	0001605057
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		73,435,503
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 7,674	$ 0
Prepaid Expenses	13,768	10,000
Accounts Receivable, net - related party	373,733	0
Other Current Assets	307	27
Total Current Assets	395,482	10,027
TOTAL ASSETS	395,482	10,027
Current Liabilities:
Accounts Payable	90,770	2,372
Accounts Payable - related party	108,054	0
Accrued Interest Payable	19,367	0
Accrued Expenses - related party	30,000	0
Note Payable	57,544	0
Note Payable, net - related party	4,031,543	0
Loan from Stockholder - related party	25,000	0
Other Current Payables	0	0
Total Current Liabilities	4,362,278	2,372
Non-Current Liabilities:
Note Payable, net - related party	4,823,464	0
Total Non-Current Liabilities	4,823,464	0
TOTAL LIABILITIES	9,185,742	2,372
STOCKHOLDERS' EQUITY
Common Stock, $0.0001 par value, 500,000,000 shares authorized; 73,435,503 shares issued and outstanding as of June 30, 2024 and Ordinary Shares, no par value 1,000,000 shares issued and outstanding as of December 31, 2023.	7,341	0
Stock Payable	64,540	0
Additional Paid-in-Capital	(28,620,047)	(19,994,000)
Accumulated Deficit	(246,094)	(2,345)
Total Stockholders' Equity	(28,790,260)	(19,992,345)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	395,482	10,027
Preferred B Stock [Member]
Non-Current Liabilities:
Preferred Stock Value	20,000,000	20,000,000
Preferred A Stock [Member]
Non-Current Liabilities:
Preferred Stock Value	$ 4,000	$ 4,000

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, shares outstanding	40,000,000	40,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	73,435,503	1,000,000
Common stock, shares outstanding	73,435,503	1,000,000
Preferred B Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000
Preferred A Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	40,000,000	40,000,000
Preferred stock, shares outstanding	40,000,000	40,000,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Sales, net - related party	$ 579,463	$ 674,967
Operating Expenses:
General and Administrative	530,744	544,166
Total Operating Expenses	530,744	544,166
Profit from Operations	48,719	130,801
Other Income (Expense):
Other Income (Expense)	311	311
Interest Income (Expense)	(221,143)	(374,861)
Total Other Expense	(220,832)	(374,550)
Loss before Provision for Income Taxes	(172,113)	(243,749)
Provision for Income Taxes	0	0
Net Loss	$ (172,113)	$ (243,749)
Loss per Share:
Basic and Diluted Share	$ 0	$ (0.01)
Weighted Average Shares Outstanding:
Basic and Diluted	72,137,311	36,068,655

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - 6 months ended Jun. 30, 2024 - USD ($)	Total	Preferred Stock Mezzanine Equity B Shares	Preferred Stock	Common Stock	Additional Paid-In Capital	Stock Payable	Accumulated Deficit
Balance, shares at Dec. 31, 2023		10,000,000	40,000,000
Balance, amount at Dec. 31, 2023	$ (19,992,345)	$ 20,000,000	$ 4,000	$ 0	$ (19,994,000)	$ 0	$ (2,345)
Effect of purchase of VinHMS software	(8,484,628)				(8,484,628)
Effects of reverse merger, shares				72,465,503
Effects of reverse merger, amount	(271,494)	0	0	$ 7,247	(367,986)	89,245	0
Stock issued for conversion of note payable, shares				220,000
Stock issued for conversion of note payable, amount	30,206	0	0	$ 22	30,184	0	0
Stock issued for professional services, shares				750,000
Stock issued for professional services, amount	171,750	0	0	$ 72	196,383	(24,705)	0
Net Loss	(243,749)	$ 0	$ 0	$ 0	0	0	(243,749)
Balance, shares at Jun. 30, 2024		10,000,000	40,000,000	73,435,503
Balance, amount at Jun. 30, 2024	$ (28,790,260)	$ 20,000,000	$ 4,000	$ 7,341	$ (28,620,047)	$ 64,540	$ (246,094)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	6 Months Ended
	Jun. 30, 2024 USD ($)
Cash Flows from Operating Activities:
Net Loss	$ (243,749)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of discount debt	371,672
Stock-Based Compensation	171,750
Changes in Assets and Liabilities:
Accounts Receivable - related party	(373,733)
Pre-Paid Expenses	(3,768)
Other Assets	(280)
Accounts Payable	82,746
Accounts Payable - related party	108,054
Accrued Expenses	9,891
Accrued Interest Payable	2,975
Net Cash provided by Operating Activities	125,558
Cash Flows from Investing Activities:
Effect of reverse merger	57,116
Net Cash provided by Investing Activities	57,116
Cash Flows from Financing Activities:
Principal Payment on Debt - related party	(100,000)
Principal Payment on Debt	(75,000)
Net Cash used in Financing Activities	(175,000)
Net Increase (Decrease) in Cash	7,674
Cash, Beginning of the Period	0
Cash, End of the Period	7,674
Non-Cash Transactions
Related party acquisition of software asset	8,484,628
Conversion of debt to equity	$ 30,206

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	NOTE 1 - Summary of Significant Accounting Policies Description of Business The Vemanti Group Inc. is focused on revolutionizing the hospitality industry through digital innovation, seamlessly integrating new revenue streams without disrupting existing operations. We are a holding company that operates principally through our wholly owned subsidiary, VinHMS Pte. Ltd. (“VinHMS”). VinHMS was incorporated in Singapore on November 1, 2023. VinHMS is a technology solutions provider specializing in digital transformation for the hospitality industry across Southeast Asia. VinHMS’s native cloud-based platforms focus on reducing overall costs, streamlining processes, enhancing operational efficiency, accelerating new innovations, improving guest experiences, and increasing financial performance for hotel operators utilizing artificial intelligence (AI), machine learning (ML), and proprietary advanced algorithms. In addition to its flagship hospitality management solution, CiHMS, VinHMS offers a suite of products, including asset management (“CiAMS”), theme park management (“CiTMS”), and a digital transformation solution for small hotels (“CiTravel”). Business Combination and Organization On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $20,000,000 through the issuance of 10,000,000 Preferred B Shares and the transfer of 40,000,000 Preferred A Shares from Mr. Tan Tran to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd.. Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024. As of today, no Preferred B shares have been converted. Any conversion can only be executed on or after April 1, 2025. As part of the transaction, Vemanti disposed of VoiceStep LLC thereby transferring it to Mr. Tan Tran. VinHMS Pte. Ltd. is now the only wholly owned subsidiary of Vemanti. The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances: o VinHMS stockholders have 100% of the voting interests of the Preferred A shares; o VinHMS’ CEO has been named as the CEO of the Company; o the directors nominated by VinHMS represent the majority of the board of directors of the Company; o VinHMS is the larger entity, in terms of substantive operations and employee base; o VinHMS’ operations comprise the ongoing operations of the Company. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti. The net assets of Vemanti are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of VinHMS. Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation. Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024, and notes thereto. In preparing these unaudited condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions included in the Company’s unaudited condensed consolidated financial statements relate to allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other assets and intangible assets. The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“US GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated significant operating revenues to cover costs and has funded its operations through the issuance of capital stock and financing. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon the continued support of its controlling shareholders, its ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generating profitable operations. Reclassification Certain amounts reported in the prior year condensed consolidated financial statements have been reclassified to conform to the current year’s presentation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, VinHMS Pte. Ltd. All significant intercompany transactions and balances have been eliminated. Use of Estimates The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other assets and intangible assets. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2024, and December 31, 2023, the Company had no cash equivalents. Accounts Receivables The Company regularly reviews its accounts receivables for collectability and establishes an allowance for doubtful accounts as necessary using the allowance method. The receivables are not collateralized. There was no allowance for doubtful accounts at both June 30, 2024 and December 31, 2023. The Company estimates the ability to collect receivables by performing ongoing credit evaluations of its customers’ financial condition. Estimates are based on assumptions and other considerations, including payment history, credit ratings, customer financial performance, industry financial performance and aging analysis. The Company reviews its accounts receivable by aging category and to identify customers with known disputes or collection issues. In determining the allowance, the Company makes judgments about the creditworthiness of a majority of its customers based on ongoing credit evaluations. The Company also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. Accounts receivables are written-off when they are deemed uncollectible. Equipment Equipment is stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment was provided using the straight-line method for substantially all assets with estimated lives as follows: Software licenses 5 years Computer equipment 5 years As of June 30, 2024 and December 31, 2023, the Company had no equipment to depreciate. Intangible Assets The Company holds intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company has intangible assets related to its hospitality suite of products including: · CiHMS, hospitality management solution; · CiAMS, hospitality asset management; · CiTMS, theme park management; and, · CiTravel, a digital transformation solution for small hotels. The software was acquired from VINHMS Software Production and Trading Joint Stock Company and as such no step-up in basis was recorded on the transaction. As of June 30, 2024, all of the products have been fully amortized. At December 31, 2023, the Company had no intangible assets to amortize. Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company recognizes revenues derived from the subscriptions of its hotel management software. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on a monthly basis. These arrangements stipulate monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue as the services are consumed as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date. Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Revenue is billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customer usage. The Company often bills customers for upfront charges. These charges relate to down payments, implementation fees or prepayments for future services or equipment and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These payments are recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billed and recognized as revenue on a monthly basis as service is provided. The Company uses a related party, VINHMS Software Production and Trading Joint Stock Company (“VinHMS VN”), to collect revenue from its Vietnam customers through a sales and distribution agreement until December 31, 2024, at which time the contracts will be renewed with VinHMS Pte. Ltd. VinHMS pte. Ltd. pays a commission of 15% of sales to VinHMS VN to perform this service. These revenues are recognized net of the 15% commission fees as Vemanti is acting as an agent. Stock-Based Compensation The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation 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, 2024, the Company identified a note payable that is required to be presented on the balance sheet at fair value (see NOTE 7 – Note Payable). At December 31, 2023, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value. Recent Authoritative Guidance In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an Entity’s Own Equity 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.

Preferred B Shares

Preferred B Shares	6 Months Ended
	Jun. 30, 2024
Preferred B Shares
Preferred B Shares	NOTE 2 – Preferred B Shares On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $20,000,000 through the issuance of 10,000,000 Preferred B Shares and the transfer of all 40,000,000 Preferred A Shares from Mr. Tan Tran to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. Each Preferred B share has a liquidation value based upon $2.00 per share and as such is classified as temporary or mezzanine equity. The Preferred B votes on an as converted to common stock basis, and the ratio is the conversion rate at closing, which is 26 shares of common stock to one share of series B preferred stock. Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024. As of today, no Preferred B shares have been converted. Any conversion can only be executed on or after April 1, 2025. The Preferred B shares are presented as mezzanine equity on the balance sheet because they carry a stated value of $2 per share and a deemed liquidation clause. The Preferred B shares have been classified outside of permanent equity and liabilities. The Preferred B shares have conditional obligations that the Company may settle by issuing a fixed number of equity shares, and the monetary value of the obligation is based on a fixed monetary amount known at inception.

Stockholders Equity

Stockholders Equity	6 Months Ended
	Jun. 30, 2024
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. 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. On April 1, 2024, as part of the transaction to acquire VinHMS Pte. Ltd., the Company divested itself of VoiceStep by transferring to Mr. Tan Tran. The transaction to dispose of VoiceStep occurred before the change of control. In the prior 10Q filing dated March 31, 2024, VoiceStep was accounted for as discontinued operations. The net assets divested upon the sale of VoiceStep was $299,281. Equity Commitment Agreement On March 11, 2022, the Company entered into an Equity Investment Agreement (the “Equity Agreement”) with Alpha Sigma Capital Fund, LP (“Alpha Sigma Capital” or “Alpha”). The Equity Agreement outlines an investment structure of up to $2M from Alpha into the Company, allowing the Company to immediately accelerate its business initiatives with PVcomBank under its 10-year partnership agreement. On March 15, 2022, the Company received a Put Notice under this Equity Agreement of $200,000 from Alpha for which it issued 381,530 shares of common stock and a warrant allowing the investor to purchase up to $200,000 in common stock until its expiration under the terms described in the Equity Agreement. On August 24, 2022, the Company engaged Network 1 Financial Securities, Inc. to act as its exclusive financial advisor on a capital raise of up to twenty million ($20,000,000) and its up list to the NASDAQ or NYSE. As part of the agreement, the Company paid a non-refundable equity fee (the “Advisory Fee”) of seven hundred and fifty thousand shares (750,000) shares of common stock of the Company deliverable at the time of signing this engagement agreement and two hundred and fifty thousand (250,000) shares of common stock of the Company deliverable ninety (90) days after signing the engagement agreement. As an additional compensation for Network 1’s services, the Company shall issue Network 1 at each closing, cashless warrants to purchase the number of shares of common stock of the Company equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in each placement. On August 23, 2023, the agreement with Network 1 Financial Securities, Inc. expired, and no further advisory services were rendered. No cashless warrants were issued to Network 1 as of June 30, 2024 and December 31, 2023. Preferred A stock The Company has authorized the issuance of 50,000,000 shares of Preferred A stock, $0.0001 par value. At both June 30, 2024, and December 31, 2023, the Company had 40,000,000 shares of Preferred A stock issued and outstanding. The Articles of Incorporation were amended on May 1, 2014, designating 40,000,000 shares of authorized and issued Preferred A stock of the Company as “Series A Preferred Stock” with voting rights, preferences and powers such that 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. As part of the acquisition of VinHMS Pte. Ltd., the 40,000,000 shares of Series A Preferred Stock were transferred from Mr. Tan Tran to Asian Star Trading & Investment Pte. Ltd. (26,000,000 shares) and Mr. Nguyen Van Hoang (14,000,000 shares). Common stock The Company has authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value. At June 30, 2024, the Company had 73,435,503 shares of common stock issued and outstanding and 1,000,000 ordinary shares issued and outstanding at December 31, 2023. During the three months ended June 30, 2024, the Company issued 750,000 shares of its common stock valued at $171,750 to consultants in exchange for professional services. The shares were valued as of the grant date, with 600,000 vesting immediately and the remaining 150,000 vesting monthly over 48 months. In the 750,000 shares issued, there was $24,705 of shares issued that were in accrued stock payable. The Company also converted $30,206 of the First Fire note payable into 220,000 shares. The shares from the conversion of the First Fire note were valued as of the grant date, and vest immediately. Stock Incentive Plan On March 25, 2015, the Company adopted a stock incentive plan. This plan allows the Board of Directors to issue up to 5,000,000 shares of common stock to employees, directors, or consultants of the Company or its affiliates under terms determined by the Board of Directors. This plan automatically terminates ten years from its date of adoption. As of the date of this report, no stock has been issued under the 2015 Plan. Time-Based Restricted Stock Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) granted to employees under the 2015 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the vesting or lapse of the restrictions, as applicable. RSUs are not considered issued or outstanding common stock until they vest. RSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied. There are no issued or outstanding RSAs. The following table summarizes the activity related to RSUs subject to time-based vesting requirements for the periods ended June 30, 2024 and 2023: As of June 30, 2024 As of June 30, 2023 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-Vested, as of December 31, 2023, and 2022 1,025,000 $ 0.51 1,947,500 $ 0.48 Granted - $ - 600,000 $ 0.13 Vested (225,000 ) $ 0.57 (722,500 ) $ 0.30 Forfeit (375,000 ) $ 0.33 (150,000 ) $ 0.33 Non-Vested, as of June 30, 2024, and 2023 425,000 $ 0.63 1,675,000 $ 0.44 As of June 30, 2024, there was $266,205 of remaining unamortized stock-based compensation expense associated with RSUs, which will be recognized over a weighted average remaining service period of approximately 1 year. The 425,000 outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $80,750 and a weighted average remaining contractual term of 4 months.

Acquisition

Acquisition	6 Months Ended
	Jun. 30, 2024
Acquisition
Acquisition	NOTE 4 – Acquisition On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $20,000,000 through the issuance of 10,000,000 Preferred B Shares and the transfer of 400,000,000 Preferred A Shares from Mr. Tan Tran to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Business Combination”). Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024. As of today, no Preferred B shares have been converted. Any conversion can only be executed on or after April 1, 2025. VinHMS Pte. Ltd. is now the only wholly owned subsidiary of Vemanti. The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the facts and circumstances noted in the Section: “Business Combination and Organization” in Note 1. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti. In the reverse capitalization transaction, the 10,000,000 Preferred B shares issued and the 40,000,000 Preferred A shares that were transferred have been recast as the opening equity of VinHMS Singapore. The effect of the reverse merger on the common shares and the net assets of Vemanti have been shown on a single line in the Condensed Consolidated Statement of Changes in Stockholders’ Equity. The net assets of Vemanti are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of VinHMS. The following table reflects the net assets acquired in the Business Combination: Cash $ 57,116 Accounts Payable (25,760 ) Accrued Interest Payable (16,392 ) Note Payable (161,458 ) Loan from Stockholder (125,000 ) Net Liabilities Acquired $ (271,494 )

Marketing and PR Expenses

Marketing and PR Expenses	6 Months Ended
	Jun. 30, 2024
Marketing and PR Expenses
Marketing and PR Expenses	NOTE 5 – Marketing and PR Expenses On May 29, 2024, the Company entered into an agreement with Outside the Box Capital to provide marketing and distribution services to communicate information about the Company to investors and the wider market. In consideration

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions
Related Party Transactions	NOTE 6 – Related Party Transactions On August 6, 2021, the Company borrowed $125,000 from Mr. Tan Tran, the former CEO and current Chief Strategy Officer. The loan will mature and become payable 12 months from the date of signing. Interest at the rate of 1% will be accrued on the outstanding balance. As of August 5, 2023, this loan’s maturity date was extended to August 5, 2024. On June 21, 2024, the Company repaid $100,000 of the loan. At June 30, 2024, interest expense was $626 and the outstanding balance was $25,000. Additionally, consulting payments totaling $30,000 have been accrued for Mr. Tran. On April 1, 2024, as part of the Business Combination, Mr. Tan transferred his Preferred A shares to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. At June 30, 2024, Mr. Tan no longer holds any Preferred A shares. Additionally, as part of the Business Combination, Vemanti disposed of VoiceStep LLC by transferring it to Mr. Tan Tran. On January 1, 2024, the Company entered into a debt arrangement with VinHMS VN to purchase the hospitality suite of products. Please see Note 7 for the details of the note payable. The Company uses a related party, VINHMS Software Production and Trading Joint Stock Company (“VinHMS VN”), to collect revenue from its Vietnam customers through a sales and distribution agreement until December 31, 2024, at which time the contracts will be renewed with VinHMS Pte. Ltd. VinHMS pte. Ltd. pays a commission of 15% of sales to VinHMS VN to perform this service. At June 30, 2024, net revenue recognized from this relationship was $674,967 with outstanding amounts of accounts receivable of $373,733 and accounts payable of $108,054.

Note Payable

Note Payable	6 Months Ended
	Jun. 30, 2024
Note Payable
Note Payable	NOTE 7 – Note Payable On May 9, 2023 (“Issue Date”), the Company entered into a senior promissory note with Firstfire Global Opportunities Fund, LLC (“Firstfire”), a Delaware limited liability company for the principal sum of $162,750 (the “Principal Amount”). This Note was issued with an original issue discount in the amount of $12,750 (the “OID”) such that the actual amount of the purchase price is $150,000. The Company pays interest on the unpaid Principal Amount at the rate of nine percent (9%) (the “Interest Rate”) per annum from the Issue Date until the note becomes due and payable. The maturity date is twelve (12) months from the Issue Date (the “Maturity Date”) and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees, will be due and payable. Firstfire has the right, on any calendar day, at any time on or following the date that is six (6) calendar months after the Issue Date to convert all or any portion of the then outstanding and unpaid Principal Amount and interest into fully paid and non-assessable shares of Common Stock at a conversion price of $0.225 per share. Under the terms of the note, the Company is required to comply with certain financial and nonfinancial covenants. Any failure by the Company to comply with these covenants and any other obligations under the agreement could result in an event of default, which allows Firstfire to accelerate the repayments of the amounts owed. As of June 30, 2024, the Company is compliant with its financial covenants. At June 30, 2024, interest accrued for this note was $16,814, the amount of OID expensed was $4,471, and with nil remaining discount on this note to be expensed. On May 3, the Company extended the note until August 9, 2024, amending the conversion price to the current market price with a floor of $0.10 and a cap of $0.30. On May 14, 2024 and June 18, 2024, the Company repaid principal of $37,500, respectively. On May 16, 2024, First Fire converted $30,206 of principal to 220,000 shares of common stock at a conversion price of $0.1373 per share. At June 30, 2024, the outstanding balance of the note was $57,544. On January 1, 2024, VinHMS Pte. Ltd. entered into an agreement to purchase the hospitality suite of software products including: · CiHMS, a hospitality management solution; · CiAMS, a hospitality asset management; · CiTMS, a theme park management; and, · CiTravel, a digital transformation solution for small hotels. The total amount for the purchase of the suite of products was $10,000,000 to be paid over a three-year period. The Company has calculated the initial fair value of the loan to be $8,484,687. The loan was discounted over a 3-year period using an interest rate of Prime + 2.5% (8.50% + 2.50%) or 11.00%. The total discount for the loan is $1,515,312 which will be amortized over three years and added to the present value of the loan. At June 30, 2024, the discount amortization for the loan was $370,379, the net discount remaining is $1,144,933 and no principal payments have been made.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies
Commitments and Contingencies	NOTE 8 – Commitments and Contingencies At June 30, 2024, the Company has no outstanding legal proceedings, commitments or contingencies.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events
Subsequent Events	NOTE 9 – Subsequent Events The Company has evaluated subsequent events through August 21, 2024, the date on which the accompanying condensed consolidated financial statements were available to be issued, and concluded that, no material subsequent events have occurred since August 21, 2024, that require recognition or disclosure in the consolidated financial statements except as follows: On July 3, 2024, the Company paid the remaining outstanding principal and interest balance of Mr. Tan Tran’s loan to the Company.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies
Description of Business	The Vemanti Group Inc. is focused on revolutionizing the hospitality industry through digital innovation, seamlessly integrating new revenue streams without disrupting existing operations. We are a holding company that operates principally through our wholly owned subsidiary, VinHMS Pte. Ltd. (“VinHMS”). VinHMS was incorporated in Singapore on November 1, 2023. VinHMS is a technology solutions provider specializing in digital transformation for the hospitality industry across Southeast Asia. VinHMS’s native cloud-based platforms focus on reducing overall costs, streamlining processes, enhancing operational efficiency, accelerating new innovations, improving guest experiences, and increasing financial performance for hotel operators utilizing artificial intelligence (AI), machine learning (ML), and proprietary advanced algorithms. In addition to its flagship hospitality management solution, CiHMS, VinHMS offers a suite of products, including asset management (“CiAMS”), theme park management (“CiTMS”), and a digital transformation solution for small hotels (“CiTravel”).
Business Combination and Organization	On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $20,000,000 through the issuance of 10,000,000 Preferred B Shares and the transfer of 40,000,000 Preferred A Shares from Mr. Tan Tran to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd.. Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024. As of today, no Preferred B shares have been converted. Any conversion can only be executed on or after April 1, 2025. As part of the transaction, Vemanti disposed of VoiceStep LLC thereby transferring it to Mr. Tan Tran. VinHMS Pte. Ltd. is now the only wholly owned subsidiary of Vemanti. The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances: o VinHMS stockholders have 100% of the voting interests of the Preferred A shares; o VinHMS’ CEO has been named as the CEO of the Company; o the directors nominated by VinHMS represent the majority of the board of directors of the Company; o VinHMS is the larger entity, in terms of substantive operations and employee base; o VinHMS’ operations comprise the ongoing operations of the Company. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti. The net assets of Vemanti are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of VinHMS. Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation.
Basis of Presentation	These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024, and notes thereto. In preparing these unaudited condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions included in the Company’s unaudited condensed consolidated financial statements relate to allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other assets and intangible assets. The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“US GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated significant operating revenues to cover costs and has funded its operations through the issuance of capital stock and financing. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon the continued support of its controlling shareholders, its ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generating profitable operations.
Reclassification	Certain amounts reported in the prior year condensed consolidated financial statements have been reclassified to conform to the current year’s presentation.
Principles of Consolidation	The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, VinHMS Pte. Ltd. All significant intercompany transactions and balances have been eliminated.
Use of Estimates	The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, allowances for doubtful accounts, valuation allowance for deferred income taxes and recoverability of other assets and intangible assets. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.
Cash and Cash Equivalents	Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2024, and December 31, 2023, the Company had no cash equivalents.
Accounts Receivables	The Company regularly reviews its accounts receivables for collectability and establishes an allowance for doubtful accounts as necessary using the allowance method. The receivables are not collateralized. There was no allowance for doubtful accounts at both June 30, 2024 and December 31, 2023. The Company estimates the ability to collect receivables by performing ongoing credit evaluations of its customers’ financial condition. Estimates are based on assumptions and other considerations, including payment history, credit ratings, customer financial performance, industry financial performance and aging analysis. The Company reviews its accounts receivable by aging category and to identify customers with known disputes or collection issues. In determining the allowance, the Company makes judgments about the creditworthiness of a majority of its customers based on ongoing credit evaluations. The Company also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. Accounts receivables are written-off when they are deemed uncollectible.
Equipment	Equipment is stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment was provided using the straight-line method for substantially all assets with estimated lives as follows: Software licenses 5 years Computer equipment 5 years As of June 30, 2024 and December 31, 2023, the Company had no equipment to depreciate.
Intangible Assets	The Company holds intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company has intangible assets related to its hospitality suite of products including: · CiHMS, hospitality management solution; · CiAMS, hospitality asset management; · CiTMS, theme park management; and, · CiTravel, a digital transformation solution for small hotels. The software was acquired from VINHMS Software Production and Trading Joint Stock Company and as such no step-up in basis was recorded on the transaction. As of June 30, 2024, all of the products have been fully amortized. At December 31, 2023, the Company had no intangible assets to amortize.
Long-Lived Assets	The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment
Revenue Recognition	The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company recognizes revenues derived from the subscriptions of its hotel management software. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on a monthly basis. These arrangements stipulate monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue as the services are consumed as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date. Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Revenue is billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customer usage. The Company often bills customers for upfront charges. These charges relate to down payments, implementation fees or prepayments for future services or equipment and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These payments are recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billed and recognized as revenue on a monthly basis as service is provided. The Company uses a related party, VINHMS Software Production and Trading Joint Stock Company (“VinHMS VN”), to collect revenue from its Vietnam customers through a sales and distribution agreement until December 31, 2024, at which time the contracts will be renewed with VinHMS Pte. Ltd. VinHMS pte. Ltd. pays a commission of 15% of sales to VinHMS VN to perform this service. These revenues are recognized net of the 15% commission fees as Vemanti is acting as an agent.
Stock-Based compensation	The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation
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, 2024, the Company identified a note payable that is required to be presented on the balance sheet at fair value (see NOTE 7 – Note Payable). At December 31, 2023, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value.
Recent Authoritative Guidance	In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an Entity’s Own Equity 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, 2024
Summary of Significant Accounting Policies
Schedule of estimated lives of Equipment	Software licenses 5 years Computer equipment 5 years

Stockholders Equity (Tables)

Stockholders Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Stockholders Equity
Schedule of Non vested RSUs	As of June 30, 2024 As of June 30, 2023 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-Vested, as of December 31, 2023, and 2022 1,025,000 $ 0.51 1,947,500 $ 0.48 Granted - $ - 600,000 $ 0.13 Vested (225,000 ) $ 0.57 (722,500 ) $ 0.30 Forfeit (375,000 ) $ 0.33 (150,000 ) $ 0.33 Non-Vested, as of June 30, 2024, and 2023 425,000 $ 0.63 1,675,000 $ 0.44

Acquisition (Tables)

Acquisition (Tables)	6 Months Ended
	Jun. 30, 2024
Acquisition
Schedule of net assets acquired in business combination	Cash $ 57,116 Accounts Payable (25,760 ) Accrued Interest Payable (16,392 ) Note Payable (161,458 ) Loan from Stockholder (125,000 ) Net Liabilities Acquired $ (271,494 )

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2024
Software Licenses [Member]
Property, plant and equipment, estimated useful lives	5 years
Computer Equipment [Member]
Property, plant and equipment, estimated useful lives	5 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - Mr. Tan Tran [Member]	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Description of converted shares with the agreement	Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024
Issuance of shares	10,000,000
Acquisition of shares | $	$ 20,000,000
Shares transfered to the related aprty	40,000,000

Preferred B Shares (Detailsn Na

Preferred B Shares (Detailsn Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
VoiceStep [Member]
Capital raised	$ 20,000,000
Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred Shares	40,000,000	40,000,000
Series B Temporary Mezzanine Preferred Stock [Member]
Term of Loan	12 months
Preferred stock, shares par value	$ 2
Preferred Shares	10,000,000
Preferred Stock Mezzanine Equity B Shares
Preferred stock, shares par value	$ 2
Convertable Common share	26
Lock up arrangement period	12 months

Stockholders Equity (Details)

Stockholders Equity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Non-vested, Beginning Balance	1,025,000	1,947,500
Granted	0	600,000
Vested	(225,000)	(722,500)
Forfeited	(375,000)	(150,000)
Non-vested, Ending Balance	425,000	1,675,000
Weighted Average Grant Date Fair Value, Beginning Balance	$ 0.51	$ 0.48
Weighted Average Grant Date Fair Value, Granted	0	0.13
Weighted Average Grant Date Fair Value, Vested	0.57	0.30
Weighted Average Grant Date Fair Value, Forfeited	0.33	0.33
Weighted Average Grant Date Fair Value, Ending Balance	$ 0.63	$ 0.44

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($)			1 Months Ended	6 Months Ended
	Mar. 15, 2022	Apr. 03, 2014	Aug. 24, 2022	Jun. 30, 2024	Apr. 01, 2024	Dec. 31, 2023	Mar. 11, 2022	Mar. 25, 2015	May 01, 2014	Jan. 27, 2014
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				73,435,503		1,000,000
Ordinary shares, issued						1,000,000
Common stock, shares outstanding				73,435,503		1,000,000
Ordinary shares, shares outstanding						1,000,000
Aggregate intrinsic value				$ 80,750
Net assets					$ 299,281
Time-based restricted stock units and restricted stock awards vesting period				vest over 3 to 4 years
Conversion of debt to equity				$ 30,206
Professional Services [Member]
Stock issued for cash, Shares				750,000
Value of shares issued				$ 171,750
Vesting period				48 months
Vested share				600,000
Remaining Vesting share				150,000
Common stock, shares				750,000
Accrued stock payable				$ 24,705
Conversion of debt to equity				$ 30,206
Note payable converted into shares				220,000
VoiceStep [Member]
Membership interest		100%		50%						100%
Business acquisition, purchase price, shares issued		$ 40,000,000
Capital raised				$ 20,000,000
Equity Investment Agreement [Member]
Common stock, shares issued	381,530
Capital raised				$ 20,000,000
Investmenet Receivable							$ 2,000,000
Put Notice, Amount	$ 200,000
Partnership agreement term	10 years
Warrants Issued, Amount	$ 200,000
Non-refundable Equity fee			750,000
Common stock, shares			250,000
Description			cashless warrants to purchase the number of shares of common stock of the Company equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in each placement
Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized								5,000,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized				50,000,000		50,000,000			40,000,000
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
Voting right, description				each share of Series A Preferred Stock shall vote as a class on all issues to which shareholders of common stock have a right to vote but shall have ten (10) votes per share of Series A Preferred stock while the shares of common stock shall have one vote per share
Restricted Stock Units (RSUs) [Member]
Unamortized stock-based compensation expense				$ 266,205
Weighted average remaining service period				1 year
Weighted Average Remaining Contractual Term				4 months
Outstanding non-vested shares				425,000
Mr. Tan Tran [Member]
Shares transfered to the related aprty				40,000,000
Asian Star Trading & Investment Pte. Ltd [Member]
Shares transfered to the related aprty				26,000,000
Mr. Nguyen Van Hoang [Member]
Shares transfered to the related aprty				14,000,000

Acquisition (Details)

Acquisition (Details) - VinHMS [Member]	Jun. 30, 2024 USD ($)
Cash	$ 57,116
Accounts Payable	(25,760)
Accrued Interest Payable	(16,392)
Note Payable	(161,458)
Loan from Stockholder	(125,000)
Net Liabilities Acquired	$ (271,494)

Acquisition (Details Narrative)

Acquisition (Details Narrative)	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Share Exchange Agreement [Member] | April 1, 2024 [Member]
Description of converted shares with the agreement	Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024
Issuance of shares	10,000,000
Shares transferred to related party	400,000,000
Acquisition of shares | $	$ 20,000,000
Series A Preferred Stock [Member]
Reverse capitalization transaction	40,000,000
Series B Preferred Stock [Member]
Reverse capitalization transaction	10,000,000

Marketing and PR Expenses (Deta

Marketing and PR Expenses (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Expenses	$ 13,768	$ 10,000
Common stock, value	7,341	$ 0
May 29, 2024 [Member]
Expenses	$ 120,000
Common stock conversion price	$ 0.20
Common stock, shares	600,000
Common stock, value	$ 120,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended
	Aug. 06, 2021	Jun. 30, 2024	Jun. 30, 2024	Jun. 21, 2024	Dec. 31, 2023
Sales, net - related party		$ 579,463	$ 674,967
Accounts receivable, net - related party		373,733	373,733		$ 0
Accounts payable - related party		108,054	108,054		0
Accrued expenses - related party		$ 30,000	$ 30,000		$ 0
Interest rate		15%	15%
Chief Executive Officer [Member]
Sales, net - related party			$ 674,967
Accounts receivable, net - related party		$ 373,733	373,733
Loan from related parties	$ 125,000
Accounts payable - related party		108,054	108,054
Accrued expenses - related party		$ 30,000	30,000
Reapid Loan	$ 25,000			$ 100,000
Interest rate	1%
Term of Loan	12 months
Accrued and imputed interest			$ 626

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended
	Aug. 09, 2024	May 16, 2024	Jun. 30, 2024	May 14, 2024	Dec. 31, 2023
Interest rate			15%
Amortization of discount debt			$ 371,672
Common stock shares			73,435,503		1,000,000
Consulting Agreement [Member]
Common stock conversion price	$ 0.10	$ 0.1373	$ 0.225
Amortization discount			$ 370,379
Interest rate			9%
Amortization of discount debt			$ 1,515,312
Principal Amount		$ 30,206	162,750	$ 37,500
Market price	$ 0.30
Accrued interest			16,814
Amount of OID expensed			4,471
Discount on note			1,144,933
Original issue discount			$ 12,750
Description			the purchase of the suite of products was $10,000,000 to be paid over a three-year period. The Company has calculated the initial fair value of the loan to be $8,484,687. The loan was discounted over a 3-year period using an interest rate of Prime + 2.5% (8.50% + 2.50%) or 11.00%
Term of Loan			12 months
Common stock shares		220,000
Purchase			$ 10,000,000
Proceeds from Note Payable		$ 57,544	$ 150,000