Form 10-12G/A Vemanti Group, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10/A

(Amendment No. 5)

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

 

VEMANTI GROUP, INC.

(Exact name of registrant as specified in its charter)

  

Nevada

 

46-5317552

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

 

92618

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: (949) 559-7200

 

Copies to:

Mark Crone, Esq.

The Crone Law Group, P.C.

500 Fifth Avenue

Suite 938

New York, NY 10110

Telephone: 646-861-7891

  

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

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

 None

 

 None

 

Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, Par Value

 

$0.0001

(Title of class)

 

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

 

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller reporting company

 

 

Emerging growth company

 

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

 

   

FORWARD LOOKING STATEMENTS

 

There are statements in this Registration Statement that are not historical facts or that are based on good faith estimates of management. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Registration Statement carefully, especially the risks discussed under the section entitled “Risk Factors.” Although management believes that the assumptions underlying the forward- looking statements included in this Registration Statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration Statement will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

  

   

TABLE OF CONTENTS

 

 

   

COMMONLY USED DEFINED TERMS

 

Unless otherwise indicated or the context requires otherwise, references in this disclosure to:

 

 

“We,” “us,” “our company,” “our,” “the Company” and “Vemanti” is to Vemanti Group Inc., a Nevada company and its wholly-owned subsidiary VoiceStep Telecom, LLC.

 

All references to “U.S. dollars,” “dollars,” “USD” or “$” are to the legal currency of the United States.

 

“Bitcoin” means the first system of global, decentralized, scarce, digital money as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

 

“Blockchain” means a cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a consensus protocol for confirming new digital pages or “blocks” to be added to the blockchain.

 

“Crypto asset” means any digital asset built using blockchain technology, including cryptocurrencies and stablecoins.

 

“Cryptocurrency” means Bitcoin and alternative coins, or “altcoins”, launched after the success of Bitcoin. This category of crypto asset is designed to work as a medium of exchange, store of value, or to power applications and excludes security tokens.

 

“Cryptoeconomy” means a new open financial system built upon any cryptography-based market, system, application, or decentralized network.

 

“DeFi” means decentralized finance, which is a peer-to-peer software-based network of protocols that can be used to facilitate traditional financial services like borrowing, lending, trading derivatives, insurance, and more through smart contracts.

 

“Ethereum” means a decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or “Ether,” the native digital assets on the Ethereum network.

 

“FMC” means the ability of telecommuni
cations companies to provide their subscribers with services that interact with and use both the fixed networks incumbent wire line and/or cable operators and the mobile/cellular networks of mobile operators.

 

IoT” means Internet of Things, the network of physical objects—”things” or objects—that are embedded with sensors, software, and other technologies for the purpose of connecting and exchanging data with other devices and systems over the internet.

 

“IP” means Internet Protocol, the set of rules governing the format of data sent via the internet or local network.

 

“Mining” means the process by which new blocks are created, and thus new transactions are added to the blockchain.

 

“P2P” means Peer to Peer computing or networking that is a distributed application architecture that partitions tasks or workloads between peers.

 

“PBX” means Private Branch Exchange, a very old fashioned term for a system that has evolved significantly over the past century.

 

 “PC” means personal computer.

 

“SM” means shared memory.

 

“SMS” means short message service.

 

“Smart contract” means software that digitally facilitates or enforces a rules-based agreement or terms between transacting parties.

 

“Stablecoin” means crypto assets designed to minimize price volatility. A stablecoin is designed to track the price of an underlying asset such as fiat money or an exchange-traded commodity (such as precious metals or industrial metals). Stablecoins can be backed by fiat money or other crypto assets.

 

“Staking” means an energy efficient equivalent of mining. Stakers use pools of tokens as collateral to validate transactions and create blocks. In exchange for this service, stakers earn a reward.

 

“VoIP” means Voice over Internet Protocol, a technology that allows you to make voice calls using a broadband Internet connection instead of a regular (or analog) phone line.

 

“Wallet” means a place to store public and private keys for crypto assets. Wallets are typically software, hardware, or paper-based.

 

“Websites” are to our websites at www.vemanti.com, and www.voicestep.com.

 

   

ITEM 1. BUSINESS

 

Corporate History and Structure

 

The CEO of Vemanti, Mr. Tan Tran, together with Mark…

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