United States securities and exchange commission logo
May 6, 2021
Tan Tran
Chief Executive Officer
Vemanti Group, Inc.
7545 Irvine Center Dr., Ste 200
Irvine, CA 92618
Re: Vemanti Group, Inc.
Registration
Statement on Form 10-12G
Filed April 9, 2021
File No. 000-56266
Dear Mr. Tran:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G
Business, page 3
1. You indicate throughout
the filing that you will be changing the focus of your business
from providing VOIP
services through VoiceStep to investing in the fintech sector,
including blockchain
projects and applications combined with other emerging
technologies such as
machine learning/artificial intelligence, security and the Internet of
Things. You also
indicate that you will focus on financial technology that can be
conducted via
cryptocurrency and other decentralized monetary mediums and on the
emerging markets of
Vietnam and other Asian countries. Please revise your disclosure to
describe in more detail
your plan of operations for the next 12 months. For example,
address the extent to
which you will continue to operate and support your VoiceStep
service and how your
continued operation of VoiceStep with its operating and net losses
will impact your
strategy going forward. Disclose your anticipated timeline and
Tan Tran
Vemanti Group, Inc.
May 6, 2021
Page 2
expenditures for your new investment strategy. Discuss the regulatory
environment in
Vietnam and other Asian countries regarding peer-to-peer financing
technology such as
that provided by Fvndit as well as your intended investments in
financial technology
conducted via cryptocurrency and other decentralized monetary mediums.
Products, page 4
2. We note your disclosure that you have a 20% interest in Fvndit, Inc
and that your goal is
to become a multi-asset holding investment company. Please revise to
provide the value
of the investment in Fvndit, the material terms of your investment
agreement, and provide
us your analysis as to whether you are an "investment company" as
defined in Section 3 of
the Investment Company Act of 1940 and any exemption you may rely on.
Management s Discussion and Analysis of Financial Condition and Results of
Operations, page
18
3. Please revise to remove the references to the Safe Harbor provisions
of the Securities Act
and the Exchange Act, as they are inapplicable to initial public
offerings, which we
consider your registration statement to be.
Liquidity and Capital Resources, page 22
4. Please disclose the minimum funding required to remain in business for
at least the next
12 months, as well as the minimum number of months that you will be
able to conduct
your planned operations using currently available capital resources.
Refer to Item
303(a)(1) and (2) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 25
5. We note that you have two classes of voting securities consisting of
common stock and
Series A preferred stock. Please revise your beneficial ownership
table to provide
beneficial ownership information for each class of voting securities.
In addition, given the
substantial voting power of Series A preferred stockholders, add a
column to the
beneficial ownership table to disclose the aggregate voting power held
by each person
listed in the table.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
FirstName LastNameTan Tran
6. Revise to include a typed signature in the Report of Independent
Registered Public
Comapany NameVemanti
Accounting Firm. InGroup, Inc. the manual signature of the firm is not
legible. Refer to
this regard,
May 6,Rule
2021302(a)
Page 2of Regulation S-T.
FirstName LastName
Tan Tran
FirstName LastNameTan Tran
Vemanti Group, Inc.
Comapany
May 6, 2021NameVemanti Group, Inc.
May 6,
Page 3 2021 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Cassi Olson