|
Singapore
|
| |
8200
|
| |
Not Applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification number) |
|
|
Barry Grossman, Esq.
Benjamin S. Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 |
| |
Rob Condon, Esq.
Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 768-6700 Fax: (212) 768-6800 |
|
| | | |
Emerging growth company
☒
|
|
Title of Each Class of Securities to be Registered
|
| |
Proposed Maximum
Aggregate Offering Price(2) |
| |
Amount of
Registration Fee |
| ||||||
Ordinary shares, no par value per share(1)(3)
|
| | | $ | 46,000,000 | | | | | $ | 5,019 | | |
Warrants to be issued to the representative of the underwriters(4)
|
| | | | — | | | | | | — | | |
Ordinary shares underlying warrants to be issued to the representative of the underwriters(5)
|
| | | $ | 2,875,000 | | | | | $ | 314 | | |
Total
|
| | | $ | 48,875,000 | | | | | $ | 5,333(6) | | |
|
PRELIMINARY PROSPECTUS
|
| |
SUBJECT TO COMPLETION.
|
| |
DATED DECEMBER 30, 2021
|
|
| | |
Per Share
|
| |
Total
|
| ||||||
Initial public offering price
|
| | | $ | | | | | $ | | | ||
Underwriting discounts and commissions(1)
|
| | | $ | | | | | $ | | | ||
Proceeds to us, before expenses
|
| | | $ | | | | | $ | | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 4 | | | |
| | | | 24 | | | |
| | | | 26 | | | |
| | | | 30 | | | |
| | | | 50 | | | |
| | | | 52 | | | |
| | | | 53 | | | |
CAPITALIZATION | | | | | 54 | | |
DILUTION | | | | | 56 | | |
| | | | 58 | | | |
| | | | 73 | | | |
| | | | 75 | | | |
| | | | 82 | | | |
BUSINESS | | | | | 118 | | |
MANAGEMENT | | | | | 190 | | |
| | | | 196 | | | |
| | | | 197 | | | |
| | | | 200 | | | |
| | | | 223 | | | |
| | | | 225 | | | |
UNDERWRITING | | | | | 233 | | |
| | | | 239 | | | |
| | | | 240 | | | |
EXPERTS | | | | | 240 | | |
| | | | 240 | | | |
| | | | 242 | | | |
| | | | F-1 | | |
Summary Income Data:
|
| |
Genius Group
Pro forma Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
Reviewed Financials Six Months Ended (USD 000’s) |
| |
Genius Group
Pro forma Year Ended (USD 000’s) |
| |
Pre-IPO Group
Audited Financials Year Ended (USD 000’s) |
| ||||||||||||||||||||||||
|
June 30,
2021 |
| |
June 30,
2021 |
| |
June 30,
2020 |
| |
December 31,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||||
Sales
|
| | | | 13,918 | | | | | | 6,352 | | | | | | 4,538 | | | | | | 24,206 | | | | | | 7,634 | | | | | | 9,949 | | |
Cost of goods sold
|
| | | | (7,759) | | | | | | (4,710) | | | | | | (2,294) | | | | | | (8,722) | | | | | | (4,134) | | | | | | (5,024) | | |
Gross profit (Loss)
|
| | | | 6,159 | | | | | | 1,642 | | | | | | 2,244 | | | | | | 15,484 | | | | | | 3,500 | | | | | | 4,925 | | |
Other Operating Income
|
| | | | 82 | | | | | | 67 | | | | | | 85 | | | | | | 284 | | | | | | 11 | | | | | | 1,187 | | |
Operating Expenses
|
| | | | (7,925) | | | | | | (3,203) | | | | | | (3,096) | | | | | | (16,062) | | | | | | (6,192) | | | | | | (7,151) | | |
Operating profit (Loss)
|
| | | | (1,684) | | | | | | (1,494) | | | | | | (767) | | | | | | (294) | | | | | | (2,681) | | | | | | (1,039) | | |
Other income
|
| | | | 1,973 | | | | | | — | | | | | | — | | | | | | 1,218 | | | | | | 412 | | | | | | 784 | | |
Other Expense
|
| | | | (202) | | | | | | (183) | | | | | | (643) | | | | | | (1,014) | | | | | | (854) | | | | | | (864) | | |
Net Income (Loss) Before Tax
|
| | |
|
87
|
| | | |
|
(1,677)
|
| | | |
|
(1,410)
|
| | | |
|
(90)
|
| | | |
|
(3,123)
|
| | | |
|
(1,119)
|
| |
Tax Expense
|
| | | | (192) | | | | | | 47 | | | | | | 129 | | | | | | (197) | | | | | | (69) | | | | | | (111) | | |
Net Income (Loss) After Tax
|
| | | | (105) | | | | | | (1,630) | | | | | | (1,281) | | | | | | (287) | | | | | | (3,192) | | | | | | (1,230) | | |
Other Comprehensive Income
|
| | | | 71 | | | | | | 71 | | | | | | (525) | | | | | | 2,129 | | | | | | 2,129 | | | | | | (308) | | |
Total Income (Loss)
|
| | |
|
(34)
|
| | | |
|
(1,559)
|
| | | |
|
(1,806)
|
| | | |
|
1,842
|
| | | |
|
(1,063)
|
| | | |
|
(1,538)
|
| |
Net income per share, basic and diluted
|
| | | | 0.00 | | | | | | (0.10) | | | | | | (0.13) | | | | | | (0.02) | | | | | | (0.25) | | | | | | (0.14) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 18,247,056 | | | | | | 16,155,180 | | | | | | 9,798,478 | | | | | | 14,666,851 | | | | | | 12,575,605 | | | | | | 8,492,924 | | |
| | |
Genius Group
Pro forma Six Months Ended, (USD 000’s) |
| |
Pre-IPO
Group Reviewed Financials Six Months Ended, (USD 000’s) |
| |
Pre-IPO Group
Audited Financials Year Ended, (USD 000’s) |
| |||||||||||||||
| | |
June 30, 2021
|
| |
June 30,2021
|
| |
December31, 2020
|
| |
December31, 2019
|
| ||||||||||||
Summary Balance Sheet Data:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | 30,122 | | | | | | 6,312 | | | | | | 4,937 | | | | | | 5,806 | | |
Total non-current assets
|
| | | | 44,325 | | | | | | 11,852 | | | | | | 12,021 | | | | | | 11,754 | | |
Total Assets
|
| | | | 74,447 | | | | | | 18,164 | | | | | | 16,958 | | | | | | 17,560 | | |
Total current liabilities
|
| | | | 11,669 | | | | | | 5,803 | | | | | | 5,379 | | | | | | 6,202 | | |
Total non-current liabilities
|
| | | | 5,949 | | | | | | 3,336 | | | | | | 3,873 | | | | | | 6,027 | | |
Total Liabilities
|
| | | | 17,618 | | | | | | 9,139 | | | | | | 9,252 | | | | | | 12,229 | | |
Total Shareholders’ Equity
|
| | | | 56,829 | | | | | | 9,025 | | | | | | 7,706 | | | | | | 5,331 | | |
Total Liabilities and Shareholders’ Equity
|
| | | | 74,447 | | | | | | 18,164 | | | | | | 16,958 | | | | | | 17,560 | | |
| | |
Genius Group
Pro forma Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
Reviewed Financials Six Months Ended (USD 000’s) |
| |
Genius Group
Pro forma Year Ended (USD 000’s) |
| |
Pre-IPO Group
Audited Financials Year Ended (USD 000’s) |
| ||||||||||||||||||||||||
|
June 30,
2021 |
| |
June 30,
2021 |
| |
June 30,
2020 |
| |
December 31,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||||
Net Income (Loss)
|
| | | | (105) | | | | | | (1,630) | | | | | | (1,281) | | | | | | (287) | | | | | | (3,192) | | | | | | (1,230) | | |
Tax Expense
|
| | | | 192 | | | | | | (47) | | | | | | (129) | | | | | | 197 | | | | | | 69 | | | | | | 111 | | |
Interest Expense, net
|
| | | | 203 | | | | | | 183 | | | | | | 643 | | | | | | 1,013 | | | | | | 854 | | | | | | 864 | | |
Depreciation and Amortization
|
| | | | 1,112 | | | | | | 793 | | | | | | 979 | | | | | | 2,323 | | | | | | 1,571 | | | | | | 1,262 | | |
Goodwill Impairments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock Based
Compensation |
| | | | 121 | | | | | | 121 | | | | | | 159 | | | | | | 399 | | | | | | 399 | | | | | | 172 | | |
Bad Debt Provision
|
| | | | (39) | | | | | | (39) | | | | | | — | | | | | | 924 | | | | | | 162 | | | | | | — | | |
Adjusted EBITDA
|
| | | | 1,484 | | | | | | (619) | | | | | | 371 | | | | | | 4,569 | | | | | | (137) | | | | | | 1,179 | | |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Number of students
|
| | | | 1,903,726 | | | | | | 3,102 | | | | | | 146,614 | | | | | | 732 | | | | | | 677 | | | | | | 2,054,851 | | |
Number of Free Students
|
| | | | 1,868,171 | | | | | | — | | | | | | 120,246 | | | | | | — | | | | | | — | | | | | | 1,988,417 | | |
Number of Paying Students
|
| | | | 35,555 | | | | | | 3,102 | | | | | | 26,368 | | | | | | 732 | | | | | | 677 | | | | | | 66,434 | | |
Number of Partners
|
| | | | 9,866 | | | | | | 238 | | | | | | 628 | | | | | | 312 | | | | | | 43 | | | | | | 11,087 | | |
Number of countries of
operation |
| | | | 191 | | | | | | 1 | | | | | | 52 | | | | | | 1 | | | | | | 1 | | | | | | 191 | | |
Marketing Spend
|
| | | | 395,114 | | | | | | 110,036 | | | | | | 225,749 | | | | | | 6,074 | | | | | | 31,434 | | | | | | 768,407 | | |
Education Revenue
|
| | | | 5,074,942 | | | | | | 3,488,724 | | | | | | 3,184,343 | | | | | | 478,205 | | | | | | 415,267 | | | | | | 12,641,481 | | |
Revenue from New Paying
Students |
| | | | 1,268,373 | | | | | | 1,672,362 | | | | | | 1,563,898 | | | | | | 239,102 | | | | | | 207,634 | | | | | | 4,951,369 | | |
New Students
|
| | | | 103,206 | | | | | | 281 | | | | | | 15,503 | | | | | | 102 | | | | | | 131 | | | | | | 119,223 | | |
New Paying Students
|
| | | | 1,635 | | | | | | 281 | | | | | | 1,948 | | | | | | 102 | | | | | | 131 | | | | | | 4,097 | | |
Conversion rate
|
| | | | 1.58% | | | | | | N/A | | | | | | 12.57% | | | | | | N/A | | | | | | N/A | | | | | | 3.44% | | |
Average Acquisition Cost per New Paying Student
|
| | | | 181.24 | | | | | | 391.59 | | | | | | 115.89 | | | | | | 59.55 | | | | | | 239.95 | | | | | | 163.44 | | |
Average Annual Revenue per New Paying Student
|
| | | | 775.76 | | | | | | 5,951.47 | | | | | | 802.82 | | | | | | 2,344.14 | | | | | | 1,584.99 | | | | | | 1,208.54 | | |
Net Income (Loss) margin
|
| | | | (7.54%) | | | | | | 12.21% | | | | | | 37.75% | | | | | | (4.39%) | | | | | | 21.91% | | | | | | 10.41% | | |
Adjusted EBITDA margin
|
| | | | (3.20%) | | | | | | 15.10% | | | | | | 47.02% | | | | | | (2.75%) | | | | | | 21.91% | | | | | | 15.34% | | |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Number of students
|
| | | | 1,800,520 | | | | | | 2,821 | | | | | | 131,111 | | | | | | 630 | | | | | | 546 | | | | | | 1,935,628 | | |
Number of Free Students
|
| | | | 1,766,600 | | | | | | — | | | | | | 106,691 | | | | | | — | | | | | | — | | | | | | 1,873,291 | | |
Number of Paying Students
|
| | | | 33,920 | | | | | | 2,821 | | | | | | 24,420 | | | | | | 630 | | | | | | 546 | | | | | | 62,337 | | |
Number of Partners
|
| | | | 9,399 | | | | | | 214 | | | | | | 570 | | | | | | 270 | | | | | | 43 | | | | | | 10,496 | | |
Number of countries of
operation |
| | | | 191 | | | | | | 1 | | | | | | 52 | | | | | | 1 | | | | | | 1 | | | | | | 191 | | |
Marketing Spend
|
| | | | 576,028 | | | | | | 175,141 | | | | | | 287,694 | | | | | | 34,708 | | | | | | 78,586 | | | | | | 1,152,157 | | |
Education Revenue
|
| | | | 5,618,210 | | | | | | 10,078,158 | | | | | | 4,598,750 | | | | | | 1,068,204 | | | | | | 827,675 | | | | | | 22,190,997 | | |
Revenue from New Paying Students
|
| | | | 1,809,457 | | | | | | 2,418,758 | | | | | | 1,603,998 | | | | | | 534,102 | | | | | | 287,890 | | | | | | 6,654,205 | | |
New Students
|
| | | | 247,388 | | | | | | 559 | | | | | | 27,353 | | | | | | 210 | | | | | | 270 | | | | | | 275,780 | | |
New Paying Students
|
| | | | 3,450 | | | | | | 559 | | | | | | 3,277 | | | | | | 210 | | | | | | 270 | | | | | | 7,766 | | |
Conversion rate
|
| | | | 1.39% | | | | | | N/A | | | | | | 11.98% | | | | | | N/A | | | | | | N/A | | | | | | 2.81% | | |
Average Acquisition Cost per New Paying Student
|
| | | | 121.91 | | | | | | 313.31 | | | | | | 148.82 | | | | | | 165.28 | | | | | | 291.06 | | | | | | 154.10 | | |
Average Annual Revenue per New Paying Student
|
| | | | 524.48 | | | | | | 4327 | | | | | | 489.47 | | | | | | 2,543 | | | | | | 1066 | | | | | | 857 | | |
Net Income (Loss) margin
|
| | | | 1.90% | | | | | | 17.91% | | | | | | 22.89% | | | | | | 19.17% | | | | | | 23.16% | | | | | | 15.14% | | |
Adjusted EBITDA margin
|
| | | | 24.38% | | | | | | 21.29% | | | | | | 45.17% | | | | | | 23.36% | | | | | | 28.35% | | | | | | 27.38% | | |
| | |
Cafe
|
| |
Central
|
| |
Resort
|
| |
Total
|
| ||||||||||||
Revenue
|
| | | | 94,451 | | | | | | 648,492 | | | | | | 533,846 | | | | | | 1,276,789 | | |
No of Location
|
| | | | 2 | | | | | | 1 | | | | | | 3 | | | | | | 6 | | |
No of Seats / Room
|
| | | | 141 | | | | | | 177 | | | | | | 49 | | | | | | 367 | | |
Utilization
|
| | | | 13% | | | | | | 39% | | | | | | 14% | | | | | | 22% | | |
Total Orders
|
| | | | 11,211 | | | | | | 40,556 | | | | | | 2,196 | | | | | | 53,963 | | |
Revenue Per Order
|
| | | $ | 8.42 | | | | | $ | 15.99 | | | | | $ | 243.10 | | | | | $ | 23.66 | | |
| | |
Cafe
|
| |
Central
|
| |
Resort
|
| |
Total
|
| ||||||||||||
Revenue
|
| | | | 342,238 | | | | | | 500,629 | | | | | | 1,172,699 | | | | | | 2,015,566 | | |
No of Location
|
| | | | 2 | | | | | | 1 | | | | | | 3 | | | | | | 6 | | |
No of Seats / Room
|
| | | | 141 | | | | | | 177 | | | | | | 49 | | | | | | 367 | | |
Utilization
|
| | | | 20% | | | | | | 24% | | | | | | 26% | | | | | | 24% | | |
Total Orders
|
| | | | 37,185 | | | | | | 36,182 | | | | | | 8,538 | | | | | | 81,905 | | |
Revenue Per Order
|
| | | $ | 9.20 | | | | | $ | 13.84 | | | | | $ | 137.35 | | | | | $ | 24.61 | | |
| | |
Genius Group
Pro forma Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
Reviewed Financials Six Months Ended (USD 000’s) |
| |
Genius Group
Pro forma Year Ended (USD 000’s) |
| |
Pre-IPO Group
Audited Financials Year Ended (USD 000’s) |
| ||||||||||||||||||||||||
|
June 30,
2021 |
| |
June 30,
2021 |
| |
June 30,
2020 |
| |
December 31,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||||
Digital Education Revenue
|
| | | | 12,163 | | | | | | 5,075 | | | | | | 3,068 | | | | | | 20,803 | | | | | | 5,298 | | | | | | 4,771 | | |
In-Person Education
Revenue |
| | | | 478 | | | | | | — | | | | | | 330 | | | | | | 1,388 | | | | | | 320 | | | | | | 746 | | |
Total Education Revenue
|
| | | | 12,641 | | | | | | 5,070 | | | | | | 3,398 | | | | | | 22,191 | | | | | | 5,618 | | | | | | 5,517 | | |
Campus Revenue
|
| | | | 1,277 | | | | | | 1,277 | | | | | | 1,138 | | | | | | 2,016 | | | | | | 2,016 | | | | | | 4,432 | | |
Total Revenue
|
| | | | 13,918 | | | | | | 6,352 | | | | | | 4,538 | | | | | | 24,207 | | | | | | 7,634 | | | | | | 9,949 | | |
| | |
June 30, 2021 (USD)
|
| ||||||||||||
| | |
Actual
|
| |
Pro forma
|
| |
Pro forma
As Adjusted |
| ||||||
Cash and cash equivalents
|
| | | | 2,143,358 | | | | | | 2,880,704 | | | | | |
Capitalization: | | | | | | | | | | | | | | | | |
Long-term debt:
|
| | | | 1,452,547 | | | | | | 2,527,666 | | | | | |
Shareholders’ equity:
|
| | | | 51,734,435 | | | | | | 51,734,435 | | | | | |
16155,810 ordinary shares issued and outstanding on an actual
basis, 18,247,056 ordinary shares issued and outstanding on adjusted pro forma basis to reflect the IPO Acquisitions; [ ] shares issued and outstanding on a pro forma as adjusted basis to reflect the surrender of an aggregate of 23,293,950 ordinary shares by the existing shareholders on [•], 2021 and [•] ordinary shares to be issued in this offering |
| | | | | | | | | | | | | | | |
Accumulated other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | |
Reserve
|
| | | | (31,946,451) | | | | | | (31,946,451) | | | | | |
Accumulated deficit
|
| | | | (10,763,118) | | | | | | (10,763,118) | | | | | |
Total shareholders’ equity
|
| | | | 9,024,866 | | | | | | 9,024,866 | | | | | |
Total capitalization
|
| | | | 10,477,413 | | | | | | 11,552,532 | | | | | |
| | | | | | | | | | | | | | | | |
| | |
Per
Ordinary Share |
| |||
| | |
($)
|
| |||
Assumed initial public offering price per ordinary share . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | | | |
Historic net tangible book value per ordinary share as of June 30, 2021
|
| | | $ | 0.32 | | |
Pro forma increase in net tangible book value (deficit) per share as of June 30, 2021 before giving effect to this offering
|
| | | $ | 0.86 | | |
Pro forma net tangible book value per share as of June 30, 2021
|
| | | $ | 1.18 | | |
Pro forma as adjusted net tangible book value per share after giving effect to this offering
|
| | | | | | |
Pro forma as adjusted dilution per share to investors participating in this offering
|
| | | | | | |
| | | | | | | |
| | |
Ordinary Shares
Purchased |
| |
Total Consideration
|
| |
Average
Price Per Ordinary |
| |||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |
Share
|
| |||||||||
Existing shareholders (Issued)
|
| | | | 16,155,810 | | | | | | | | | 46,421,800 | | | | | | | | $ | 2.87 | | |
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Genius
Group |
| |
University
of Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Adjustments
|
| |
Footnotes
|
| |
Combined
Total |
| ||||||||||||||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 6,352 | | | | | | 3,489 | | | | | | 3,184 | | | | | | 478 | | | | | | 415 | | | | | | — | | | | | | | | | | | | 13,918 | | |
Cost of goods sold
|
| | | | (4,710) | | | | | | (1,712) | | | | | | (1,110) | | | | | | (227) | | | | | | — | | | | | | — | | | | | | | | | | | | (7,759) | | |
Gross profit (Loss)
|
| | | | 1,642 | | | | | | 1,777 | | | | | | 2,074 | | | | | | 251 | | | | | | 415 | | | | | | — | | | | | | | | | | | | 6,159 | | |
Operating Income
|
| | | | 67 | | | | | | — | | | | | | 15 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 82 | | |
Operating Expenses
|
| | | | (3,203) | | | | | | (3,318) | | | | | | (591) | | | | | | (271) | | | | | | (324) | | | | | | (218) | | | | | | 2 | | | | | | (7,925) | | |
Operating profit (Loss)
|
| | | | (1,494) | | | | | | (1,541) | | | | | | 1,498 | | | | | | (20) | | | | | | 91 | | | | | | (218) | | | | | | | | | | | | (1,684) | | |
Other income
|
| | | | — | | | | | | 1,973 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,973 | | |
Other Expense
|
| | | | (183) | | | | | | (5) | | | | | | (13) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | | | | | | | (202) | | |
Net Income (Loss) Before Tax
|
| | | | (1,677) | | | | | | 427 | | | | | | 1,485 | | | | | | (21) | | | | | | 91 | | | | | | (218) | | | | | | | | | | | | 87 | | |
Income Tax
|
| | | | 47 | | | | | | (1) | | | | | | (282) | | | | | | — | | | | | | — | | | | | | 44 | | | | | | 3 | | | | | | (192) | | |
Net Income (Loss) After Tax
|
| | | | (1,630) | | | | | | 426 | | | | | | 1,203 | | | | | | (21) | | | | | | 91 | | | | | | (174) | | | | | | | | | | | | (105) | | |
Other Comprehensive Income
|
| | | | 71 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 71 | | |
Total Income (Loss)
|
| | | | (1,559) | | | | | | 426 | | | | | | 1,203 | | | | | | (21) | | | | | | 91 | | | | | | (174) | | | | | | | | | | | | (34) | | |
Net income per share, basic and diluted
|
| | | | (0.10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | 0.00 | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 16,155,810 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | 18,247,056 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Genius
Group |
| |
University
of Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Adjustments
|
| |
Footnotes
|
| |
Combined
Total |
| ||||||||||||||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 7,634 | | | | | | 10,078 | | | | | | 4,598 | | | | | | 1,068 | | | | | | 828 | | | | | | — | | | | | | | | | | | | 24,206 | | |
Cost of goods sold
|
| | | | (4,134) | | | | | | (2,880) | | | | | | (1,246) | | | | | | (462) | | | | | | — | | | | | | — | | | | | | | | | | | | (8,722) | | |
Gross profit (Loss)
|
| | | | 3,500 | | | | | | 7,198 | | | | | | 3,352 | | | | | | 606 | | | | | | 828 | | | | | | — | | | | | | | | | | | | 15,484 | | |
Operating Income
|
| | | | 12 | | | | | | 6 | | | | | | 26 | | | | | | 240 | | | | | | — | | | | | | — | | | | | | | | | | | | 284 | | |
Operating Expenses
|
| | | | (6,192) | | | | | | (6,164) | | | | | | (2,062) | | | | | | (615) | | | | | | (593) | | | | | | (436) | | | | | | 2 | | | | | | (16,062) | | |
Operating profit (Loss)
|
| | | | (2,680) | | | | | | 1,040 | | | | | | 1,316 | | | | | | 231 | | | | | | 235 | | | | | | (436) | | | | | | | | | | | | (294) | | |
Other income
|
| | | | 412 | | | | | | 806 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,218 | | |
Other Expense
|
| | | | (854) | | | | | | (14) | | | | | | (119) | | | | | | (27) | | | | | | — | | | | | | — | | | | | | | | | | | | (1,014) | | |
Net Income (Loss) Before Tax
|
| | | | (3,122) | | | | | | 1,832 | | | | | | 1,197 | | | | | | 204 | | | | | | 235 | | | | | | (436) | | | | | | | | | | | | (90) | | |
Income Tax
|
| | | | (70) | | | | | | (27) | | | | | | (145) | | | | | | — | | | | | | (43) | | | | | | 88 | | | | | | 3 | | | | | | (197) | | |
Net Income (Loss) After Tax
|
| | | | (3,192) | | | | | | 1,805 | | | | | | 1,052 | | | | | | 204 | | | | | | 192 | | | | | | (348) | | | | | | | | | | | | (287) | | |
Other Comprehensive Income
|
| | | | 2,129 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,129 | | |
Total Income (Loss)
|
| | | | (1,063) | | | | | | 1,805 | | | | | | 1,052 | | | | | | 204 | | | | | | 192 | | | | | | (348) | | | | | | | | | | | | 1,842 | | |
Net income per share, basic and diluted
|
| | | | (0.25) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | (0.02) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 12,575,605 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | 14,666,851 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Genius
Group |
| |
University
of Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Adjustments
|
| |
Footnotes
|
| |
Combined
Total |
| ||||||||||||||||||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 2,143 | | | | | | 567 | | | | | | 164 | | | | | | 4 | | | | | | 4 | | | | | | 11,033 | | | | | | 4 | | | | | | 13,915 | | |
Accounts receivable, net of allowance
|
| | | | 1,006 | | | | | | 5,119 | | | | | | 699 | | | | | | (1) | | | | | | 321 | | | | | | — | | | | | | | | | | | | 7,144 | | |
Other receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Inventory
|
| | | | 98 | | | | | | 63 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 161 | | |
Prepaid expenses and other assets
|
| | | | 3,012 | | | | | | 36 | | | | | | 37 | | | | | | 94 | | | | | | — | | | | | | — | | | | | | | | | | | | 3,179 | | |
Loans receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Loans receivable – related parties
|
| | | | 53 | | | | | | — | | | | | | 5,670 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | | | | | 5,723 | | |
Total Current Assets
|
| | | | 6,312 | | | | | | 5,785 | | | | | | 6,570 | | | | | | 97 | | | | | | 325 | | | | | | 11,033 | | | | | | | | | | | | 30,122 | | |
Non-Current Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 7,504 | | | | | | 1,149 | | | | | | 27 | | | | | | 30 | | | | | | 5 | | | | | | — | | | | | | | | | | | | 8,715 | | |
Intangible assets, net
|
| | | | 1,185 | | | | | | 22 | | | | | | — | | | | | | 555 | | | | | | 207 | | | | | | 7,565 | | | | | | 5 | | | | | | 9,534 | | |
Operating lease right-of-use asset
|
| | | | 1,417 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 1,417 | | |
Investments at fair value
|
| | | | 29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 29 | | |
Goodwill
|
| | | | 1,210 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,307 | | | | | | 5 | | | | | | 24,517 | | |
Other non-current assets
|
| | | | 507 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (500) | | | | | | 4 | | | | | | 7 | | |
Loans receivable – related parties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 106 | | | | | | — | | | | | | | | | | | | 106 | | |
Total Non-Current Assets
|
| | | | 11,852 | | | | | | 1,171 | | | | | | 27 | | | | | | 585 | | | | | | 318 | | | | | | 30,372 | | | | | | | | | | | | 44,325 | | |
Total Assets
|
| | | | 18,164 | | | | | | 6,956 | | | | | | 6,597 | | | | | | 682 | | | | | | 643 | | | | | | 41,405 | | | | | | | | | | | | 74,447 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 1,199 | | | | | | 470 | | | | | | 90 | | | | | | 24 | | | | | | 461 | | | | | | — | | | | | | | | | | | | 2,244 | | |
Accrued expenses and other current liabilities
|
| | | | 1,892 | | | | | | 767 | | | | | | 1,600 | | | | | | 95 | | | | | | — | | | | | | — | | | | | | | | | | | | 4,354 | | |
Deferred revenue
|
| | | | 1,694 | | | | | | 1,718 | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | | | | | | | | | | | 3,411 | | |
Operating lease liabilities
|
| | | | 564 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 564 | | |
Loans payable
|
| | | | 70 | | | | | | 27 | | | | | | 115 | | | | | | 73 | | | | | | — | | | | | | — | | | | | | | | | | | | 285 | | |
Loans payable – related parties
|
| | | | 384 | | | | | | — | | | | | | 1 | | | | | | 7 | | | | | | — | | | | | | — | | | | | | 10 | | | | | | 392 | | |
Income tax payable
|
| | | | — | | | | | | 1 | | | | | | 418 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 419 | | |
Total current liabilities
|
| | | | 5,803 | | | | | | 2,983 | | | | | | 2,224 | | | | | | 198 | | | | | | 461 | | | | | | — | | | | | | | | | | | | 11,669 | | |
Non-Current Liabilities
|
| | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | | 1,056 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 1,056 | | |
Loans payable
|
| | | | 116 | | | | | | 109 | | | | | | 343 | | | | | | 624 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,192 | | |
Loans payable – related parties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | |
Genius
Group |
| |
University
of Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Adjustments
|
| |
Footnotes
|
| |
Combined
Total |
| ||||||||||||||||||||||||
Convertible Debt Obligation
|
| | | | 1,336 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,336 | | |
Other non-current liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | — | | | | | | — | | | | | | | | | | | | 8 | | |
Deferred Tax Liability
|
| | | | 828 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,529 | | | | | | 7 | | | | | | 2,357 | | |
Total Non-Current liabilities
|
| | | | 3,336 | | | | | | 109 | | | | | | 343 | | | | | | 632 | | | | | | — | | | | | | 1,529 | | | | | | | | | | | | 5,949 | | |
Total liabilities
|
| | | | 9,139 | | | | | | 3,092 | | | | | | 2,567 | | | | | | 830 | | | | | | 461 | | | | | | 1,529 | | | | | | | | | | | | 17,618 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 50,751 | | | | | | 710 | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,094 | | | | | | 8 | | | | | | 98,555 | | |
Minority Interest
|
| | | | 2,884 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,884 | | |
Subscriptions receivable
|
| | | | (1,901) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (1,901) | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Treasury stock, at cost
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accumulated other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | — | | |
Retained earnings
|
| | | | (10,763) | | | | | | 3,154 | | | | | | 4,030 | | | | | | (148) | | | | | | 182 | | | | | | (7,218) | | | | | | 8 | | | | | | (10,763) | | |
Reserves
|
| | | | (31,946) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (31,946) | | |
Total Stockholders’ Equity
|
| | | | 9,025 | | | | | | 3,864 | | | | | | 4,030 | | | | | | (148) | | | | | | 182 | | | | | | 39,876 | | | | |
|
—
|
| | | | | 56,829 | | |
Total Liabilities and Stockholders’ Equity
|
| | | | 18,164 | | | | | | 6,956 | | | | | | 6,597 | | | | | | 682 | | | | | | 643 | | | | | | 41,306 | | | | |
|
—
|
| | | | | 74,348 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
University of Antelope
Valley |
| |
Property Investors
Network |
| |
Education Angels
|
| |
E-Square
|
| |
Total
|
| |||||||||||||||
Developed Content
|
| | | | 2,500,000 | | | | | | 97,244 | | | | | | 702,489 | | | | | | 151,645 | | | | | | 3,451,378 | | |
Customer relationships
|
| | | | 500,000 | | | | | | 13,836 | | | | | | 99,948 | | | | | | 21,576 | | | | | | 635,360 | | |
Amortization
|
| | | | (160,714) | | | | | | (5,850) | | | | | | (42,264) | | | | | | (9,123) | | | | | | (217,951) | | |
| | |
University of Antelope
Valley |
| |
Property Investors
Network |
| |
Education Angels
|
| |
E-Square
|
| |
Total
|
| |||||||||||||||
Developed Content
|
| | | | 2,500,000 | | | | | | 97,244 | | | | | | 702,489 | | | | | | 151,645 | | | | | | 3,451,378 | | |
Customer relationships
|
| | | | 500,000 | | | | | | 13,836 | | | | | | 99,948 | | | | | | 21,576 | | | | | | 635,360 | | |
Amortization
|
| | | | (321,429) | | | | | | (11,701) | | | | | | (84,527) | | | | | | (18,247) | | | | | | (435,904) | | |
| | |
University of
Antelope Valley |
| |
Property Investors
Network |
| |
Education Angels
|
| |
E-Square
|
| |
Total
|
| |||||||||||||||
Income Tax Rate
|
| | | | 21% | | | | | | 25% | | | | | | 15% | | | | | | 28% | | | | | | | | |
Income Tax Provision
|
| | | | 33,750 | | | | | | 1,463 | | | | | | 6,340 | | | | | | 2,555 | | | | | | 44,108 | | |
| | |
University of
Antelope Valley |
| |
Property Investors
Network |
| |
Education Angels
|
| |
E-Square
|
| |
Total
|
| |||||||||||||||
Income Tax Rate
|
| | | | 21% | | | | | | 25% | | | | | | 15% | | | | | | 28% | | | | | | | | |
Income Tax Provision
|
| | | | 67,500 | | | | | | 2,925 | | | | | | 12,679 | | | | | | 5,109 | | | | | | 88,213 | | |
|
IPO Proceeds
|
| | | | 40,000,000 | | |
|
Underwriting Cost
|
| | | | -3,400,000 | | |
|
Other IPO Cost
|
| | | | -950,000 | | |
|
Acquisition Cash Settlement
|
| | | | -25,117,402 | | |
|
Cash Adjustment to Pro forma
|
| | | | 10,532,598 | | |
| | | | | | | | |
| | |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| |||||||||||||||
No of Shares
Issued |
| | | | 1,032,408 | | | | | | 697,494 | | | | | | 361,344 | | | | | | — | | | | | | 2,091,246 | | |
Share Price
|
| | | | 5.81 | | | | | | 5.81 | | | | | | 5.81 | | | | | | 5.81 | | | | | | 5.81 | | |
Share Value
|
| | | | 6,000,000 | | | | | | 4,053,614 | | | | | | 2,100,000 | | | | | | — | | | | | | 12,153,614 | | |
Cash Consideration
|
| | | | 24,000,000 | | | | | | 450,402 | | | | | | — | | | | | | 667,000 | | | | | | 25,117,402 | | |
Purchase Consideration
|
| | | | 30,000,000 | | | | | | 4,504,016 | | | | | | 2,100,000 | | | | | | 667,000 | | | | | | 37,271,016 | | |
Net Working Capital
|
| | | | 2,801,781 | | | | | | 4,346,127 | | | | | | (100,686) | | | | | | (136,347) | | | | | | 6,910,875 | | |
Property and equipment, net
|
| | | | 1,149,849 | | | | | | 26,526 | | | | | | 29,262 | | | | | | 4,824 | | | | | | 1,210,461 | | |
Intangible Assets
|
| | | | 21,886 | | | | | | — | | | | | | 554,682 | | | | | | 206,682 | | | | | | 783,250 | | |
Operating Lease Asset
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other Non-Current Assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | 106,806 | | | | | | 106,806 | | |
| | |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| |||||||||||||||
Loan Payable
|
| | | | (109,165) | | | | | | (342,902) | | | | | | (623,052) | | | | | | — | | | | | | (1,075,119) | | |
Convertible Debt Obligation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lease Liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other Non-Current Liabilities
|
| | | | — | | | | | | — | | | | | | (8,310) | | | | | | — | | | | | | (8,310) | | |
| | | | | 3,864,351 | | | | | | 4,029,751 | | | | | | (148,104) | | | | | | 181,965 | | | | | | 7,927,963 | | |
Developed Content (10 Years)
|
| | | | 2,500,000 | | | | | | 97,244 | | | | | | 702,489 | | | | | | 151,645 | | | | | | 3,451,378 | | |
Trade names and trademarks
|
| | | | 2,500,000 | | | | | | 100,011 | | | | | | 722,479 | | | | | | 155,961 | | | | | | 3,478,451 | | |
Customer relationships (7 Years)
|
| | | | 500,000 | | | | | | 13,836 | | | | | | 99,948 | | | | | | 21,576 | | | | | | 635,360 | | |
Intangible Assets (Net)
|
| | | | 5,500,000 | | | | | | 211,091 | | | | | | 1,524,916 | | | | | | 329,182 | | | | | | 7,565,189 | | |
Goodwill
|
| | | | 20,635,649 | | | | | | 263,174 | | | | | | 723,188 | | | | | | 155,853 | | | | | | 21,777,864 | | |
Adjustment to Goodwill (As per
Note 7) |
| | | | 1,155,000 | | | | | | 52,773 | | | | | | 228,737 | | | | | | 92,171 | | | | | | 1,528,681 | | |
Total Goodwill
|
| | | | 21,790,649 | | | | | | 315,947 | | | | | | 951,925 | | | | | | 248,024 | | | | | | 23,306,545 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
University
of Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| |||||||||||||||
Tax Rate
|
| | | | 21% | | | | | | 25% | | | | | | 15% | | | | | | 28% | | | | | | | | |
Purchase Accounting Adjustment
|
| | | | 1,155,000 | | | | | | 52,773 | | | | | | 228,737 | | | | | | 92,171 | | | | | | 1,528,681 | | |
Total Deferred Tax Liability
|
| | | | 1,155,000 | | | | | | 52,773 | | | | | | 228,737 | | | | | | 92,171 | | | | | | 1,528,681 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Genius
Group |
| |
University
of Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Entrepreneur
Resorts |
| |
TOTAL
|
| |||||||||||||||||||||
Share Issue for Acquisition
|
| | | | 12,153,614 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,153,614 | | |
Share Issue for IPO (Net of IPO Cost)
|
| | | | 35,650,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,650,000 | | |
Share Capital (Elimination)
|
| | | | | | | | | | (710,000) | | | | | | (9) | | | | | | — | | | | | | (21) | | | | | | — | | | | | | (710,030) | | |
Total Adjustment Share Capital
|
| | | | 47,803,614 | | | | | | (710,000) | | | | | | (9) | | | | | | — | | | | | | (21) | | | | | | — | | | | | | 47,093,584 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Genius
Group |
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Entrepreneur
Resorts Ltd |
| |
TOTAL
|
| |||||||||||||||||||||
Retained Earnings (Elimination)
|
| | | | — | | | | | | (3,154,351) | | | | | | (4,029,741) | | | | | | 148,104 | | | | | | (181,944) | | | | | | — | | | | | | (7,217,932) | | |
Total Adjustment Retained Earning
|
| | | | — | | | | | | (3,154,351) | | | | | | (4,029,741) | | | | | | 148,104 | | | | | | (181,944) | | | | | | — | | | | | | (7,217,932) | | |
| | |
Genius Group
Pro forma Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
Reviewed Financials Six Months Ended (USD 000’s) |
| |
Genius Group
Pro forma Year Ended (USD 000’s) |
| |
Pre-IPO Group
Audited Financials Year Ended (USD 000’s) |
| ||||||||||||||||||||||||
|
June 30, 2021
|
| |
June 30, 2021
|
| |
June 30, 2020
|
| |
December 31, 2020
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||||
Total Income (Loss) After Tax
|
| | | | (105) | | | | | | (1,630) | | | | | | (1,281) | | | | | | (287) | | | | | | (3,192) | | | | | | (1,230) | | |
Number of shares outstanding, basic and diluted
|
| | | | 18,247,056 | | | | | | 16,155,810 | | | | | | 9,831,684 | | | | | | 18,247,056 | | | | | | 16,155,810 | | | | | | 9,742,998 | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 18,247,056 | | | | | | 16,155,810 | | | | | | 9,798,478 | | | | | | 14,666,851 | | | | | | 12,575,605 | | | | | | 8,492,924 | | |
Net income (Loss) per share, basic and diluted
|
| | | | (0.01) | | | | | | (0.10) | | | | | | (0.13) | | | | | | (0.02) | | | | | | (0.25) | | | | | | (0.14) | | |
| | |
Mastermind
Principles (GBP 000’s) |
| |
Property
Investors Network (GBP 000’s) |
| |
Elimination
(GBP 000’s) |
| |
Total
(GBP 000’s) |
| |
Total
(USD 000’s) |
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 94 | | | | | | 24 | | | | | | — | | | | | | 118 | | | | | | 164 | | |
Accounts receivable, net of allowance
|
| | | | 425 | | | | | | 79 | | | | | | — | | | | | | 504 | | | | | | 699 | | |
Other receivable
|
| | | | 1,554 | | | | | | — | | | | | | — | | | | | | 1,554 | | | | | | 2,157 | | |
Inventory
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Prepaid expenses and other assets
|
| | | | 27 | | | | | | — | | | | | | — | | | | | | 27 | | | | | | 37 | | |
Loans receivable – current portion
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties – current portion
|
| | | | 2,482 | | | | | | 748 | | | | | | (699) | | | | | | 2,531 | | | | | | 3,513 | | |
Total Current Assets
|
| | | | 4,582 | | | | | | 851 | | | | | | -699 | | | | | | 4,734 | | | | | | 6,570 | | |
Property and equipment, net
|
| | | | 18 | | | | | | 1 | | | | | | — | | | | | | 19 | | | | | | 27 | | |
Intangible assets, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Operating lease right-of-use asset
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Investments at fair value
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other non-current assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties – non-current
portion |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Assets
|
| | | | 4,600 | | | | | | 852 | | | | | | -699 | | | | | | 4,753 | | | | | | 6,597 | | |
Liabilities and Stockholders’ Equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 60 | | | | | | 5 | | | | | | — | | | | | | 65 | | | | | | 90 | | |
Accrued expenses and other current liabilities
|
| | | | 1,020 | | | | | | 133 | | | | | | — | | | | | | 1,153 | | | | | | 1,600 | | |
Deferred revenue
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Operating lease liabilities – current portion
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loans payable – current portion
|
| | | | 82 | | | | | | — | | | | | | — | | | | | | 82 | | | | | | 115 | | |
Loans payable – related parties – current portion
|
| | | | 699 | | | | | | 1 | | | | | | (699) | | | | | | 1 | | | | | | 1 | | |
Income tax payable
|
| | | | 301 | | | | | | — | | | | | | — | | | | | | 301 | | | | | | 418 | | |
| | |
Mastermind
Principles (GBP 000’s) |
| |
Property
Investors Network (GBP 000’s) |
| |
Elimination
(GBP 000’s) |
| |
Total
(GBP 000’s) |
| |
Total
(USD 000’s) |
| |||||||||||||||
Total current liabilities
|
| | | | 2,162 | | | | | | 139 | | | | | | -699 | | | | | | 1,602 | | | | | | 2,224 | | |
Operating lease liabilities – non
current portion |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans payable – non current portion
|
| | | | 198 | | | | | | 49 | | | | | | — | | | | | | 247 | | | | | | 343 | | |
Loans payable – related parties – noncurrent
portion |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Convertible debt obligations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other non-current liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Deferred Tax Liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total liabilities
|
| | | | 2,360 | | | | | | 188 | | | | | | -699 | | | | | | 1,849 | | | | | | 2,567 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 0 | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | 0 | | |
Minority Interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Subscriptions receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Treasury stock, at cost
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accumulated other comprehensive income
(loss) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Retained earnings
|
| | | | 2,240 | | | | | | 664 | | | | | | — | | | | | | 2,904 | | | | | | 4,030 | | |
Reserves
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Total Stockholders’ Equity
|
| | | | 2,240 | | | | | | 664 | | | | | | 0 | | | | | | 2,904 | | | | | | 4,030 | | |
Total Liabilities and Stockholders’ Equity
|
| | | | 4,600 | | | | | | 852 | | | | | | -699 | | | | | | 4,753 | | | | | | 6,597 | | |
|
| | |
Mastermind
Principles (GBP 000’s) |
| |
Property
Investors Network (GBP 000’s) |
| |
Elimination
(GBP 000’s) |
| |
Total
(GBP 000’s) |
| |
Total
(USD 000’s) |
| |||||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 1,530 | | | | | | 764 | | | | | | — | | | | | | 2,294 | | | | | | 3,184 | | |
Cost of goods sold
|
| | | | (460) | | | | | | (340) | | | | | | — | | | | | | (800) | | | | | | (1,110) | | |
Gross profit (Loss)
|
| | | | 1,070 | | | | | | 424 | | | | | | — | | | | | | 1,494 | | | | | | 2,074 | | |
Other Operating Income
|
| | | | 11 | | | | | | — | | | | | | — | | | | | | 11 | | | | | | 15 | | |
Operating Expenses
|
| | | | (377) | | | | | | (49) | | | | | | — | | | | | | (426) | | | | | | (591) | | |
Operating profit (Loss)
|
| | | | 704 | | | | | | 375 | | | | | | — | | | | | | 1,079 | | | | | | 1,498 | | |
Other income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Mastermind
Principles (GBP 000’s) |
| |
Property
Investors Network (GBP 000’s) |
| |
Elimination
(GBP 000’s) |
| |
Total
(GBP 000’s) |
| |
Total
(USD 000’s) |
| |||||||||||||||
Other Expense
|
| | | | (7) | | | | | | (2) | | | | | | — | | | | | | (9) | | | | | | (13) | | |
Net Income (Loss) Before Tax
|
| | | | 697 | | | | | | 373 | | | | | | — | | | | | | 1,070 | | | | | | 1,485 | | |
Tax Expense
|
| | | | (132) | | | | | | (71) | | | | | | — | | | | | | (203) | | | | | | (282) | | |
Net Income (Loss) After Tax
|
| | | | 565 | | | | | | 302 | | | | | | — | | | | | | 1,867 | | | | | | 1,203 | | |
Other Comprehensive Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Income (Loss)
|
| | | | 565 | | | | | | 302 | | | | | | — | | | | | | 1,867 | | | | | | 1,203 | | |
| | |
Mastermind
Principles (GBP 000’s) |
| |
Property
Investors Network (GBP 000’s) |
| |
Elimination
(GBP 000’s) |
| |
Total
(GBP 000’s) |
| |
Total
(USD 000’s) |
| |||||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 2,790 | | | | | | 575 | | | | | | — | | | | | | 3,365 | | | | | | 4,598 | | |
Cost of goods sold
|
| | | | (805) | | | | | | (107) | | | | | | — | | | | | | (912) | | | | | | (1,246) | | |
Gross profit (Loss)
|
| | | | 1,985 | | | | | | 468 | | | | | | — | | | | | | 2,453 | | | | | | 3,352 | | |
Other Operating Income
|
| | | | 19 | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 26 | | |
Operating Expenses
|
| | | | (1,389) | | | | | | (120) | | | | | | — | | | | | | (1,509) | | | | | | (2,062) | | |
Operating profit (Loss)
|
| | | | 615 | | | | | | 348 | | | | | | — | | | | | | 963 | | | | | | 1,316 | | |
Other income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other Expense
|
| | | | (59) | | | | | | (28) | | | | | | — | | | | | | (87) | | | | | | (119) | | |
Net Income (Loss) Before Tax
|
| | | | 556 | | | | | | 320 | | | | | | — | | | | | | 876 | | | | | | 1,197 | | |
Tax Expense
|
| | | | (106) | | | | | | — | | | | | | — | | | | | | (106) | | | | | | (145) | | |
Net Income (Loss) After Tax
|
| | | | 450 | | | | | | 320 | | | | | | — | | | | | | 770 | | | | | | 1,052 | | |
Other Comprehensive Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Income (Loss)
|
| | | | 450 | | | | | | 320 | | | | | | — | | | | | | 770 | | | | | | 1,052 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| |||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 2,143 | | | | | | 2,273 | | | | | | 3,290 | | |
Accounts receivable, net of allowance
|
| | | | 1,006 | | | | | | 948 | | | | | | 1,264 | | |
Other receivable
|
| | | | — | | | | | | — | | | | | | — | | |
Inventory
|
| | | | 98 | | | | | | 113 | | | | | | 120 | | |
Prepaid expenses and other assets
|
| | | | 3,012 | | | | | | 1,549 | | | | | | 1,065 | | |
Loans receivable
|
| | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties
|
| | | | 53 | | | | | | 54 | | | | | | 67 | | |
Total Current Assets
|
| | | | 6,312 | | | | | | 4,937 | | | | | | 5,806 | | |
Non-Current Assets
|
| | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 7,504 | | | | | | 7,597 | | | | | | 7,399 | | |
Intangible assets, net
|
| | | | 1,185 | | | | | | 1,005 | | | | | | 922 | | |
Operating lease right-of-use asset
|
| | | | 1,417 | | | | | | 1,664 | | | | | | 2,194 | | |
Investments at fair value
|
| | | | 29 | | | | | | 29 | | | | | | 29 | | |
Goodwill
|
| | | | 1,210 | | | | | | 1,210 | | | | | | 1,210 | | |
Other non-current assets
|
| | | | 507 | | | | | | 516 | | | | | | — | | |
Loans receivable – related parties
|
| | | | — | | | | | | — | | | | | | — | | |
Total Non-Current Assets
|
| | | | 11,852 | | | | | | 12,021 | | | | | | 11,754 | | |
Total Assets
|
| | | | 18,164 | | | | | | 16,958 | | | | | | 17,560 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 1,199 | | | | | | 822 | | | | | | 487 | | |
Accrued expenses and other current liabilities
|
| | | | 1,892 | | | | | | 1,810 | | | | | | 1,443 | | |
Deferred revenue
|
| | | | 1,694 | | | | | | 1,547 | | | | | | 3,231 | | |
Operating lease liabilities
|
| | | | 564 | | | | | | 545 | | | | | | 545 | | |
Loans payable
|
| | | | 70 | | | | | | 65 | | | | | | 63 | | |
Loans payable – related parties
|
| | | | 384 | | | | | | 590 | | | | | | 433 | | |
Income tax payable
|
| | | | — | | | | | | — | | | | | | — | | |
Total current liabilities
|
| | | | 5,803 | | | | | | 5,379 | | | | | | 6,202 | | |
Non-Current Liabilities
|
| | | | | | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | | 1,056 | | | | | | 1,308 | | | | | | 1,729 | | |
Loans payable
|
| | | | 116 | | | | | | 158 | | | | | | 1,218 | | |
Loans payable – related parties
|
| | | | — | | | | | | — | | | | | | 400 | | |
Convertible Debt Obligation
|
| | | | 1,336 | | | | | | 1,532 | | | | | | 1,918 | | |
Other non-current liabilities
|
| | | | — | | | | | | — | | | | | | 25 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| |||||||||
Deferred Tax Liability
|
| | | | 828 | | | | | | 875 | | | | | | 737 | | |
Total Non-Current liabilities
|
| | | | 3,336 | | | | | | 3,873 | | | | | | 6,027 | | |
Total liabilities
|
| | | | 9,139 | | | | | | 9,252 | | | | | | 12,229 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 50,751 | | | | | | 50,880 | | | | | | 26,846 | | |
Minority Interest
|
| | | | 2,884 | | | | | | 257 | | | | | | — | | |
Subscriptions receivable
|
| | | | (1,901) | | | | | | (1,901) | | | | | | (1,126) | | |
Derivative liability
|
| | | | — | | | | | | (250) | | | | | | — | | |
Treasury stock, at cost
|
| | | | — | | | | | | — | | | | | | (494) | | |
Accumulated other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | | — | | |
Retained earnings
|
| | | | (10,763) | | | | | | (9,167) | | | | | | (6,051) | | |
Reserves
|
| | | | (31,946) | | | | | | (32,113) | | | | | | (13,844) | | |
Total Stockholders’ Equity
|
| | | | 9,025 | | | | | | 7,706 | | | | | | 5,331 | | |
Total Liabilities and Stockholders’ Equity
|
| | | | 18,164 | | | | | | 16,958 | | | | | | 17,560 | | |
| | |
Genius Group Pre-IPO Group
For the Six Months Ended (USD 000’s) |
| |||||||||||||||||||||
| | |
June 30,
2021 |
| |
June 30,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 6,352 | | | | | | 4,538 | | | | | | 7,634 | | | | | | 9,949 | | |
Cost of goods sold
|
| | | | (4,710) | | | | | | (2,294) | | | | | | (4,134) | | | | | | (5,024) | | |
Gross profit (Loss)
|
| | | | 1,642 | | | | | | 2,244 | | | | | | 3,500 | | | | | | 4,925 | | |
Other Operating Income
|
| | | | 67 | | | | | | 85 | | | | | | 11 | | | | | | 1,187 | | |
Operating Expenses
|
| | | | (3,203) | | | | | | (3,096) | | | | | | (6,192) | | | | | | (7,151) | | |
Operating profit (Loss)
|
| | | | (1,494) | | | | | | (767) | | | | | | (2,681) | | | | | | (1,039) | | |
Other income
|
| | | | — | | | | | | — | | | | | | 412 | | | | | | 784 | | |
Other Expense
|
| | | | (183) | | | | | | (643) | | | | | | (854) | | | | | | (864) | | |
Net Income (Loss) Before Tax
|
| | | | (1,677) | | | | | | (1,410) | | | | | | (3,123) | | | | | | (1,119) | | |
Tax Expense
|
| | | | 47 | | | | | | 129 | | | | | | (69) | | | | | | (111) | | |
Net Income (Loss) After Tax
|
| | | | (1,630) | | | | | | (1,281) | | | | | | (3,192) | | | | | | (1,230) | | |
Other Comprehensive Income
|
| | | | 71 | | | | | | (525) | | | | | | 2,129 | | | | | | (308) | | |
Total Income (Loss)
|
| | | | (1,559) | | | | | | (1,806) | | | | | | (1,063) | | | | | | (1,538) | | |
Net income per share, basic and diluted
|
| | | | (0.10) | | | | | | (0.13) | | | | | | (0.25) | | | | | | (0.14) | | |
Weighted-average number of shares outstanding,
basic and diluted |
| | | | 16,155,810 | | | | | | 9,798,478 | | | | | | 12,575,605 | | | | | | 8,492,924 | | |
| | |
June 30,
2021 |
| |
June 30,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 2,143 | | | | | | 3,377 | | | | | | 2,273 | | | | | | 3,290 | | |
Accounts receivable, net of allowance
|
| | | | 1,006 | | | | | | 2,700 | | | | | | 948 | | | | | | 1,264 | | |
Other receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Inventory
|
| | | | 98 | | | | | | 158 | | | | | | 113 | | | | | | 120 | | |
Prepaid expenses and other assets
|
| | | | 3,012 | | | | | | 1,624 | | | | | | 1,549 | | | | | | 1,065 | | |
Loans receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties
|
| | | | 53 | | | | | | 4 | | | | | | 54 | | | | | | 67 | | |
Total Current Assets
|
| | | | 6,312 | | | | | | 7,863 | | | | | | 4,937 | | | | | | 5,806 | | |
Non-Current Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 7,504 | | | | | | 8,523 | | | | | | 7,597 | | | | | | 7,399 | | |
Intangible assets, net
|
| | | | 1,185 | | | | | | 6,008 | | | | | | 1,005 | | | | | | 922 | | |
Operating lease right-of-use asset
|
| | | | 1,417 | | | | | | 808 | | | | | | 1,664 | | | | | | 2,194 | | |
Investments at fair value
|
| | | | 29 | | | | | | 28 | | | | | | 29 | | | | | | 29 | | |
Goodwill
|
| | | | 1,210 | | | | | | 8,454 | | | | | | 1,210 | | | | | | 1,210 | | |
Other non-current assets
|
| | | | 507 | | | | | | — | | | | | | 516 | | | | | | — | | |
Loans receivable – related parties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Non-Current Assets
|
| | | | 11,852 | | | | | | 23,821 | | | | | | 12,021 | | | | | | 11,754 | | |
Total Assets
|
| | | | 18,164 | | | | | | 31,684 | | | | | | 16,958 | | | | | | 17,560 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 1,199 | | | | | | 1,144 | | | | | | 822 | | | | | | 487 | | |
Accrued expenses and other current liabilities
|
| | | | 1,892 | | | | | | 1,225 | | | | | | 1,810 | | | | | | 1,443 | | |
Deferred revenue
|
| | | | 1,694 | | | | | | 1,597 | | | | | | 1,547 | | | | | | 3,231 | | |
Operating lease liabilities
|
| | | | 564 | | | | | | 406 | | | | | | 545 | | | | | | 545 | | |
Loans payable
|
| | | | 70 | | | | | | 25 | | | | | | 65 | | | | | | 63 | | |
Loans payable – related parties
|
| | | | 384 | | | | | | 431 | | | | | | 590 | | | | | | 433 | | |
Income tax payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total current liabilities
|
| | | | 5,803 | | | | | | 4,828 | | | | | | 5,379 | | | | | | 6,202 | | |
Non-Current Liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | | 1,056 | | | | | | 453 | | | | | | 1,308 | | | | | | 1,729 | | |
Loans payable
|
| | | | 116 | | | | | | 1,000 | | | | | | 158 | | | | | | 1,218 | | |
Loans payable – related parties
|
| | | | — | | | | | | 400 | | | | | | — | | | | | | 400 | | |
Convertible Debt Obligation
|
| | | | 1,336 | | | | | | 3,466 | | | | | | 1,532 | | | | | | 1,918 | | |
Other non-current liabilities
|
| | | | — | | | | | | 259 | | | | | | — | | | | | | 25 | | |
Deferred Tax Liability
|
| | | | 829 | | | | | | 631 | | | | | | 875 | | | | | | 737 | | |
Total Non-Current liabilities
|
| | | | 3,337 | | | | | | 6,209 | | | | | | 3,873 | | | | | | 6,027 | | |
Total liabilities
|
| | | | 9,140 | | | | | | 11,037 | | | | | | 9,252 | | | | | | 12,229 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 50,751 | | | | | | 27,820 | | | | | | 50,880 | | | | | | 26,846 | | |
Minority Interest
|
| | | | 2,872 | | | | | | — | | | | | | 257 | | | | | | — | | |
Subscriptions receivable
|
| | | | (1,901) | | | | | | (1,045) | | | | | | (1,901) | | | | | | (1,126) | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | (250) | | | | | | — | | |
Treasury stock, at cost
|
| | | | — | | | | | | (860) | | | | | | — | | | | | | (494) | | |
Accumulated other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Retained earnings
|
| | | | (10,751) | | | | | | (7,750) | | | | | | (9,167) | | | | | | (6,051) | | |
Reserves
|
| | | | (31,947) | | | | | | 2,482 | | | | | | (32,113) | | | | | | (13,844) | | |
Total Stockholders’ Equity
|
| | | | 9,024 | | | | | | 20,647 | | | | | | 7,706 | | | | | | 5,331 | | |
Total Liabilities and Stockholders’ Equity
|
| | | | 18,164 | | | | | | 31,684 | | | | | | 16,958 | | | | | | 17,560 | | |
| | |
June 30,
2021 |
| |
June 30,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||
Summary Income Data: | | | | | | ||||||||||||||||||||
Sales | | | | | 3,489 | | | | | | 5,340 | | | | | | 10,078 | | | | | | 12,054 | | |
Cost of goods sold
|
| | | | (1,712) | | | | | | (1,396) | | | | | | (2,881) | | | | | | (3,863) | | |
Gross profit (Loss)
|
| | | | 1,777 | | | | | | 3,944 | | | | | | 7,197 | | | | | | 8,191 | | |
Other Operating Income
|
| | | | — | | | | | | (2) | | | | | | 6 | | | | | | — | | |
Operating Expenses
|
| | | | (3,318) | | | | | | (2,964) | | | | | | (6,164) | | | | | | (7,822) | | |
Operating profit (Loss)
|
| | | | (1,541) | | | | | | 978 | | | | | | 1,039 | | | | | | 369 | | |
Other income
|
| | | | 1,973 | | | | | | — | | | | | | 807 | | | | | | — | | |
Other Expense
|
| | | | (5) | | | | | | (5) | | | | | | (14) | | | | | | (5) | | |
Net Income (Loss) Before Tax
|
| | | | 427 | | | | | | 973 | | | | | | 1,832 | | | | | | 364 | | |
Tax Expense
|
| | | | (1) | | | | | | — | | | | | | (27) | | | | | | (8) | | |
Net Income (Loss) After-tax
|
| | | | 426 | | | | | | 973 | | | | | | 1,805 | | | | | | 356 | | |
Other Comprehensive Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Income (Loss)
|
| | | | 426 | | | | | | 973 | | | | | | 1,805 | | | | | | 356 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 567 | | | | | | 1,679 | | | | | | 1,253 | | |
Accounts receivable, net of allowance
|
| | | | 5,119 | | | | | | 5,352 | | | | | | 3,490 | | |
Other receivable
|
| | | | — | | | | | | — | | | | | | 4 | | |
Inventory
|
| | | | 63 | | | | | | 62 | | | | | | 197 | | |
Prepaid expenses and other assets
|
| | | | 36 | | | | | | 40 | | | | | | 23 | | |
Total Current Assets
|
| | |
|
5,785
|
| | | |
|
7,133
|
| | | |
|
4,967
|
| |
Non-Current Assets
|
| | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 1,149 | | | | | | 1,219 | | | | | | 1,192 | | |
Intangible assets, net
|
| | | | 22 | | | | | | 24 | | | | | | 27 | | |
Operating lease right-of-use asset
|
| | | | — | | | | | | — | | | | | | 544 | | |
Total Non-Current Assets
|
| | | | 1,171 | | | | | | 1,243 | | | | | | 1,763 | | |
Total Assets
|
| | |
|
6,956
|
| | | |
|
8,376
|
| | | |
|
6,730
|
| |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 470 | | | | | | 253 | | | | | | 587 | | |
Accrued expenses and other current liabilities
|
| | | | 767 | | | | | | 726 | | | | | | 957 | | |
Deferred revenue
|
| | | | 1,718 | | | | | | 2,009 | | | | | | 2,145 | | |
Operating lease liabilities
|
| | | | — | | | | | | — | | | | | | 134 | | |
Loans payable
|
| | | | 27 | | | | | | 530 | | | | | | — | | |
Income tax payable
|
| | | | 1 | | | | | | 34 | | | | | | 7 | | |
Total current liabilities
|
| | |
|
2,983
|
| | | |
|
3,552
|
| | | |
|
3,830
|
| |
Non-Current Liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Operating lease liabilities
|
| | | | — | | | | | | — | | | | | | 410 | | |
Loans payable
|
| | | | 109 | | | | | | 753 | | | | | | — | | |
Total Non-Current liabilities
|
| | | | 109 | | | | | | 753 | | | | | | 410 | | |
Total liabilities
|
| | |
|
3,092
|
| | | |
|
4,305
|
| | | |
|
4,240
|
| |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 710 | | | | | | 710 | | | | | | 709 | | |
Retained earnings
|
| | | | 3,154 | | | | | | 3,361 | | | | | | 1,781 | | |
Total Stockholders’ Equity
|
| | |
|
3,864
|
| | | |
|
4,071
|
| | | |
|
2,490
|
| |
Total Liabilities and Stockholders’ Equity
|
| | |
|
6,956
|
| | | |
|
8,376
|
| | | |
|
6,730
|
| |
| | |
June 30,
2021 (GBP 000’s) |
| |
June 30,
2020 (GBP 000’s) |
| |
December 31,
2020 (GBP 000’s) |
| |
December 31,
2019 (GBP 000’s) |
| ||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 764 | | | | | | 344 | | | | | | 575 | | | | | | 608 | | |
Cost of goods sold
|
| | | | (340) | | | | | | (97) | | | | | | (107) | | | | | | (244) | | |
Gross profit (Loss)
|
| | | | 424 | | | | | | 247 | | | | | | 468 | | | | | | 364 | | |
Other Operating Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Operating Expenses
|
| | | | (49) | | | | | | (38) | | | | | | (120) | | | | | | (697) | | |
Operating profit (Loss)
|
| | | | 375 | | | | | | 209 | | | | | | 348 | | | | | | (333) | | |
Other income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other Expense
|
| | | | (2) | | | | | | (14) | | | | | | (28) | | | | | | (11) | | |
Net Income (Loss) Before Tax
|
| | | | 373 | | | | | | 195 | | | | | | 320 | | | | | | (344) | | |
Tax Expense
|
| | | | (71) | | | | | | — | | | | | | — | | | | | | — | | |
Net Income (Loss) After Tax
|
| | | | 302 | | | | | | 195 | | | | | | 320 | | | | | | (344) | | |
Other Comprehensive Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Income (Loss)
|
| | | | 302 | | | | | | 195 | | | | | | 320 | | | | | | (344) | | |
| | |
June 30,
2021 (GBP 000’s) |
| |
December 31,
2020 (GBP 000’s) |
| |
December 31,
2019 (GBP 000’s) |
| |||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 24 | | | | | | 8 | | | | | | 26 | | |
Accounts receivable, net of allowance
|
| | | | 79 | | | | | | 18 | | | | | | 15 | | |
Other receivable
|
| | | | — | | | | | | 2 | | | | | | 3 | | |
Inventory
|
| | | | — | | | | | | — | | | | | | — | | |
Prepaid expenses and other assets
|
| | | | — | | | | | | 7 | | | | | | — | | |
Loans receivable
|
| | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties
|
| | | | 748 | | | | | | 449 | | | | | | 179 | | |
Total Current Assets
|
| | | | 851 | | | | | | 484 | | | | | | 223 | | |
Non-Current Assets
|
| | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | — | | | | | | — | | | | | | — | | |
Intangible assets, net
|
| | | | 1 | | | | | | 1 | | | | | | 1 | | |
Operating lease right-of-use asset
|
| | | | — | | | | | | — | | | | | | — | | |
Investments at fair value
|
| | | | — | | | | | | — | | | | | | — | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | — | | |
Other non-current assets
|
| | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties
|
| | | | — | | | | | | — | | | | | | — | | |
Total Non-Current Assets
|
| | | | 1 | | | | | | 1 | | | | | | 1 | | |
Total Assets
|
| | | | 852 | | | | | | 485 | | | | | | 224 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 5 | | | | | | 45 | | | | | | 42 | | |
Accrued expenses and other current liabilities
|
| | | | 133 | | | | | | 19 | | | | | | 28 | | |
Deferred revenue
|
| | | | — | | | | | | — | | | | | | — | | |
Operating lease liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Loans payable
|
| | | | — | | | | | | 1 | | | | | | — | | |
Loans payable – related parties
|
| | | | 1 | | | | | | — | | | | | | — | | |
Income tax payable
|
| | | | — | | | | | | — | | | | | | 17 | | |
Total current liabilities
|
| | |
|
139
|
| | | |
|
65
|
| | | |
|
87
|
| |
Non-Current Liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Operating lease liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Loans payable
|
| | | | 49 | | | | | | 57 | | | | | | 95 | | |
Loans payable – related parties
|
| | | | — | | | | | | — | | | | | | — | | |
Convertible Debt Obligation
|
| | | | — | | | | | | — | | | | | | — | | |
Other non-current liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Deferred Tax Liability
|
| | | | — | | | | | | — | | | | | | — | | |
Total Non-Current liabilities
|
| | | | 49 | | | | | | 57 | | | | | | 95 | | |
Total liabilities
|
| | | | 188 | | | | | | 122 | | | | | | 182 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Minority Interest
|
| | | | — | | | | | | — | | | | | | — | | |
Subscriptions receivable
|
| | | | — | | | | | | — | | | | | | — | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | — | | |
Treasury stock, at cost
|
| | | | — | | | | | | — | | | | | | — | | |
Accumulated other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | | — | | |
Retained earnings
|
| | | | 664 | | | | | | 363 | | | | | | 42 | | |
Reserves
|
| | | | — | | | | | | — | | | | | | — | | |
Total Stockholders’ Equity
|
| | |
|
664
|
| | | |
|
363
|
| | | |
|
42
|
| |
Total Liabilities and Stockholders’ Equity
|
| | | | 852 | | | | | | 485 | | | | | | 224 | | |
| | |
June 30,
2021 (GBP 000’s) |
| |
June 30,
2020 (GBP 000’s) |
| |
December 31,
2020 (GBP 000’s) |
| |
December 31,
2019 (GBP 000’s) |
| ||||||||||||
Summary Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales
|
| | | | 1,530 | | | | | | 1,483 | | | | | | 2,790 | | | | | | 2,939 | | |
Cost of goods sold
|
| | | | (460) | | | | | | (485) | | | | | | (805) | | | | | | (1,410) | | |
Gross profit (Loss)
|
| | | | 1,070 | | | | | | 998 | | | | | | 1,985 | | | | | | 1,529 | | |
Other Operating Income
|
| | | | 11 | | | | | | 13 | | | | | | 19 | | | | | | 31 | | |
Operating Expenses
|
| | | | (377) | | | | | | (412) | | | | | | (1,389) | | | | | | (1,151) | | |
Operating profit (Loss)
|
| | | | 704 | | | | | | 599 | | | | | | 615 | | | | | | 409 | | |
Other income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other Expense
|
| | | | (7) | | | | | | (33) | | | | | | (59) | | | | | | (73) | | |
Net Income (Loss) Before Tax
|
| | | | 697 | | | | | | 566 | | | | | | 556 | | | | | | 336 | | |
Tax Expense
|
| | | | (132) | | | | | | (108) | | | | | | (106) | | | | | | (158) | | |
Net Income (Loss) After Tax
|
| | | | 565 | | | | | | 458 | | | | | | 450 | | | | | | 178 | | |
Other Comprehensive Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Income (Loss)
|
| | | | 565 | | | | | | 458 | | | | | | 450 | | | | | | 178 | | |
| | |
June 30,
2021 (GBP 000’s) |
| |
December 31,
2020 (GBP 000’s) |
| |
December 31,
2019 (GBP 000’s) |
| |||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 94 | | | | | | 40 | | | | | | 1 | | |
Accounts receivable, net of allowance
|
| | | | 425 | | | | | | 353 | | | | | | 298 | | |
Other receivable
|
| | | | — | | | | | | 1,157 | | | | | | 1,747 | | |
Inventory
|
| | | | — | | | | | | — | | | | | | 11 | | |
Prepaid expenses and other assets
|
| | | | 27 | | | | | | 3 | | | | | | 20 | | |
Loans receivable
|
| | | | — | | | | | | — | | | | | | — | | |
Loans receivable – related parties
|
| | | | 4,036 | | | | | | 2,126 | | | | | | 742 | | |
Total Current Assets
|
| | | | 4,582 | | | | | | 3,679 | | | | | | 2,819 | | |
Non-Current Assets
|
| | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | — | | | | | | — | | | | | | — | | |
Intangible assets, net
|
| | | | 18 | | | | | | 17 | | | | | | 18 | | |
Operating lease right-of-use asset
|
| | | | — | | | | | | — | | | | | | — | | |
Investments at fair value
|
| | | | — | | | | | | — | | | | | | — | | |
Goodwill | | | | | — | | | | | | — | | | | | | — | | |
Other non-current assets
|
| | | | — | | | | | | — | | | | | | — | | |
Loans receivable - related parties
|
| | | | — | | | | | | — | | | | | | | | |
Total Non-Current Assets
|
| | | | 18 | | | | | | 17 | | | | | | 18 | | |
Total Assets
|
| | | | 4,600 | | | | | | 3,696 | | | | | | 2,837 | | |
Liabilities and Stockholders’ Equity
|
| | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 60 | | | | | | 113 | | | | | | 90 | | |
Accrued expenses and other current liabilities
|
| | | | 1,020 | | | | | | 965 | | | | | | 1,021 | | |
Deferred revenue
|
| | | | — | | | | | | — | | | | | | — | | |
Operating lease liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Loans payable
|
| | | | 82 | | | | | | 82 | | | | | | 139 | | |
Loans payable – related parties
|
| | | | 699 | | | | | | 399 | | | | | | 129 | | |
Income tax payable
|
| | | | 301 | | | | | | 264 | | | | | | 193 | | |
Total current liabilities
|
| | | | 2,162 | | | | | | 1,823 | | | | | | 1,572 | | |
Non-Current Liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Operating lease liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Loans payable
|
| | | | 198 | | | | | | 198 | | | | | | — | | |
Loans payable – related parties
|
| | | | — | | | | | | — | | | | | | — | | |
Convertible Debt Obligation
|
| | | | — | | | | | | — | | | | | | — | | |
Other non-current liabilities
|
| | | | — | | | | | | — | | | | | | — | | |
Deferred Tax Liability
|
| | | | — | | | | | | — | | | | | | — | | |
Total Non-Current liabilities
|
| | | | 198 | | | | | | 198 | | | | | | — | | |
Total liabilities
|
| | | | 2,360 | | | | | | 2,021 | | | | | | 1,572 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | |
Contributed capital
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Minority Interest
|
| | | | — | | | | | | — | | | | | | — | | |
Subscriptions receivable
|
| | | | — | | | | | | — | | | | | | — | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | — | | |
Treasury stock, at cost
|
| | | | — | | | | | | — | | | | | | — | | |
Accumulated other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | | — | | |
Retained earnings
|
| | | | 2,240 | | | | | | 1,675 | | | | | | 1,265 | | |
Reserves
|
| | | | — | | | | | | — | | | | | | — | | |
Total Stockholders’ Equity
|
| | | | 2,240 | | | | | | 1,675 | | | | | | 1,265 | | |
Total Liabilities and Stockholders’ Equity
|
| | |
|
4,600
|
| | | |
|
3,696
|
| | | |
|
2,837
|
| |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Six months ended June 30, 2021
|
| | | | 1,903,726 | | | | | | 3,102 | | | | | | 146,614 | | | | | | 732 | | | | | | 677 | | | | | | 2,054,851 | | |
Year ended December 31, 2020
|
| | | | 1,800,520 | | | | | | 2,821 | | | | | | 131,111 | | | | | | 630 | | | | | | 546 | | | | | | 1,935,628 | | |
Year ended December 31, 2019
|
| | | | 1,553,132 | | | | | | 2,636 | | | | | | 103,758 | | | | | | 420 | | | | | | 732 | | | | | | 1,660,678 | | |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Six months ended June 30, 2021
|
| | | | 1,868,171 | | | | | | — | | | | | | 120,246 | | | | | | — | | | | | | — | | | | | | 1,988,417 | | |
Year ended December 31, 2020
|
| | | | 1,766,600 | | | | | | — | | | | | | 106,691 | | | | | | — | | | | | | — | | | | | | 1,873,291 | | |
Year ended December 31, 2019
|
| | | | 1,522,662 | | | | | | — | | | | | | 81,595 | | | | | | — | | | | | | — | | | | | | 1,604,257 | | |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Six months ended June 30, 2021
|
| | | | 35,555 | | | | | | 3,102 | | | | | | 26,368 | | | | | | 732 | | | | | | 677 | | | | | | 66,434 | | |
Year ended December 31, 2020
|
| | | | 33,920 | | | | | | 2,821 | | | | | | 24,420 | | | | | | 630 | | | | | | 546 | | | | | | 62,337 | | |
Year ended December 31, 2019
|
| | | | 30,470 | | | | | | 2,636 | | | | | | 22,163 | | | | | | 420 | | | | | | 732 | | | | | | 56,421 | | |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Six months ended June 30, 2021
|
| | | | 9,866 | | | | | | 238 | | | | | | 628 | | | | | | 312 | | | | | | 43 | | | | | | 11,087 | | |
Year ended December 31, 2020
|
| | | | 9,399 | | | | | | 214 | | | | | | 570 | | | | | | 270 | | | | | | 43 | | | | | | 10,496 | | |
Year ended December 31, 2019
|
| | | | 7,611 | | | | | | 237 | | | | | | 456 | | | | | | 180 | | | | | | 48 | | | | | | 8,532 | | |
| | |
GeniusU
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Six months ended June 30, 2021
|
| | | | 5,074,942 | | | | | | 3,488,724 | | | | | | 3,184,343 | | | | | | 478,205 | | | | | | 415,267 | | | | | | 12,641,481 | | |
Year ended December 31, 2020
|
| | | | 5,618,211 | | | | | | 10,078,158 | | | | | | 4,598,750 | | | | | | 1,068,204 | | | | | | 827,675 | | | | | | 22,190,997 | | |
| | |
Genius Group
Pro forma Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
Reviewed Financials Six Months Ended (USD 000’s) |
| |
Genius
Group Pro forma Year Ended (USD 000’s) |
| |
Pre-IPO Group
Audited Financials Year Ended (USD 000’s) |
| ||||||||||||||||||||||||
|
June 30, 2021
|
| |
June 30, 2021
|
| |
June 30, 2020
|
| |
December 31,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||||
Net Income (Loss)
|
| | | | (105) | | | | | | (1,630) | | | | | | (1,281) | | | | | | (287) | | | | | | (3,192) | | | | | | (1,230) | | |
Adjusted EBITDA
|
| | | | 1,484 | | | | | | (619) | | | | | | 371 | | | | | | 4,569 | | | | | | (137) | | | | | | 1,179 | | |
Net Income (Loss) Margin
|
| | | | (0.76%) | | | | | | (25.66%) | | | | | | (28.23%) | | | | | | (1.18%) | | | | | | (41.81%) | | | | | | (12.36%) | | |
Adjusted EBITDA Margin
|
| | | | 10.66% | | | | | | (9.75%) | | | | | | 8.18% | | | | | | 18.88% | | | | | | (1.78%) | | | | | | 11.85% | | |
| | |
Pre-IPO Group
|
| |
University of
Antelope Valley |
| |
Property
Investors Network |
| |
Education
Angels |
| |
E-Square
|
| |
Total
|
| ||||||||||||||||||
Six months ended June 30, 2021
|
| | | | (617,737) | | | | | | 526,919 | | | | | | 1,497,332 | | | | | | (13,148) | | | | | | 91,000 | | | | | | 1,484,366 | | |
Year ended December 31, 2020
|
| | | | (138,099) | | | | | | 2,145,566 | | | | | | 2,077,310 | | | | | | 249,547 | | | | | | 234,613 | | | | | | 4,568,937 | | |
| | |
Genius Group Pro forma
For the Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
For the Six Months Ended (USD 000’s) |
| ||||||||||||
|
June 30, 2021
|
| |
June 30, 2021
|
| |
June 30, 2020
|
| |||||||||||
Digital Education Revenue
|
| | | | 12,163 | | | | | | 5,075 | | | | | | 3,068 | | |
In-Person Education Revenue
|
| | | | 478 | | | | | | — | | | | | | 330 | | |
Total Education Revenue
|
| | | | 12,641 | | | | | | 5,075 | | | | | | 3,398 | | |
Campus Revenue
|
| | | | 1,277 | | | | | | 1,277 | | | | | | 1,140 | | |
Total Revenue
|
| | | | 13,918 | | | | | | 6,352 | | | | | | 4,538 | | |
| | |
Genius Group Pro forma
For the Six Months Ended (USD 000’s) |
| |
Pre-IPO Group
For the Six Months Ended (USD 000’s) |
| ||||||||||||
|
June 30, 2021
|
| |
June 30, 2021
|
| |
June 30, 2020
|
| |||||||||||
Net Income (Loss)
|
| | | | (105) | | | | | | (1,630) | | | | | | (1,281) | | |
Tax Expense
|
| | | | 192 | | | | | | (47) | | | | | | (129) | | |
Interest Expense, net
|
| | | | 203 | | | | | | 183 | | | | | | 643 | | |
Depreciation and Amortization
|
| | | | 1,112 | | | | | | 793 | | | | | | 979 | | |
Goodwill Impairments
|
| | | | — | | | | | | — | | | | | | — | | |
Stock Based Compensation
|
| | | | 121 | | | | | | 121 | | | | | | 159 | | |
Bad Debt Provision
|
| | | | (39) | | | | | | (39) | | | | | | — | | |
Adjusted EBITDA
|
| | | | 1,484 | | | | | | (619) | | | | | | 371 | | |
| | |
Genius Group
Pro forma For the Year Ended (USD 000’s) |
| |
Pre-IPO Group
Audited Financials For the Year Ended (USD 000’s) |
| ||||||||||||
| | |
December 31,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
Digital Education Revenue
|
| | | | 20,803 | | | | | | 5,298 | | | | | | 4,771 | | |
In-Person Education Revenue
|
| | | | 1,388 | | | | | | 320 | | | | | | 746 | | |
Total Education Revenue
|
| | | | 22,191 | | | | | | 5,618 | | | | | | 5,517 | | |
Campus Revenue
|
| | | | 2,016 | | | | | | 2,016 | | | | | | 4,432 | | |
Total Revenue
|
| | | | 24,207 | | | | | | 7,634 | | | | | | 9,949 | | |
| | |
Genius Group Pro forma
For the Year Ended (USD 000’s) |
| |
Pre-IPO Group
For the Year Ended (USD 000’s) |
| ||||||||||||
|
December 31, 2020
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| |||||||||||
Net Income (Loss)
|
| | | | (287) | | | | | | (3,192) | | | | | | (1,230) | | |
Tax Expense
|
| | | | 197 | | | | | | 69 | | | | | | 111 | | |
Interest Expense, net
|
| | | | 1,013 | | | | | | 854 | | | | | | 864 | | |
Depreciation and Amortization
|
| | | | 2,323 | | | | | | 1,571 | | | | | | 1,262 | | |
Goodwill Impairments
|
| | | | — | | | | | | — | | | | | | — | | |
Stock Based Compensation
|
| | | | 399 | | | | | | 399 | | | | | | 172 | | |
Bad Debt Provision
|
| | | | 924 | | | | | | 162 | | | | | | — | | |
Adjusted EBITDA
|
| | | | 4,569 | | | | | | (137) | | | | | | 1,179 | | |
| | |
For the six months ended
June 30, (USD) |
| |
For the year ended
December 31, (USD) |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net Cash Used In Operating Activities
|
| | | | (1,533,350) | | | | | | (1,670,749) | | | | | | (2,127,213) | | | | | | (1,285,640) | | |
Net Cash Used in Investing Activities
|
| | | | (553,737) | | | | | | (214,729) | | | | | | (1,162,647) | | | | | | (1,842,194) | | |
Net Cash Provided By Financing Activities
|
| | | | 1,917,461 | | | | | | 2,296,598 | | | | | | 3,081,983 | | | | | | 3,976,622 | | |
| | |
For the six months ended
June 30, (USD) |
| |
For the year ended
December 31, (USD) |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net Cash Provided By (Used In) Operating
Activities |
| | | | (103,125) | | | | | | (53,781) | | | | | | (308,049) | | | | | | 1,474,788 | | |
Net Cash Used in Investing Activities
|
| | | | (24,542) | | | | | | (307,852) | | | | | | (324,411) | | | | | | (222,388) | | |
Net Cash Provided By (Used In) Financing
Activities |
| | | | (984,588) | | | | | | 1,307,620 | | | | | | 1,058,699 | | | | | | (1,273,312) | | |
|
Within one year
|
| | | $ | 545,132 | | |
|
Two to five years
|
| | | | 660,034 | | |
| Thereafter | | | | | 9,924,141 | | |
| | | | | | 11,129,307 | | |
|
Less: finance charges component
|
| | | | (9,276,243) | | |
| | | | | $ | 1,853,064 | | |
| | |
Students
|
| |
Paying
Students |
| |
Partners
and Faculty |
| |||||||||
APAC
|
| | | | 373,558 | | | | | | 9,221 | | | | | | 2,845 | | |
EMEA
|
| | | | 365,347 | | | | | | 9,761 | | | | | | 3,132 | | |
NASA
|
| | | | 286,167 | | | | | | 7,527 | | | | | | 1,896 | | |
Not tracked
|
| | | | 775,167 | | | | | | 7,413 | | | | | | 4,395 | | |
Total
|
| | | | 1,800,239 | | | | | | 33,922 | | | | | | 12,268 | | |
Name
|
| |
Age
|
| |
Position with our Company
|
|
Roger James Hamilton
|
| |
52
|
| | Chief Executive Officer and Chairman | |
Michelle Clarke
|
| |
48
|
| | Chief Marketing Officer and Director | |
Suraj Naik
|
| |
35
|
| | Chief Technology Officer and Director | |
Jeremy Harris
|
| |
50
|
| | Chief Financial Officer | |
Sandra Morrell
|
| |
53
|
| | Director | |
Patrick Grove
|
| |
45
|
| | Director | |
Nic Lim
|
| |
45
|
| | Director | |
Anna Gong
|
| |
46
|
| | Director | |
Year
|
| |
Companies
|
| |
No. of
Shares |
| |
Price
Per Share |
| |
Total
Consideration |
| |
No of Shares
after Share Split |
|
2018
|
| | Genius Group Ltd | | |
20,317
|
| |
$15.45
|
| |
$313,898
|
| |
121,902
|
|
2019
|
| |
Genius Group Ltd, GeniusU Ltd, Entrepreneur Institute Ltd, Entrepreneur Resorts Ltd
|
| |
42,913
|
| |
$21.34
|
| |
$915,763
|
| |
257,478
|
|
2020
|
| |
Genius Group Ltd, GeniusU Ltd, Entrepreneur Institute Ltd, Entrepreneur Resorts Ltd
|
| |
20,075
|
| |
$34.87
|
| |
$700,015
|
| |
120,450
|
|
| | | TOTAL | | |
83,305
|
| | | | |
$1,929,676
|
| |
499,830
|
|
| | |
Year Ended December 31, 2020
|
| |||||||||||||||
Name of the Director and/or Officer
|
| |
Compensation in
USD |
| |
Employee
Shares Granted |
| |
Employee Shares
Granted After Share Split |
| |||||||||
Roger James Hamilton
|
| | | | 551,691 | | | | | | 9,795 | | | | | | 58,770 | | |
Michelle Clarke
|
| | | | 103,748 | | | | | | 1,775 | | | | | | 10,650 | | |
Suraj Naik
|
| | | | 70,917 | | | | | | 1,279 | | | | | | 7,674 | | |
Sandra Morrell
|
| | | | 35,130 | | | | | | 2,608 | | | | | | 15,648 | | |
Jeremy Harris
|
| | | | 91,440 | | | | | | — | | | | | | — | | |
Patrick Grove
|
| | | | 8,824 | | | | | | 1,000 | | | | | | 6,000 | | |
Nic Lim
|
| | | | 8,824 | | | | | | 1,000 | | | | | | 6,000 | | |
Anna Gong
|
| | | | 8,824 | | | | | | 1,000 | | | | | | 6,000 | | |
| | |
Prior to Offering
|
| |
After Offering
|
| ||||||||||||
Name and Address of Beneficial Owner
|
| |
Amount of
Beneficial Ownership(1) |
| |
Percentage of
Outstanding Shares(2) |
| |
Percentage of
Outstanding Shares(3) |
| |||||||||
Executive Officers and Directors | | | | | | ||||||||||||||
Roger James Hamilton
|
| | | | 9,363,582 | | | | | | 40.20% | | | | | | | | |
Sandra Morrell
|
| | | | 776,658 | | | | | | 3.33% | | | | | | | | |
Michelle Clarke
|
| | | | 493,950 | | | | | | 2.12% | | | | | | | | |
Suraj Naik
|
| | | | 263,592 | | | | | | 1.13% | | | | | | | | |
Jeremy Harris
|
| | | | 83,016 | | | | | | **% | | | | | | | | |
Patrick Grove
|
| | | | 6,000 | | | | | | **% | | | | | | | | |
Nic Lim
|
| | | | 6,300 | | | | | | **% | | | | | | | | |
Anna Gong
|
| | | | 6,000 | | | | | | **% | | | | | | | | |
All directors, director nominees and executive officers as
a group (8 individuals) |
| | | | 10,999,098 | | | | | | 47.22% | | | | | | | | |
|
Delaware
|
| |
Singapore
|
|
|
Board of Directors
|
| |||
| A typical certificate of incorporation and bylaws provides that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation. | | | The constitution of companies will typically state the minimum and maximum (if any) number of directors as well as provide that the number of directors may be increased or reduced by shareholders via ordinary resolution passed at a general meeting, provided that the number of directors following such increase or reduction is within the maximum (if any) and minimum number of directors provided in the constitution and the Singapore Companies Act, respectively. | |
|
Limitation on Personal Liability of Directors
|
| |||
| A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director’s loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation also provides that if the Delaware General Corporation Law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. | | | Pursuant to the Singapore Companies Act, any provision (whether in the constitution, a contract with the company or otherwise) exempting or indemnifying a director against any liability which would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. However, a company is not prohibited from (a) purchasing and maintaining for such director insurance against any such liability, or (b) indemnifying such director against any liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the director to pay a fine in criminal proceedings, (ii) of the director to pay a penalty to a regulatory authority in respect of non-compliance with any requirements of a regulatory nature (howsoever arising), (iii) incurred by the director in defending criminal proceedings in which he or she is convicted, (iv) incurred by the director in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the director in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief. | |
|
Delaware
|
| |
Singapore
|
|
|
Removal of Directors
|
| |||
| A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred stock, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board). | | | Under the Singapore Companies Act, directors of a public company may be removed before expiration of their term of office, notwithstanding anything in its constitution or in any agreement between the public company and such directors, by ordinary resolution (i.e., a resolution which is passed by a simple majority of those shareholders present and voting in person or by proxy). Notice of the intention to move such a resolution has to be given to the company not less than 28 days before the meeting at which it is moved. The company shall then give notice of such resolution to its shareholders not less than 14 days before the meeting. Where any director removed in this manner was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove such director will | |
|
Delaware
|
| |
Singapore
|
|
| | | | not take effect until such director’s successor has been appointed. | |
|
Filling Vacancies on the Board of Directors
|
| |||
| A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred stock, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires. | | | The constitution of a Singapore company typically provides that the directors have the power to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with the constitution. Our constitution provides that the directors may appoint any person to be a director either to fill a casual vacancy or as an additional director but so that the total number of Directors shall not at any time exceed the maximum number fixed in accordance with the constitution. Our constitution also provides that any director so appointed shall hold office only until the next retirement of directors under our constitution. | |
|
Amendment of Governing Documents
|
| |||
| Under the Delaware General Corporation Law, amendments to a corporation’s certificate of incorporation require the approval of stockholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the Delaware General Corporation Law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware General Corporation Law. Under the Delaware General Corporation Law, the board of directors may amend bylaws if so authorized in the charter. The stockholders of a Delaware | | |
Our constitution may be altered by special resolution (i.e., a resolution passed by at least a three-fourths majority of the shareholders entitled to vote, present in person or by proxy at a meeting for which not less than 21 days’ written notice is given). The board of directors has no power to amend the constitution.
Under the Singapore Companies Act, an entrenching provision may be included in the constitution with which a company is formed and may at any time be inserted into the constitution of a company only if all the shareholders of the company agree. An entrenching provision is a provision of the constitution of a company to the effect that other specified provisions of the constitution may not be altered in the manner provided by the Singapore Companies Act or may not be so altered except (i) by a resolution passed by a specified majority greater than 75% (the minimum majority required by the Singapore Companies Act for a special resolution) or (ii) where other specified conditions are met. The Singapore Companies Act provides that such entrenching provision may be removed or altered only if all the members of the company agree.
|
|
|
Meetings of Shareholders
|
| |||
|
Annual and Special Meetings
Typical bylaws provide that annual meetings of stockholders are to be held on a date and at a time fixed by the board of directors. Under the Delaware
|
| |
Annual General Meetings
Subject to the Singapore Companies Act, all companies are required to hold an annual general meeting after the end of each financial year within
|
|
|
Delaware
|
| |
Singapore
|
|
| General Corporation Law, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws. | | | either 4 months (in the case of a public company that is listed on an exchange in Singapore approved by the Monetary Authority of Singapore) or 6 months (in the case of any other company). | |
| | | |
Extraordinary General Meetings
Any general meeting other than the annual general meeting is called an “extraordinary general meeting.” Notwithstanding anything in the constitution, directors of a company are required to convene an extraordinary general meeting if required to do so by requisition (i.e. written notice to the directors requiring that a meeting be called) by shareholder(s) holding not less than 10% of the total number of paid-up shares as at the date of the deposit of the requisition carrying the right of voting at general meetings of the company. In addition, the constitution usually also provides that general meetings may be convened in accordance with the Singapore Companies Act by the directors.
|
|
| Quorum Requirements | | | Quorum Requirements | |
| Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting. | | | Our constitution provides that the quorum at any general meeting shall be any two shareholders present in person or by proxy or, in the case of a corporation, by a representative and entitled to vote thereat]. In the event a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, the meeting shall be adjourned for one week, or to such other day and at such other time and place as the directors may determine. | |
| | | |
Shareholders’ Rights at Meetings
Only registered shareholders of our company reflected in our register of members are recognized under Singapore law as shareholders of our company. As a result, only registered shareholders have legal standing under Singapore law to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders.
The Singapore Companies Act provides that every member shall, notwithstanding any provision in the constitution, have a right to attend any general meeting of the company and to speak on any resolution before the meeting. The holder of a share may vote on a resolution before a general meeting of the company if the share confers on the holder a right to vote on that resolution. The company’s constitution may provide that a member shall not be entitled to vote unless all calls or other sums
|
|
|
Delaware
|
| |
Singapore
|
|
| vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person: | | | | |
|
➢
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and
➢
in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Delaware corporate law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.
To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by Delaware corporate law to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.
|
| |
➢
indemnify such officer against any liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the officer to pay a fine in criminal proceedings, (ii) of the officer to pay a penalty to a regulatory authority in respect of non-compliance with any requirements of a regulatory nature (howsoever arising), (iii) incurred by the officer in defending criminal proceedings in which he or she is convicted, (iv) incurred by the officer in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the officer in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief.
In cases where a director is sued by the company, the Singapore Companies Act gives the court the power to relieve directors either wholly or partially from their liability for their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably and honestly; and (ii) it is fair, having regard to all the circumstances of the case including those connected with such director’s appointment, to excuse the director. However, Singapore case law has indicated that such relief will not be granted to a director who has benefited as a result of his or her breach of trust.
|
|
| | | | Under our constitution, it is provided that every director shall be indemnified out of the assets of our Company to the extent permitted by the Singapore Companies Act. | |
|
Shareholder Approval of Issuances of Shares
|
| |||
| Under Delaware law, the board of directors has the authority to issue, from time to time, capital stock in its sole discretion, as long the number the shares to be issued, together with those shares that are already issued and outstanding and those shares reserved to be issued, do not exceed the authorized capital for the corporation as previously approved by the stockholders and set forth in the corporation’s certificate of incorporation. Under the foregoing circumstances, no additional stockholder approval is | | | Section 161 of the Singapore Companies Act provides that notwithstanding anything in the company’s constitution, the directors shall not exercise any power to issue shares without prior approval of the company’s shareholders in a general meeting. Such authorization may be obtained by ordinary resolution. Once this shareholders’ approval is obtained, unless previously revoked or varied by the company in a general meeting, it continues in force until the conclusion of the next | |
|
Delaware
|
| |
Singapore
|
|
| required for the issuance of capital stock. Under Delaware law, stockholder approval is required (i) for any amendment to the corporation’s certificate of incorporation to increase the authorized capital and (ii) for the issuance of stock in a direct merger transaction where the number of shares exceeds 20% of the corporation’s shares outstanding prior to the transaction, regardless of whether there is sufficient authorized capital. | | | annual general meeting or the expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is earlier; but any approval may be revoked or varied by the company in a general meeting. Notwithstanding this general authorization to allot and issue our ordinary shares, the Company will be required to seek shareholder approval with respect to future issuances of ordinary shares, where required under the NYSE American rules, such as if we were to propose an issuance of ordinary shares that would result in a change in control of the Company or in connection with a transaction involving the issuance of ordinary shares representing 20% or more of our outstanding ordinary shares. | |
|
Shareholder Approval of Business Combinations
|
| |||
|
Generally, under the Delaware General Corporation Law, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.
The Delaware General Corporation Law also requires a special vote of stockholders in connection with a business combination with an “interested stockholder” as defined in section 203 of the Delaware General Corporation Law. See “— Interested Shareholders” above.
|
| |
The Singapore Companies Act mandates that specified corporate actions require approval by the shareholders in a general meeting, notably:
➢
notwithstanding anything in the company’s constitution, directors are not permitted to carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by shareholders in a general meeting;
➢
subject to the constitution of each amalgamating company, an amalgamation proposal must be approved by the shareholders of each amalgamating company via special resolution at a general meeting; and
➢
notwithstanding anything in the company’s constitution, the directors may not, without the prior approval of shareholders, issue shares, including shares being issued in connection with corporate actions.
|
|
|
Shareholder Action Without A Meeting
|
| |||
| Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action. | | | There are no equivalent provisions under the Singapore Companies Act in respect of public companies which are listed on a securities exchange outside Singapore, like our Company. | |
|
Delaware
|
| |
Singapore
|
|
|
Shareholder Suits
|
| |||
| Under the Delaware General Corporation Law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action under the Delaware General Corporation Law have been met. A person may institute and maintain such a suit only if such person was a stockholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. | | |
Standing
Only registered shareholders of our company reflected in our register of members are recognized under Singapore law as shareholders of our company. As a result, only registered shareholders have legal standing under Singapore law to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Holders of book-entry interests in our shares will be required to exchange their book-entry interests for certificated shares and to be registered as shareholders in our register of members in order to institute or enforce any legal proceedings or claims against us relating to shareholder rights. A holder of book-entry interests may become a registered shareholder of our company by exchanging its interest in our shares for certificated shares and being registered in our register of members.
|
|
| Additionally, under Delaware case law, the plaintiff generally must be a stockholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. The Delaware General Corporation Law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. | | |
Personal remedies in cases of oppression or injustice
A shareholder may apply to the court for an order under Section 216 of the Singapore Companies Act to remedy situations where (i) the company’s affairs are being conducted or the powers of the company’s directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of the shareholders or holders of debentures of the company, including the applicant; or (ii) the company has done an act, or threatens to do an act, or the shareholders or holders of debentures have proposed or passed some resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of the company’s shareholders or holders of debentures, including the applicant.
Singapore courts have wide discretion as to the relief they may grant under such application, including, inter alia, directing or prohibiting any act or cancelling or varying any transaction or resolution, providing that the company be wound up, or authorizing civil proceedings to be brought in the name of or on behalf of the company by such person or persons and on such terms as the court directs.
|
|
|
Delaware
|
| |
Singapore
|
|
|
upon the distribution of assets.
Under the Delaware General Corporation Law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.
|
| |
The Singapore Companies Act generally prohibits a company from acquiring its own shares or purporting to acquire the shares of its holding company or ultimate holding company, whether directly or indirectly, in any way, subject to certain exceptions. Any contract or transaction made or entered into in contravention of the aforementioned prohibition by which a company acquires or purports to acquire its own shares or shares in its holding company or ultimate holding company is void. However, provided that it is expressly permitted to do so by its constitution (as the case may be) and subject to the special conditions of each permitted acquisition contained in the Singapore Companies Act, a company may:
➢
redeem redeemable preference shares on such terms and in such manner as is provided by its constitution. Preference shares may be redeemed out of capital only if all the directors make a solvency statement in relation to such redemption in accordance with the Singapore Companies Act, and the company lodges a copy of the statement with the Registrar of Companies;
➢
whether listed on an exchange in Singapore approved by the Monetary Authority of Singapore or any securities exchange outside Singapore, or not, make an off-market purchase of its own shares in accordance with an equal access scheme authorized in advance at a general meeting;
➢
make a selective off-market purchase of its own shares in accordance with an agreement authorized in advance at a general meeting by a special resolution where persons whose shares are to be acquired and their associated persons have abstained from voting;
➢
whether listed on an exchange in Singapore approved by the Monetary Authority of Singapore or any securities exchange outside Singapore, or not, make an acquisition of its own shares under a contingent purchase contract which has been authorized in advance at a general meeting by a special resolution; and
➢
where listed on a securities exchange, make an acquisition of its own shares on the securities exchange, in accordance with the terms and limits authorized in advance at a general meeting.
|
|
| | | |
A company may also purchase its own shares by an
|
|
|
Delaware
|
| |
Singapore
|
|
| | | | accordance with the provisions of the Singapore Companies Act, we may purchase or otherwise acquire our own shares on such terms and in such manner as we may think fit. Any share that is so purchased or acquired by us shall, unless held in treasury in accordance with the Singapore Companies Act, be deemed to be cancelled immediately on purchase or acquisition. On the cancellation of a share as aforesaid, the rights and privileges attached to that share shall expire. | |
|
Transactions with Officers or Directors
|
| |||
| Under the Delaware General Corporation Law, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the Delaware General Corporation Law, either (a) the stockholders or the board of directors of a corporation must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum. | | | Under the Singapore Companies Act, directors and the chief executive officer of the company are not prohibited from dealing with the company, but where they have an interest, whether directly or indirectly, in a transaction with the company, that interest must be disclosed to the board of directors. In particular, every director or chief executive officer who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must, as soon as is practicable after the relevant facts have come to such director’s or, as the case may be, the chief executive officer’s knowledge, declare the nature of such interest at a meeting of the directors or send a written notice to the company detailing the nature, character and extent of the interest. | |
| | | |
In addition, a director or chief executive officer who holds any office or possesses any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with such director’s or, as the case may be, the chief executive officer’s duties as director or chief executive officer (as the case may be) is required to declare the fact and the nature, character and extent of the conflict at a meeting of directors or send a written notice to the company detailing the fact and the nature, character and extent of the conflict.
The Singapore Companies Act extends the scope of this statutory duty of a director and chief executive officer to disclose any interests by pronouncing that an interest of a member of a director’s or, as the case may be, the chief executive officer’s family (including spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter) will be treated as an interest of the director or chief executive officer (as the case may be).
There is, however, no requirement for disclosure where the interest of the director or chief executive
|
|
|
Delaware
|
| |
Singapore
|
|
| | | |
officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in the transaction or proposed transaction with the company if the interest may properly be regarded as immaterial. Where the transaction or the proposed transaction relates to any loan to the company, no disclosure need be made where the director or chief executive officer (as the case may be) has only guaranteed or joined in guaranteeing the repayment of such loan, unless the constitution provides otherwise.
Further, where the transaction or the proposed transaction has been or will be made with or for the benefit of a related corporation (i.e., the holding company, subsidiary or subsidiary of a common holding company), the director or chief executive officer shall not be deemed to be interested or at any time interested in such transaction or proposed transaction where he is a director or chief executive officer (as the case may be) of the related corporation, unless the constitution provides otherwise.
Subject to specified exceptions, the Singapore Companies Act prohibits a company (other than an exempt private company) from, among others, (i) making a loan or a quasi-loan to its directors or to directors of a related corporation, or giving a guarantee or security in connection with such a loan or quasi-loan, (ii) entering into a credit transaction as creditor for the benefit of its directors or the directors of a related corporation, or giving a guarantee or any security in connection with such a credit transaction, (iii) arranging an assignment to or assumption by the company of any rights, obligations or liabilities under a transaction which, if it had been entered into by the company, would have been a restricted transaction, and (iv) taking part in an arrangement under which another person enters into a transaction which, if entered into by the company, would have been a restricted transaction and such person obtains a benefit from the company or its related corporation pursuant thereto. Companies are also prohibited from entering into any of these transactions with the spouse or children (whether adopted or natural or step-children) of its directors.
Subject to specified exceptions, the Singapore Companies Act prohibits a company (other than an exempt private company) from, among others, making a loan or a quasi-loan to another company or a limited liability partnership or entering into any
|
|
|
Delaware
|
| |
Singapore
|
|
| | | |
guarantee or providing any security in connection with a loan or a quasi-loan made to another company or a limited liability partnership by a person other than the first-mentioned company, entering into a credit transaction as a creditor for the benefit of another company or a limited liability partnership, or entering into any guarantee or providing any security in connection with a credit transaction entered into by any person for the benefit of another company or a limited liability partnership if a director or directors of the first-mentioned company is or together are interested in 20% or more of the total voting power in the other company or the limited liability partnership (as the case may be).
Such prohibition shall extend to apply to, among others, a loan or quasi-loan made by a company (other than an exempt private company) to another company or a limited liability partnership, a credit transaction made by a company (other than an exempt private company) for the benefit of another company or limited liability partnership and a guarantee or security provided by a company (other than an exempt private company) in connection with a loan or quasi-loan made by a person other than the first-mentioned company to another company or a limited liability partnership, where such other company or limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the first-mentioned company (a) is or together are interested in 20% or more of the total voting power in the other company or limited liability partnership or (b) in a case where the other company does not have a share capital, exercises or together exercise control over the other company whether by reason of having the power to appoint directors or otherwise.
The Singapore Companies Act also provides that an interest of a member of a director’s family (including spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter) will be treated as an interest of the director.
|
|
|
Dissenters’ Rights
|
| |||
| Under the Delaware General Corporation Law, a stockholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would | | | There are no equivalent provisions in Singapore under the Singapore Companies Act. | |
|
Delaware
|
| |
Singapore
|
|
| otherwise receive in the transaction. | | | | |
|
Cumulative Voting
|
| |||
| Under the Delaware General Corporation Law, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a stockholder has the number of votes equal to the number of shares held by such stockholder times the number of directors nominated for election. The stockholder may cast all of such votes for one director or among the directors in any proportion. | | | There are no equivalent provisions in Singapore under the Singapore Companies Act. | |
Underwriter
|
| |
Number of
Ordinary Shares |
| |||
ThinkEquity LLC
|
| | | | | | |
| | | | | | | |
Total
|
| | | | | | |
| | | | | | | |
| | |
Per Share
|
| |
Total Without
Over-Allotment Option |
| |
Total With Full
Over-Allotment Option |
| |||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discount (7.5%)
|
| | | $ | | | | | $ | | | | | $ | | | |||
Non-accountable expense allowance (1%)
|
| | | $ | | | | | $ | | | | | $ | | | |||
Proceeds, before expenses, to us
|
| | | $ | | | | | $ | | | | | $ | | |
|
SEC Registration Fee
|
| | | $ | 5,333 | | |
|
NYSE American Listing Fee
|
| | | | [•] | | |
|
FINRA Filing Fee
|
| | | $ | 7,831 | | |
|
Legal Fees and Expenses
|
| | | | 350,000 | | |
|
Accounting Fees and Expenses
|
| | | | 830,000 | | |
|
Printing and Engraving Expenses
|
| | | | 50,000 | | |
|
Transfer Agent Fee
|
| | | | 500 | | |
|
Miscellaneous Expenses
|
| | | | 0 | | |
|
Total
|
| | | $ | [1,243,664] | | |
| | | | | | | | |
Audited Consolidated Financial Statements
|
| | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | |
Unaudited Financial Statements
|
| | | | | | |
| | | | F-53 | | | |
| | | | F-54 | | | |
| | | | F-55 | | | |
| | | | F-56 | | | |
| | | | F-57 | | | |
| | | | F-58 | | |
| | | | | |
As of December 31,
|
| |||||||||
| | | | | |
2020
|
| |
2019
|
| ||||||
| | |
Note
|
| |
As restated(1)
|
| |
As restated(1)
|
| ||||||
Assets | | | | | | | | | | | | | | | | |
Current Assets
|
| | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | $ | 2,273,151 | | | | | $ | 3,290,095 | | |
Accounts receivable, net
|
| | | | | | | 948,341 | | | | | | 1,263,849 | | |
Due from related parties
|
| |
5
|
| | | | 53,851 | | | | | | 67,310 | | |
Inventories
|
| |
6
|
| | | | 112,543 | | | | | | 119,516 | | |
Prepaid expenses and other current assets
|
| |
7
|
| | | | 1,548,717 | | | | | | 1,065,035 | | |
Total Current Assets
|
| | | | | | | 4,936,603 | | | | | | 5,805,805 | | |
Property and equipment, net
|
| |
8
|
| | | | 7,596,990 | | | | | | 7,399,412 | | |
Operating lease right-of-use asset
|
| |
9
|
| | | | 1,663,881 | | | | | | 2,194,073 | | |
Investments at fair value
|
| |
10
|
| | | | 29,076 | | | | | | 28,526 | | |
Goodwill
|
| |
11
|
| | | | 1,209,953 | | | | | | 1,209,953 | | |
Intangible assets, net
|
| |
12
|
| | | | 1,004,914 | | | | | | 922,379 | | |
Other non-current assets
|
| |
14
|
| | | | 516,296 | | | | | | — | | |
Total Assets
|
| | | | | | $ | 16,957,713 | | | | | $ | 17,560,148 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | |
Current Liabilities
|
| | | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | $ | 821,820 | | | | | $ | 486,871 | | |
Accrued expenses and other current liabilities
|
| |
15
|
| | | | 1,810,222 | | | | | | 1,442,590 | | |
Deferred revenue
|
| |
16
|
| | | | 1,546,712 | | | | | | 3,231,431 | | |
Operating lease liabilities – current portion
|
| |
9
|
| | | | 545,132 | | | | | | 544,551 | | |
Loans payable – current portion
|
| |
17
|
| | | | 65,611 | | | | | | 64,379 | | |
Loans payable – related parties – current portion
|
| |
18
|
| | | | 589,502 | | | | | | 432,800 | | |
Total Current Liabilities
|
| | | | | | | 5,378,999 | | | | | | 6,202,622 | | |
Operating lease liabilities – non-current portion
|
| |
9
|
| | | | 1,307,932 | | | | | | 1,729,188 | | |
Loans payable – non-current portion
|
| |
17
|
| | | | 157,629 | | | | | | 1,217,509 | | |
Loans payable – related parties – noncurrent portion
|
| |
18
|
| | | | — | | | | | | 400,000 | | |
Convertible debt obligations, net of debt discount of $0 and
$337,838 as of December 31, 2020 and December 31, 2019, respectively |
| |
19
|
| | | | 1,531,639 | | | | | | 1,918,340 | | |
Deferred tax liability
|
| |
13
|
| | | | 875,425 | | | | | | 736,645 | | |
Other non-current liabilities
|
| |
20
|
| | | | — | | | | | | 25,147 | | |
Total Liabilities
|
| | | | | | | 9,251,624 | | | | | | 12,229,451 | | |
Commitments and Contingencies Stockholders’ Equity: | | | | | | | | | | | | | | | | |
Contributed capital
|
| |
21
|
| | | | 50,630,439 | | | | | | 26,846,043 | | |
Subscriptions receivable
|
| |
21
|
| | | | (1,900,857) | | | | | | (1,125,774) | | |
Reserves
|
| | | | | | | (32,112,799) | | | | | | (13,844,404) | | |
Accumulated deficit
|
| | | | | | | (9,167,848) | | | | | | (6,050,692) | | |
Treasury stock, at cost
|
| |
21
|
| | | | — | | | | | | (494,476) | | |
Capital and reserves attributable to owners of Genius Group Ltd
|
| | | | | | | 7,448,935 | | | | | | 5,330,697 | | |
Non-controlling interest
|
| | | | | | | 257,154 | | | | | | — | | |
Total Stockholders’ Equity
|
| | | | | | | 7,706,089 | | | | | | 5,330,697 | | |
Total Liabilities and Stockholders’ Equity
|
| | | | | | $ | 16,957,713 | | | | | $ | 17,560,148 | | |
| | | | | | | | |
For the Years ended
|
| |||||||||
| | | | | | | | |
December 31,
|
| |||||||||
| | | | | | | | |
2020
|
| |
2019
|
| ||||||
| | |
Note
|
| |
As restated(1)
|
| |
As restated(1)
|
| |||||||||
Revenue
|
| | | | 22 | | | | | $ | 7,633,776 | | | | | $ | 9,949,057 | | |
Cost of revenue
|
| | | | | | | | | | (4,134,108) | | | | | | (5,024,302) | | |
Gross profit
|
| | | | | | | | | | 3,499,668 | | | | | | 4,924,755 | | |
Operating (Expenses) Income | | | | | | | | | | | | | | | | | | | |
General and administrative
|
| | | | 24 | | | | | | (6,151,221) | | | | | | (7,102,720) | | |
Depreciation and amortization
|
| | | | | | | | | | (40,906) | | | | | | (47,537) | | |
Other operating income
|
| | | | 23 | | | | | | 133,519 | | | | | | 94,131 | | |
Bargain purchase gain
|
| | | | | | | | | | — | | | | | | 1,060,794 | | |
(Loss) gains from foreign currency transactions
|
| | | | | | | | | | (121,909) | | | | | | 31,704 | | |
Total operating expenses
|
| | | | | | | | | | (6,180,517) | | | | | | (5,963,628) | | |
Loss from Operations
|
| | | | | | | | | | (2,680,849) | | | | | | (1,038,873) | | |
(Expense) Income | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | 25 | | | | | | (853,983) | | | | | | (863,871) | | |
Change in fair value of derivative liabilities
|
| | | | | | | | | | — | | | | | | 783,735 | | |
Other income
|
| | | | | | | | | | 411,763 | | | | | | — | | |
Total Other Expense
|
| | | | | | | | | | (442,220) | | | | | | (80,136) | | |
Loss Before Income Tax
|
| | | | | | | | | | (3,123,069) | | | | | | (1,119,009) | | |
Income Tax Expense
|
| | |
|
27
|
| | | |
|
(69,245)
|
| | | |
|
(111,310)
|
| |
Net Loss
|
| | | | | | | | | | (3,192,314) | | | | | | (1,230,319) | | |
Other comprehensive income:
|
| | | | | | | | | | | | | | | | | | |
Foreign currency translation
|
| | | | | | | | | | 2,129,081 | | | | | | (308,172) | | |
Total Comprehensive Loss
|
| | | | | | | | | $ | (1,063,233) | | | | | $ | (1,538,491) | | |
Total Comprehensive Loss is attributable to:
|
| | | | | | | | | | | | | | | | | | |
Owners of Genius Group Ltd
|
| | | | | | | | | | (1,006,037) | | | | | | (1,538,491) | | |
Non-controlling interest
|
| | | | | | | | | | (57,196) | | | | | | — | | |
Total Comprehensive Loss
|
| | | | | | | | | $ | (1,063,233) | | | | | $ | (1,538,491) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 28 | | | | | | 12,575,605 | | | | | | 8,492,924 | | |
Basic and diluted loss per share from continuing operations
|
| | | | 28 | | | | | $ | (0.25) | | | | | $ | (0.14) | | |
| | | | | | | | | | | | | | | | | | | | |
Accumulated Other Comprehensive Loss
|
| | | | | | | | | | | | | | | | | | | |||||||||
| | |
Contributed
Capital As restated |
| |
Non-
controlling Interest |
| |
Subscriptions
Receivable |
| |
Foreign
Currency As restated |
| |
Reserves
As restated |
| |
Treasury
Stock |
| |
Accumulated
Deficit As restated |
| |
Total
Equity As restated |
| ||||||||||||||||||||||||
Balance, January 1, 2019, as restated
|
| | | $ | 16,460,431 | | | | | $ | — | | | | | $ | — | | | | | $ | (14,895) | | | | | | (5,123,337) | | | | | $ | (132,501) | | | | | $ | (5,071,564) | | | | | $ | 6,118,134 | | |
Net loss, as restated
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,230,319) | | | | | | (1,230,319) | | |
Foreign currency translation
adjustments |
| | | | | | | | | | | | | | | | | | | | | | (308,172) | | | | | | | | | | | | | | | | | | | | | | | | (308,172) | | |
Impact of Entrepreneurs Institute common control merger
|
| | | | 6,400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 398,748 | | | | | | 6,798,748 | | |
Shares issued for cash
|
| | | | 2,599,978 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,599,978 | | |
Shares issued in satisfaction of liability
|
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Shares issued for subscriptions
receivable |
| | | | 1,125,774 | | | | | | | | | | | | (1,125,774) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Share based compensation
|
| | | | 171,768 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 171,768 | | |
Purchase of treasury shares
|
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (656,513) | | | | | | | | | | | | (656,513) | | |
Resale of treasury stock
|
| | | | 88,092 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 294,538 | | | | | | | | | | | | 382,630 | | |
Dividend | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (147,557) | | |
Adjustments to book value method(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (8,398,000) | | | | | | | | | | | | | | | | | | (8,398,000) | | |
Balance, December 31, 2019,
as restated |
| | | $ | 26,846,043 | | | | | $ | — | | | | | $ | (1,125,774) | | | | | $ | (323,067) | | | | | $ | (13,521,337) | | | | | $ | (494,476) | | | | | $ | (6,050,692) | | | | | $ | 5,330,697 | | |
Net loss, as restated
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,192,315) | | | | | | (3,192,315) | | |
Foreign currency translation
adjustments |
| | | | | | | | | | | | | | | | | | | | | | 2,129,081 | | | | | | | | | | | | | | | | | | | | | | | | 2,129,081 | | |
Shares issued for cash
|
| | | | 2,222,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,222,000 | | |
Shares issued for subscriptions
receivable |
| | | | 915,763 | | | | | | | | | | | | (915,763) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Shares issued for conversion of convertible notes
|
| | | | 2,664,004 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,664,004 | | |
Shares issued for acquisition of Entrepreneur Resorts Ltd
|
| | | | 17,798,374 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,798,374 | | |
Eliminations on acquisition of Entrepreneur Resorts
|
| | | | | | | | | | | | | | | | 140,680 | | | | | | | | | | | | | | | | | | 494,476 | | | | | | | | | | | | 635,156 | | |
Shares issued in satisfaction of a liability,
net of derivative liability |
| | | | 100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,000 | | |
Non-controlling Interest
|
| | | | (314,350) | | | | | | 257,154 | | | | | | | | | | | | (17,963) | | | | | | | | | | | | | | | | | | 75,159 | | | | | | — | | |
Share based compensation
|
| | | | 398,605 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 398,605 | | |
Adjustments to book value method(1)
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | (20,379,513) | | | | | | | | | | | | | | | | | | (20,379,513) | | |
Balance, December 31, 2020, as restated
|
| | | $ | 50,630,439 | | | | | $ | 257,154 | | | | | $ | (1,900,857) | | | | | $ | 1,788,051 | | | | | | (33,900,850) | | | | | $ | — | | | | | $ | (9,167,848) | | | | | $ | 7,706,089 | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
As restated(1)
|
| |
As restated(1)
|
| ||||||
Cash Flows From Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (3,192,314) | | | | | $ | (1,230,319) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Stock-based compensation
|
| | | | 398,605 | | | | | | 171,768 | | |
Depreciation and amortization
|
| | | | 1,570,593 | | | | | | 1,262,108 | | |
Bargain purchase gain
|
| | | | — | | | | | | (1,060,794) | | |
Amortization of deferred tax liability
|
| | | | (68,808) | | | | | | — | | |
Amortization of debt discount
|
| | | | 322,947 | | | | | | 580,049 | | |
Provision for doubtful debts
|
| | | | 161,788 | | | | | | — | | |
Loss (gain) on foreign exchange transactions
|
| | | | 121,904 | | | | | | (31,704) | | |
Loss on disposal of property and equipment
|
| | | | 294 | | | | | | — | | |
Change in fair value of derivative liability
|
| | | | — | | | | | | (783,735) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | 153,720 | | | | | | (557,044) | | |
Prepaid expenses and other current assets
|
| | | | (483,682) | | | | | | (699,189) | | |
Inventory
|
| | | | 6,973 | | | | | | (27,793) | | |
Accounts payable
|
| | | | 334,949 | | | | | | (138,625) | | |
Accrued expenses and other current liabilities
|
| | | | 117,632 | | | | | | 290,219 | | |
Deferred revenue
|
| | | | (1,684,719) | | | | | | 833,050 | | |
Deferred tax liability
|
| | | | 138,052 | | | | | | 84,046 | | |
Other non-current liabilities
|
| | | | (25,147) | | | | | | 22,323 | | |
Total adjustments
|
| | | | 1,065,101 | | | | | | (55,321) | | |
Net Cash Used In Operating Activities
|
| | | | (2,127,213) | | | | | | (1,285,640) | | |
Cash Flows From Investing Activities
|
| | | | | | | | | | | | |
Purchase of intangible assets
|
| | | | (437,764) | | | | | | (423,959) | | |
Purchase of equipment
|
| | | | (233,823) | | | | | | (636,165) | | |
Sale of equipment
|
| | | | 25,236 | | | | | | 3,545 | | |
Acquisition of Entrepreneurs Institute
|
| | | | — | | | | | | (800,000) | | |
Cash paid in Matla acquisition
|
| | | | — | | | | | | (1) | | |
Cash acquired in Matla acquisition
|
| | | | — | | | | | | 14,759 | | |
Purchase of investment in Health360
|
| | | | — | | | | | | (373) | | |
Deposit on investment in UAV
|
| | | | (516,296) | | | | | | — | | |
Net Cash Used In Investing Activities
|
| | | | (1,162,647) | | | | | | (1,842,194) | | |
Cash Flows From Financing Activities
|
| | | | | | | | | | | | |
Amount due to/from related party
|
| | | | 13,459 | | | | | | 48,066 | | |
Dividends paid
|
| | | | — | | | | | | (147,557) | | |
Purchase of treasury stock
|
| | | | — | | | | | | (656,513) | | |
Proceeds from sale of treasury stock
|
| | | | — | | | | | | 382,630 | | |
Proceeds from convertible debt, net of issuance costs
|
| | | | 1,819,145 | | | | | | 2,256,178 | | |
Convertible debt issuance costs
|
| | | | — | | | | | | (134,151) | | |
Proceeds from equity issuances, net of issuance costs
|
| | | | 2,222,000 | | | | | | 2,599,978 | | |
Operating lease liability
|
| | | | (420,675) | | | | | | (153,437) | | |
Repayments of loans payable
|
| | | | (551,946) | | | | | | (218,572) | | |
Net Cash Provided By Financing Activities
|
| | | | 3,081,983 | | | | | | 3,976,622 | | |
Effect of Exchange Rate Changes on Cash
|
| | | | (809,067) | | | | | | (296,582) | | |
Net (Decrease) Increase In Cash
|
| | | | (1,016,944) | | | | | | 552,206 | | |
Cash – Beginning of year
|
| | | | 3,290,095 | | | | | | 2,737,889 | | |
Cash – End of year
|
| | | $ | 2,273,151 | | | | | $ | 3,290,095 | | |
Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | | |
Cash paid during the period for interest
|
| | | $ | 335,606 | | | | | $ | 266,059 | | |
Non-Cash Investing and Financing Activities
|
| | | | | | | | | | | | |
Debt discount for derivative liability
|
| | | $ | — | | | | | $ | 783,735 | | |
ROU asset for lease liability
|
| | | $ | — | | | | | $ | 2,427,176 | | |
Treasury stock adjustment
|
| | | $ | 494,476 | | | | | $ | — | | |
Condonation of loan
|
| | | $ | 400,000 | | | | | $ | — | | |
Shares issued for subscription receivable
|
| | | $ | 915,763 | | | | | $ | 1,125,774 | | |
Share issued in satisfaction of a liability, net of derivative liability (2020: $250,000)
|
| | | $ | 100,000 | | | | | $ | — | | |
Shares issued for the acquisition of Entrepreneur Resorts and Entrepreneurs Institute
|
| | | $ | 17,798,374 | | | | | $ | 6,400,000 | | |
Shares issued for conversion of convertible notes
|
| | | $ | 2,664,004 | | | | | $ | — | | |
Loan payable for the acquisition of Entrepreneurs Institute
|
| | | $ | — | | | | | $ | 800,000 | | |
Category
|
| |
Depreciation
Method |
| |
Useful Life
|
|
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
20 years
|
|
Machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
5 years
|
|
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
5 years
|
|
Motor vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
5 years
|
|
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
5 years
|
|
IT equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
3 – 5 years
|
|
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
Straight line
|
| |
2 – 8 years
|
|
Spa equipment, curtains, crockery, glassware and linen
|
| |
Straight line
|
| |
5 years
|
|
| | | | | | | |
Standard/Interpretation
|
| |
Effective for periods
beginning on or after |
|
| | | | |
Amendments to References to the Conceptual Framework in IFRS Standards
|
| |
January 1, 2020
|
|
Amendments to FRS 1 and FRS 8 Definition of Material
|
| |
January 1, 2020
|
|
Amendments to IFRS 3 Definition of a Business
|
| |
January 1, 2020
|
|
Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform
|
| |
January 1, 2020
|
|
Amendment to IFRS 16 COVID-19 Related Rent Concessions . . . . . . . . . . . . . . .
|
| |
June 1, 2020
|
|
| | | | |
Standard/Interpretation
|
| |
Effective for periods
beginning on or after |
|
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2
|
| |
January 1, 2021
|
|
Amendments to IFRS 3 Reference to the Conceptual Framework Relating to Business Combinations
|
| |
January 1, 2022
|
|
Amendments to IAS 37 Onerous Contracts – Cost of Fulfilling a Contract
|
| |
January 1, 2022
|
|
Annual Improvements to IFRS Standards 2018-2020
|
| |
January 1, 2022
|
|
Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use
|
| |
January 1, 2022
|
|
Amendments to IAS 1 Classification of Liabilities as Current or Non-current
|
| |
January 1, 2023
|
|
Amendments to IFRS 17 Insurance Contracts
|
| |
January 1, 2023
|
|
| | | | |
| | |
Amount
|
| |||
Cash & equivalents
|
| | | $ | 159,000 | | |
Accounts receivable
|
| | | | 984,000 | | |
Advances to affiliates
|
| | | | 830,000 | | |
Prepaid expenses
|
| | | | 468,000 | | |
Other assets
|
| | | | 9,000 | | |
Total acquired assets
|
| | | | 2,450,000 | | |
Less: Acquired liabilities | | | | | | | |
Accounts payable
|
| | | | (566,000) | | |
Accrued expenses
|
| | | | (58,000) | | |
Deferred revenue
|
| | | | (2,224,000) | | |
Net assets acquired
|
| | | $ | (398,000) | | |
| | | | | | | |
| | |
Amount
|
| |||
Cash & equivalents
|
| | | $ | 14,759 | | |
Buildings
|
| | | | 975,008 | | |
Right of use asset
|
| | | | 166,925 | | |
Other property and equipment
|
| | | | 290,865 | | |
Other assets
|
| | | | 9,888 | | |
Total acquired assets
|
| | | | 1,457,445 | | |
Less: Acquired liabilities | | | | | | | |
Accounts payable
|
| | | | (8,499) | | |
Lease liability
|
| | | | (166,925) | | |
Deferred tax liability
|
| | | | (218,402) | | |
Other liabilities
|
| | | | (2,824) | | |
Net assets acquired
|
| | | $ | 1,060,795 | | |
| | | | | | | |
| | |
Amount
|
| |||
Cash and cash equivalents
|
| | | | 1,376,396 | | |
Accounts receivable, net
|
| | | | 196,434 | | |
Due from related parties
|
| | | | 3,171 | | |
Inventories
|
| | | | 157,927 | | |
Prepaid expenses and other current assets
|
| | | | 613,164 | | |
Property and equipment, net
|
| | | | 6,865,544 | | |
Operating lease right-of-use asset
|
| | | | 1,740,083 | | |
Other intangible assets
|
| | | | 67,849 | | |
Goodwill
|
| | | | 1,209,953 | | |
Total acquired assets
|
| | | | 12,230,521 | | |
Less: Acquired liabilities | | | | | | | |
Accounts payable
|
| | | | 56,490 | | |
Accrued expenses and other current liabilities
|
| | | | 1,013,665 | | |
Deferred revenue
|
| | | | 564,215 | | |
Operating lease liabilities – current portion
|
| | | | 519,740 | | |
Deferred tax liability
|
| | | | 607,270 | | |
Operating lease liabilities – non-current portion
|
| | | | 1,311,110 | | |
Loans payable – non-current portion
|
| | | | 1,000,000 | | |
Convertible debt obligations
|
| | | | 1,220,450 | | |
Total acquired liabilities
|
| | | | 6,292,940 | | |
Net assets
|
| | | $ | 5,937,581 | | |
Net assets acquired – 97.8% controlling interest
|
| | | $ | 5,806,954 | | |
| | | | | | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Food and beverage
|
| | | $ | 42,694 | | | | | $ | 47,224 | | |
Merchandise
|
| | | | 59,943 | | | | | | 65,098 | | |
Consumables
|
| | | | 9,906 | | | | | | 7,194 | | |
Total inventories
|
| | | $ | 112,543 | | | | | $ | 119,516 | | |
| | | | | | | | | | | | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | | $ | 1,305,088 | | | | | $ | 832,280 | | |
Deposits
|
| | | | 226,189 | | | | | | 223,718 | | |
Other receivables
|
| | | | 17,440 | | | | | | 9,037 | | |
Total
|
| | | $ | 1,548,717 | | | | | $ | 1,065,035 | | |
| | | | | | | | | | | | | |
| | |
2020
As restated |
| |
2019
|
| ||||||||||||||||||||||||||||||
| | |
Cost
As restated |
| |
Accumulated
Depreciation |
| |
Carrying
Value As restated |
| |
Cost
|
| |
Accumulated
Depreciation |
| |
Carrying
Value |
| ||||||||||||||||||
Land . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 1,486,718 | | | | | $ | — | | | | | $ | 1,486,718 | | | | | $ | 1,486,718 | | | | | $ | — | | | | | $ | 1,486,718 | | |
Buildings, as restated . . . . . . . . . . . . . .
|
| | | | 4,625,408 | | | | | | (674,781) | | | | | | 3,950,627 | | | | | | 3,774,580 | | | | | | (344,035) | | | | | | 3,430,545 | | |
Leasehold property . . . . . . . . . . .
|
| | | | 4,251,845 | | | | | | (2,596,718) | | | | | | 1,655,127 | | | | | | 3,373,869 | | | | | | (2,354,975) | | | | | | 1,018,894 | | |
Plant and machinery . . . . . . . . . .
|
| | | | 164,137 | | | | | | (79,453) | | | | | | 84,684 | | | | | | 167,428 | | | | | | (71,509) | | | | | | 95,919 | | |
Furniture and fixtures . . . . . . . . .
|
| | | | 466,277 | | | | | | (276,904) | | | | | | 189,373 | | | | | | 450,618 | | | | | | (219,166) | | | | | | 231,452 | | |
Motor vehicles . . . . . . . . . . . . . .
|
| | | | 341,906 | | | | | | (248,580) | | | | | | 93,326 | | | | | | 356,094 | | | | | | (220,244) | | | | | | 135,850 | | |
Office equipment . . . . . . . . . . . . .
|
| | | | 23,599 | | | | | | (13,164) | | | | | | 10,435 | | | | | | 23,700 | | | | | | (10,909) | | | | | | 12,791 | | |
IT equipment . . . . . . . . . . . . . . .
|
| | | | 113,790 | | | | | | (80,800) | | | | | | 32,990 | | | | | | 113,630 | | | | | | (71,190) | | | | | | 42,440 | | |
Computer Software . . . . . . . . . . .
|
| | | | 4,456 | | | | | | (4,456) | | | | | | — | | | | | | 4,456 | | | | | | (4,456) | | | | | | — | | |
Construction in progress . . . . . . . .
|
| | | | — | | | | | | — | | | | | | — | | | | | | 825,307 | | | | | | — | | | | | | 825,307 | | |
Spa equipment, curtains, crockery, glassware and linen . . . . . . . . . .
|
| | | | 255,434 | | | | | | (161,724) | | | | | | 93,710 | | | | | | 257,094 | | | | | | (137,598) | | | | | | 119,496 | | |
| | | | $ | 11,733,570 | | | | | $ | (4,136,580) | | | | | $ | 7,596,990 | | | | | $ | 10,833,494 | | | | | $ | (3,434,082) | | | | | $ | 7,399,412 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Opening
Balance |
| |
Additions
|
| |
Disposals
|
| |
Translation
|
| |
Reclass
|
| |
Depreciation
|
| |
Closing Balance
As restated |
| |||||||||||||||||||||
Land . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 1,486,718 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 1,486,718 | | |
Buildings, as restated . . . . . . . . . . . .
|
| | | | 3,430,545 | | | | | | 490,961 | | | | | | — | | | | | | 359,867 | | | | | | | | | | | | (330,746) | | | | | | 3,950,627 | | |
Leasehold Property . . . . . . . . . . . . .
|
| | | | 1,018,894 | | | | | | 54,250 | | | | | | — | | | | | | (1,579) | | | | | | 825,307 | | | | | | (241,743) | | | | | | 1,655,129 | | |
Plant & Machinery . . . . . . . . . . . . .
|
| | | | 95,919 | | | | | | — | | | | | | — | | | | | | (3,291) | | | | | | | | | | | | (7,944) | | | | | | 84,684 | | |
Furniture and Fixtures . . . . . . . . . . .
|
| | | | 231,452 | | | | | | 39,739 | | | | | | (24,033) | | | | | | | | | | | | | | | | | | (57,785) | | | | | | 189,373 | | |
Motor Vehicles . . . . . . . . . . . . . . . .
|
| | | | 135,850 | | | | | | — | | | | | | — | | | | | | (13,734) | | | | | | | | | | | | (28,336) | | | | | | 93,780 | | |
Office Equipment . . . . . . . . . . . . . .
|
| | | | 12,791 | | | | | | 3,893 | | | | | | (1,203) | | | | | | (2,751) | | | | | | | | | | | | (2,295) | | | | | | 10,435 | | |
IT Equipment . . . . . . . . . . . . . . . . .
|
| | | | 42,440 | | | | | | — | | | | | | — | | | | | | (341) | | | | | | | | | | | | (9,564) | | | | | | 32,535 | | |
Construction in progress . . . . . . . . .
|
| | | | 825,307 | | | | | | — | | | | | | — | | | | | | | | | | | | (825,307) | | | | | | — | | | | | | — | | |
Spa Equipment, curtains, crockery, glassware and linen . . . . . . . . . . .
|
| | | | 119,496 | | | | | | — | | | | | | — | | | | | | (1,661) | | | | | | | | | | | | (24,126) | | | | | | 93,709 | | |
| | | | $ | 7,399,412 | | | | | $ | 588,843 | | | | | $ | (25,236) | | | | | $ | 336,510 | | | | | $ | — | | | | | $ | (702,539) | | | | | $ | 7,596,990 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Opening
Balance |
| |
Additions
|
| |
Disposals
|
| |
Translation
|
| |
Revaluation
|
| |
Depreciation
|
| |
Closing Balance
|
| |||||||||||||||||||||
Land . . . . . . . . . . . . . . . . . . . . .
|
| | | | 1,486,453 | | | | | | 265 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 1,486,718 | | |
Buildings . . . . . . . . . . . . . . . . . .
|
| | | | 3,448,091 | | | | | | 147,815 | | | | | | — | | | | | | | | | | | | | | | | | | (165,361) | | | | | | 3,430,545 | | |
Leasehold Property . . . . . . . . . . .
|
| | | | 832,002 | | | | | | 706,146 | | | | | | — | | | | | | | | | | | | | | | | | | (519,254) | | | | | | 1,018,894 | | |
Plant & Machinery . . . . . . . . . . .
|
| | | | 13,390 | | | | | | 93,074 | | | | | | (3,309) | | | | | | | | | | | | | | | | | | (7,236) | | | | | | 95,919 | | |
Furniture and Fixtures . . . . . . . .
|
| | | | 239,759 | | | | | | 14,372 | | | | | | — | | | | | | | | | | | | | | | | | | (22,679) | | | | | | 231,452 | | |
Motor Vehicles . . . . . . . . . . . . . .
|
| | | | 74,055 | | | | | | 70,791 | | | | | | — | | | | | | | | | | | | | | | | | | (8,996) | | | | | | 135,850 | | |
Office Equipment . . . . . . . . . . . .
|
| | | | 1,359 | | | | | | 16,658 | | | | | | (214) | | | | | | | | | | | | | | | | | | (5,012) | | | | | | 12,791 | | |
IT Equipment . . . . . . . . . . . . . .
|
| | | | 36,015 | | | | | | 18,682 | | | | | | — | | | | | | | | | | | | | | | | | | (12,257) | | | | | | 42,440 | | |
Construction in progress . . . . . . .
|
| | | | — | | | | | | 825,307 | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 825,307 | | |
Spa Equipment, curtains, crockery,
glassware and linen . . . . . . . . . |
| | | | 130,301 | | | | | | 8,928 | | | | | | (22) | | | | | | | | | | | | | | | | | | (19,711) | | | | | | 119,496 | | |
| | | | $ | 6,261,425 | | | | | $ | 1,902,038 | | | | | $ | (3,545) | | | | | $ | — | | | | | $ | — | | | | | $ | (760,506) | | | | | $ | 7,399,412 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Right of use asset – buildings
|
| | | $ | 1,378,312 | | | | | $ | 1,378,312 | | |
Right of use asset – office space
|
| | | | 58,412 | | | | | | 58,412 | | |
Right of use asset – leaseholds
|
| | | | 992,410 | | | | | | 992,410 | | |
Foreign currency translation
|
| | | | (39,007) | | | | | | — | | |
Accumulated depreciation on right of use assets
|
| | | | (726,246) | | | | | | (235,061) | | |
Right of use asset, net
|
| | | $ | 1,663,881 | | | | | $ | 2,194,073 | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Within one year
|
| | | $ | 545,132 | | | | | $ | 544,551 | | |
Two to five years
|
| | | | 660,034 | | | | | | 1,214,787 | | |
Thereafter
|
| | | | 9,924,141 | | | | | | 15,534,632 | | |
| | | | | 11,129,307 | | | | | | 17,293,970 | | |
Less: finance charges component
|
| | | | (9,276,243) | | | | | | (15,020,231) | | |
| | | | $ | 1,853,064 | | | | | $ | 2,273,739 | | |
Lease liabilities, current
|
| | | $ | 545,132 | | | | | $ | 544,551 | | |
Lease liabilities, non-current
|
| | | | 1,307,932 | | | | | | 1,729,188 | | |
| | | | $ | 1,853,064 | | | | | $ | 2,273,739 | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Investments in YouGo World
|
| | | $ | 28,698 | | | | | $ | 28,155 | | |
Other investments
|
| | | | 378 | | | | | | 371 | | |
Total
|
| | | $ | 29,076 | | | | | $ | 28,526 | | |
| | | | | | | | | | | | | |
|
Balance as of December 31, 2018, as restated
|
| | | | 1,209,953 | | |
|
Additions -
|
| | | | — | | |
|
Balance as of December 31, 2019, as restated
|
| | | $ | 1,209,953 | | |
|
Additions -
|
| | | | — | | |
|
Balance as of December 31, 2020, as restated
|
| | | $ | 1,209,953 | | |
| | | | | | | | |
| | |
Balance at
December 31, 2019 |
| |
Software
Development Additions |
| |
Purchase
of Intangibles |
| |
Amortization
Expense |
| |
Foreign
Currency Translation |
| |
Balance at
December 31, 2020, as restated |
| ||||||||||||||||||
Trademarks
|
| | | $ | — | | | | | $ | — | | | | | $ | 13,234 | | | | | $ | — | | | | | $ | — | | | | | $ | 13,234 | | |
GeniusU software platform
|
| | | $ | 1,563,193 | | | | | $ | 424,530 | | | | | $ | — | | | | | $ | — | | | | | $ | 19,459 | | | | | $ | 2,007,182 | | |
Accumulated amortization
|
| | | | (640,814) | | | | | | — | | | | | | — | | | | | | (359,822) | | | | | | (14,866) | | | | | | (1,015,502) | | |
Net carrying value
|
| | | $ | 922,379 | | | | | $ | 424,530 | | | | | $ | 13,234 | | | | | $ | (359,822) | | | | | $ | 4,593 | | | | | $ | 1,004,914 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Balance at
December 31, 2018 |
| |
Software
Development Additions |
| |
Purchase
of Intangibles |
| |
Amortization
Expense |
| |
Foreign
Currency Translation |
| |
Balance at
December 31, 2019, as restated |
| ||||||||||||||||||
GeniusU software platform
|
| | | $ | 1,103,705 | | | | | $ | 423,959 | | | | | $ | — | | | | | $ | — | | | | | $ | 35,529 | | | | | $ | 1,563,193 | | |
Accumulated Amortization
|
| | | | (358,067) | | | | | | | | | | | | | | | | | | (268,499) | | | | | | (14,248) | | | | | | (640,814) | | |
Net carrying value
|
| | | $ | 745,638 | | | | | $ | 423,959 | | | | | $ | — | | | | | $ | (268,499) | | | | | $ | 21,281 | | | | | $ | 922,379 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Balance
December 31, 2019, as restated |
| |
Recognized
In Business Combinations |
| |
Recognized
In Provision For Income Taxes |
| |
Balance
December 31, 2020, as restated |
| ||||||||||||
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Property, plant, and equipment
|
| | | | (1,005,005) | | | | | | (69,537) | | | | | | 94,930 | | | | | | (979,612) | | |
Other
|
| | | | — | | | | | | | | | | | | (8,431) | | | | | | (8,431) | | |
| | | | | (1,005,005) | | | | | | (69,537) | | | | | | 86,499 | | | | | $ | (988,043) | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (Section 24C allowance)
|
| | | | (11,709) | | | | | | — | | | | | | (140) | | | | | | (11,849) | | |
Other (Other)
|
| | | | — | | | | | | — | | | | | | 26,452 | | | | | | 26,452 | | |
| | | | | (11,709) | | | | | | — | | | | | | 26,312 | | | | | | 14,603 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Income in Advance
|
| | | | 105,108 | | | | | | — | | | | | | (7,093) | | | | | | 98,015 | | |
Tax Losses
|
| | | | 174,963 | | | | | | | | | | | | (174,963) | | | | | | — | | |
| | | | | 280,071 | | | | | | — | | | | | | (182,056) | | | | | | 98,015 | | |
Net deferred tax assets and (liabilities)
|
| | | $ | (736,645) | | | | | $ | (69,537) | | | | | $ | (69,245) | | | | | $ | (875,425) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Balance
December 31, 2018 |
| |
Recognized
In Business Combinations |
| |
Recognized
In Provision For Income Taxes |
| |
Balance
December 31, 2019, as restated |
| ||||||||||||
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Property, plant, and equipment
|
| | | | (853,231) | | | | | | (218,402) | | | | | | 66,628 | | | | | $ | (1,005,005) | | |
Other
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | — | | |
| | | | | (853,231) | | | | | | (218,402) | | | | | | 66,628 | | | | | | (1,005,005) | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Receivables
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | — | | |
Prepaid expenses
|
| | | | (1,536) | | | | | | — | | | | | | 1,536 | | | | | $ | — | | |
Other (Section 24C allowance)
|
| | | | (70,427) | | | | | | — | | | | | | 58,718 | | | | | $ | (11,709) | | |
| | | | | (71,963) | | | | | | — | | | | | | 60,254 | | | | | | (11,709) | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | — | | |
Income in Advance
|
| | | | 117,378 | | | | | | — | | | | | | (12,270) | | | | | $ | 105,108 | | |
Tax Losses
|
| | | | 373,618 | | | | | | | | | | | | (198,656) | | | | | $ | 174,963 | | |
| | | | | 490,996 | | | | | | | | | | | | (210,926) | | | | | | 280,071 | | |
Net deferred tax assets and (liabilities)
|
| | | $ | (434,198) | | | | | $ | (218,402) | | | | | $ | (84,044) | | | | | $ | (736,645) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Unused tax losses for which no deferred tax assets has been recognized
|
| | | $ | (6,155,623) | | | | | $ | (4,044,750) | | |
Potential tax benefit of such unused tax losses at applicable statutory tax rates
|
| | | $ | (1,305,245) | | | | | $ | (768,413) | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Accrued expenses
|
| | | $ | 233,842 | | | | | $ | 275,258 | | |
North West Parks Board
|
| | | | 1,049,515 | | | | | | 986,516 | | |
Other taxation payable
|
| | | | 104,368 | | | | | | 135,381 | | |
VAT
|
| | | | 28,271 | | | | | | 33,938 | | |
Derivative liability
|
| | | | 250,000 | | | | | | — | | |
Sundry payables
|
| | | | 144,226 | | | | | | 11,497 | | |
Total
|
| | | $ | 1,810,222 | | | | | $ | 1,442,590 | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Advance bookings for lodges
|
| | | $ | 379,305 | | | | | $ | 399,291 | | |
Educational revenue paid in advance
|
| | | | 1,026,700 | | | | | | 2,724,427 | | |
Other prepaid income
|
| | | | 140,707 | | | | | | 107,713 | | |
Total
|
| | | $ | 1,546,712 | | | | | $ | 3,231,431 | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Loans payable – current portion
|
| | | $ | 65,611 | | | | | $ | 64,379 | | |
Loans payable – non-current portion
|
| | | | 157,629 | | | | | | 1,217,509 | | |
Total
|
| | | $ | 223,240 | | | | | $ | 1,281,888 | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Loan payable to related parties for the acquisition of Entrepreneurs Institute
Current portion |
| | | $ | 400,000 | | | | | $ | 400,000 | | |
Non-current portion
|
| | | | — | | | | | | 400,000 | | |
Subtotal
|
| | | | 400,000 | | | | | | 800,000 | | |
Other loans payable to related parties, current
|
| | | | 189,502 | | | | | | 32,800 | | |
Total loans payable to related parties
|
| | | $ | 589,502 | | | | | $ | 832,800 | | |
| | | | | | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Convertible debt obligations, gross
|
| | | $ | 1,531,639 | | | | | $ | 2,256,178 | | |
Deferred debt discount
|
| | | | — | | | | | | (337,838) | | |
Convertible debt obligations, net
|
| | | $ | 1,531,639 | | | | | $ | 1,918,340 | | |
| |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Risk-free interest rate
|
| | | | 0.13% | | | | | | 2.50% | | |
Contractual term (years)
|
| | | | 2.00 | | | | | | 2.00 | | |
Expected volatility
|
| | | | 42.00% | | | | | | 39.00% | | |
Expected dividends
|
| | | | 0.00% | | | | | | 0.00% | | |
| | | | | | | | | | | | | |
| | |
No of
Options |
| |
Weighted
Average Share Price |
| |
Weighted
Average Remaining Life |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding Jan. 1, 2018
|
| | | | 253,818 | | | | | | 2.43 | | | | | | 1.00 | | | | | | 119,667 | | |
Granted
|
| | | | 257,478 | | | | | | 3.56 | | | | | | 0.00 | | | | | | 0 | | |
Exercised
|
| | | | -253,818 | | | | | | 2.43 | | | | | | 0.00 | | | | | | 0 | | |
Expired
|
| | | | 0 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0 | | |
Outstanding Dec 31, 2019
|
| | | | 257,478 | | | | | | 3.56 | | | | | | 1.00 | | | | | | 580,613 | | |
Granted
|
| | | | 73,428 | | | | | | 5.81 | | | | | | 0.00 | | | | | | 0 | | |
Exercised
|
| | | | -257,478 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0 | | |
Expired
|
| | | | 0 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0 | | |
Outstanding Dec 31, 2020
|
| | | | 73,428 | | | | | | 5.81 | | | | | | 1.00 | | | | | | 97,782 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Options Outstanding
|
| |
Options Exercisable
|
| |||||||||||||||||||||
Year
|
| |
Exercise
Price |
| |
Outstanding
Number of options |
| |
Underlying
Common Stock |
| |
Weighted
Average Remaining Life in Years |
| |
Exercisable
Number of Warrants |
| ||||||||||||
2019
|
| | | $ | 3.56 | | | | | | 257,478 | | | |
Genius Group
|
| | | | n/a | | | | | | n/a | | |
2020
|
| | | $ | 5.81 | | | | | | 73,428 | | | |
Genius Group
|
| | | | n/a | | | | | | n/a | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Campus Revenue
– Sale of goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
| | | $ | 1,280,320 | | | | | $ | 1,796,961 | | |
– Rendering of services . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 735,246 | | | | | | 2,635,035 | | |
Campus sub-total . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 2,015,566 | | | | | | 4,431,996 | | |
Education Revenue | | | | | | | | | | | | | |
– Digital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 5,298,227 | | | | | | 4,771,253 | | |
– In-Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 319,983 | | | | | | 745,808 | | |
Education sub-total . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 5,618,210 | | | | | | 5,517,061 | | |
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 7,633,776 | | | | | $ | 9,949,057 | | |
| | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Administration and management fees received
|
| | | $ | — | | | | | $ | 12,458 | | |
Other income
|
| | | | 133,519 | | | | | | 81,673 | | |
| | | | $ | 133,519 | | | | | $ | 94,131 | | |
| | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Consulting and professional services
|
| | | $ | 424,891 | | | | | $ | 606,738 | | |
Marketing
|
| | | | 72,942 | | | | | | 814,873 | | |
Rent expense
|
| | | | 144,423 | | | | | | 457,735 | | |
Repairs and maintenance
|
| | | | 103,152 | | | | | | 120,023 | | |
Salaries, wages, bonuses and other benefits
|
| | | | 3,031,485 | | | | | | 3,538,114 | | |
Travel
|
| | | | 13,356 | | | | | | 447,383 | | |
Utilities
|
| | | | 112,027 | | | | | | 85,319 | | |
Other
|
| | | | 1,314,430 | | | | | | 499,834 | | |
Development charges
|
| | | | 378,010 | | | | | | 360,933 | | |
Stock-based compensation
|
| | | | 394,717 | | | | | | 171,768 | | |
Provision for doubtful debts
|
| | | | 161,788 | | | | | | — | | |
Total general and administrative expenses
|
| | | $ | 6,151,221 | | | | | $ | 7,102,720 | | |
| | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Interest income
Bank and other cash |
| | | $ | 55,649 | | | | | $ | 1,996 | | |
Other financial assets – loans
|
| | | | — | | | | | | 102,431 | | |
Total interest income
|
| | | | 55,649 | | | | | | 104,427 | | |
Interest expense/finance costs | | | | ||||||||||
Lease liabilities
|
| | | | 131,291 | | | | | | 122,190 | | |
Other interest paid – loans
|
| | | | 455,394 | | | | | | 266,059 | | |
Amortization of debt discount
|
| | | | 322,947 | | | | | | 580,049 | | |
Total interest expense/ finance costs
|
| | | | 909,632 | | | | | | 968,298 | | |
Total interest (expense) income, net
|
| | | $ | (853,983) | | | | | $ | (863,871) | | |
| | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
As restated
|
| |
As restated
|
| ||||||
Current tax: | | | | | | | | | | | | | |
Current tax on profits for the year
|
| | | $ | — | | | | | $ | 27,265 | | |
| | | | | — | | | | | | 27,265 | | |
Deferred income tax: | | | | ||||||||||
(Increase) decrease in deferred tax assets
|
| | | | 155,603 | | | | | | 210,926 | | |
Decrease in deferred tax liabilities
|
| | | | (86,358) | | | | | | (126,881) | | |
| | | | | 69,245 | | | | | | 84,045 | | |
Provision for income taxes, as restated
|
| | | $ | 69,245 | | | | | $ | 111,310 | | |
| | | | | | | | | | | | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
As restated
|
| |||||||||
Income (loss) from continuing operations before provision for income
taxes |
| | | $ | (3,123,070) | | | | | $ | (1,119,009) | | |
Tax at the Singapore rate of 17%
|
| | | $ | (530,922) | | | | | $ | (190,232) | | |
Reconciling items: | | | | | | | | | | | | | |
Permanent differences
|
| | | | 39,478 | | | | | | 91,519 | | |
Usage of unrecorded net operating loss deferred tax asset
|
| | | | — | | | | | | (316,226) | | |
Current period net operating losses not recognized as a deferred tax asset
|
| | | | 407,519 | | | | | | 272,204 | | |
Rate differential – non-Singapore entities
|
| | | | (24,305) | | | | | | 188,728 | | |
Reversal of deferred tax liability
|
| | | | — | | | | | | — | | |
Other deferred tax activity
|
| | | | 177,474 | | | | | | 65,317 | | |
Provision for income taxes, as restated
|
| | | $ | 69,245 | | | | | $ | 111,310 | | |
| | | | | | | | | | | | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Basic loss per share from continuing operations, as restated
|
| | | $ | (0.25) | | | | | $ | (0.14) | | |
The calculation of basic and diluted earnings per share has been
based on the following loss attributable to ordinary shareholders and the weighted average number of ordinary shares |
| | | | | | | | | | | | |
Net Loss, as restated
|
| | | $ | (3,192,314) | | | | | $ | (1,230,319) | | |
Non-controlling Interest
|
| | | | 75,159 | | | | | | — | | |
Loss attributable to ordinary shareholders, as restated
|
| | | $ | (3,117,155) | | | | | $ | (1,230,319) | | |
Weighted average number of ordinary shares: | | | | | | | | | | | | | |
Issued at the beginning of the year
|
| | | | 9,742,998 | | | | | | 7,926,570 | | |
Issued in current year
|
| | | | 6,412,812 | | | | | | 1,816,428 | | |
Issued at the end of the year
|
| | | | 16,155,812 | | | | | | 9,742,998 | | |
Weighted average
|
| | | | 12,575,605 | | | | | | 8,492,924 | | |
Diluted earnings (loss) per share:
|
| | | | | | | | | | | | |
There are no dilutive instruments and therefore diluted earnings per share is the same as basic earnings per share
|
| | | | | | | | | | | | |
Instruments that could potentially dilute basic earnings per share
in the future, but were not included in the calculation of diluted earnings per share because they are antidilutive: |
| | | | | | | | | | | | |
Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 7,138,140 | | | | | | 377,928 | | |
| | | | | | | | | | | | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
FINANCIAL ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets at amortized cost
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 2,273,151 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,273,151 | | |
Accounts receivable
|
| | | | — | | | | | | 948,341 | | | | | | — | | | | | | 948,341 | | |
Due from related parties . . . . . . . . . . . . . .
|
| | | | — | | | | | | 53,851 | | | | | | — | | | | | | 53,851 | | |
Financial assets at fair value through profit or loss
|
| | | | | ||||||||||||||||||||
Investments at fair value . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | | | | | 29,076 | | | | | | 29,076 | | |
FINANCIAL LIABILITIES | | | | | | ||||||||||||||||||||
Financial liabilities at amortized cost
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | — | | | | | | 821,820 | | | | | | — | | | | | | 821,820 | | |
Derivative liability
|
| | | | — | | | | | | 250,000 | | | | | | — | | | | | | 250,000 | | |
Loans payable
|
| | | | — | | | | | | 223,240 | | | | | | — | | | | | | 223,240 | | |
Loans payable, related parties
|
| | | | — | | | | | | 589,502 | | | | | | — | | | | | | 589,502 | | |
Lease liabilities
|
| | | | — | | | | | | 1,853,064 | | | | | | — | | | | | | 1,853,064 | | |
Convertible debt obligations, net
|
| | | | — | | | | | | 1,531,639 | | | | | | — | | | | | | 1,531,639 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
FINANCIAL ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets at amortized cost
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 3,290,095 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,290,095 | | |
Accounts receivable . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 1,263,849 | | | | | | — | | | | | | 1,263,849 | | |
Due from related parties . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 67,310 | | | | | | — | | | | | | 67,310 | | |
Financial assets at fair value through profit or loss
|
| | | | | ||||||||||||||||||||
Investments at fair value . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | | | | | 28,526 | | | | | | 28,526 | | |
FINANCIAL LIABILITIES | | | | | | ||||||||||||||||||||
Financial liabilities at amortized cost
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 486,871 | | | | | | — | | | | | | 486,871 | | |
Loans payable . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 1,281,888 | | | | | | — | | | | | | 1,281,888 | | |
Loans payable, related parties . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 832,800 | | | | | | — | | | | | | 832,800 | | |
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 2,273,739 | | | | | | — | | | | | | 2,273,739 | | |
Convertible debt obligations, net . . . . . . . . . . . . .
|
| | | | — | | | | | | 1,918,340 | | | | | | — | | | | | | 1,918,340 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Relationships
|
| | | |
Members of key management | | | Roger James Hamilton | |
| | | Dennis Owen Du Bois | |
| | | Sandra Lee Morrell | |
| | | Vilma Lisa Bovio | |
| | | Jeremy Justin Harris | |
| | | MI Senne | |
| | | Suraj Naik | |
| | | | |
| | | | | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | | | | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
Name of the Director
|
| |
Job Title
|
| |
Salary
|
| |
Stock-based
|
| |
Total
|
| |
Salary
|
| |
Stock-based
|
| |
Total
|
| ||||||||||||||||||
Roger James Hamilton
|
| | Chief Executive Officer | | | | $ | 463,235 | | | | | $ | 103,223 | | | | | $ | 566,458 | | | | | $ | 432,411 | | | | | $ | 60,007 | | | | | $ | 492,418 | | |
Michelle Clarke
|
| |
Chief Marketing Officer
|
| | | | 83,235 | | | | | | 18,553 | | | | | | 101,788 | | | | | | 93,746 | | | | | | 15,870 | | | | | | 109,616 | | |
Suraj Naik
|
| |
Chief Technology Officer
|
| | | | 67,719 | | | | | | 13,274 | | | | | | 80,993 | | | | | | 75,701 | | | | | | 11,588 | | | | | | 82,289 | | |
Sandra Morrell
|
| | Chief Operating Officer | | | | | 151,439 | | | | | | 30,284 | | | | | | 181,723 | | | | | | 165,947 | | | | | | 20,150 | | | | | | 186,097 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | | | | | | | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
Name of the Director
|
| |
Job Title
|
| |
Salary
|
| |
Stock-based
|
| |
Total
|
| |
Salary
|
| |
Stock-based
|
| |
Total
|
| |||||||||||||||||||||
Patrick Grove
|
| | | | Director | | | | | $ | 8,705 | | | | | $ | 34,870 | | | | | $ | 43,575 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Nic Lim
|
| | | | Director | | | | | | 6,964 | | | | | | 36,614 | | | | | | 43,578 | | | | | | 5,882 | | | | | | — | | | | | | 5,882 | | |
Anna Gong
|
| | | | Director | | | | | | 8,705 | | | | | | 34,870 | | | | | | 43,575 | | | | | | 5,882 | | | | | | — | | | | | | 5,882 | | |
Jeremy Harris
|
| | | | Director | | | | | | 39,652 | | | | | | 8,578 | | | | | | 48,230 | | | | | | 50,688 | | | | | | — | | | | | | 50,688 | | |
Dennis DuBois
|
| | | | Director | | | | | | 20,400 | | | | | | 3,592 | | | | | | 23,992 | | | | | | 24,000 | | | | | | — | | | | | | 24,000 | | |
Lisa Bovio
|
| | | | Director | | | | | | 20,400 | | | | | | 3,592 | | | | | | 23,992 | | | | | | 24,000 | | | | | | — | | | | | | 24,000 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
|
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||
|
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||||
Revenues
|
| | | $ | 5,618,210 | | | | | $ | 2,015,566 | | | | | $ | 7,633,776 | | | | | $ | 5,517,061 | | | | | $ | 4,431,996 | | | | | $ | 9,949,057 | | |
Depreciation and Amortization, as restated(1)(2)
|
| | | $ | 616,195 | | | | | $ | 954,398 | | | | | $ | 1,570,593 | | | | | | 276,798 | | | | | $ | 985,310 | | | | | $ | 1,262,108 | | |
(Loss) income from Operations, as restated
|
| | | $ | 306,710 | | | | | $ | (2,987,559) | | | | | $ | (2,680,849) | | | | | $ | (1,205,784) | | | | | $ | 166,911 | | | | | | (1,038,873) | | |
Net (Loss) income as restated
|
| | | $ | (67,609) | | | | | $ | (3,124,705) | | | | | $ | (3,192,314) | | | | | $ | (1,205,785) | | | | | $ | (24,534) | | | | | $ | (1,230,319) | | |
Interest Expense, net
|
| | | $ | 107,833 | | | | | $ | 746,150 | | | | | $ | 853,983 | | | | | $ | — | | | | | $ | 863,871 | | | | | $ | 863,871 | | |
Capital Expenditures
|
| | | $ | 437,764 | | | | | $ | 233,823 | | | | | $ | 671,587 | | | | | $ | 423,959 | | | | | $ | 636,165 | | | | | $ | 1,060,124 | | |
Total Property and Equipment, net , as
restated. . |
| | | $ | 10,881 | | | | | $ | 7,586,109 | | | | | $ | 7,596,990 | | | | | $ | 11,519 | | | | | $ | 7,387,893 | | | | | $ | 7,399,412 | | |
Total Assets, as restated
|
| | | $ | 3,336,242 | | | | | $ | 13,621,471 | | | | | $ | 16,957,713 | | | | | $ | 3,523,344 | | | | | $ | 14,036,804 | | | | | $ | 17,560,148 | | |
Total Liabilities, as restated
|
| | | $ | 5,852,323 | | | | | $ | 3,399,301 | | | | | $ | 9,251,624 | | | | | $ | 4,468,709 | | | | | $ | 7,760,742 | | | | | $ | 12,229,451 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
|
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||
|
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||||
Revenues
|
| | | $ | 5,618,210 | | | | | $ | 2,015,566 | | | | | $ | 7,633,776 | | | | | $ | 5,517,061 | | | | | $ | 4,431,996 | | | | | $ | 9,949,057 | | |
Depreciation and Amortization, as previously reported
|
| | | | 914,195 | | | | | $ | 1,226,131 | | | | | $ | 2,140,326 | | | | | $ | 373,465 | | | | | $ | 985,310 | | | | | $ | 1,358,775 | | |
Adjustments (Note 4)(1)
|
| | | | (298,000) | | | | | | (271,733) | | | | | | (569,733) | | | | | | (96,667) | | | | | | — | | | | | | (96,667) | | |
Depreciation and Amortization, as restated
|
| | | | 616,195 | | | | | $ | 954,398 | | | | | $ | 1,570,593 | | | | | | 276,798 | | | | | $ | 985,310 | | | | | $ | 1,262,108 | | |
(Loss) income from Operations, as previously reported
|
| | | | 8,710 | | | | | $ | (3,259,292) | | | | | $ | (3,250,582) | | | | | $ | (1,302,451) | | | | | $ | 166,911 | | | | | $ | (1,135,540) | | |
Adjustments (Note 4)
|
| | | | 298,000 | | | | | | 271,733 | | | | | | 569,733 | | | | | | 96,667 | | | | | | — | | | | | | 96,667 | | |
(Loss) income from Operations, as restated
|
| | | | 306,710 | | | | | $ | (2,987,559) | | | | | $ | (2,680,849) | | | | | $ | (1,205,784) | | | | | $ | 166,911 | | | | | | (1,038,873) | | |
Net (Loss), as previously reported
|
| | | $ | (135,636) | | | | | $ | (3,341,080) | | | | | $ | (3,476,716) | | | | | $ | (1,286,019) | | | | | | (24,534) | | | | | $ | (1,310,553) | | |
Adjustments (Note 4)
|
| | | | 298,000 | | | | | | 271,733 | | | | | | 569,733 | | | | | | 96,667 | | | | | | — | | | | | | 96,667 | | |
Adjustments (Note 4 – income tax)
|
| | | | (229,973) | | | | | | (55,358) | | | | |
|
(285,331)
|
| | | | | (16,433) | | | | | | — | | | | |
|
(16,433)
|
| |
Net (Loss), as restated
|
| | | | (67,609) | | | | | $ | (3,124,705) | | | | | $ | (3,192,314) | | | | | $ | (1,205,785) | | | | | $ | (24,534) | | | | | $ | (1,230,319) | | |
Interest Expense, net
|
| | | $ | 107,833 | | | | | $ | 746,150 | | | | | $ | 853,983 | | | | | $ | — | | | | | $ | 863,871 | | | | | $ | 863,871 | | |
Capital Expenditures
|
| | | $ | 437,764 | | | | | $ | 233,823 | | | | | $ | 671,587 | | | | | $ | 423,959 | | | | | $ | 636,165 | | | | | $ | 1,060,124 | | |
Total Property and Equipment, net, as previously reported
|
| | | | 10,881 | | | | | $ | 7,239,965 | | | | | $ | 7,250,846 | | | | | $ | 11,519 | | | | | $ | 7,387,893 | | | | | $ | 7,399,412 | | |
Adjustments (Note 4)
|
| | | | — | | | | | | 346,144 | | | | | | 346,144 | | | | | | — | | | | | | — | | | | | | — | | |
Total Property and Equipment, net, as restated
|
| | | | 10,881 | | | | | $ | 7,586,109 | | | | | $ | 7,596,990 | | | | | $ | 11,519 | | | | | $ | 7,387,893 | | | | | $ | 7,399,412 | | |
Total Assets, as previously reported
|
| | | $ | 12,030,161 | | | | | $ | 41,755,288 | | | | | $ | 53,785,449 | | | | | $ | 12,422,243 | | | | | $ | 19,160,141 | | | | | $ | 31,582,385 | | |
Adjustments (Note 4 – Property and equipment)
|
| | | | — | | | | | | 346,144 | | | | | | 346,144 | | | | | | — | | | | | | — | | | | | | — | | |
Adjustments (Note 4 – Goodwill)
|
| | | | (3,655,567) | | | | | | (14,110,257) | | | | | | (17,765,824) | | | | | | (3,655,567) | | | | | | (5,123,337) | | | | | | (8,778,904) | | |
Adjustments (Note 4 – Intangible assets)
|
| | | | (4,945,333) | | | | | | (14,697,982) | | | | | | (19,643,315) | | | | | | (5,243,333) | | | | | | — | | | | | | (5,243,333) | | |
Adjustments (Foreign currency translation)
|
| | | | — | | | | | | 235,259 | | | | | | 235,259 | | | | | | — | | | | | | — | | | | | | — | | |
Total Assets, as restated
|
| | | $ | 3,429,261 | | | | | $ | 13,528,452 | | | | | $ | 16,957,713 | | | | | $ | 3,523,343 | | | | | $ | 14,036,804 | | | | | $ | 17,560,147 | | |
Total Liabilities, as previously reported
|
| | | .$ | 5,673,010 | | | | | $ | 6,870,135 | | | | | $ | 12,543,145 | | | | | $ | 4,468,709 | | | | | $ | 8,341,876 | | | | | $ | 12,810,585 | | |
Adjustments (Note 4 – deferred tax liability)
|
| | | | 229,973 | | | | | | (3,521,494) | | | | | | (3,291,521) | | | | | | — | | | | | | (581,134) | | | | | | (581,134) | | |
Total Liabilities, as restated
|
| | | $ | 5,902,983 | | | | | $ | 3,348,641 | | | | | $ | 9,251,624 | | | | | $ | 4,468,709 | | | | | $ | 7,760,742 | | | | | $ | 12,229,451 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
|
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||
|
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||||
Europe / Middle East / Africa
|
| | | $ | 2,068,037 | | | | | $ | 1,010,699 | | | | | $ | 3,078,736 | | | | | $ | 1,818,859 | | | | | $ | 1,951,769 | | | | | $ | 3,770,628 | | |
Asia / Pacific
|
| | | | 1,954,842 | | | | | | 1,004,867 | | | | | | 2,959,709 | | | | | | 2,108,503 | | | | | | 2,480,027 | | | | | | 4,588,530 | | |
North America / South America
|
| | | | 1,595,331 | | | | | | — | | | | | | 1,595,331 | | | | | | 1,589,899 | | | | | | — | | | | | | 1,589,899 | | |
| | | | $ | 5,618,210 | | | | | $ | 2,015,566 | | | | | $ | 7,633,776 | | | | | $ | 5,517,261 | | | | | $ | 4,431,796 | | | | | $ | 9,949,057 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | | | | | | | |
2020
|
| |
As restated
|
| | | | | | | |
2019
|
| |
As restated
|
| ||||||||||||
| | |
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||
Europe / Middle East / Africa
|
| | | $ | 802 | | | | | $ | 503,853 | | | | | $ | 504,655 | | | | | $ | — | | | | | $ | 7,786,240 | | | | | $ | 7,786,240 | | |
Asia / Pacific
|
| | | | 499,772 | | | | | | 10,500,387 | | | | | | 11,000,159 | | | | | | 962,424 | | | | | | 3,005,679 | | | | | | 3,968,103 | | |
North America / South America
|
| | | | 516,296 | | | | | | — | | | | | | 516,296 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | $ | 1,016,870 | | | | | $ | 11,004,240 | | | | | $ | 12,021,110 | | | | | $ | 962,424 | | | | | $ | 10,791,919 | | | | | $ | 11,754,343 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
As previously
reported $ |
| |
Adjustments
$ |
| |
Restated
$ |
| |||||||||
Statement of financial position | | | | | | | | | | | | | | | | | | | |
As of December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Property and equipment
|
| | | | 7,250,846 | | | | | | 346,144 | | | | | | 7,596,990 | | |
Goodwill
|
| | | | 18,647,498 | | | | | | (17,437,545) | | | | | | 1,209,953 | | |
Intangible assets
|
| | | | 20,741,249 | | | | | | (19,736,335) | | | | | | 1,004,914 | | |
Total Assets
|
| | | | 53,785,449 | | | | | | (36,827,736) | | | | | | 16,957,713 | | |
Deferred tax liability
|
| | | | 4,166,946 | | | | | | (3,291,521) | | | | | | 875,425 | | |
Total Liabilities
|
| | | | 12,543,145 | | | | | | (3,291,521) | | | | | | 9,251,624 | | |
Reserves
|
| | | | 1,788,051 | | | | | | (33,900,850) | | | | | | (32,112,799) | | |
Accumulated deficit
|
| | | | (9,526,614) | | | | | | 358,766 | | | | | | (9,167,848) | | |
Capital and reserves attributable to owners of Genius Group Ltd.
|
| | | | 40,991,019 | | | | | | (33,542,084) | | | | | | 7,448,935 | | |
Non-controlling interest
|
| | | | 251,285 | | | | | | 5,869 | | | | | | 257,154 | | |
Total Stockholder’s Equity
|
| | | | 41,242,304 | | | | | | (33,536,215) | | | | | | 7,706,089 | | |
Total Liabilities and Stockholder’s Equity
|
| | | | 53,785,449 | | | | | | (36,827,736) | | | | | | 16,957,713 | | |
As of December 31, 2019 | | | | | | | | | | | | | | | | | | | |
Goodwill
|
| | | | 9,988,857 | | | | | | (8,778,904) | | | | | | 1,209,953 | | |
Intangible assets
|
| | | | 6,165,712 | | | | | | (5,243,333) | | | | | | 922,379 | | |
Total assets
|
| | | | 31,582,385 | | | | | | (14,022,237) | | | | | | 17,560,148 | | |
Deferred tax liability
|
| | | | 1,317,779 | | | | | | (581,134) | | | | | | 736,645 | | |
Total liabilities
|
| | | | 12,810,585 | | | | | | (581,134) | | | | | | 12,229,451 | | |
Reserves
|
| | | | (323,067) | | | | | | (13,521,337) | | | | | | (13,844,404) | | |
Accumulated deficit
|
| | | | (6,130,926) | | | | | | 80,234 | | | | | | (6,050,692) | | |
Capital and reserves attributable to owners of Genius Group Ltd.
|
| | | | 18,771,800 | | | | | | (13,441,103) | | | | | | 5,330,697 | | |
Total Stockholder’s Equity
|
| | | | 18,771,800 | | | | | | (13,441,103) | | | | | | 5,330,697 | | |
Total Liabilities and Stockholder’s Equity
|
| | | | 31,582,385 | | | | | | (14,022,237) | | | | | | 17,560,148 | | |
Statement of profit or loss and other comprehensive income | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Cost of Revenue
|
| | | | (4,703,841) | | | | | | 569,733 | | | | | | (4,134,108) | | |
Gross profit
|
| | | | 2,929,935 | | | | | | 569,733 | | | | | | 3,499,668 | | |
Loss from Operations
|
| | | | (3,250,582) | | | | | | 569,733 | | | | | | (2,680,849) | | |
Loss Before Income Tax
|
| | | | (3,692,802) | | | | | | 569,733 | | | | | | (3,123,069) | | |
Income tax benefit (expense)
|
| | | | 216,086 | | | | | | (285,331) | | | | | | (69,245) | | |
Net (loss)
|
| | | | (3,476,716) | | | | | | 284,402 | | | | | | (3,192,314) | | |
Non-controlling interest
|
| | | | (63,065) | | | | | | 5,869 | | | | | | (57,196) | | |
Total Comprehensive (loss)
|
| | | | (1,347,635) | | | | | | 284,402 | | | | | | (1,063,233) | | |
| | |
As previously
reported $ |
| |
Adjustments
$ |
| |
Restated
$ |
| |||||||||
Basic and diluted earnings (loss) per share from continuing operations
|
| | | | (0.27) | | | | | | 0.02 | | | | | | (0.25) | | |
For the year ended December 31, 2019 | | | | | | | | | | | | | | | | | | | |
Cost of Revenue
|
| | | | (5,120,969) | | | | | | 96,667 | | | | | | (5,024,302) | | |
Gross profit
|
| | | | 4,828,088 | | | | | | 96,667 | | | | | | 4,924,755 | | |
Loss from Operations
|
| | | | (1,135,540) | | | | | | 96,667 | | | | | | (1,038,873) | | |
Loss Before Income Tax
|
| | | | (1,215,676) | | | | | | 96,667 | | | | | | (1,119,009) | | |
Income tax benefit (expense)
|
| | | | (94,877) | | | | | | (16,433) | | | | | | (111,310) | | |
Net (loss)
|
| | | | (1,310,553) | | | | | | 80,234 | | | | | | (1,230,319) | | |
Total Comprehensive Income (loss)
|
| | | | (1,618,725) | | | | | | 80,234 | | | | | | (1,538,491) | | |
Basic and diluted earnings (loss) per share from continuing operations
|
| | | | (0.15) | | | | | | 0.01 | | | | | | (0.14) | | |
Statement of changes in equity | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Non-controlling interest
|
| | | | 251,285 | | | | | | 5,869 | | | | | | 257,154 | | |
Reserves
|
| | | | 1,788,051 | | | | | | (33,900,850) | | | | | | (32,112,799) | | |
Accumulated losses
|
| | | | (9,526,614) | | | | | | 358,766 | | | | | | (9,167,848) | | |
Total Equity
|
| | | | 41,242,304 | | | | | | (33,536,215) | | | | | | 7,706,089 | | |
For the year ended December 31, 2019 | | | | | | | | | | | | | | | | | | | |
Reserves
|
| | | | (323,067) | | | | | | (13,521,337) | | | | | | (13,844,404) | | |
Accumulated deficit
|
| | | | (6,130,926) | | | | | | 80,234 | | | | | | (6,050,692) | | |
Total Equity
|
| | | | 18,771,800 | | | | | | (13,441,103) | | | | | | 5,330,697 | | |
Statement of cash flows | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (3,476,716) | | | | | | 284,402 | | | | | | (3,192,314) | | |
Amortization of deferred tax liability
|
| | | | (166,396) | | | | | | 97,588 | | | | | | (68,808) | | |
Deferred tax liability
|
| | | | (49,691) | | | | | | 187,743 | | | | | | 138,052 | | |
Depreciation and amortization
|
| | | | 2,140,326 | | | | | | (569,733) | | | | | | 1,570,593 | | |
Total adjustments to reconcile net loss to net cash used in operating activities
|
| | | | 1,349,503 | | | | | | (284,402) | | | | | | 1,065,101 | | |
For the year ended December 31, 2019 | | | | | | | | | | | | | | | | | | | |
Net loss before income tax
|
| | | | (1,310,553) | | | | | | 80,234 | | | | | | (1,230,319) | | |
Amortization of deferred tax liability
|
| | | | (16,433) | | | | | | 16,433 | | | | | | — | | |
Depreciation and amortization
|
| | | | 1,358,775 | | | | | | (96,667) | | | | | | 1,262,108 | | |
Total adjustments to reconcile net loss to net cash used in operating activities
|
| | | | 24,913 | | | | | | (80,234) | | | | | | (55,321) | | |
| | | | | | | | | | | | | | | | | | | |
| | |
Note
|
| |
For the
Six-Months Ended June 30, 2021 As restated(1) |
| |
For the
Year Ended December 31, 2020 As restated(1) |
| ||||||
| | | | | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | | | | |
Current Assets
|
| | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | $ | 2,143,358 | | | | | $ | 2,273,151 | | |
Accounts receivable, net
|
| | | | | | | 1,006,162 | | | | | | 948,341 | | |
Due from related parties
|
| |
4
|
| | | | 52,360 | | | | | | 53,851 | | |
Inventories
|
| |
5
|
| | | | 98,223 | | | | | | 112,543 | | |
Prepaid expenses and other current assets
|
| |
6
|
| | | | 3,012,438 | | | | | | 1,548,717 | | |
Total Current Assets
|
| | | | | | | 6,312,541 | | | | | | 4,936,603 | | |
Property and equipment, net
|
| |
7
|
| | | | 7,503,710 | | | | | | 7,596,990 | | |
Operating lease right-of-use asset
|
| |
8
|
| | | | 1,416,551 | | | | | | 1,663,881 | | |
Investments at fair value
|
| |
9
|
| | | | 28,566 | | | | | | 29,076 | | |
Goodwill
|
| |
10
|
| | | | 1,209,953 | | | | | | 1,209,953 | | |
Intangible assets, net
|
| |
11
|
| | | | 1,185,819 | | | | | | 1,004,914 | | |
Other non-current assets
|
| |
13
|
| | | | 507,231 | | | | | | 516,296 | | |
Total Assets
|
| | | | | | $ | 18,164,371 | | | | | $ | 16,957,713 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | |
Current Liabilities
|
| | | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | $ | 1,198,561 | | | | | $ | 821,820 | | |
Accrued expenses and other current liabilities
|
| |
14
|
| | | | 1,892,255 | | | | | | 1,810,222 | | |
Deferred revenue
|
| |
15
|
| | | | 1,693,578 | | | | | | 1,546,712 | | |
Operating lease liabilities – current portion
|
| |
9
|
| | | | 563,684 | | | | | | 545,132 | | |
Loans payable – current portion
|
| |
16
|
| | | | 70,149 | | | | | | 65,611 | | |
Loans payable – related parties – current portion
|
| |
17
|
| | | | 384,016 | | | | | | 589,502 | | |
Total Current Liabilities
|
| | | | | | | 5,802,243 | | | | | | 5,378,999 | | |
Operating lease liabilities – non-current portion
|
| |
9
|
| | | | 1,056,329 | | | | | | 1,307,932 | | |
Loans payable – non-current portion
|
| |
16
|
| | | | 116,228 | | | | | | 157,629 | | |
Convertible debt obligations, net of debt discount
|
| |
18
|
| | | | 1,336,319 | | | | | | 1,531,639 | | |
Deferred tax liability
|
| |
12
|
| | | | 828,386 | | | | | | 875,425 | | |
Total Liabilities
|
| | | | | | $ | 9,139,505 | | | | | $ | 9,251,624 | | |
Stockholders’ Equity:
|
| | | | | | | | | | | | | | | |
Contributed capital
|
| |
19
|
| | | | 50,751,367 | | | | | | 50,630,439 | | |
Subscriptions receivable
|
| | | | | | | (1,900,857) | | | | | | (1,900,857) | | |
Reserves
|
| | | | | | | (31,946,451) | | | | | | (32,112,799) | | |
Accumulated deficit
|
| | | | | | | (10,763,118) | | | | | | (9,167,848) | | |
Capital and reserves attributable to owners of
Genius Group Ltd. |
| | | | | | $ | 6,140,941 | | | | | $ | 7,448,935 | | |
Non-controlling Interest
|
| | | | | | $ | 2,883,925 | | | | | $ | 257,154 | | |
Total Stockholders’ Equity
|
| | | | | | $ | 9,024,866 | | | | | $ | 7,706,089 | | |
Total Liabilities and Stockholders’ Equity
|
| | | | | | $ | 18,164,371 | | | | | $ | 16,957,713 | | |
| | |
Note
|
| |
For the Six Months Ended
June 30, |
| |||||||||
|
2021
As restated(1) |
| |
2020
As restated(1) |
| |||||||||||
| | | | | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
Revenue
|
| |
20
|
| | | $ | 6,351,731 | | | | | $ | 4,537,836 | | |
Cost of revenue
|
| |
21
|
| | | | (4,708,872) | | | | | | (2,294,277) | | |
Gross profit
|
| | | | | | $ | 1,642,859 | | | | | $ | 2,243,559 | | |
Operating (Expenses) Income | | | | | | | | | | | | | | | | |
General and administrative
|
| |
23
|
| | | | (3,055,332) | | | | | | (3,032,133) | | |
Depreciation and amortization
|
| | | | | | | (81,993) | | | | | | (38,586) | | |
Other operating income
|
| |
22
|
| | | | 67,230 | | | | | | 85,748 | | |
(Loss) from foreign currency transactions
|
| | | | | | | (66,187) | | | | | | (25,165) | | |
Total operating expenses
|
| | | | | | $ | (3,136,282) | | | | | $ | (3,010,136) | | |
Loss from Operations
|
| | | | | | $ | (1,493,423) | | | | | $ | (766,577) | | |
Other Expense | | | | | | | | | | | | | | | | |
Interest expense, net
|
| |
24
|
| | | | (182,783) | | | | | | (642,976) | | |
Total Other Expense
|
| | | | | | $ | (182,783) | | | | | $ | (642,976) | | |
Loss Before Income Tax
|
| | | | | | $ | (1,676,206) | | | | | $ | (1,409,553) | | |
Income Tax Benefit
|
| |
25
|
| | | | 47,039 | | | | | | 129,375 | | |
Net Loss
|
| | | | | | $ | (1,629,167) | | | | | $ | (1,280,178) | | |
Other comprehensive income:
|
| | | | | | | | | | | | | | | |
Foreign currency translation
|
| | | | | | | 70,711 | | | | | | (524,925) | | |
Total Comprehensive Loss
|
| | | | | | $ | (1,558,456) | | | | | $ | (1,805,103) | | |
Total Comprehensive Loss is attributable to:
|
| | | | | | | | | | | | | | | |
Owners of Genius Group Ltd.
|
| | | | | | $ | (1,530,682) | | | | | $ | (1,805,103) | | |
Non-controlling interest
|
| | | | | | $ | (27,774) | | | | | $ | — | | |
Total Comprehensive Loss
|
| | | | | | $ | (1,558,456) | | | | | $ | (1,805,103) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | | | | 16,155,810 | | | | | | 9,798,478 | | |
Basic and diluted earnings (loss) per share from continuing operations
|
| | | | | | $ | (0.10) | | | | | $ | (0.13) | | |
| | | | | | | | | | | | | | | | | | | | |
Accumulated
Other Comprehensive Loss |
| | | | | | | | | |||||||||||||||||||
| | |
Contributed
Capital |
| |
Non-controlling
Interest |
| |
Subscriptions
Receivable |
| |
Foreign
Currency |
| |
Other
Reserves |
| |
Treasury
Stock |
| |
Accumulated
Deficit |
| |
Total
Equity |
| ||||||||||||||||||||||||
Balance, December 31, 2019, as restated(1)
|
| | | $ | 26,846,043 | | | | | $ | — | | | | | $ | (1,125,774) | | | | | $ | (323,067) | | | | | $ | (13,521,337) | | | | | $ | (494,476) | | | | | $ | (6,050,692) | | | | | $ | 5,330,697 | | |
Net loss, as restated
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,192,315) | | | | | | (3,192,315) | | |
Foreign currency translation adjustments
|
| | | | | | | | | | | | | | | | | | | | | | 2,129,081 | | | | | | | | | | | | | | | | | | | | | | | | 2,129,081 | | |
Shares issued for cash
|
| | | | 2,222,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,222,000 | | |
Shares issued in satisfaction of liability
|
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Shares issued for subscriptions receivable
|
| | | | 915,763 | | | | | | | | | | | | (915,763) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Shares issued for conversion of convertible notes
|
| | | | 2,664,004 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,664,004 | | |
Shares issued for acquisition of Entrepreneur Resorts Ltd
|
| | | | 17,798,374 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,798,374 | | |
Eliminations on acquisition of
ER |
| | | | | | | | | | | | | | | | 140,680 | | | | | | | | | | | | | | | | | | 494,476 | | | | | | | | | | | | 635,156 | | |
Shares issued in satisfaction of liability
|
| | | | 100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,000 | | |
Non-controlling interest
|
| | | | (314,350) | | | | | | 257,154 | | | | | | | | | | | | (17,963) | | | | | | | | | | | | | | | | | | 75,159 | | | | | | — | | |
Share based compensation
|
| | | | 398,605 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 398,605 | | |
Capital reserve (book value method adjustment)
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | (20,379,513) | | | | | | | | | | | | | | | | | | (20,379,513) | | |
Balance December 31, 2020, as restated(1)
|
| | | $ | 50,630,439 | | | | | $ | 257,154 | | | | | $ | (1,900,857) | | | | | $ | 1,788,051 | | | | | $ | (33,900,850) | | | | | $ | — | | | | | $ | (9,167,848) | | | | | $ | 7,706,089 | | |
Net loss, as restated
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,629,167) | | | | | | (1,629,167) | | |
Foreign currency translation adjustments
|
| | | | | | | | | | | | | | | | | | | | | | 70,711 | | | | | | | | | | | | | | | | | | | | | | | | 70,711 | | |
Shares issued for cash
|
| | | | 2,473,370 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,473,370 | | |
Shares issued for conversion of convertible notes
|
| | | | 181,175 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 181,175 | | |
Non-controlling interest
|
| | | | (2,654,545) | | | | | | 2,626,771 | | | | | | | | | | | | (6,123) | | | | | | | | | | | | | | | | | | 33,897 | | | | | | — | | |
Share based compensation
|
| | | | 120,928 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,928 | | |
Capital reserve (book value method adjustment)
|
| | | | | | | | | | | | | | | | | | | | | | 101,760 | | | | | | | | | | | | | | | | | | | | | | | | 101,760 | | |
Balance June 30, 2021, as restated(1)
|
| | | $ | 50,751,367 | | | | | $ | 2,883,925 | | | | | $ | (1,900,857) | | | | | $ | 1,954,399 | | | | | $ | (33,900,850) | | | | | $ | — | | | | | $ | (10,763,118) | | | | | $ | 9,024,866 | | |
| | |
For the Six-Months Ended
June 30, |
| |||||||||
|
2021
As restated(1) |
| |
2020
As restated(1) |
| ||||||||
Cash Flows From Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,629,167) | | | | | $ | (1,280,178) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Stock-based compensation
|
| | | | 120,928 | | | | | | 158,799 | | |
Depreciation and amortization
|
| | | | 793,279 | | | | | | 978,582 | | |
Amortization of deferred tax liability
|
| | | | (24,369) | | | | | | (53,473) | | |
Amortization of debt discount
|
| | | | — | | | | | | 322,927 | | |
Provision for doubtful debts
|
| | | | (38,949) | | | | | | — | | |
Loss (gain) on foreign exchange transactions
|
| | | | 66,188 | | | | | | 25,165 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (18,872) | | | | | | 385,010 | | |
Prepaid expenses and other current assets
|
| | | | (1,454,146) | | | | | | (235,245) | | |
Inventory
|
| | | | 14,320 | | | | | | (38,411) | | |
Accounts payable
|
| | | | 376,741 | | | | | | (166,021) | | |
Accrued expenses and other current liabilities
|
| | | | 82,033 | | | | | | (411,863) | | |
Deferred revenue
|
| | | | 146,866 | | | | | | (1,321,691) | | |
Deferred tax liability
|
| | | | (22,670) | | | | | | (75,902) | | |
Lease liabilities
|
| | | | 68,613 | | | | | | 66,699 | | |
Other non-current liabilities
|
| | | | (14,145) | | | | | | (25,147) | | |
Total adjustments
|
| | | | 95,817 | | | | | | (390,571) | | |
Net Cash Used In Operating Activities
|
| | | | (1,533,350) | | | | | | (1,670,749) | | |
Cash Flows From Investing Activities | | | | | | | | | | | | | |
Purchase of software assets
|
| | | | (386,284) | | | | | | (187,460) | | |
Purchase of equipment
|
| | | | (167,453) | | | | | | (27,269) | | |
Net Cash Used In Investing Activities
|
| | | | (553,737) | | | | | | (214,729) | | |
Cash Flows From Financing Activities | | | | | | | | | | | | | |
Amount due to/from related party
|
| | | | (203,995) | | | | | | 62,597 | | |
Proceeds from convertible debt, net of issuance costs
|
| | | | — | | | | | | 1,827,237 | | |
Proceeds from equity issuances, net of issuance costs
|
| | | | 2,473,370 | | | | | | 733,033 | | |
Operating lease liability
|
| | | | (315,051) | | | | | | (287,005) | | |
Repayments of loans payable
|
| | | | (36,863) | | | | | | (39,264) | | |
Net Cash Provided By Financing Activities
|
| | | | 1,917,461 | | | | | | 2,296,598 | | |
Effect of Exchange Rate Changes on Cash
|
| | | | 39,833 | | | | | | (227,192) | | |
Net (Decrease) Increase In Cash
|
| | | | (129,793) | | | | | | 183,928 | | |
Cash – Beginning of year
|
| | | | 2,273,151 | | | | | | 3,290,095 | | |
Cash – End of year
|
| | | | 2,143,358 | | | | | | 3,474,023 | | |
Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | | |
Cash paid during the period for interest
|
| | | | 176,910 | | | | | | 243,463 | | |
Non-Cash Investing and Financing Activities | | | | | | | | | | | | | |
Shares issued for conversion of convertible notes
|
| | | $ | 181,175 | | | | | $ | — | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Prepaid expenses
|
| | | $ | 2,714,741 | | | | | $ | 1,305,088 | | |
Deposits | | | | | 269,155 | | | | | | 226,189 | | |
Other receivables
|
| | | | 28,542 | | | | | | 17,440 | | |
Total prepaid expenses and other current assets
|
| | | $ | 3,012,438 | | | | | $ | 1,548,717 | | |
| | |
As of
June 30, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Right of use asset – buildings
|
| | | $ | 1,378,312 | | | | | $ | 1,378,312 | | |
Right of use asset – office space
|
| | | | 58,412 | | | | | | 58,412 | | |
Right of use asset – leaseholds
|
| | | | 992,410 | | | | | | 992,410 | | |
Foreign currency translation
|
| | | | (30,047) | | | | | | (39,007) | | |
Accumulated depreciation on right of use assets
|
| | | | (982,536) | | | | | | (726,246) | | |
Right of use asset, net
|
| | | $ | 1,416,551 | | | | | $ | 1,663,881 | | |
| | |
As of
June 30, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Within one year
|
| | | $ | 563,684 | | | | | $ | 545,132 | | |
Two to five years
|
| | | | 587,867 | | | | | | 660,034 | | |
Thereafter
|
| | | | 9,914,083 | | | | | | 9,924,141 | | |
| | | | | 11,065,634 | | | | | | 11,129,307 | | |
Less: finance charges component
|
| | | | (9,445,621) | | | | | | (9,276,243) | | |
| | | | $ | 1,620,013 | | | | | $ | 1,853,064 | | |
Lease liabilities, current
|
| | | $ | 563,684 | | | | | $ | 545,132 | | |
Lease liabilities, non-current
|
| | | | 1,056,329 | | | | | | 1,307,932 | | |
| | | | $ | 1,620,013 | | | | | $ | 1,853,064 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Loans payable – current portion
|
| | | $ | 70,149 | | | | | $ | 65,611 | | |
Loans payable – non-current portion
|
| | | | 116,228 | | | | | | 157,629 | | |
Total
|
| | | $ | 186,377 | | | | | $ | 223,240 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Loan payable to related parties for the acquisition of Entrepreneurs Institute Current portion
|
| | | $ | 348,000 | | | | | $ | 400,000 | | |
Other loans payable to related parties, current
|
| | | | 36,016 | | | | | | 189,502 | | |
Total loans payable to related parties
|
| | | $ | 384,016 | | | | | $ | 589,502 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Convertible debt obligations, gross
|
| | | $ | 1,336,319 | | | | | $ | 1,531,639 | | |
| | |
For the Six-Months Ended June 30,
|
| |||
| | |
2021
|
| |
2020
|
|
Risk-free interest rate
|
| |
0.25%
|
| |
0.13%
|
|
Contractual term (years)
|
| |
1 or 3
|
| |
2
|
|
Expected volatility
|
| |
66.00%
|
| |
42.00%
|
|
Expected dividends
|
| |
0.00%
|
| |
0.00%
|
|
| | |
No of
Options |
| |
Weighted
Average Share Price |
| |
Weighted
Average Remaining Life |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding Dec 31, 2019
|
| | | | 257,478 | | | | | | 3.56 | | | | | | 1.00 | | | | | | 580,613 | | |
Granted
|
| | | | 73,428 | | | | | | 5.81 | | | | | | 0.00 | | | | | | 0 | | |
Exercised
|
| | | | (257,478) | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0 | | |
Expired
|
| | | | 0 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0 | | |
Outstanding Dec 31, 2020
|
| | | | 73,428 | | | | | | 5.81 | | | | | | 1.00 | | | | | | 97,782 | | |
Granted
|
| | | | 89,034 | | | | | | 12.08 | | | | | | 2.71 | | | | | | 0 | | |
Outstanding June 30, 2021
|
| | | | 162,462 | | | | | | 9.24 | | | | | | 1.94 | | | | | | 632,287 | | |
| | |
Options Exercisable
|
| |
Options Outstanding
|
| |||||||||||||||||||||
Year
|
| |
Exercise
Price |
| |
Outstanding
Number of options |
| |
Underlying
Common Stock |
| |
Weighted
Average Remaining Life in Years |
| |
Exercisable
Number of Warrants |
| ||||||||||||
2021
|
| | | $ | 12.08 | | | | | | 89,034 | | | |
Genius Group
|
| | | | n/a | | | | | | n/a | | |
2020
|
| | | $ | 5.81 | | | | | | 73,428 | | | |
Genius Group
|
| | | | n/a | | | | | | n/a | | |
| | |
For the Six-Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Campus Revenue
– Sale of goods |
| | | $ | 807,657 | | | | | $ | 437,450 | | |
– Rendering of services
|
| | | | 469,132 | | | | | | 701,967 | | |
Campus sub-total
|
| | | | 1,276,789 | | | | | | 1,139,417 | | |
Education Revenue
|
| | | | | | | | | | | | |
– Digital
|
| | | | 5,074,942 | | | | | | 3,068,511 | | |
– In-Person
|
| | | | — | | | | | | 329,908 | | |
Education sub-total
|
| | | | 5,074,942 | | | | | | 3,398,419 | | |
Total Revenue
|
| | | $ | 6,351,731 | | | | | $ | 4,537,836 | | |
| | |
For the Six-Months Ended June 30,
|
| |||||||||
| | |
2021
As restated |
| |
2020
As restated |
| ||||||
Costs
|
| | | $ | 3,997,586 | | | | | $ | 1,354,281 | | |
Depreciation and amortization
|
| | | | 711,286 | | | | | | 939,996 | | |
As restated
|
| | |
|
4,708,872
|
| | | |
|
2,294,277
|
| |
| | |
Six-Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Consulting and professional services
|
| | | | 180,123 | | | | | | 136,783 | | |
Marketing
|
| | | | 56,125 | | | | | | 200,323 | | |
Rent expense
|
| | | | 59,913 | | | | | | 10,733 | | |
Repairs and maintenance
|
| | | | 30,283 | | | | | | 32,558 | | |
Salaries, wages, bonuses and other benefits
|
| | | | 2,076,401 | | | | | | 1,690,599 | | |
Travel
|
| | | | 3,893 | | | | | | 252,470 | | |
Utilities
|
| | | | 95,568 | | | | | | 51,505 | | |
Other
|
| | | | 278,126 | | | | | | 317,695 | | |
Development charges
|
| | | | 192,441 | | | | | | 180,668 | | |
Stock-based compensation
|
| | | | 121,408 | | | | | | 158,799 | | |
Provision for doubtful debts
|
| | | | (38,949) | | | | | | — | | |
Total general and administrative expenses
|
| | | $ | 3,055,332 | | | | | $ | 3,032,133 | | |
| | |
For the Six-Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Interest income
Bank and other cash |
| | | $ | 7,825 | | | | | $ | 37,003 | | |
Interest expense/finance costs
Lease liabilities |
| | | | (68,435) | | | | | | (66,728) | | |
Other interest paid – loans
|
| | | | (122,173) | | | | | | (290,304) | | |
Amortization of debt discount
|
| | | | — | | | | | | (322,947) | | |
Total interest expense/ finance costs
|
| | | | (190,608) | | | | | | (679,979) | | |
Total interest (expense) income, net
|
| | | $ | (182,783) | | | | | $ | (642,976) | | |
| | |
Six-Months Ended June 30,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Basic loss per share from continuing operations
|
| | | $ | (0.10) | | | | | $ | (0.13) | | |
The calculation of basic and diluted earnings per share has been based on the following loss attributable to ordinary shareholders and the weighted average number of ordinary shares
|
| | | | | | | | | | | | |
Net Loss
|
| | | $ | (1,629,167) | | | | | $ | (1,280,178) | | |
Non-controlling Interest
|
| | | | 33,897 | | | | | | — | | |
Loss attributable to ordinary shareholders
|
| | | $ | (1,595,270) | | | | | $ | (1,280,178) | | |
Weighted average number of ordinary shares: | | | | | | | | | | | | | |
Issued at the beginning of the period
|
| | | | 16,155,810 | | | | | | 9,742,998 | | |
Issued in current period
|
| | | | — | | | | | | 88,686 | | |
Issued at the end of the period
|
| | | | 16,155,810 | | | | | | 9,831,684 | | |
Weighted average
|
| | | | 16,155,810 | | | | | | 9,798,478 | | |
Diluted earnings (loss) per share:
|
| | | | | | | | | | | | |
There are no dilutive instruments and therefore diluted earnings per share is the same as basic earnings per share Instruments that could potentially dilute basic earnings per share in the future, but were not included in the calculation of diluted earnings per share because they are antidilutive:
|
| | | ||||||||||
Share Options
|
| | | | 7,138,140 | | | | | | 377,928 | | |
| | |
IFRS 13
Fair value hierarchy level |
| |
IFRS 9 Classification
|
| |
As of
June 30, 2021 |
| |
As of
December 31, 2020 |
| ||||||
FINANCIAL ASSETS | | | | | | | | | | | | | | | | | | | |
Financial assets | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | | |
Amortized cost
|
| | | $ | 2,143,358 | | | | | $ | 2,273,151 | | |
Accounts receivable
|
| | | | |
Amortized cost
|
| | | | 1,006,162 | | | | | | 948,341 | | |
Due from related parties
|
| | | | |
Amortized cost
|
| | | | 52,360 | | | | | | 53,851 | | |
Investments at fair value
|
| |
3
|
| |
Fair value through profit or loss
|
| | | | 28,566 | | | | | | 29,076 | | |
Financial liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | |
Amortized cost
|
| | | | 1,198,561 | | | | | | 821,820 | | |
Derivative liability
|
| |
2
|
| |
Fair value through profit or loss
|
| | | | 250,000 | | | | | | 250,000 | | |
Loans payable
|
| | | | |
Amortized cost
|
| | | | 186,377 | | | | | | 223,240 | | |
Loans payable, related parties
|
| | | | |
Amortized cost
|
| | | | 384,016 | | | | | | 589,502 | | |
Lease liabilities
|
| | | | |
Amortized cost
|
| | | | 1,620,013 | | | | | | 1,853,064 | | |
Convertible debt obligations,
net |
| | | | |
Amortized cost
|
| | | | 1,336,319 | | | | | | 1,531,639 | | |
Relationships
|
| | | | |||
Members of key management | | | Roger James Hamilton | | | ||
| | | Dennis Owen Du Bois | | | ||
| | | Sandra Lee Morrell | | | ||
| | | Vilma Lisa Bovio | | | ||
| | | Jeremy Justin Harris | | | ||
| | |
MI Senne
Suraj Naik
|
| | ||
| | | | | |
Name of the Director
|
| |
Job Title
|
| |
For the Six-Months Ended June 30,
|
| |||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |||||||||||||||||||||||||||||||||||
|
Salary
|
| |
Stock-based
|
| |
Total
|
| |
Salary
|
| |
Stock-based
|
| |
Total
|
| |||||||||||||||||||||||
Roger James Hamilton
|
| | Chief Executive Officer | | | | | 342,602 | | | | | | 47,961 | | | | | | 390,563 | | | | | | 231,618 | | | | | | 51,612 | | | | | | 283,230 | | |
Michelle Clarke
|
| |
Chief Marketing Officer
|
| | | | 47,119 | | | | | | 6,596 | | | | | | 53,715 | | | | | | 41,618 | | | | | | 9,277 | | | | | | 50,895 | | |
Suraj Naik
|
| |
Chief Technology Officer
|
| | | | 45,387 | | | | | | 6,354 | | | | | | 51,741 | | | | | | 33,860 | | | | | | 6,637 | | | | | | 40,497 | | |
Sandra Morrell
|
| | Chief Operating Office | | | | | 20,635 | | | | | | 2,889 | | | | | | 23,524 | | | | | | 75,720 | | | | | | 15,142 | | | | | | 90,862 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of the Director
|
| |
Job Title
|
| |
For the Six-Months Ended June 30,
|
| |||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |||||||||||||||||||||||||||||||||||
|
Salary
|
| |
Stock-based
|
| |
Total
|
| |
Salary
|
| |
Stock-based
|
| |
Total
|
| |||||||||||||||||||||||
Patrick Grove
|
| | Director | | | | | 4,412 | | | | | | — | | | | | | 4,412 | | | | | | 4,353 | | | | | | 17,435 | | | | | | 21,788 | | |
Nic Lim
|
| | Director | | | | | 4,412 | | | | | | — | | | | | | 4,412 | | | | | | 3,482 | | | | | | 18,307 | | | | | | 21,789 | | |
Anna Gong
|
| | Director | | | | | 4,412 | | | | | | — | | | | | | 4,412 | | | | | | 4,353 | | | | | | 17,435 | | | | | | 21,788 | | |
Jeremy Harris
|
| | Director | | | | | 44,280 | | | | | | 6,199 | | | | | | 50,479 | | | | | | 19,826 | | | | | | 4,289 | | | | | | 24,115 | | |
Dennis DuBois
|
| | Director | | | | | 12,000 | | | | | | — | | | | | | 12,000 | | | | | | 10,200 | | | | | | 1,796 | | | | | | 11,996 | | |
Lisa Bovio
|
| | Director | | | | | 12,000 | | | | | | — | | | | | | 12,000 | | | | | | 10,200 | | | | | | 1,796 | | | | | | 11,996 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Six-Months Ended June 30,
|
| |||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| ||||||||||||||||||||||||||||||||
|
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||||
Revenues
|
| | | $ | 5,074,942 | | | | | $ | 1,276,789 | | | | | $ | 6,351,731 | | | | | $ | 3,398,419 | | | | | $ | 1,139,417 | | | | | $ | 4,537,836 | | |
Depreciation and Amortization, as restated
|
| | | $ | 196,978 | | | | | $ | 596,301 | | | | | $ | 793,279 | | | | | $ | 162,847 | | | | | $ | 815,735 | | | | | $ | 978,582 | | |
(Loss) income from Operations, as restated
|
| | | $ | (404,643) | | | | | $ | (1,088,780) | | | | | $ | (1,493,423) | | | | | $ | 598,072 | | | | | $ | (1,364,649) | | | | | $ | (766,577) | | |
Net (Loss) income, as restated
|
| | | $ | (475,154) | | | | | $ | (1,154,013) | | | | | $ | (1,629,167) | | | | | $ | 613,458 | | | | | $ | (1,893,636) | | | | | $ | (1,280,178) | | |
Interest Expense, net
|
| | | $ | (55,453) | | | | | $ | (127,330) | | | | | $ | (182,783) | | | | | $ | (18,377) | | | | | $ | (624,599) | | | | | $ | (642,976) | | |
| | |
Education
|
| |
For the
Period Ended June 30, 2021 Campus |
| |
Total
|
| |
Education
|
| |
For the
Year Ended December 31, 2020 Campus |
| |
Total
|
| ||||||||||||||||||
Capital Expenditures
|
| | | $ | 386,284 | | | | | $ | 167,453 | | | | | $ | 553,737 | | | | | $ | 437,764 | | | | | $ | 233,823 | | | | | $ | 671,587 | | |
Total Property and Equipment, net, as restated
|
| | | $ | 10,137 | | | | | $ | 7,493,573 | | | | | $ | 7,503,710 | | | | | $ | 10,881 | | | | | $ | 7,586,109 | | | | | $ | 7,596,990 | | |
Total Assets, as restated
|
| | | $ | 2,967,135 | | | | | $ | 15,197,236 | | | | | $ | 18,164,371 | | | | | $ | 3,336,241 | | | | | $ | 13,621,472 | | | | | $ | 16,957,713 | | |
Total Liabilities, as restated
|
| | | $ | 6,337,423 | | | | | $ | 2,802,082 | | | | | $ | 9,139,505 | | | | | $ | 5,852,323 | | | | | $ | 3,399,301 | | | | | $ | 9,251,624 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Six-Months Ended June 30,
|
| |||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| ||||||||||||||||||||||||||||||||
|
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||||
Europe / Middle East / Africa
|
| | | $ | 1,877,729 | | | | | $ | 693,107 | | | | | $ | 2,570,836 | | | | | $ | 1,257,415 | | | | | $ | 618,534 | | | | | $ | 1,875,949 | | |
Asia / Pacific
|
| | | | 1,776,230 | | | | | | 583,682 | | | | | | 2,359,912 | | | | | | 1,189,447 | | | | | | 520,883 | | | | | | 1,710,330 | | |
North America / South America
|
| | | | 1,420,984 | | | | | | — | | | | | | 1,420,984 | | | | | | 951,557 | | | | | | — | | | | | | 951,557 | | |
| | | | $ | 5,074,943 | | | | | $ | 1,276,789 | | | | | $ | 6,351,732 | | | | | $ | 3,398,419 | | | | | $ | 1,139,417 | | | | | $ | 4,537,836 | | |
| | |
As of June 30, 2021
|
| |
As of December 31, 2020
|
| ||||||||||||||||||||||||||||||
| | |
AS RESTATED
|
| |||||||||||||||||||||||||||||||||
| | |
Education
|
| |
Campus
|
| |
Total
|
| |
Education
|
| |
Campus
|
| |
Total
|
| ||||||||||||||||||
Europe / Middle East / Africa
|
| | | $ | — | | | | | $ | 6,564,715 | | | | | $ | 6,564,715 | | | | | $ | 802 | | | | | $ | 503,853 | | | | | $ | 504,655 | | |
Asia / Pacific
|
| | | | 1,883,985 | | | | | | 3,403,130 | | | | | | 5,287,115 | | | | | | 499,772 | | | | | | 10,500,387 | | | | | | 11,000,159 | | |
North America/South America
|
| | | | — | | | | | | — | | | | | | — | | | | | | 516,296 | | | | | | 0 | | | | | | 516,296 | | |
| | | | $ | 1,883,985 | | | | | $ | 9,967,845 | | | | | $ | 11,851,830 | | | | | $ | 1,016,870 | | | | | $ | 11,004,240 | | | | | $ | 12,021,110 | | |
| | |
As previously
reported $ |
| |
Adjustments
$ |
| |
Restated
$ |
| |||||||||
Statement of financial position
|
| | | | | | | | | | | | | | | | | | |
As of June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Property and equipment
|
| | | | 7,157,566 | | | | | | 346,144 | | | | | | 7,503,710 | | |
Goodwill
|
| | | | 18,647,498 | | | | | | (17,437,545) | | | | | | 1,209,953 | | |
Intangible assets
|
| | | | 20,395,439 | | | | | | (19,209,620) | | | | | | 1,185,819 | | |
Total Assets
|
| | | | 54,465,392 | | | | | | (36,301,021) | | | | | | 18,164,371 | | |
Deferred tax liability
|
| | | | 3,966,798 | | | | | | (3,138,412) | | | | | | 828,386 | | |
Total Liabilities
|
| | | | 12,277,917 | | | | | | (3,138,412) | | | | | | 9,139,505 | | |
Reserves
|
| | | | 1,856,293 | | | | | | (33,802,744) | | | | | | (31,946,451) | | |
Accumulated deficit
|
| | | | (11,391,385) | | | | | | 628,267 | | | | | | (10,763,118) | | |
| | |
As previously
reported $ |
| |
Adjustments
$ |
| |
Restated
$ |
| |||||||||
Capital and reserves attributable to owners of Genius Group Ltd.
|
| | | | 39,315,418 | | | | | | (33,174,477) | | | | | | 6,140,941 | | |
Non-controlling interest
|
| | | | 2,872,057 | | | | | | 11,868 | | | | | | 2,883,925 | | |
Total Stockholder’s Equity
|
| | | | 42,187,475 | | | | | | (33,162,609) | | | | | | 9,024,866 | | |
Total Liabilities and Stockholder’s Equity
|
| | | | 54,465,392 | | | | | | (36,301,021) | | | | | | 18,164,371 | | |
Statement of profit or loss and other comprehensive income | | | | | | | | | | | | | | | | | | | |
For the six months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Cost of Revenue
|
| | | | (5,137,481) | | | | | | 428,609 | | | | | | (4,708,872) | | |
Gross profit
|
| | | | 1,214,250 | | | | | | 428,609 | | | | | | 1,642,859 | | |
Loss from Operations
|
| | | | (1,922,032) | | | | | | 428,609 | | | | | | (1,493,423) | | |
Loss Before Income Tax
|
| | | | (2,104,815) | | | | | | 428,609 | | | | | | (1,676,206) | | |
Income tax benefit (expense)
|
| | | | 200,148 | | | | | | (153,109) | | | | | | 47,039 | | |
Net loss
|
| | | | (1,904,667) | | | | | | 275,500 | | | | | | (1,629,167) | | |
Non-controlling interest
|
| | | | (33,773) | | | | | | 5,999 | | | | | | (27,774) | | |
Total Comprehensive Income (loss)
|
| | | | (1,833,956) | | | | | | 275,500 | | | | | | (1,558,456) | | |
Basic and diluted earnings (loss) per share from continuing operations
|
| | | | (0.12) | | | | | | 0.02 | | | | | | (0.10) | | |
For the six months ended June 30, 2020 | | | | | | | | | | | | | | | | | | | |
Cost of Revenue
|
| | | | (2,444,277) | | | | | | 150,000 | | | | | | (2,294,277) | | |
Gross profit
|
| | | | 2,093,559 | | | | | | 150,000 | | | | | | 2,243,559 | | |
Loss from Operations
|
| | | | (916,577) | | | | | | 150,000 | | | | | | (766,577) | | |
Loss Before Income Tax
|
| | | | (1,559,553) | | | | | | 150,000 | | | | | | (1,409,553) | | |
Income tax benefit (expense)
|
| | | | 154,875 | | | | | | (25,500) | | | | | | 129,375 | | |
Net loss
|
| | | | (1,404,678) | | | | | | 124,500 | | | | | | (1,280,178) | | |
Total Comprehensive Income (loss)
|
| | | | (1,929,603) | | | | | | 124,500 | | | | | | (1,805,103) | | |
Basic and diluted earnings (loss) per share from continuing operations
|
| | | | (0.14) | | | | | | 0.01 | | | | | | (0.13) | | |
Statement of changes in equity
|
| | | | | | | | | | | | | | | | | | |
For the six-months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Reserves
|
| | | | 1,856,293) | | | | | | (33,802,744) | | | | | | (31,946,451) | | |
Accumulated deficit
|
| | | | (11,391,385) | | | | | | 628,267 | | | | | | (10,763,118) | | |
Non-controlling interest
|
| | | | 2,872,057 | | | | | | 11,868 | | | | | | 2,883,925 | | |
Total Equity
|
| | | | 42,187,475 | | | | | | (33,162,609) | | | | | | 9,024,866 | | |
Statement of cash flows
|
| | | | | | | | | | | | | | | | | | |
For the six-months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Loss before income tax
|
| | | | (1,904,667) | | | | | | 275,500 | | | | | | (1,629,167) | | |
Amortization of deferred tax liability
|
| | | | (105,650) | | | | | | 81,281 | | | | | | (24,369) | | |
Deferred tax liability
|
| | | | (94,498) | | | | | | 71,828 | | | | | | (22,670) | | |
Depreciation and amortization
|
| | | | 1,221,888 | | | | | | (428,609) | | | | | | 793,279 | | |
Total adjustments to reconciled net loss to net cash used in operating activities
|
| | | | 371,317 | | | | | | (275,500) | | | | | | 95,817 | | |
|
| | |
As previously
reported $ |
| |
Adjustments
$ |
| |
Restated
$ |
| |||||||||
For the six-months ended June 30, 2020 | | | | | | | | | | | | | | | | | | | |
Loss before income tax
|
| | | | (1,404,678) | | | | | | 124,500 | | | | | | (1,280,178) | | |
Amortization of deferred tax liability
|
| | | | (78,973) | | | | | | 25,500 | | | | | | (53,473) | | |
Depreciation and amortization
|
| | | | 1,128,582 | | | | | | (150,000) | | | | | | 978,582 | | |
Total adjustments to reconciled net loss to net cash used in operating activities
|
| | | | (266,071) | | | | | | (124,500) | | | | | | (390,571) | | |
| | | | | | | | | | | | | | | | | | | |
| | |
As previously
reported $ |
| |
Adjustments
$ |
| |
Restated
$ |
| |||||||||
Statement of financial position | | | | | | | | | | | | | | | | | | | |
As of December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Property and equipment
|
| | | | 7,250,846 | | | | | | 346,144 | | | | | | 7,596,990 | | |
Goodwill
|
| | | | 18,647,498 | | | | | | (17,437,545) | | | | | | 1,209,953 | | |
Intangible assets
|
| | | | 20,741,249 | | | | | | (19,736,335) | | | | | | 1,004,914 | | |
Total Assets
|
| | | | 53,785,449 | | | | | | (36,827,736) | | | | | | 16,957,713 | | |
Deferred tax liability
|
| | | | 4,166,946 | | | | | | (3,291,521) | | | | | | 875,425 | | |
Total Liabilities
|
| | | | 12,543,145 | | | | | | (3,291,521) | | | | | | 9,251,624 | | |
Reserves
|
| | | | 1,788,051 | | | | | | (33,900,850) | | | | | | (32,112,799) | | |
Non-controlling interest
|
| | | | 251,285 | | | | | | 5,869 | | | | | | 257,154 | | |
Accumulated deficit
|
| | | | (9,526,614) | | | | | | 358,766 | | | | | | (9,167,848) | | |
Capital and reserves attributable to owners of Genius Group Ltd.
|
| | | | 40,991,019 | | | | | | (33,542,084) | | | | | | 7,448,935 | | |
Total Stockholder’s Equity
|
| | | | 41,242,304 | | | | | | (33,536,215) | | | | | | 7,706,089 | | |
Total Liabilities and Stockholder’s Equity
|
| | | | 53,785,449 | | | | | | (36,827,736) | | | | | | 16,957,713 | | |
Statement of profit or loss and other comprehensive income | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Cost of Revenue
|
| | | | (4,703,841) | | | | | | 569,733 | | | | | | (4,134,108) | | |
Gross profit
|
| | | | 2,929,935 | | | | | | 569,733 | | | | | | 3,499,668 | | |
Loss from Operations
|
| | | | (3,250,582) | | | | | | 569,733 | | | | | | (2,680,849) | | |
Loss Before Income Tax
|
| | | | (3,692,802) | | | | | | 569,733 | | | | | | (3,123,069) | | |
Income tax benefit (expense)
|
| | | | 216,086 | | | | | | (285,331) | | | | | | (69,245) | | |
Net loss
|
| | | | (3,476,716) | | | | | | 284,402 | | | | | | (3,192,314) | | |
Non-controlling interest
|
| | | | (63,065) | | | | | | 5,869 | | | | | | (57,196) | | |
Total Comprehensive loss
|
| | | | (1,347,635) | | | | | | 284,402 | | | | | | (1,063,233) | | |
Basic and diluted earnings loss per share from continuing operations
|
| | | | (0.27) | | | | | | 0.02 | | | | | | (0.25) | | |
Statement of changes in equity | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Reserves
|
| | | | 1,788,051 | | | | | | (33,900,850) | | | | | | (32,112,799) | | |
Accumulated deficit
|
| | | | (9,526,614) | | | | | | 358,766 | | | | | | (9,167,848) | | |
Non-controlling interest
|
| | | | 251,285 | | | | | | 5,869 | | | | | | 257,154 | | |
Total Equity
|
| | | | 41,242,304 | | | | | | (33,536,215) | | | | | | 7,706,089 | | |
| | | | | | | | | | | | | | | | | | | |
Description
|
| |
Date of Sale
|
| |
Number of
Shares |
| |
Consideration
(USD) |
| ||||||
Opening Share Capital Balance (Before 2018)
|
| |
2017 and Prior
|
| | | | 1,300,007 | | | | | | 1,649,201 | | |
Share Issue – 10 Investors @ $21.34 per share
|
| |
Q2 2018
|
| | | | 21,088 | | | | | | 450,020 | | |
Share Issue – 3 Investors @ $26.13 per share
|
| |
Jan 2019
|
| | | | 7,653 | | | | | | 200,000 | | |
Share Issue – 37 Investors @ 28.75 per share
|
| |
May to Jul 2019
|
| | | | 39,349 | | | | | | 1,131,000 | | |
Share Issue – 34 Investors @ 29.53 per share
|
| |
Aug 2019
|
| | | | 21,372 | | | | | | 631,168 | | |
Share Issue – 3 Investors @ 32.81 per share (Entrepreneurs Institute Acquisition)
|
| |
Aug 2019
|
| | | | 195,062 | | | | | | 6,399,984 | | |
Share Issue – 35 Investors @ 32.91 per share
|
| |
Aug 2019 to Sep 2019
|
| | | | 8,054 | | | | | | 265,049 | | |
Share Issue – 5 Investors @ 32.91 per share
|
| |
Dec 2019
|
| | | | 4,255 | | | | | | 140,000 | | |
Share Issue – 23 Investors @ 34.87 per share
|
| |
Dec 2019
|
| | | | 6,676 | | | | | | 232,760 | | |
Share Issue – 13 Investors (Employee Share Issue for 2018 Options – Exercised)
|
| |
Dec 2019
|
| | | | 20,317 | | | | | | 313,897 | | |
Share Issue – 7 Investors @ 32.91
|
| |
Jan 2020
|
| | | | 5,167 | | | | | | 170,033 | | |
Share Issue – 22 Investors @ 34.87
|
| |
Feb 2020 to Jun 2020
|
| | | | 8,863 | | | | | | 309,000 | | |
Share Issue – 112 Investors @ 34.87
|
| |
Jul to Aug 2020
|
| | | | 55,046 | | | | | | 1,919,427 | | |
Share Issue – 251 Investors @ 34.87 (Entrepreneur Resorts Acquisition)
|
| |
Jul 2020
|
| | | | 888,962 | | | | | | 30,997,810 | | |
Share Issue – 51 Investors @ 42.86
|
| |
Sep 2020
|
| | | | 37,582 | | | | | | 1,610,809 | | |
Share Issue – 7 @ 0.01 (Entrepreneur Resorts Directors)
|
| |
Sep 2020
|
| | | | 72,264 | | | | | | 722.64 | | |
Share Issue – 14 @ 1 (City Leader Promotion)
|
| |
Sep 2020
|
| | | | 918 | | | | | | 918 | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Roger James Hamilton
Roger James Hamilton
|
| |
Chief Executive Officer, Chairman
(principal executive officer) |
| |
December 30, 2021
|
|
|
/s/ Michelle Clarke
Michelle Clarke
|
| | Chief Marketing Officer, Director | | |
December 30, 2021
|
|
|
/s/ Suraj Naik
Suraj Naik
|
| | Chief Technology Officer, Director | | |
December 30, 2021
|
|
|
/s/ Jeremy Harris
Jeremy Harris
|
| |
Chief Financial Officer
(principal financial and accounting officer) |
| |
December 30, 2021
|
|
|
/s/ Sandra Morrell
Sandra Morrell
|
| | Director | | |
December 30, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Patrick Grove
Patrick Grove
|
| | Director | | |
December 30, 2021
|
|
|
/s/ Nic Lim
Nic Lim
|
| | Director | | |
December 30, 2021
|
|
|
/s/ Anna Gong
Anna Gong
|
| | Director | | |
December 30, 2021
|
|
Exhibit 2.12
|
THIS EXTENDING LETTER no 3 is made this 17 day of December 2021 BETWEEN: (A) Genius Group Ltd , a public company duly organized and operating under the Laws of Singapore, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton (the “Purchaser”) (B) David Raymond HITCHINS (the “Seller”) holds 50 (fifty) common shares of the New Zealand Company Education Angels in Home Childcare Limited with registered seat in 23 Cornwall Street, Lower Hutt, Wellington, 5010, NZ (C) Angela STEAD (the “Seller”) holds 50 (fifty) common shares of the New Zealand Company Education Angels in Home Childcare Limited with registered seat in 23 Cornwall Street, Lower Hutt, Wellington, 5010, NZ Hereinafter referred to as a “Seller” or “Party”, and collectively, “the Sellers” or “the Parties”). WHEREAS (A) The Purchaser and the Sellers entered into a Share Purchase Agreement (the “Agreement”) dated 22 October 2020. (B) Pursuant to this Extending Letter, the Sellers and the Purchaser have agreed to extend the Agreement. NOW IT IS AGREED as follows: 1. This Extending Letter 3 is supplemental to the Agreement and the Extending Letter dated September, 30, 2021. Except as expressly mentioned by this Extending Letter, the Agreement shall remain in full force and effect. Terms defined in the Agreement shall have the same meaning in this Extension Letter unless otherwise provided by this Extending Letter. 2. The Agreement is hereby amended by mutual written consent of the undersigned parties pursuant to Section 12.6 of the Agreement as follows: (i) Section 1 Point 1.1 (g) (Definitions) is amended by changing the date of “ December 31, 2021” to “March 31, 2022”; (ii) Section 5 Point 5.1 is amended by changing the date of “ March 31, 2021” to “March 31, 2022”; (iii) Section 9 Point 9.1 is amended by changing the date of “ March 31, 2021” to “March 31, 2022”; DocuSign Envelope ID: BF8F287B-7A74-4B74-BE92-23295BC228A1 |
|
(iv) Section 9 Point 9.1 (b) is amended by changing the date of “ March 31, 2021” to “March 31, 2022”; 4. For the avoidance od doubt the portion of the purchase price payment referred to in clause 2.2 a of the Agreement is in consideration for and equal to the final value of the shareholder loan adjustment made. 5. This Extension Letter may be executed in one or more counterparts, each of which shall be an original but which together (including facsimile or scanned exchanged signed counterparts) shall constitute the same agreement. 6. This Extension Letter shall be governed by and construed in accordance with the laws of Singapore and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of Singapore. AGREED by the Parties hereto the day and year first above written SIGNED by: Genius Group Ltd. By: Name: Title: SIGNED by: David Raymond HITCHINS By: Name: Title: Angela STEAD By: Name: Title: DocuSign Envelope ID: BF8F287B-7A74-4B74-BE92-23295BC228A1 Roger Hamilton CEO Director Angela Stead David Hitchins Director |
Exhibit 2.13
|
THIS EXTENDING LETTER is made this 17 day of December 2021 BETWEEN: (A) Genius Group Ltd , a public company duly organised and operating under the Laws of Singapore, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton (the “Purchaser”) (B) Lilian Magdalena Niemann holding 100 % of Shares in E-Square Education Enterprises (Pty) Ltd (the “Seller” or “Party”), a private company duly organised and operating under the Laws of Republic of South Africa, with registered seat in 1 Govan Mbeki Avenue Medscheme House, Port Elizabeth, Eastern Cape 6001 represented by Lilian Magdalena Niemann. , (the “Seller”). (together the “Parties” and individually each a “Party”) WHEREAS (A) The Purchaser and the Seller entered into a Share Purchase Agreement (the “Agreement”) dated 28 November 2020. (B) Pursuant to this Extending Letter, the Seller and the Purchaser have agreed to extend the Agreement. NOW IT IS AGREED as follows: 1. This Extending Letter is supplemental to the Agreement. Except as expressly mentioned by this Extending Letter, the Agreement shall remain in full force and effect. Terms defined in the Agreement shall have the same meaning in this Extension Letter unless otherwise provided by this Extending Letter. 2. The Agreement is hereby amended by mutual written consent of the undersigned parties pursuant to Section 12.6 of the Agreement as follows: (i) Section 1 Point 1.1 (1.1.1 (h) (Definitions) is amended by changing the date of “ March 31, 2021” to “March 31, 2022”; (ii) Section 8 Point 8.3 is amended by changing the date of “ March 31, 2021” to “March 31, 2022”; 4. This Extension Letter may be executed in one or more counterparts, each of which shall be an original but which together (including facsimile or scanned exchanged signed counterparts) shall constitute the same agreement. 5. This Extension Letter shall be governed by and construed in accordance with the laws of Singapore and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of Singapore. DocuSign Envelope ID: F73F46EF-3771-44D6-89E8-D73C5235C37B |
|
AGREED by the Parties hereto the day and year first above written SIGNED by: Genius Group Ltd. By: Name: Title: SIGNED by: Lilian Magdalena Niemann By: Name: Title: DocuSign Envelope ID: F73F46EF-3771-44D6-89E8-D73C5235C37B CEO Roger Hamilton Lilian Magdalena Niemann CEO |
Exhibit 2.14
|
THIS EXTENDING LETTER NO. 3 is made this 17 day of December 2021 BETWEEN: (A) Genius Group Ltd. (hereinafter referred to as the “Purchaser” or “GG”) is a public limited company duly incorporated and operated under the Laws of Singapore that is acquiring and integrating other companies to grow globally. (B) Property Mastermind International PTE Ltd., is a private company limited by shares duly organised and operating under the Laws of Singapore, (the “Seller”). (together the “Parties” and individually each a “Party”) WHEREAS (A) The Purchaser and the Seller entered into a Share Purchase Agreement (the “Agreement”) dated 15 March 2021 amended by the Agreement pursuant to which the Purchaser proposed to acquire the entire issued share capital of Property Investors Network Ltd and Mastermind Principles Limited. (B) Pursuant to this Extending Letter, the Seller and the Purchaser have agreed to extend the Agreement. NOW IT IS AGREED as follows: 1. This Extending Letter no. 3 is supplemental to the Agreement. Except as expressly mentioned by this Extending Letter, the Agreement shall remain in full force and effect. Terms defined in the Agreement shall have the same meaning in this Extension Letter unless otherwise provided by this Extending Letter. 2. In consideration of the terms and conditions of the Agreement and the obligations assumed by the Parties under the Agreement, the following extending regulations and amendments shall be made to the Agreement with effect from the date of the Agreement: (i) Point 4.1 of the Agreement and the Extending Letter dated September 30, 2021 “The Purchaser shall use best endeavors to ensure that the IPO occurs no later than 31 March 2022. The Seller shall not be obliged to give warranties or indemnities (except a warranty as to title to the Consideration Shares held by the Seller and capacity of the Seller to enter into such a transaction) in connection with the IPO”. (ii) Point 5.2 (c) of the Agreement “IPO. The Purchaser will have taken all such steps as are reasonably necessary to ensure that the IPO occurs no later than 31 March 2022”. (iii) Point 11.1 of the Agreement “IPO each of the Parties shall take all steps necessary to fulfil the Conditions Precedent promptly. Subject to Section 12.2, if the Conditions Precedent are not satisfied, or waived on or before the 31 March 2022 then, the non-defaulting Party may (without DocuSign Envelope ID: 7FA559C7-07D4-4E45-A703-5FD6F17BD0DF |
|
limiting their right to claim damages or exercise any other rights and remedies they may have under this Agreement): (a) terminate this Agreement with immediate effect; (b) defer Closing to a date being not more than 45 Business Days (unless the parties agree other) following 31 March 2022. If the parties having used their respective reasonable endeavors to effect Closing during the intervening period cannot reach an agreement, the Buyer may terminate the agreement with immediate effect; or (c) proceed to Closing as far as practicable. 11.2 Notwithstanding the satisfaction of the Condition Precedents, if the IPO does not take place on 31 March 2022 (without limiting the Seller’s right to claim damages or exercise any other rights and remedies the Seller may have against the Purchaser), this Agreement will terminate with immediate effect (unless the Parties agree otherwise in writing prior to such termination). 3. If any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. 4. This Extension Letter may be executed in one or more counterparts, each of which shall be an original but which together (including facsimile or scanned exchanged signed counterparts) shall constitute the same agreement. 5. This Extension Letter shall be governed by and construed in accordance with the laws of Singapore and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of Singapore. AGREED by the Parties hereto the day and year first above written Genius Group Ltd. By: Name: Title: Witness Name: Address: DocuSign Envelope ID: 7FA559C7-07D4-4E45-A703-5FD6F17BD0DF CEO Roger Hamilton 603 Orton House, 81 Plough Lane, London, SW17 0RF |
|
SIGNED and delivered as a Deed by: Property Mastermind International PTE Ltd., By: Name: Title: Witness Name: Address: DocuSign Envelope ID: 7FA559C7-07D4-4E45-A703-5FD6F17BD0DF Simon Zutshi Director 71-75 Shelton St London WC2H 9JQ |
Exhibit 2.15
FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT
This Fourth Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 21st day of December 2021, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).
RECITALS
WHEREAS, Seller, UAV, Purchaser and UAV Property Company (solely with respect to Section 1.2(b) of the Purchase Agreement) entered into that certain Stock Purchase Agreement dated as of March 22, 2021, the Amendment to Stock Purchase Agreement dated as of July 29, 2021, the Second Amendment to Stock Purchase Agreement dated September 30, 2021, and the Third Amendment to Stock Purchase Agreement dated November 22, 2021 (collectively, “Stock Purchase Agreement”).
WHEREAS, Seller, UAV, Purchaser and UAV Property Company wish to amend the Stock Purchase Agreement by mutual written consent.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and premises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, agree as follows:
1. The above Recitals are incorporated as if fully set forth herein.
2. All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Stock Purchase Agreement.
3. The Stock Purchase Agreement is hereby amended by mutual written consent of the undersigned parties pursuant to Section 11.11 of the Purchase Agreement as follows:
a. | Section 1.4(b)(i)(B) is amended by changing the date of “December 31, 2021” to “January 31, 2022”; |
b. | Section 4.4(a) is amended by changing the date of “December 31, 2021” to “January 31, 2022”; |
c. | Section 7.7 is amended by changing the date of “December 31, 2021” to “January 31, 2022”; |
d. | Section 9.1(b) is amended by changing the date of “January 7, 2022” to “February 1, 2022”; and |
e. | Section 9.2(b) is amended by changing the date of “December 31, 2022” to “January 31, 2022.” |
4. This Amendment will become effective as of the date first written above (the “Effective Date”). Except as set specifically forth herein, all other terms and conditions of the Stock Purchase Agreement remain in full force and effect. On and after the Effective Date, each reference in the Stock Purchase Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Stock Purchase Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Stock Purchase Agreement will mean and be a reference to the Stock Purchase Agreement as amended by this Amendment.
[Remainder of page intentionally left blank.]
The parties hereby have caused this Amendment to be executed and delivered as of the Effective Date.
By: | /s/ Sandra Johnson | |
Sandra Johnson | ||
By: | /s/ Marco Johnson | |
Marco Johnson | ||
University of Antelope Valley,
Inc.,
a California corporation |
||
By: | /s/ Marco Johnson | |
Name: Marco Johnson | ||
Title: President and Chief Executive Officer | ||
University of Antelope Valley,
LLC
a California limited liability company |
||
By: | /s/ Marco Johnson | |
Name: Marco Johnson | ||
Title: President and Chief Executive Officer | ||
Genius Group Limited,
a Singapore corporation |
||
By: | /s/ Roger Hamilton | |
Name: Roger Hamilton | ||
Title: Founder and Director |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Genius Group Limited and Subsidiaries on Amendment No. 4 to Form F-1, File No. 333-257700, of our report dated July 3, 2021, except for the stock split described in Note 34 and the effects of the restatement described in Notes 2 and 35 and reflected in Notes 4, 8, 11, 12, 13, 21, 27, 28 and 33 as to which the date is December 30, 2021, with respect to our audits of the consolidated financial statements of Genius Group Limited and Subsidiaries as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
Melville, NY
December 30, 2021
Exhibit 23.2
|
Lightheart | Sanders C e r t I f I e d P u b l I c A c c o u n t a n t s 140 Fountains Blvd., Suite D, Madison MS 39110 ♦ 601-898-2727 ♦ www.lsacpafirm.com CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion of our Auditors' Reports, dated May 6, 2021 and December 14, 2020, on the financial statements of University of Antelope Valley, Inc. for the years ended December 31, 2020 and 2019, respectively, and Accountants’ Review Reports, dated September 17, 2021 and February 4, 2021, on the financial statements of University of Antelope Valley, Inc. for the six months then ended June 30, 2021 and 2020, respectively, in Genius Group Ltd's registration statement on Form F-1. We also consent to application of such report to the financial information in the Report in Genius Group Ltd's registration statement on Form F-1, when such financial information is read in conjunction with the financial statements referred to in our reports. Lightheart, Sanders and Associates Certified Public Accountants Madison, Mississippi December 21, 2021 |
Exhibit 23.3
|
|
Exhibit 23.4
|
|
Exhibit 99.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.9
|
|
|
|
|
|
|
|
|
|
Exhibit 99.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.11
|
|
|
|
|
|
|
|
|
|