Genius Group Ltd 6-K, filed Jul 25, 2022

Genius Group Ltd (GNS)

6-K 2022-07-25 For: 2022-07-25

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Added on April 07, 2026

About this 6-K

Genius Group Ltd filed this 6-K on July 25, 2022.

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10.1	Revised Share Purchase Agreement dated April 30, 2022, replacing the Share Purchase Agreement between Genius Group Ltd and Property Mastermind International PTE Ltd.
10.2	Share Purchase Agreement dated Nov. 28, 2020 between Genius Group Ltd and Lilian Magdalena Niemann (1)
10.3	Extending Letter dated September 30, 2021 amending the Share Purchase Agreement between Genius Group Ltd and Lilian Magdalena Niemann (1)
10.4	Extending Letter dated December 17, 2021 amending the Share Purchase Agreement between Genius Group Ltd and Lilian Magdalena Niemann (1)
10.5	Extending Letter dated March 24, 2022 amending the Share Purchase Agreement between Genius Group Ltd and Lilian Magdalena Niemann (1)

10.6	Stock Purchase Agreement dated Dec. 18, 2020 among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd. (1)
10.7	Extending Letter dated September 30, 2021 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd. (1)
10.8	Extending Letter dated December 21, 2021 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd. (1)
10.9	Extending Letter dated January 23, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd. (1)
10.10	Extending Letter dated February 25, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd. (1)
10.11	Amendment Letter dated March 24, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd. (1)
10.12	Amendment Letter dated April 18, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd.
10.13	Amendment Letter dated May 18, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd.
10.14	Amendment Letter dated June 30, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd.
99.1	Press Release dated July 11, 2022
99.2	Press Release dated June 27, 2022
99.3	Press Release dated July 21, 2022

	GENIUS GROUP LIMITED

Date: July 25, 2022
	By:	/s/ Roger James Hamilton
	Name:	Roger James Hamilton
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

SIGNED and delivered as a Deed by:
Genius Group Ltd.

By:	/s/ Roger James Hamilton

Name:	Roger James Hamilton

Title:	CEO

Witness	/s/ Daniel Acutt

Name:	Daniel Acutt

Address:	603 Orton House, 81 Plough Lane, London, SW17 0RF

SIGNED and delivered as a Deed by:
Property Mastermind International PTE Ltd.,

By:	/s/ Simon Zutshi

Name: Simon Zutshi

Title: Director

Witness	/s/ Magdalena Klys Korzeniowska

Name:	Magdalena Klys Korzeniowska

Address:	Zadumana 11A, 02-206 Warszawa Poland

SIGNED and delivered as a Deed by:
Simon Zutshi

By:	/s/ Simon Zutshi

Name:	Simon Zutshi

Title:	Director

Witness	/s/ Magdalena Klys Korzeniowska

Name:	Magdalena Klys Korzeniowska

Address:	Zadumana 11A, 02-206 Warszawa Poland

1.	Definitions	1

2.	Purchase and Sale of Sale Shares	9

3.	Calculation of the Initial Purchase Price	9

4.	Adjustment to the Initial Purchase Price	12

5.	IPO	12

6.	Conditions Precedent	16

7.	Pre-closing Actions	16

8.	Closing, Delivery and Payment	18

9.	Warranties	19

10.	Indemnification and Damages	20

11.	Limitation of Liability	23

12.	Termination	24

13.	Interim Rights Over Sale Shares	25

14.	Purchaser Post Completion Covenants	26

15.	Confidentiality	27

16.	Stamp Duty	28

17.	Data Protection	29

18.	Arbitration	29

19.	General Provisions	30

Appendix 1		34

Assets and Liabilities		34

Appendix 2		37

Management Agreement

Appendix 3

Initial Purchase Price Adjustment Calculation

	“£”, “Pound Sterling”	means the lawful currency of United Kingdom;

	“2020 Management Accounts”	means the unaudited management accounts of each of the Companies including the balance sheet as at 31 December 2020 and the unaudited profit and loss statement for the period from 1 January 2020 through to 31 December 2020, prepared in accordance with IFRS;

	“2022 Management Accounts”	means the unaudited management accounts of each of the Companies including the balance sheet as at 31 December 2022 and the unaudited profit and loss statement for the period from 1 January 2022 through to 31 December 2022, prepared in accordance with IFRS;

	“2023 ManagementAccounts”	means the unaudited management accounts of each of the Companies including the balance sheet as at 31 December 2023 and the unaudited profit and loss statement for the period from 1 January 2023 through to 31 December 2023, prepared in accordance with IFRS;

	“2024 ManagementAccounts”	means the unaudited management accounts of each of the Companies including the balance sheet as at 31 December 2024 and the unaudited profit and loss statement for the period from 1 January 2024 through to 31 December 2024, prepared in accordance with IFRS;

	“Affiliate”	means with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person;

	“Agreed”	means acceptance by both Parties as to the content of a document including the calculations therein;

	“Agreement” or “the Agreement” or “this Agreement”	means this Share Purchase Agreement and shall include the recitals and/or schedules attached hereto, and the contracts, certificates, disclosures and other documents to be executed and delivered pursuant hereto, if any and any amendments made to this Agreement by the Parties in writing;

	“Annual Revenue”	means the total amount of money made from sales or services in a given year before costs or expenses are taken out;

	“Assets”	means all of the property, rights and assets of both Companies;

	“Books and Records”	means all files, documents, instruments, papers, relating to the Business or Condition of the Company, including financial statements, internal reports, Tax Returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, Contracts, Licenses, customer lists, computer files and programs (including data processing files and records), retrieval programs and operating data;

	“Business Day”	means any day other than a Saturday, a Sunday, a public holiday or a day on which banking institutions in Singapore are authorised or obligated by Law to be closed;

	“Claims”	means any demand, claim, action, cause of action, notice, suit, litigation, prosecution, mediation, arbitration, enquiry, assessment or proceeding made or brought by or against a Party, however arising and whether present, unascertained, immediate, future or contingent, losses, Liabilities, Damages, costs and expenses, including reasonable legal fees and disbursements in relation thereto;

	“Closing Date”	means the date on which (i) the IPO occurs (unless agreed otherwise between the Parties); and (ii) Closing takes place in accordance with the terms of this Agreement;

	“Closing”	means the sale and purchase of the Sale Shares in accordance with the terms of this Agreement;

	“Companies”	means PIN and MPL;

	“Conditions Precedent”	means the conditions precedent to Purchaser’s purchase of the Sale Shares as set out in this Agreement;

	“Customer Confidential Information”	means any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Company that is marked as “confidential”, described as “confidential” or should have been understood by the Company at the time of disclosure to be confidential;

	“Customer Data”	means the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, including any Customer’s Confidential Information, as defined in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) or any other applicable data protection legislation;

	“Damages”	means: (a) any and all monetary (or where the context so requires, monetary equivalent of) damages, fines, fees, penalties, Losses, and out-of-pocket expenses (including without limitation any liability imposed under any award, writ, order, judgment, decree or direction passed or made by any Person); (b) subject to applicable Law, any punitive, or other exemplary or extra contractual damages payable or paid in respect of any contract; and (c) amounts paid in settlement, interest, court costs, costs of investigation, reasonable fees and expenses of legal counsel, accountants, and other experts, and other expenses of litigation or of any Claim, default, or assessment;

	“Director”	shall mean and include the Director Simon Zutshi;

	“Director’s Loan”	means the interest free loan from MPL to the Seller, for such amount as is outstanding as at the Closing Date, which, for the avoidance of doubt, shall be not less than £1,500,000 and which includes those loans more specifically set out in Appendix 1;

	“EBITDA”	means the net earnings before interest, taxation, depreciation and amortization shown as “Net Profit” in the management accounts of the Companies including for the avoidance of doubt, the 2020 Management Accounts;

	“Encumbrance”	with respect to any property or Asset or securities, shall mean: (a) any mortgage, charge (whether fixed or floating), pledge, Lien, hypothecation, assignment, deed of trust, security interest, equitable interest, title retention agreement, voting trust agreement, commitment, restriction or limitation or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable Law; (b) any voting agreement, interest, option, pre-emptive rights, right of first offer, refusal or transfer restriction in favour of any Person; and (c) any adverse claim as to title, possession or use; “Encumber” and “Encumbered” shall be construed accordingly;

	“Exchange Rate”	means the Pound Sterling to United States Dollar ($) foreign exchange spot rate as quoted by the Bank of England;

	“Execution Date”	means the date of this Agreement;

	“Final Purchase Price”	means:

		(a) the Agreed PP;

		(b) plus the 2022 Top Up;

		(c) plus the 2023 Top Up; and

		(d) plus the 2024 Top Up,

	“IFRS”	means International Financial Reporting Standards as in effect from time to time, consistently applied.

	“GG Shares”	means most senior class of shares in issue of the Public Limited Company Genius Group with registered seat in Singapore;

	“Indemnified Party”	has the meaning set out in Section 10.1;

	“Indemnifying Party”	has the meaning set out in Section 10.1;

	“Intellectual Property”	means collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (a) patents, patent applications, patent disclosures, patent rights; (b) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (c) rights in trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress; (d) rights relating to the protection of trade secrets and confidential information; (e) internet domain names, Internet and World Wide Web (WWW) URLs or addresses; and (f) all other intellectual, information or proprietary rights anywhere in the world including rights of privacy and publicity, rights to publish information and content in any media;

	“IPO”	means the admission of all or any of the GG Shares or securities representing those shares (including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments) to be traded or quoted on the NYSE American;

	“Law” or “Laws”	shall mean any statute, law, regulation, ordinance, rule, Court Order, notification, order, decree, bye-law, permits, licenses, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, in the jurisdiction of Singapore, unless otherwise states, over the matter in question, whether in effect as of the date of this Agreement or thereafter;

	“Liabilities”	means with respect to any person any direct or indirect liability, indebtedness, obligation, expense, deficiency, guaranty or endorsement of or by such person of any type, known or unknown, and whether accrued, absolute, contingent, unmatured, matured, otherwise due or to become due;

	“Losses”	means any and all losses, Liabilities, Claims, damages, write downs, reductions in value (including reduction in the value of the Sale Shares), costs (including costs of any assessment, investigation, defence, settlement or proceedings in respect of tax or any other legal proceedings), expenses (including reasonable legal costs and attorneys’ fees) or other obligations;

	“Material Adverse Effect”	means a material adverse effect on: (a) the business, operations, affairs, financial condition, assets or properties of the Companies (not being an event affecting or likely to affect generally all companies carrying on similar businesses in countries in which they carry on business); or (b) the ability of the Companies to perform its obligations under this Agreement; or (c) the validity or enforceability of this Agreement;

	“Prevailing Market Price”	average of the daily closing prices of the GG Shares for 30 consecutive trading days immediately preceding the day in question after appropriate adjustment for dividends, subdivisions, combinations or reclassifications occurring within said 30-day period;

	“Relevant Price”	means the 2022 Price, 2023 Price and 2024 Price, as the context may require;

	“Reporting Accountants”	means a firm of Chartered Accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;

	“Sale Shares”	means the Shares in PIN in the amount of five (5) shares constituting one hundred percent (100%) of the share capital in PIN and the shares in MPL in the amount of two (2) shares constituting one hundred percent (100%) of the share capital in MPL;

	“Share Purchase”	has the meaning set out in Section 2.1;

	“Shareholder”	means the Shareholders of the Seller;

	“Substantiated Claim”	a Claim in respect of which liability is admitted by the defaulting party, or which has been adjudicated on by a court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are prevented by passage of time or otherwise from making an appeal;

	“Topups”	means the 2022 Topup, the 2023 Topup and the 2024 Topup;

	“Transaction Documents”	means this Agreement together with the Appendices hereto, the Managers Contract Agreement, and the documents listed in Section 8.2(a) to(e);

	“Transfer” (including with correlative meaning, the terms “Transferred by” and “Transferability”)	shall mean to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation of Law or in any other way subject to any Encumbrance or dispose of, whether or not voluntarily; and

	“Valuation Date”	means the date on which the Initial Purchase Price is Agreed or deemed Agreed between the Parties in accordance with Section 3.

	(b)	a consolidation, amalgamation or merger of the Purchaser with or into another entity (other than a consolidation, amalgamation or merger following which the Purchaser is the surviving entity and which does not result in any reclassification of, or change in, the GG Shares),

		then the Purchaser shall adjust the Deemed Issue Price, conditional on any such event occurring, but with effect from the date of the relevant event (an “Adjustment”) so that, after such Adjustment:

	ii.	a consolidation, amalgamation or merger of GG with or into another entity (other than a consolidation, amalgamation or merger following which GG is the surviving entity and which does not result in any reclassification of, or change in, the GG Shares),

		then GG shall adjust the Deemed Issue Price, conditional on any such event occurring, but with effect from the date of the relevant event (an “Adjustment”) so that, after such Adjustment:

SIGNED and delivered as a Deed by:
Genius Group Ltd.

By:	/s/ Roger James Hamilton

Name:	Roger James Hamilton

Title:	CEO

Witness

	/s/ Daniel Acutt

Name:	Daniel Acutt

Address:	603 Orton House, 81 Plough Lane, London,
	SW17 0RF

SIGNED and delivered as a Deed by:
Property Mastermind International PTE Ltd.,

By:	/s/ Simon Zutshi

Name:	Simon Zutshi

Title:	Director

Witness

	/s/ Magdalena Klys Korzeniowska

Name:	Magdalena Klys Korzeniowska

Address:	Zadumana 11A, 02-206 Warszawa Poland

SIGNED and delivered as a Deed by:
Simon Zutshi

By:	/s/ Simon Zutshi

Name:	Simon Zutshi

Title:	Director

Witness

	/s/ Magdalena Klys Korzeniowska

Name:	Magdalena Klys Korzeniowska

Address:	Zadumana 11A, 02-206 Warszawa Poland

MASTERMIND PRINCIPLES LTD Balance Sheet (No.s are in GBP) As on 30th Sep 2020

	30 Sep 2020		Adjustments		To be Paid by Buyer on behalf of Seller (Part of Acquired Balance Sheet)		Acquired Balance Sheet		Details
Assets
Bank
Amex		-17.67		0.00		0.00		-17.67
Bartercard		14,280.81		0.00		0.00		14,280.81
BBX		19,207.00		0.00		0.00		19,207.00
CC & DC Receipts		-4.56		0.00		0.00		-4.56
Mastermind Principles		-22,939.75		0.00		0.00		-22,939.75
Petty Cash account		230.32		0.00		0.00		230.32
Savings Account		1.2		0.00		0.00		1.20
Squareup Terminal Payments		3,262.30		0.00		0.00		3,262.30
Stripe payments		9,829.82		0.00		0.00		9,829.82
Total Bank		23849.47		0.00		0.00		23,849.47
Current Assets
Accounts Receivable		660,541.54		0.00		0.00		660,541.54
Less Provision for Doubtful Debts		-247,869.86		0.00		0.00		-247,869.86
BG2 Ltd - Loan Account		24		0.00		0.00		24.00
BG3 Ltd.		458,654.98		0.00		458.654.98		0.00	To be paid by Genius Group on behalf of Simon (Loan)
BG4 Ltd		1,593.56		1,477.40		0.00		116.16	Balance to be written off in Dec 2020
BMV Finance		852,504.79		0.00		852,504.79		0.00	To be paid by Genius Group on behalf of Simon (Loan)
Crowd Property Loan Account		215,014.48		0.00		0.00		215,014.48
Dean Powers		499,530.15		499,530.15		0.00		0.00	Balance to be written off in Dec 2020
Deposit - Crown House		995		0.00		0.00		995.00
Elaine Millhouse		245,672.08		25,672.08		0.00		220,000.00	Disputed Balance to be written off in Dec 2019
Hatfield House		9,976.00		0.00		0.00		9,976.00
Mark Dearing		27,000.00		27,000.00		0.00		0.00	Balance to be written off in Dec 2020
P J Finn		578,650.84		0.00		578,650.84		0.00	To be paid by Simon if the party defaults
Prepayments		3,684.29		0.00		0.00		3,684.29
Property Mastermind International		9,806.04		0.00		0.00		9,806.04
Rent to Buy		39,598.00		39,598.00		0.00		0.00	Balance to be written off in Dec 2020
Richard Evans		12,000.00		0.00		0.00		12,000.00
Simon Zutshi - Director's Loan Account		275,156.82		0.00		275,156.82		0.00	To be paid by Genius Group on behalf of Simon (Loan)
Sundry Assets		1,700.00		0.00		0.00		1,700.00
Throckley		34,147.20		0.00		0.00		34,147.20
Vishal Misal		12,000.00		12,000.00		0.00		0.00	Balance to be written off in Dec 2020
Vision 1 Investments		231,314.80		0.00		231,314.80		0.00	To be paid by Genius Group on behalf of Simon (Loan)
Mastermind Principles		0		0.00		0.00		0.00
Total Current Assets		3,921,694.71		605,277.63		2,396,282.23		920,134.85
Fixed Assets
Computer Equipment		7,447.66		0.00		0.00		7,447.66
Office Equipment		65,884.65		0.00		0.00		65,884.65
Less Accumulated Depreciation on Office Equipm		-48,879.00		0.00		0.00		-48,879.00
Total Fixed Assets		24,453.31		0.00		0.00		24,453.31
Total Assets		3,969,997.49		605,277.63		2,396,282.23		968,437.63

PROPERTY INVESTORS NETWORK LTD
Balance Sheet (No.s are in GBP) As on 30th Sep 2020				0.00		0.00
	30 Sep 2020		Adjustments		To be Paid by Buyer on behalf of Seller (Part of Acquired Balance Sheet)		Acquired Balance Sheet		Details
Assets
Bank
Petty Cash account		154.25		0.00		0.00		154.25
CC & DC Receipts		0.00		0.00		0.00		0.00
Property Investors Network Ltd		3,437.09		0.00		0.00		3,437.09
Stripe payments		1,671.74		0.00		0.00		1,671.74
Total Bank		5263.08		0.00		0.00		5,263.08
Current Assets
Accounts Receivable		19,962.00		0.00		0.00		19,962.00
BG2 Ltd - Loan Account		50,000.00		0.00		0.00		50,000.00
Mastermind Principles		393,841.07		0.00		0.00		393,841.07
Total Current Assets		463,803.07		0.00		0.00		463,803.07
Fixed Assets
Computer Equipment		1,892.36		0.00		0.00		1,892.36
Office Equipment		2,816.21		0.00		0.00		2,816.21
Less Accumulated Depreciation on Office Equipment		-2,814.88		0.00		0.00		-2,814.88
Total Fixed Assets		1,893.69		0.00		0.00		1,893.69
Total Assets		470,959.84		0.00		0.00		470,959.84

PROPERTY INVESTORS NETWORK LTD Balance Sheet (No.s are in GBP) As on 30th Sep 2020
	30 Sep 2020		Adjustments		To be Paid by Buyer on behalf of Seller (Part of Acquired Balance Sheet)		Acquired Balance Sheet		Details
Liabilities
Current Liabilities
Accounts Payable		9,259.64		0.00		0.00		9,259.64
Accruals		-783.00		0.00		0.00		-783.00
NIC Payable		-687.07		0.00		0.00		-687.07
PAYE Payable		949.60		0.00		0.00		949.60
Pensions Payable		315.12		0.00		0.00		315.12
Provision for Corporation Tax		67.49		0.00		0.00		67.49
Rounding		0.00		0.00		0.00		0.00
VAT		20,484.05		0.00		0.00		20,484.05
Alan Webb Loan Account		24,175.00		0.00		0.00		24,175.00
Total Current Liabilities		53,780.83		0.00		0.00		53,780.83
Non-Current Liabilities
Lloyds Bounceback Loan		50,000.00		0.00		0.00		50,000.00
The Funding Circle		17,448.12		0.00		0.00		17,448.12
Total Non-Current Liabilities		67,448.12		0.00		0.00		67,448.12
Total Liabilities		121,228.95		0.00		0.00		121,228.95
Net Assets		349,730.89		0.00		0.00		349,730.89
Equity
Capital - x,xxx Ordinary Shares		5		0.00		0.00		5.00
Current Year Earnings		235,052.05		0.00		0.00		235,052.05
Retained Earnings		114,673.55		0.00		0.00		114,673.55
Total Equity		349,730.60		0.00		0.00		349,730.60

(A)	Genius Group Limited, a Singapore Registered Company (hereinafter referred to as the “GG”), with its registered office at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton; and

(1)	If to the Manager
	(1)	Name:	Simon Zutshi
	(2)	Address:	55 Christchurch Close, Birmingham, B15 3NE
	(3)	Email:	simon_zutshi@hotmail.com

(1)	Name:	Genius Group Limited
(2)	Address:	8 Amoy Street, #01-01 Singapore 049950
(3)	Attention:	Roger James Hamilton
(4)	Email:	roger@geniusgroup.net

Signed:

/s/ Simon Zutshi		/s/ Roger Hamilton
Simon Zutshi		Roger Hamilton on behalf of Genius Group Ltd

Agreed to on 30 April 2022		Agreed to on 30 April 2022

	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

	Address:	2622 Shmily ct. Lancaster Ca
		93536

		/s/ Sandra Johnson
		Sandra Johnson

		CFO

		Address: