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Investor Update

Jun 28, 2023

Roger Hamilton
CEO, Genius Group

Welcome everyone to our June investor meeting with Genius Group. I am Roger Hamilton, the CEO, and as we said back in February, we were gonna be running these monthly. The one time that we actually had a shift was in the last month because we had a shift in our 20-F and our financials, so we ran that as an investment session Live under our out group. It sounds like I have a echo going on here as well. First of all, if I could ask everyone who is watching, 'cause we have got investors who are pre-IPO, who have been with us for many years. We have new investors with us as well.

Wherever you are in the world, please do post in the comment, a hello and whatever city or country you are in right now as well, 'cause we do have a very global audience. At the same time, we do have Flora, who's gonna be coming on later on the Q&A. She already has got some questions that you have submitted that we're gonna be answering, and in addition, we also have got a opportunity that if you have questions that you want to ask, you can post them in the chat as well. We are gonna continue with this process of updating everybody on YouTube as we go forward as well.

Great to see we have people from UK, from all over the US in here as well, from California, from Texas, from Quebec, from Canada, Iceland as well, all over. Really good to see everyone here, and I know there'll be others watching the recording when Asia wakes up in the morning as well. We are going to basically break down everything that I'm gonna share into two parts, and these are all the updates that we wanna be sharing for investors, after the first half of the year, as we come up to the first half of the year right now. I am going to share my screen as we go as well. Let me first of all, start with the table of contents of what we're gonna be covering on this call.

The key two main themes that I want to be sharing with everybody as well, as we go through this call. First of all, here's a disclaimer, forward-looking statements, non-IFRS financial measures. Please do pause and read this if you would like any clarity on what we're gonna cover. This is the agenda. There's nine items. The first half, which is our mission, our market, our Gen AI launch, our Metaversity launch, a new entrepreneur scholarship that we are very excited by, together with the acquisitions progress. Those first five are all around business as usual and the growth of Genius Group.

You know, in the midst of all of the news that we made earlier in the year, talking about the market manipulation, the issues where we saw as it was happening, the legal actions we are taking. We are a business which is growing rapidly, that is achieving some incredible things within the education space. Now that we have the lawyers, and we have also the regulators and everyone that is watching the company, going through their process, we are busy building the business. One of the most important messages that I want to give to everybody, is I'm very focused at the long term and the long-term growth of what we're doing within the education market.

We're going through huge changes with AI, with the Metaversity, especially with what happened recently with Apple's announcement. What's really important is that all our investors, before we had our IPO, were 100% focused at the success of our business and what we were doing to make a difference in education. I'm gonna be covering that because I think that's one of the most important things. It's what our team is focused on every day. It's what our four million plus students around the world is focused at, and it's what all of our 10,000- 12,000 plus partners and faculty members are focused at as well.

However, I am also gonna cover in the second half, updates on a number of different areas that I know that a lot of the investors that we have and that we've attracted this year, are wanting to have updates on as well. I'm gonna be giving updates on exactly what's happening on the financial side, on the legal side, and on the spin-off side as well, with some specifics of where things have moved and where they are heading, moving forward as well. I also want to say just on that I know that everyone is looking for action immediately. If anyone was to refer back to the very first interview that I did in January, when we started sharing more publicly about our business with everyone, that interview was with John Berta.

John Berta, shared the story that he went through, first of all, with Torchlight, how that became Meta, and then MMTLP. That was over a year's journey that he went through, and what happened to his company, what happened to the stock price, what happened to the investors. We basically said, "Look, that is a template that we want to be able to follow," and we really are on schedule following that right now as well. There may have been one or two delays in some areas. I'm gonna explain those. There are also some things that have moved faster. I'm gonna be sharing all of that on this call as well.

Without further ado, I'm gonna jump right into this, and run through the two sections that we're gonna be covering. For all of you who are interested in the growth of our core business and what we're doing, this first half, you may have questions. Please do, like I said, post them in the chat and Flora will pick them up. Then in the second half, we are gonna be covering, as I mentioned, other corporate actions that we are taking as well. First of all, let's just start with the mission and market for anyone who is newer to our investment community. When we started the business, and this was now, what, 8 years ago, and we basically had a goal, a big goal, to get to 100 million students.

I said, "If we can just grow by 50% a year, we'll achieve that by 2030." We started on the journey, and every year, we have been either achieving or exceeding, the targets that we have set, so that we can create a full education system that is going to be a alternative to the current education system that we're in. At all ages, whether you're primary, high school, whether you're university, or whether you're an adult, we totally believe that the education system that we have today, is already being upgraded. I am very sure that for many of you who are watching here, you yourself have been learning things either by reading books or by watching YouTube or by following certain people on Twitter.

Same if you have kids, you're probably gonna find that they have learned an awful lot more through social media or through their friends and through thought leaders that are out there, who may not be part of the current accredited education system. What happens when we bring the top influencers, the top thought leaders, and we bring them into a decentralized education system, which allows all of us to not only get the education, but to get the funding for that education, and to get the accreditation for the education as well. Most importantly, to do it in a way that we're learning financial literacy, we're learning entrepreneur skills, and we're learning investor skills as well.

What makes us stand out within the different education companies that are out there , is that we are going for the full lifelong learning pie. The reason this is so important is I'm very sure many of you have done your research already. If you have not, I highly recommend that you take some time on the due diligence, looking at our company, Genius Group, and how we compare to other EdTech companies that are out there. At the time when we had our IPO, or when we started applying for the IPO, there weren't that many EdTech companies that were global and that were building a platform that was attracting millions of students. In the year before we listed in 2022, in 2021, there were three major IPOs that took place.

Those three were Duolingo, which is all focused at language, there was Coursera, and there was also Udemy. If you just do comparables, as I'm sure some of you have, on those companies, what their growth rates are, I'm sure you'll see that our growth rate is over double the growth rate that's averaged within others in the industry. If you look at their burn rate, you'll see that our burn rate is much, much lower. If you look at the multiple that they all have in terms of valuation, compared to ours on revenues, then I'm very sure you'll see why we got to such a level of concern earlier this year.

That concern has not gone away because we are at a fraction of the multiples of the others, despite having a faster growth rate, despite having a lower burn rate. We're gonna continue on this pathway because we see such an incredible opportunity for us to actually cover the entire lifelong learning pie. We have got over 50% of the entire lifelong learning $10 trillion market, which is K-12. If you have any kids up to high school level, then over half of all of the revenues are actually coming in for that space, and generally, the government tends to fund a lot of that. 25%, which is the next big chunk, is all universities and colleges. All of this, the 75%-80% here, is all accredited and largely government-funded.

All the lifelong learning, if you've ever done any learning, read any bestselling book, which has actually taught you something around life skills, around financial literacy, that is basically this small 8% here. Corporate is only 6%, then 8% is also the pre-K. The reason this is so important is, until the IPO, everything we were doing was focusing on this small 8%. It was actually working with thought leaders, with bestselling authors, and seeing, like, teachers that had millions of students that were being attracted to them, but they weren't part of the core curriculum.

We're now expanding this out in such a way that we can now bring influencers, thought leaders into our university programs, having purchased a university in California, and then eventually into our primary and high school programs as well. Which means that if you know of anybody that is already an influential thought leader, that you believe everyone should be learning from, well, that's exactly the platform that we're providing for them as well. We do believe that in the future, if there is at least one or two companies that do a really good job of disrupting this entire lifelong learning industry, there is no reason that there can't be a trillion-dollar business that comes out of education in the coming decade.

Of course, we have our own ambitions around how we want to grow. We also want to just make a really big point here, 'cause if you have not been on our GeniusU platform, I highly recommend it. Our Genie AI, that we launched the beta version of last month, has got incredible usage now, because it is the first AI which enables any student and any faculty to be able to come onto the platform and just by taking some of the assessments to find out what are your passions, what are your purpose, you can now actually have the Genie work together with you to guide you on the clear steps, the best person to connect with, the best thing to learn, the best way to earn, the best actions to take, and the best things to review.

That clear pathway, which is connect, learn, earn, act, review, is learning through doing, which is the total opposite of what tends to happen in academic learning, where you're needing to know in order to do. In the case of entrepreneurs, we need to do in order to know, and this basically allows you to gamify and measure your progress as you're moving forward as well. I know some of our investors have signed up for our Investor Masters, which is taking place in the next month. That's a perfect example of where everyone's building their portfolios, learning from top mentors, and then having a competition, effectively gamifying the process, so that they're sharing all the best portfolios that they have and the ways that they're actually out there making a difference through their investment dollars.

These are the kind of programs that we're seeing launch at scale. On the one hand, we have the AI side that we already had predicted and had prepared for at during our IPO accreditation, and during our IPO prospectus. We also had a second part to this as well. While our AI is already growing rapidly in usage, we also have got our AR side. We launched this days before Apple had their Vision Pro launch, where we had our Impact Investor Summit. This was done in the Metaverse, where we all had an opportunity to be connecting with each other, going to different areas within the investor campus.

As a result of that, making connections as well as finding the right opportunities, and hearing from some incredible speakers. We are now extending this in partnership with Vatom, who are one of the leaders within building out unity-based virtual worlds. We're now extending this into four campuses: our entrepreneur campus, our investor campus, our university campus, and our school campus. The reason that this is so important is that at the time when Apple comes out with its Vision Pro in early, 2023, which is the current schedule, as well as at the time that, you know, we're gonna see other platforms start to accelerate because of Apple's entry into the market.

We have already positioned ourselves with our development teams, with our partnerships, to be one of the premier metaversities that people can join straight away and create a global classroom, where they connect to others immediately. This is a perfect example. Right now, we're here on YouTube, and you're having a conversation on the chat, as you can see, with people from all over the world. When you can physically connect with people in one-to-one conversations while there is a talk going on on stage, when you can get into groups around different subject matter or around different mentors, the ability for us to replicate what already happens in a classroom, but now at a global scale.

And then be able to go on tours of different companies to be able to actually be there alongside CEOs or alongside designers or alongside developers as they're actually going through their best work. This is what's going to become a norm in the next couple of years, and that's where most of us are gonna do our learning, and that's what we're going to be ensuring that we are on the front edge of as we move forward as well. I do know that these things that we are doing sometimes get lost in the news, but it's what we are extremely excited by, and we're attracting some of the best in the industry to come and work with us on these areas as well.

The third thing I want to share is, how does this all relate to basically our university programs and some things that we actually have announced in the last couple of months? Some of you might have been watching online, on YouTube, or on Twitter, the likes of Peter Diamandis, who set up the XPRIZE, and together with Salim Ismail, has recently launched a book, which is called Exponential Organizations. How do you actually design a business that can really scale using AI, using the latest technologies? We have now packaged up, because both of them are in our faculty, and we've packaged up a program which is our entrepreneur certification. That entrepreneur certification, any adult and any student can actually take that certification. It goes for a full year.

We have now launched that certification. Tomorrow we have got our partner conference, where we have partners from all over the world that are not just promoting that certification but actually turning it into different localized languages, from Japanese to Chinese, all the way through to different dialects in India. This then reaches people all over the world, and at the same time, we're saying to our students at our university, "While others may pay for this, you're gonna get it for free." We believe every entrepreneur should be taught from an early age that they can evolve and grow their own business.

We are rapidly moving to a world in which more people work in the gig economy, which means they have at least a second job than do having full-time employment. We're going to go over 50% in the US in the next two years. As a result, everyone needs financial literacy skills. Everyone needs to have smarter ways to navigate through the current downturn. The entrepreneur certificate is something that is free to students that want to take part and actually go through that certificate alongside entrepreneurs and investors. More than that, we're also saying if you actually take that entrepreneur certificate, you also are going to get a sponsorship and a scholarship towards your degree program.

Whatever is your vocational certification or your degree that you're taking within our California Business School, you're now going to, at the same time, get a scholarship, which could be anywhere up to $5,000-$8,000 towards your actual degree program as well. I believe that we are the first to be doing this, where we are putting such an emphasis on entrepreneurship. This $1 million entrepreneur scholarship, 'cause that's the amount that we're going to be giving away in scholarships, this is something which we are launching tonight. You're going to see that there is press that's coming out about this as well.

We believe that this is going to be really well-received by high schools, and by educators and students all over the world that want to understand how to build an AI-based business, which allows them to be able to scale and even be earning money while they're going through their degree program. These Six Ds here are Six Ds that are part of a digital disruption framework that Peter Diamandis put together, where every different industry, whether it is, you know, starting off with mobile or now starting off with AI, it starts with the digitization of the industry. The deception phase, where things tend to kind of drop before they start moving up again. When things actually take hold, and you get into the disruption phase, where you start to see that the incumbents are now starting to break down their models.

Then to the dematerialization phase, which means effectively, just like it happened with music, just like it happened with media, the old formats then start disappearing, and everything goes down to the scale of the individual. That then leads to demonetization, where you can actually start really actually accessing all the information for free. Finally, to the democratizing, where everyone can be part of it as well. This is now happening with AI. I believe it's also happening with the blockchain, right? You all know that we actually did announce back in March that we are dual-listed now on the Upstream Exchange, which is a blockchain-based exchange. We are both listed on the New York Stock Exchange and also on the Upstream Exchange as well.

I'm very sure if you go and look at our share price between the two of them, you'll see a very, very big delta, between them. This year, in terms of these six steps, we believe we're gonna be seeing exactly the same, in the education market, where those who actually are democratizing education, are the ones that are gonna be leading the future as well. This is something I do want everyone who is here, if you do believe that this is a good initiative, one that you can actually share with others within your communities, I do highly recommend it. It is impossible to be here as an investor without needing to have self-taught yourself, because we do not learn investment strategies at school.

Frankly, we don't even learn them, for most of us, at university level. Some of us go all the way through our lives not learning them either or learning the hard way. We now have got communities on social media, where people are sharing information with each other. We have communities that now are taking place globally, where if we can actually start building the very, very best learning and bring it into our schools and our universities, then we can start formalizing this in such a way that all of us can know that we're really making sure that we are prepared for all of the best strategies as we're moving forward into a very, very uncertain age. This is the $1 Million Entrepreneur Scholarship that we're very excited by.

Finally, that moves us on to how our organic growth now connects up with our acquisition strategy. You know, we have said in the past, and we're saying it again here, that when we are looking at 50% growth, you know, we're expecting 20% plus to come from our organic side, and then we're expecting the remainder to come from our acquisitions. One thing that we shared back in March was that while we were starting with smaller acquisitions, those acquisitions now have in two forms extended. We're not just thinking about the technology side, but we're also thinking about the media side as well. We have the tech, and we have the media.

On top of that, we also are looking at this in terms of larger-size acquisitions, which means that we're actually looking at all of the listed companies on stock markets all over the world, and where there is a really good fit, where we can bring in either accredited content, or we can bring in great technology, including technology in the AI and AR space. I'm now spending a lot of my time as a CEO, in conversations with potential acquisitions, and we have not yet, this year, announced any completed acquisitions because we are ensuring that we're actually making the right decisions on the right ones as we go forward as well.

Now, on this, I do want to say one thing for everyone as well, and I did say to our lawyers I was gonna clarify this on this session as well, because, of course, in March, I put out a tweet about Troika, and I said that we had put in an offer, which was a non-buying offer into Troika. That tweet got deleted, and I know there's been conversation around was it even correct? Was it even truthful, or did it even happen? I do wanna make it really clear here that there is nothing that I post on social media or on Twitter that is not truthful.

What I posted was after having conversations with our board and having conversations also with Jefferies, who are the investment bank that's representing Troika, them understanding and knowing that I was gonna be posting that tweet. Off the back of that, when we got queries from the NYSE, who basically asked, you know, in terms of the timing of the tweet during the hours of trade, that we need to go out there and actually provide the right documentation across that as well, we then said, "Okay, we will do that," and Troika's lawyers then came to us and said they would prefer that we keep it all confidential, and we do have an NDA, the NDA still remains today.

I do want to say that out of an abundance of caution, even though I wasn't asked, we did delete those tweets so that we were respecting the process. I wanna make it clear that anything that I do post, I am posting where there is always a balance of what I want to be able to share with our shareholders, with the public, but also what needs to be done in a way that's gonna be legal.

For many of you, especially with this core, you're gonna see that I'm always gonna be navigating that pathway of giving as much information as I can, at the same time as ensuring that the lawyers and the process that we're following is all compliant with the different regulators that are out there as well, especially given the situation that we're in, where we are in the spotlight as a company. Where does that lead us in terms of how do we go about doing acquisitions? It's quite simple for a company to do that if it has a buoyant share price, a buoyant volume. What happens if a company, any company, like, has a challenge with that, and how do we go about thinking about this as we move forward as well?

One thing that I do wanna share is that we are a group of companies. The reason that this is extremely important is because, as a public company, the company, frankly, is going to be worth whatever, the share price is multiplied by the number of shares, regardless of what happens, underlying the company. Obviously, everyone who does their due diligence on a company will know what the value is or what they believe the value is versus what the price of the company is as well. How do you do acquisitions, or how do you even consider acquisitions, in a situation, if a company is at a much, much lower market cap than what it could be in terms of the value of the acquisitions? There's a number of different ways. The first one is doing a spin-off.

For example, with Entrepreneur Resorts, we obviously have the ability to do acquisitions within Entrepreneur Resorts, at the time of the spin-off or after the spin-off as well. We've been very public about the fact that Entrepreneur Resorts is a publicly listed company on the Seychelles stock exchange on MERJ, and it currently has, based on the last transacted price, a $37 million valuation. What that means is we can be doing acquisitions at that price, and when we do the spin-off, that $37 million is distributed to all the shareholders. Obviously, anyone who looks at the math can see Genius Group as a whole, is actually, or has been in recent days, worth less than the entire value of the actual dividend, right? The actual spin-off.

That's, again, just the factor of where we are with our share price. That doesn't stop us from actually doing acquisitions, which can include shares within Entrepreneur Resorts, which is at that $37 million valuation. GeniusU, which is our EdTech company, we have got a whole series of different opportunities, which we already have been sharing around the technology side. GeniusU, its last transacted price, in terms of private offering that was made sometime before the IPO, was at $250 million. What that means is that we can do share acquisitions, right? Where we're actually doing a share swap, at that $250 million dollar valuation, despite the fact that Genius Group, as a holding company, which owns over 90% of GeniusU, is worth a fraction of that.

Similarly with our university, that also has got a multiple, which brings the value of all of these in the last transacted over $300 million, where we also are able to do acquisitions as well. The reason I want to share that is because it's too easy to discount a company that might have a low share price to say, "Well, it can't really do much in terms of acquisitions." That really isn't the case, and we're really thinking about this from the point of view of what's the true value that not just we see, but also other acquirees, other companies see of actually coming in and being part of our group. That's a very different conversation from what shareholders might see as the value of a GNET share itself at this point.

That is basically part of our strategy, and I want to explain that so that when you do hear in the future of any acquisition announcements, then it makes a lot more sense how it's possible that we are doing them at the scale that we are doing them. I do want to share that as a really important part going forward, and hopefully, that will make sense as we see acquisitions be presented to the public in the future. I do wanna also share, because, you know, again, these are things that will occur that would not normally occur within a private company or in a company that has not had some of the challenges that we have had as well.

What would normally happen, when you acquire companies, and we obviously had between all the acquisitions that we put together, between $50 million and $100 million worth of acquisitions at the time of the IPO. Of course, they all then appear on our balance sheet because we pay for those acquisitions, whether in shares or in cash, and they will appear on our balance sheet as assets and as goodwill. When you get to the end of the year, the way that, the SEC, requires all, public companies to be able to, represent their balance sheet, is that they will do a check.

Our auditors will do a check against what shows up on our balance sheet, versus what is the share, the shares and the actual capital value, the market cap of the company, at the end of the audit period. Obviously, at the end of December, we had a very deflated share price. It was down at, you know, under $0.40, and that gave the entire company a valuation of less than $10 million, which was far, far, far, far lower than what was on our balance sheet. As a result of that, our auditors then had to figure out how, together with ourselves, they were going to audit the books, where our balance sheet, frankly, was just far too big for that market cap.

The end result was that we had to go through every single one of those different acquisitions and reconcile to a lower balance sheet. This was not a simple thing. It was not as simple as our audit team doing this. It actually escalated from the audit team through to the regional team, through to the national team. The result of all of that time taken, was that we missed our filing date, while it was going through that process. If it was as simple as the auditors basically telling us what was right or wrong about the audit, life would have been easy.

As a result of the complexity of that, and trying to fit basically, you know, everything that we had into a very small market cap, we ended up with a massive write-down of that goodwill, which you can see already from our 20-F. That also resulted in a delay in the audit, which clearly was extremely frustrating for all of us, including for our investors. That really explains why that happened. It was a direct factor to the fact that we had such a low share price, which obviously is what we have been, very vocal about, and looking to rectify.

That really brings me to the second half of this session, where I can go through what actions we said we're gonna take, what actions are actually happening, and the timing of those actions as well. After I've shared this, then we will go to the Q&A, and from there, again, if you have any questions on any of these, then more than happy for us to answer those questions to the best of our abilities right now as well. First of all, the most important item out of all the items, and I said this right back in December, in January to our board and then to the investors as well. We also took a huge amount of advice in early January.

This was also something which John Broder, I'm quoting him again because he was the first to really kind of put me onto the different steps that could be taken. Our lawyers as well, were very aware of what were other actions that were taken by other companies that had experienced a similar situation to us. The most important thing is to get a share count of genuine investors. Who are those investors? If there are any counterfeit shares that are in the market, forcing those counterfeit shares in order for them to be covered. This all takes place in really only one way, and that one way is that there is a distribution effectively as a dividend-...

of something which is not tangible, which means it can't be cash, it can't be something that someone can just create. It has to be delivered by the company itself, and that would either happen because of a merger and a change in the shareholding structure, or it happens as a result of a spin-off. We already were considering spinning off our Entrepreneur Resorts company. We did believe it was gonna take a good six months to make it happen. The reason it takes that long is because we are a Singapore company, and it requires basically full accounts, a submission to the court in Singapore for approval of a capital reduction, where they're basically checking over all of our balance sheets and ensuring that a capital reduction, you know, actually makes sense.

Then from there, it then basically gets the NYC nod, and then you're able to then put all the pieces in place. We have been working very hard towards that. We have like, a large legal team that's been working on this as well. I can tell you that we are at the point right now where we are submitting the court order. Generally, and again, this all depends on the Singapore courts, generally, it's within a month that they actually give approval.

If that does take place as planned, then we're able to accelerate the actual process by which we then can announce a date where there is going to be a count of all of our shares where all the brokers are then required to be able to provide a full listing of who the shareholders are and how many shares they have. When we're talking about early Q3, mid-Q3, and end Q3, frankly, Q3 only has three months: July, August, and September. Our goals is to actually achieve all of this in July. We are about to move into July right now. Our goal is to achieve all this in August. It does not mean it will happen in August, because, again, if there's any delay in the court process, then there will be a delay here as well.

We're giving you our management goals of what we want to achieve, which means that the actual count and making sure that we actually have everything then directly in the hands of our investors, our bona fide investors, this will all happen, you know, within this quarter. That's our goal. Then from there's then basically the crediting of those shares, where everyone will then have shares not only in Genius Group, but you will also have these shares that are in Entrepreneur Resorts. Entrepreneur Resorts is already, as we've mentioned in the past, they already are a publicly listed company on the MERJ Exchange. Many of you know that the Upstream Exchange, which is a blockchain-based exchange where we are dual-listed on Genius Group, they have a partnership with MERJ.

It's a very straightforward process for us to be able to move from the main board, which is where we are for Entrepreneur Resorts right now, which is not quite as technologically advanced as Upstream Exchange, and really transition from there to Upstream Exchange, with the intention that from there, we'll be looking for a more liquid exchange for the future, where we can be listing. That's something we're gonna keep all of our investors up to date with, while we're also going to have our own growth and acquisition strategy for Entrepreneur Resorts moving forward as well. That gives you a very clear idea that when we started the second quarter, which was in end of March, beginning of April, I was very clear this was not gonna happen in the second quarter.

Second quarter is now finishing. We're now getting to third quarter, right? Our goal is that right now, everything's lined up for this to happen in the third quarter. If there's any delay, it will not be a long delay. We'll keep you updated on these steps as we go forward as well. We are extremely happy that we're at a point where we've got all the right pieces in place to now for this to take place, so that we then are able to take care of all of our investors. At the same time, Entrepreneur Resorts will then have its own hospitality team.

It already has a very strong board, which we'll be introducing to all of our investors, as a separate company, and also its own strategy of growing our Genius cafes and Genius Resorts around the world as well. Just to give everyone a bit of an idea of the way that this company interacts with Genius Group, we have got our resorts in Bali, in South Africa, our cafes in Bali and also in Singapore. We have licenses in other countries, including in Japan, in Greece, for launching more of these cafes as well. They effectively work as co-working, co-learning, virtual campuses that you can actually be learning from.

We have programs, one of the programs called iLab, where we actually teach all about entrepreneurship and AI, which is hosted at our different locations, and then they are all promoted within our GeniusU platform. People all around the world will come and join people who wanna come and join those different programs. We have one that's coming up in August, for example, where we then have got, you know, a whole group coming out to Bali. I will be there in Bali at the beginning of August as well. That's my birthday, right? We'll be actually celebrating that with many of our current partners, customers, and investors that are coming and joining us on that as well.

There is gonna be a ongoing synergy that takes place between Entrepreneur Resorts, even post-spin-off, to the rest of Genius Group as well. Every investor will have a choice whether or not they want to keep shares in both companies, or whether they wanna exit one of the companies and remain with the other. That basically is the choice we will then have. That is the Entrepreneur Resorts spin-off, that then leads me to the legal actions. On the legal actions, I do want to explain again the process of the steps that take place within this. I know also that Wes Christian is gonna be doing a Twitter Spaces where he is going to be sharing also this process, which he's now working together with multiple companies on as well.

To give you an idea of what the steps on that process are, the very first step before Christian Levine will even take on a client that believes that there is any illegal trading activities taking place, is that they will measure and they will track. They will work with a partner like ShareIntel to do that. That's phase I. We have completed phase I. We completed that back in December, which is why we actually announced legal action starting in January. Phase II is then a phase of discovery, which is basically going through all of the data crunching. It's going through all the numbers, and it's identifying individual companies to actually take legal action against.

Most importantly, is putting a damages model together, where that damages model is presented to management, and it shows the extent to which the legal action will then be pursuing damages. We are completing that second phase right now. We have already authorized Wes Christian and his company to already be basically taking phase III based on what we already have been provided with. I would love to tell you all the details of exactly what those damages are, but I've been advised not, at this point, to share that with you. In due course, I will be able to share that when action is currently taken. That kind of leads us to phase III, which we're about to enter now.

Phase III is where the preparation for the actual legal case is then prepared and then filed. That process usually takes, on average, two to three months, which means you can expect something on September on that basis. Don't hold me to that because, again, things can move, you know, a month, two months, based on what the additional work is that requires to be done. This basically is the third phase. Most importantly, the fourth phase, which is the actual then court case and the ongoing steps within the court case, all of Wes Christian's experiences is that in these cases, they tend to lead to settlement, and those settlements can happen anywhere from months to years after the actual court case comes about. This is not a short action.

This is not something that suddenly gets completed in 2023. This is why I said at the very beginning, like, we are doing this for the long term of Genius Group. We're doing this to protect all our investors, and we'll continue in whatever form to protect our investors as best we can, but we're always gonna focus at the long term. Now that we have gone so far down the line with our lawyers on this, we as a management team, and myself included, have been focusing much more at the growth of the business, because that's what all our investors want, and frankly, all our, all our students and our partners want as well, while the lawyers do their job as well.

I am gonna be managing my communication, and as much as possible, sharing the updates around the company, and of course, supporting the lawyers everywhere I can, and supporting other CEOs and other companies that also are in a path where they are looking for the long-term benefit of their shareholders as well. That's where we are at the moment. Things have been moving rapidly from the scale of how the legal side goes, and very well from their side. I know in the world of social media, it can seem an age, but plenty has actually moved forward in the six months, really, since we first of all went public with the actions we're taking back in January. That's the legal actions, and that leads us to the Q&A.

This is where we can be answering questions. I hope that from what I have shared, as much as I can share, that everyone here can see there has been progress in these different areas. At the same time, everyone now has a bit more understanding about what our core business is about and what we're doing to make a difference in the world today. Education is the most important thing, and including our retail investors and our investors, anything that I can be doing to support the education of our experiences in the market, this is going to be a big part of our mission moving forward as well.

With that, Flora, how about we come over to yourself to go through some of the questions that we have there, and any new ones that might have shown up as well? Hi, Flora.

Flora Hewitt
VP of Investor Relations and Mergers and Acquisitions, Genius Group

Hello, everyone. We did receive some questions back a couple of days ago, I'm gonna go through those, and then I'm gonna go through the ones that were on the chat. Some investors were asking about the company's cash position and whether there was a need to fundraise in the future. We released our annual report in June, as of December 2022, we had $5.7 million in cash and $11.1 million in restricted cash. The company is currently exploring different options for growth, and fundraising is one of those options. Other questions were about Marcum. Marcum, our auditor, was charged by the SEC for widespread quality control deficiencies. There were questions on whether.

how this is affecting, you know, GNS, and whether our financials will be re-audited. No, the Genius Group financials will not be re-audited. Whether it would be in the best interest of the company to hire another auditor. This is something that we're currently exploring, but we have not made a decision to date. Other questions were about how many shares are currently outstanding. We filed an S-8 a couple of days ago, and in the S-8, we announced that we had 50.9 shares outstanding. There were a couple of questions on the expected date on the spin-off, and whether the dates on, you know, the EGM notice were still valid.

As Roger explained, earlier, those dates were not fixed, and we're aiming to do things in Q3. In terms of, you know, the exact date for the share count, the process, you know, how shareholders are gonna have to do, all of those details will come out later once we actually further on into the process. On the call, a couple of investors have asked, for example, whether we could get a slide that would show the difference between our competitors and GNS, with like burn rate, student growth, et cetera. This is not something that Genius Group provides. However, there's a lot of different, you know, investment sort of platforms that has wide range of different information, and you can easily access this information on those platforms.

They're not necessarily, you know, paid platforms, so you can find them on free ones. Questions were also on the Genius Group website and whether it was available in Spanish. The website itself is not available in Spanish. However, we have a lot of courses that can be found in multiple languages, such as Spanish, Chinese, Japanese, Thai, French, Polish, and Czech. Also, you know, if we wanna have more courses in different languages, we're looking for partners as well, you know, if to translate more of those courses in different languages. You can easily reach out to our team if you wanna do that. There was a lot of questions on, you know, acquisitions, naked shorts, synthetic shares, whether the board has bought shares, et cetera.

All of those questions, unfortunately, are things that we cannot answer, and therefore, we'll have to wait for those answers in the future. That's it.

Roger Hamilton
CEO, Genius Group

That's great. Thank you very much, Flora. Thank you everyone for coming and joining us. We're gonna keep on giving you updates as we go. Clearly, you know, with this month being the month that we are having the court review in Singapore, it does mean that by next month we are gonna have an update for you. If we get news beforehand, and we already are ready to take action, then, of course, you're gonna hear from us on that as well. We are basically right in action on these areas, and similarly, the same will happen on any legal actions. You'll be hearing about that as we update as well. We're gonna continue with these monthly calls. We'll be doing one in July, we'll be doing one in August.

Please do come and join us on those as well. Again, thank you very much for being investors and for supporting Genius Group on this journey. This is a long-term journey, and we are really looking forward to a fantastic second half of 2023. Thanks very much, everyone. Thank you, Flora, and we will be connecting up again, either on GeniusU, in Genius Metaversity, or on social media. Thanks a lot.

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