Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | F-1 |
Entity Registrant Name | Genius Group Ltd |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001847806 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Current Assets | |||||||
Cash and cash equivalents | $ 1,784,938 | $ 2,273,151 | [1] | $ 3,290,095 | [1] | $ 2,737,889 | [1] |
Accounts receivable, net | 1,018,003 | 948,341 | [2] | 1,263,849 | [2] | ||
Other receivables | 66,000 | ||||||
Due from related parties | 44,245 | 53,851 | [2] | 67,310 | [2] | ||
Inventories | 92,530 | 112,543 | [2] | 119,516 | [2] | ||
Prepaid expenses and other current assets | 3,490,446 | 1,548,717 | [2] | 1,065,035 | [2] | ||
Total Current Assets | 6,496,162 | 4,936,603 | [2] | 5,805,805 | [2] | ||
Property and equipment, net | 6,776,116 | 7,596,990 | [2] | 7,399,412 | [2] | 6,261,425 | |
Operating lease right-of-use asset | 1,077,241 | 1,663,881 | [2] | 2,194,073 | [2] | ||
Investments at fair value | 29,069 | 29,076 | [2] | 28,526 | [2] | ||
Goodwill | 1,320,100 | 1,209,953 | [2] | 1,209,953 | [2] | 1,209,953 | |
Intangible assets, net | 1,394,969 | 1,004,914 | [2] | 922,379 | [2] | ||
Other non-current assets | 501,750 | 516,296 | [2] | ||||
Total Assets | 17,595,407 | 16,957,713 | [2] | 17,560,148 | [2] | ||
Current Liabilities | |||||||
Accounts payable | 1,078,381 | 821,820 | [2] | 486,871 | [2] | ||
Accrued expenses and other current liabilities | 2,064,302 | 1,810,222 | [2] | 1,442,590 | [2] | ||
Deferred revenue | 2,561,912 | 1,546,712 | [2] | 3,231,431 | [2] | ||
Lease liabilities, current | 436,271 | 545,132 | [2] | 544,551 | [2] | ||
Loans payable - current portion | 65,415 | 65,611 | [2] | 64,379 | [2] | ||
Loans payable - related parties - current portion | 425,551 | 589,502 | [2] | 432,800 | [2] | ||
Convertible debt obligations, current portion | 507,765 | ||||||
Total Current Liabilities | 7,139,597 | 5,378,999 | [2] | 6,202,622 | [2] | ||
Operating lease liabilities - non-current portion | 894,589 | 1,307,932 | [2] | 1,729,188 | [2] | ||
Loans payable - non-current portion | 85,858 | 157,629 | [2] | 1,217,509 | [2] | ||
Convertible debt obligations, non-current portion | 766,245 | 1,531,639 | [2] | 1,918,340 | [2] | ||
Deferred tax liability | 723,122 | 875,425 | [2] | 736,645 | [2] | ||
Total Liabilities | 9,609,411 | 9,251,624 | [2] | 12,229,451 | [2] | ||
Commitments and Contingencies Stockholders' Equity: | |||||||
Contributed capital | 50,924,276 | 50,630,439 | [2] | 26,846,043 | [2] | ||
Subscriptions receivable | (1,900,857) | (1,900,857) | [2] | (1,125,774) | [2] | ||
Reserves | (31,888,638) | (32,112,799) | [2] | (13,844,404) | [2] | ||
Accumulated deficit | (13,493,684) | (9,167,848) | [2] | (6,050,692) | [2] | ||
Capital and reserves attributable to owners of Genius Group Ltd | 3,641,097 | 7,448,935 | [2] | 5,330,697 | [2] | ||
Non controlling interest | 4,344,899 | 257,154 | [2] | ||||
Total Stockholders' Equity | 7,985,996 | 7,706,089 | [2] | 5,330,697 | [2] | $ 6,118,134 | |
Total Liabilities and Stockholders' Equity | $ 17,595,407 | $ 16,957,713 | [2] | $ 17,560,148 | [2] | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||
Revenue | $ 12,778,262 | $ 7,633,776 | [1] | $ 9,949,057 | [1] | |
Cost of revenue | (10,020,804) | (4,134,108) | [1] | (5,024,302) | [1] | |
Gross profit | 2,757,458 | 3,499,668 | [1] | 4,924,755 | [1] | |
Operating (Expenses) Income | ||||||
General and administrative | (7,211,204) | (6,151,221) | [1] | (7,102,720) | [1] | |
Depreciation and amortization | (38,864) | (40,906) | [1] | (47,537) | [1] | |
Other operating income | 490,300 | 133,519 | [1] | 94,131 | [1] | |
Loss from foreign currency transactions | (166,174) | (121,909) | [1] | 31,704 | [1] | |
Total operating expenses | (6,925,942) | (6,180,517) | [1] | (5,963,628) | [1] | |
Loss from Operations | (4,168,484) | (2,680,849) | [1] | (1,038,873) | [1] | |
(Expense) Income | ||||||
Interest expense, net | (449,566) | (853,983) | [1] | (863,871) | [1] | |
Other income | [1] | 411,763 | ||||
Total Other Expense | (449,566) | (442,220) | [1] | (80,136) | [1] | |
Loss Before Income Tax | (4,618,050) | (3,123,069) | [1] | (1,119,009) | [1] | |
Income Tax Benefit (Expense) | 128,852 | (69,245) | [1] | (111,310) | [1] | |
Net Loss | (4,489,198) | (3,192,314) | [1] | (1,230,319) | [1] | |
Other comprehensive income: | ||||||
Foreign currency translation | 230,081 | 2,129,081 | [1] | (308,172) | [1] | |
Total Comprehensive Loss | (4,259,117) | (1,063,233) | [1] | (1,538,491) | [1] | |
Total Comprehensive Loss is attributable to: | ||||||
Owners of Genius Group Ltd | (4,085,158) | (1,006,037) | [1] | (1,538,491) | [1] | |
Non controlling interest | (173,959) | (57,196) | [1] | |||
Total Comprehensive Loss | $ (4,259,117) | $ (1,063,233) | [1] | $ (1,538,491) | [1] | |
Weighted-average number of shares outstanding, basic | 16,155,812 | 12,575,605 | [1] | 8,492,924 | [1] | |
Weighted-average number of shares outstanding, diluted | 16,155,812 | 12,575,605 | 8,492,924 | |||
Basic earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | [1] | $ (0.14) | [1] | |
Diluted earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | $ (0.14) | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Issued capital [member] | Non-controlling interests [member] | Subscriptions Receivable | Reserve of exchange differences on translation [member] | Other reserves [member] | Treasury shares [member] | Retained earnings [member] | Total | ||
Balance at the beginning, as restated at Dec. 31, 2018 | $ 16,460,431 | $ (14,895) | $ (5,123,337) | $ (132,501) | $ (5,071,564) | $ 6,118,134 | ||||
Net loss | (1,230,319) | (1,230,319) | [1] | |||||||
Foreign currency translation | (308,172) | (308,172) | [1] | |||||||
Shares issued for cash | 2,599,978 | 2,599,978 | ||||||||
Shares issued for conversion of convertible notes | 1,125,774 | $ (1,125,774) | ||||||||
Shares issued for acquisition of Entrepreneur Resorts Ltd | 6,400,000 | 398,748 | 6,798,748 | |||||||
Share based compensation | 171,768 | 171,768 | ||||||||
Adjustments to book value method | [2] | (8,398,000) | (8,398,000) | |||||||
Balance at the end. at Dec. 31, 2019 | 26,846,043 | (1,125,774) | (323,067) | (13,521,337) | (494,476) | (6,050,692) | 5,330,697 | [2] | ||
Balance at the end at Dec. 31, 2019 | (6,050,692) | 5,330,697 | ||||||||
Net loss | (3,192,315) | (3,192,315) | [1] | |||||||
Foreign currency translation | 2,129,081 | 2,129,081 | [1] | |||||||
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 at the end. at Dec. 31, 2020 | 50,630,439 | 257,154 | (1,900,857) | 1,788,051 | (33,900,850) | (9,167,848) | 7,706,089 | [2] | ||
Balance at the end at Dec. 31, 2020 | 257,154 | (9,167,848) | 7,706,089 | |||||||
Net loss | (4,489,198) | (4,489,198) | ||||||||
Foreign currency translation | 230,081 | 230,081 | ||||||||
Adjustment against capital and retained earnings | (16,517) | (16,517) | ||||||||
Shares issued for cash | 3,127,442 | 3,127,442 | ||||||||
Shares issued for conversion of convertible notes | 181,175 | 181,175 | ||||||||
Funds received for shares to be issued | 953,087 | 953,087 | ||||||||
Non-controlling Interest | (3,308,617) | 3,134,658 | 10,597 | 163,362 | ||||||
Share based compensation | 293,837 | 293,837 | ||||||||
Balance at the end. at Dec. 31, 2021 | $ 50,924,276 | $ 4,344,899 | $ (1,900,857) | $ 2,028,729 | $ (33,917,367) | $ (13,493,684) | $ 7,985,996 | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Cash Flows From Operating Activities | ||
Net loss | $ (4,489,198) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 293,837 | |
Depreciation and amortization | 1,574,913 | |
Deferred tax liability | 105,650 | |
Amortization of debt discount | 140,837 | |
Provision for doubtful debts | (39,108) | |
Loss on foreign exchange transactions | 153,692 | |
Interest on lease liabilities | 131,291 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (30,554) | |
Other receivable | (66,000) | |
Prepaid expenses and other current assets | (1,927,176) | |
Inventory | 20,013 | |
Accounts payable | 256,562 | |
Accrued expenses and other current liabilities | 254,080 | |
Deferred revenue | 1,015,200 | |
Deferred tax liability | (257,953) | |
Other non-current liabilities | (217,291) | |
Total adjustments | 1,407,993 | |
Net Cash Used In Operating Activities | (3,081,205) | |
Cash Flows From Investing Activities | ||
Purchase of intangible assets | (804,314) | |
Purchase of equipment | (77,797) | |
Net Cash Used In Investing Activities | (882,111) | |
Cash Flows From Financing Activities | ||
Amount due to/from related party | (154,345) | |
Proceeds from sale of future shares | 953,087 | |
Proceeds from equity issuances, net of issuance costs | 3,127,442 | |
Operating lease liability payments | (758,522) | |
Repayments of loans payable | (71,967) | |
Net Cash Provided By Financing Activities | 3,095,695 | |
Effect of Exchange Rate Changes on Cash | 379,408 | |
Net Increase (Decrease) In Cash | (488,213) | |
Cash - Beginning of year | 2,273,151 | [1] |
Cash - End of year | 1,784,938 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 202,176 | |
Non-Cash Investing and Financing Activities | ||
Shares issued for conversion of convertible notes | $ 293,837 | |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Shares Issued In Satisfaction Of Derivative Liability | $ 250,000 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 — BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Genius Group Ltd is a limited company incorporated on November 30, 2015 and domiciled in Singapore. The registered office and principal place of business of Genius Group Ltd is 8 Amoy Street, #01-01, Singapore 049950. Genius Group Ltd operates through its subsidiaries, GeniusU Ltd, which provides full entrepreneur education system business development tools and management consultancy services to entrepreneurs and Entrepreneur Resorts. Entrepreneur Resorts (“ERL”) was incorporated in Seychelles on May 9, 2017, and represent a group of resorts, retreats and co-working cafes for entrepreneurs. Entrepreneur Resorts owns resorts in Bali and South Africa which run entrepreneur retreats and workshops. It also owns Genius Café, an entrepreneur beach club in Bali, and Genius Central Singapore Pte Ltd, an entrepreneur co-working hub in Singapore. As of the January 1, 2020, Genius Group Ltd and Entrepreneur Resorts were held under the common control of a shared director (the “Director”). In July 2020, Genius Group Ltd acquired a majority interest in Entrepreneur Resorts to form a consolidated group. The accompanying consolidated financial statements of Genius Group Ltd and Entrepreneur Resorts, after elimination of all intercompany accounts and transactions, present the historical consolidated statements of financial positions, operations and comprehensive loss, changes in stockholders’ equity, and cash flows of the group. These consolidated financial statements have been derived from the accounting records of Genius Group Ltd and Entrepreneur Resorts and should be read in conjunction with the accompanying notes hereto. In January 2020, the World Health Organization declared the COVID 19 virus an international pandemic. The virus spread throughout the world with unfavorable stock market condition during the beginning of March 2020. During March 2020, multiple countries went into a national enforced shut down. These lock downs put significant strain on the world economy and on companies worldwide. The Company has taken measures to control costs and is emphasizing its digital business given these conditions. Specific cost savings and government support resulted in a decrease to operating expenses of $0.74 million contributed by ➢ Government Job Support Scheme $0.23 million which we received for Genius Central Singapore Pte Ltd (0.10 million), Wealth Dynamics Pte Ltd (0.02 million) and Tau Game Lodge (0.11 million) ➢ Rental waiver of $0.12 million for Genius Central Singapore ➢ Insurance support $0.10 million for our resort in South Africa which includes $0.08 million for Tau Game Lodge and 0.02 million for Matla Game Lodge ➢ Reduced or deferred salaries $0.29 million resulted in reduction of expense of $0.16 million for GeniusU, $0.02 million for Genius Group, $0.06 million for Entrepreneur Resorts Limited and $0.05 million for Tau Game Lodge. General cost reductions across the Group in response to COVID-19 of 5% reduced operating expenses by approximately $0.35 million. In 2021, the Group received government subsidies amounting to $490,300 reported under other operating income (Note 22). The imposed ‘lock down’ and associated social distancing measures have had a significant effect on economic activity and have hurt in particular businesses in the travel, entertainment and leisure sectors. To cater to this unprecedented pandemic scenario, governments across the globe have enacted many emergency funding and support schemes in order to alleviate the hopefully short-term liquidity difficulties encountered by businesses and individuals. Such measures include corporate guarantee and liquidity measures, deferral of state taxes and/or suspension for debt obligations, measures to allow businesses to implement forbearance and furlough measures while the employees receive reasonable proportion of salaries and benefits. The Company has been able to avail itself of such measures as available to it which has been of assistance to survive the financial impact of the pandemic. | NOTE 1 — BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Genius Group Ltd is a limited company incorporated on November 30, 2015 and domiciled in Singapore. The registered office and principal place of business of Genius Group Ltd is 8 Amoy Street, #01-01, Singapore 049950. Genius Group Ltd operates through its subsidiaries, GeniusU Ltd, which provides a full entrepreneur education system business development tools and management consultancy services to entrepreneurs and Entrepreneur Resorts. Entrepreneur Resorts were incorporated in Seychelles on May 9, 2017, and represent a group of resorts, retreats and co-working cafes for entrepreneurs. Entrepreneur Resorts owns resorts in Bali and South Africa which run entrepreneur retreats and workshops. It also owns Genius Café, an entrepreneur beach club in Bali, and Genius Central Singapore Pte Ltd, an entrepreneur co-working hub in Singapore. As of the December 31, 2019, Genius Group Ltd and Entrepreneur Resorts were held under the common control of a shared director (the “Director”). In July 2020, Genius Group Ltd acquired a majority interest in Entrepreneur Resorts to form a consolidated group. The accompanying consolidated financial statements of Genius Group Ltd and Entrepreneur Resorts, after elimination of all intercompany accounts and transactions, present the historical consolidated statements of financial positions, operations and comprehensive loss, changes in stockholders’ equity, and cash flows of the Company. These consolidated financial statements have been derived from the accounting records of Genius Group Ltd and Entrepreneur Resorts and should be read in conjunction with the accompanying notes hereto. In January 2020, the World Health Organization declared the COVID 19 virus an international pandemic. The virus spread throughout the world with unfavorable stock market condition during the beginning of March 2020. During March 2020, multiple countries went into a national enforced shut down. These lock downs put significant strain on the world economy and on companies worldwide. The Company has taken measures to control costs and is emphasizing its digital business given these conditions. Specific cost savings and government support resulted in a decrease to operating expenses of $0.74 million contributed by ● Government Job Support Scheme $0.23 million which we received for Genius Central Singapore Pte Ltd ( 0.10 million), Entrepreneurs Institute ( 0.02 million) and Tau Game Lodge ( 0.11 million) ● Rental waiver of $0.12 million for Genius Central Singapore ● Insurance support $0.10 million for our resort in South Africa which includes $0.08 million for Tau Game Lodge and 0.02 million for Matla Game Lodge ● Reduced or deferred salaries $0.29 million resulted in reduction of expense of $0.16 million for GeniusU, $0.02 million for Genius Group, $0.06 million for Entrepreneur Resorts Limited and $0.05 million for Tau Game Lodge. General cost reductions across the Group in response to COVID-19 of 5% reduced operating expenses by approximately $0.35 million. The imposed ‘lock down’ and associated social distancing measures have had a significant effect on economic activity and have hurt in particular businesses in the travel, entertainment and leisure sectors. To cater to this unprecedented pandemic scenario, governments across the globe have enacted many emergency funding and support schemes in order to alleviate the hopefully short-term liquidity difficulties encountered by businesses and individuals. Such measures include corporate guarantee and liquidity measures, deferral of state taxes and/or suspension for debt obligations, measures to allow businesses to implement forbearance and furlough measures while the employees receive reasonable proportion of salaries and benefits. The Company has been able to avail itself of such measures as available to it which has been of assistance to survive the financial impact of the pandemic. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through the use of its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as of the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising from the acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company has elected to account for common control business combinations using the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity, as if the acquisition had taken place at the beginning of the earliest period presented. On the acquisition date, the Company records any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholders’ Equity. Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in statement of operations and comprehensive loss. Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2021, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ➢ it is technologically feasible to complete the asset so that it will be available for use or sale. ➢ there is an intention to complete and use or sell it. ➢ there is an ability to use or sell it. ➢ it will generate probable future economic benefits. ➢ there are available technical, financial and other resources to complete the development and to use or sell the asset. ➢ the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ➢ first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ➢ then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ➢ Mandatorily at fair value through profit or loss; or ➢ Designated as of fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ➢ Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ➢ Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as of amortized cost or at fair value through other comprehensive income); or ➢ Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ➢ Amortized cost; ➢ Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ➢ Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ➢ the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as of fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as of fair value through other comprehensive income. The designation as of fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as of fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 27, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ➢ a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ➢ a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. Leases The Company accounts for its various operating leases in accordance with adopted IFRS 16, Leases (“IFRS 16’) on January 1, 2019. Management assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to assess whether a contract is or contains a lease, management determines whether the asset under consideration is “identified,” which means that the asset is either explicitly or implicitly specified in the contract and that the supplier does not have a substantial right of substitution throughout the period of use. Once management has concluded that the contract includes an identified asset, the right to control the use thereof is considered. To this end, control over the use of an identified asset only exists when the Company has the right to substantially all of the economic benefits from the use of the asset as well as the right to direct the use of the asset. Pursuant to IFRS 16, a lease liability and corresponding right-of-use asset are recognized at the lease commencement date for all lease agreements for which the Company is a lessee. Details of leasing arrangements where the Company is a lessee are presented in Note 9, Right of Use Asset and Lease Liability. Right-of-use assets Right-of-use assets are presented as a separate line item on the consolidated statement of financial position. Lease payments included in the measurement of the lease liability comprise the following: ➢ the initial amount of the corresponding lease liability; ➢ any lease payments made at or before the commencement date; ➢ any initial direct costs incurred; ➢ any estimated costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, when the Company incurs an obligation to do so, unless these costs are incurred to produce inventories; and ➢ less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of a lease. For right-of-use assets which are depreciated over their useful lives, the useful lives are determined consistently with items of the same class of property and equipment. Refer to the accounting policy for property and equipment for details of useful lives. The residual value, useful life and de | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through use its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. Business Combinations (as restated) The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in stockholders’ equity are recognized in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company previously elected to account for common control business combinations using a modified acquisition method. This accounting policy was applied consistently to similar transactions. The Company’s policy was to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to restate the common control entity’s identifiable assets, liabilities and contingent liabilities to their fair values as of the acquisition date and record goodwill, similar to the acquisition method. The Company has changed its policy to correct its accounting for common control business combinations, from the modified acquisition method to the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to record any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholder’s Equity. Restatement of the Consolidated Financial Statements The Company has restated its consolidated financial statements as of and for the years ended December 31, 2020 and 2019 as a result of the correction to the policy for accounting for common control business combinations, as noted above. See Note 4 — Business Combinations. See Note 35 — Restatement of Previously Issued Audited Consolidated Financial Statements for additional information regarding the restatement adjustments made to the consolidated financial statements as a result of the above noted accounting policy correction for common control business combinations. Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in investment income. Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2019, the Company had $825,307 of construction in progress that had been placed into service in February 2020. As of December 31, 2020, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ● it is technically feasible to complete the asset so that it will be available for use or sale. ● there is an intention to complete and use or sell it. ● there is an ability to use or sell it. ● it will generate probable future economic benefits. ● there are available technical, financial and other resources to complete the development and to use or sell the asset. ● the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. In addition, Entrepreneurs Institute developed content, customer relationships, and trade names and trademarks were recognized as part of the acquisition accounting in August 2019, and Entrepreneur Resorts’ developed content, trade names and trademarks, and databases were recognized as part of the acquisition accounting in July 2020. Developed content is being amortized over ten years, and customer relationships and databases are being amortized over seven years. Trade names and trademarks have been determined to have an indefinite useful life. See Note 4 — Business Combinations. Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ● first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ● then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ● Mandatorily at fair value through profit or loss; or ● Designated as at fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ● Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ● Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as at amortized cost or at fair value through other comprehensive income); or ● Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ● Amortized cost; ● Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ● Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ● the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as at fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as at fair value through other comprehensive income. The designation as at fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as at fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. Loans payable and convertible debt Loans payable are recognized when the Company becomes a party to the contractual provisions of the loan and are classified as financial liabilities subsequently measured at amortized cost. The loans are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. Interest expense, calculated on the effective interest method, is included in profit or loss. Borrowings expose the Company to liquidity risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ● a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ● a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different per |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ||
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards Standard/Interpretation Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 effective for periods beginning January 1, 2021 did not materially impact the Company’s consolidated financial statements. Recent Accounting Standards Not Yet Adopted Effective for periods Standard/Interpretation beginning on or after 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 2018-2021 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 The Company expects that the adoption of the standards above will have no material impact on the consolidated financial statements in the year of initial application. | NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards Effective for periods Standard/Interpretation 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 The adoption of the standards above did not materially impact the Company’s consolidated financial statements. Recent Accounting Standards Not Yet Adopted Effective for periods Standard/Interpretation 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 The Company expects that the adoption of the standards above will have no material impact on the consolidated financial statements in the year of initial application. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BUSINESS COMBINATIONS | ||
BUSINESS COMBINATIONS | NOTE 4 — BUSINESS COMBINATIONS Genius Group Ltd.’s Acquisition of Entrepreneur Resorts On July 17, 2020, Genius Group Ltd acquired 97.8% of the voting equity interest of Entrepreneur Resorts, an entity under common control with Genius Group Ltd, and its wholly-owned subsidiaries, for $30,997,810 of purchase consideration, made up of $30,997,810 of Genius Group Ltd ordinary shares. Entrepreneur Resorts operates entrepreneur resorts and cafes. Below is a summary of the allocation of the purchase consideration to the fair value of the assets and liabilities associated with Entrepreneur Resorts at acquisition. 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 The difference between the purchase consideration and the total of net assets acquired amounts to $25,190,856 and is recorded under Reserves. The operating results of Entrepreneur Resorts were consolidated with Genius Group for the years ended December 31, 2020 on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneur Resorts for both years have been included in the consolidated statements of operations and comprehensive loss in full. | NOTE 4 — BUSINESS COMBINATIONS The Company continues to make acquisitions to accelerate the revenue and profitability growth of the Group, to add valuable assets to the Group portfolio, and to fulfill management’s vision for the business — in terms of both positive impact on customers and shareholder value. The Company believes that the acquisitions will further enhance the efficiency of the Group and will add value through synergies and leverage. Genius Group’s Acquisition of Entrepreneurs Institute (as restated) On August 30, 2019, Genius Group Ltd acquired 100% of the voting equity interest of Entrepreneurs Institute, an entity under common control with Genius Group Ltd, for $8,000,000 of purchase consideration, including $6,400,000 of Genius Group Ltd ordinary shares, $800,000 of cash and a $800,000 non-interest bearing note payable to the sellers with $400,000 payable on each of the first and second Below is a summary of the book value of the assets and liabilities associated with Entrepreneurs Institute at acquisition. 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) The corrections as disclosed in Note 2 resulted in the following restatement adjustments. ● Assets and liability previously identified and recorded which have been removed:- ● Trade names and trademarks — $2,530,000 ● Developed content — $2,460,000 ● Customer relationships — $350,000 ● Goodwill — $3,655,567 ● Deferred tax liability — $597,567 ● The difference between the purchase consideration and the total of net assets acquired amounts to $8,398,000 and is recorded under Reserves. The operating results of Entrepreneurs Institute were consolidated with Genius Group for the year ended December 31, 2019, on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneurs Institute for the year have been included in the consolidated statements of operations and comprehensive loss in full. Entrepreneur Resorts’ Acquisition of Matla Game Lodge On August 22, 2019, Entrepreneur Resorts acquired 100% of the voting equity interest of Matla Game Lodge Proprietary Limited (“Matla”) for $1 of cash purchase consideration. Matla became one of the Genius Group Ltd campuses. The Company recognized a $1,060,795 bargain purchase gain on the acquisition date to the fact that the fair value of Matla’s net assets exceeded the purchase price. The seller agreed to sell the property for purchase consideration that was less than the property’s fair value because recurring losses resulting from operating restrictions imposed by the land lease had negatively impacted the seller’s cash flows. Entrepreneur Resorts management has determined that the impact of these operating restrictions on the Entrepreneur Resorts business are mitigated by synergies provided by Entrepreneur Resorts’ business association with Genius Group Ltd and the operation of Entrepreneur Resorts’ existing Tau Game lodge. Below is a summary of the fair value of the assets and liabilities associated with Matla at acquisition. 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 Had Matla been consolidated from January 1, 2019, the consolidated statements of operations and comprehensive loss would have included revenue of $0.11 million and loss of $0.17 million (unaudited). Genius Group Ltd.’s Acquisition of Entrepreneur Resorts (as restated) On July 17, 2020, Genius Group Ltd acquired 97.8% of the voting equity interest of Entrepreneur Resorts, an entity under common control with Genius Group Ltd, and its wholly-owned subsidiaries, for $30,997,810 of purchase consideration, made up of $30,997,810 of Genius Group Ltd ordinary shares. The excess of the purchase consideration over the carrying value of Entrepreneur Resort’s assets and liabilities was charged off to capital reserves. Entrepreneur Resorts operates entrepreneur resorts and cafes. Below is a summary of the book value of the assets and liabilities associated with Entrepreneur Resorts at acquisition. 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 The corrections as disclosed in Note 2 resulted in the following restatement adjustments. ● Assets previously identified and recorded which have been removed:- ● Trademarks, Trade Names and Domain Names — $9,919,269 ● Developed Content — $3,769,322 ● Databases — $1,290,000 ● Asset and liability for which the amounts are restated:- ● Goodwill — from $14,991,931 to $1,209,953 ● Deferred tax liability — from $3,602,988 to $607,270 ● The difference between the purchase consideration and the total of net assets acquired amounts to $25,190,856 and is recorded under Reserves. The amounts recorded under Reserves in the Consolidated Statements of Changes in Stockholders’ Equity are reconciled as follows: ● During 2017, Entrepreneur Resorts Ltd acquired all of the issued shares of Entrepreneur Resorts Pte Ltd. This was a common control business combination. The difference between the purchase consideration and the net assets acquired was $5,123,337 , which is recorded against reserves prior to 2019 and is shown in the consolidated statement of changes in stockholders’ equity as the opening balance of Reserves As restated as at January 1, 2019. ● During 2020, Genius Group Ltd acquired 97.8% of the issued shares of Entrepreneur Resorts Ltd. This was a common control business combination. The difference between the purchase consideration and the net assets acquired was $25,190,856 . The amount of $5,123,337 referenced in the dot point above forms part of this difference, leaving a remaining amount of $20,067,519 . A foreign currency translation adjustment of $311,994 was recorded in relation to the transaction, resulting in the amount of $20,379,513 recorded under Reserves As restated in 2020. ● The difference between the consideration for the acquisition of $30,997,810 and the amount of $17,798,374 for ordinary shares issued for this acquisition is reconciled as follows: ● The Company’s policy for accounting for common control business combinations, as restated in Note 2, is to apply the book value method. In accordance with this policy, the financial statements for the pre-acquisition period are presented to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to record any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholder’s Equity. ● As such, the issued value of Entrepreneur Resorts contributed capital immediately prior to the acquisition of $ 13,199,436 was included in the consolidated financial statements of the Pre- IPO Group as part of contributed capital immediately prior to the acquisition. ● For the consideration for the acquisition of Entrepreneur Resorts, Genius Group Ltd issued shares to Entrepreneur Resorts shareholders with a total value of $30,997,810 . The transaction was a swap of Genius Group Ltd shares for Entrepreneur Resorts shares. As $13,199,436 of contributed capital of Entrepreneur Resorts was already included in consolidated contributed capital of the Pre-IPO Group, we have recognized only the difference in value of $17,798,374 as the net increase in contributed capital on a consolidated basis. ● On consolidation as at December 31, 2020, the contributed capital of Entrepreneur Resorts in the amount of $13,199,436 was eliminated along with Genius Group Ltd’s shareholding in Entrepreneur Resorts of $30,997,810 . As such, the issued value of Genius Group Ltd shares from the transaction of $30,997,810 forms part of total Contributed Capital as at December 31, 2020. The difference on elimination of $17,798,374 forms part of reserves as a result of the application of the book method for the business combination. The combination of these eliminations results in the full elimination of $30,997,810 . The operating results of Entrepreneur Resorts were consolidated with Genius Group for the years ended December 31, 2019 and 2020 on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneur Resorts for both years have been included in the consolidated statements of operations and comprehensive loss in full. |
DUE FROM RELATED PARTY
DUE FROM RELATED PARTY | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DUE FROM RELATED PARTY | ||
DUE FROM RELATED PARTY | NOTE 5 — DUE FROM RELATED PARTY Due from related parties at December 31, 2021 and 2020 represents non-operational amounts receivable from entities that are controlled by a director of the Company. The receivables are unsecured, bear no interest and are due on demand. | NOTE 5 — DUE FROM RELATED PARTY Due from related parties at December 31, 2020 and 2019 represents amounts receivable from entities that are controlled by a director of the Company. The receivables are unsecured, bear no interest and are due on demand. |
INVENTORIES
INVENTORIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
INVENTORIES | NOTE 6 — INVENTORIES As of December 31, 2021 and 2020 inventories consist of: December 31, 2021 2020 Food and beverage $ 38,500 $ 42,694 Merchandise 51,777 59,943 Consumables 2,253 9,906 Total inventories $ 92,530 $ 112,543 | NOTE 6 — INVENTORIES As of December 31, 2020 and 2019 inventories consist of: 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 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 and 2020, prepaid expenses and other current assets consist of: December 31, 2021 2020 Prepaid expenses $ 3,349,990 $ 1,305,088 Deposits 59,925 226,189 Other receivables 80,531 17,440 Total $ 3,490,446 $ 1,548,717 | NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2020 and 2019, prepaid expenses and other current assets consist of: 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 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2021 and 2020: 2021 2020 Accumulated Carrying Accumulated Carrying Cost Depreciation Value Cost Depreciation Value Land $ 1,486,718 $ — $ 1,486,718 $ 1,486,718 $ — $ 1,486,718 Buildings 4,401,241 (989,085) 3,412,156 4,625,408 (674,781) 3,950,627 Leasehold property 4,261,623 (2,770,810) 1,490,813 4,251,845 (2,596,718) 1,655,127 Plant and machinery 136,692 (87,050) 49,642 164,137 (79,453) 84,684 Furniture and fixtures 537,964 (330,476) 207,488 466,277 (276,904) 189,373 Motor vehicles 320,103 (281,587) 38,516 341,906 (248,580) 93,326 Office equipment 26,287 (19,528) 6,759 23,599 (13,164) 10,435 IT equipment 113,790 (88,274) 25,516 113,790 (80,800) 32,990 Computer Software 4,456 (4,456) — 4,456 (4,456) — Spa equipment, curtains, crockery, glassware and linen 255,434 (196,926) 58,508 255,434 (161,724) 93,710 $ 11,554,308 $ (4,768,192) $ 6,776,116 $ 11,733,570 $ (4,136,580) $ 7,596,990 Reconciliation of property and equipment — 2021 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 3,950,627 — (215,291) (323,180) 3,412,156 Leasehold Property 1,655,129 — 9,777 — (174,093) 1,490,813 Plant & Machinery 84,685 9,981 — (37,427) (7,597) 49,642 Furniture and Fixtures 189,372 65,128 — 6,558 (53,570) 207,488 Motor Vehicles 93,325 — — (21,803) (33,006) 38,516 Office Equipment 10,435 2,688 — — (6,364) 6,759 IT Equipment 32,989 — — — (7,473) 25,516 Spa Equipment, curtains, crockery, glassware and linen 93,710 — — (35,202) 58,508 $ 7,596,990 $ 77,797 $ — $ (258,186) $ — $ (640,485) $ 6,776,116 Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 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 | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2020 and 2019: 2020 2019 As restated Carrying Cost Accumulated Value Accumulated Carrying As restated Depreciation As restated Cost Depreciation 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 Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation 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 Reconciliation of property and equipment — 2019 Opening Closing Balance Additions Disposals Translation Revaluation Depreciation 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 |
RIGHT OF USE ASSET AND LEASE LI
RIGHT OF USE ASSET AND LEASE LIABILITY | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RIGHT OF USE ASSET AND LEASE LIABILITY | ||
RIGHT OF USE ASSET AND LEASE LIABILITY | NOTE 9 — RIGHT OF USE ASSET AND LEASE LIABILITY Net carrying amounts of right-of-use assets The carrying amounts of right-of-use assets are as follows: As of December 31, 2021 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 (117,959) (39,007) Accumulated depreciation on right of use assets (1,233,934) (726,246) Right of use asset, net. $ 1,077,241 $ 1,663,881 During the year ended December 31, 2021, the Company recorded depreciation of right-of-use assets of $507,688 (2020 — $491,185) which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. Lease liabilities The maturity analysis of lease liabilities is as follows: As of December 31, 2021 2020 Within one year $ 436,270 $ 545,132 Two to five years 298,594 660,034 Thereafter 9,007,645 9,924,141 9,742,509 11,129,307 Less: finance charges component (8,411,649) (9,276,243) $ 1,330,860 $ 1,853,064 Lease liabilities, current $ 436,271 $ 545,132 Lease liabilities, non-current 894,589 1,307,932 $ 1,330,860 $ 1,853,064 The weighted average discount rate utilized to calculate the present value of the lease liabilities was 11.25%. | NOTE 9 — RIGHT OF USE ASSET AND LEASE LIABILITY Net carrying amounts of right-of-use assets The carrying amounts of right-of-use assets are as follows: 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 During the year ended December 31, 2020, the Company recorded depreciation of right-of-use assets of $491,185 (2019 — $235,061) which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. Lease liabilities The maturity analysis of lease liabilities is as follows: 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 The weighted average discount rate utilized to calculate the present value of the lease liabilities was 11.25%. |
INVESTMENTS AT FAIR VALUE
INVESTMENTS AT FAIR VALUE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVESTMENTS AT FAIR VALUE | ||
INVESTMENTS AT FAIR VALUE | NOTE 10 — INVESTMENTS AT FAIR VALUE As of December 31, 2021 and 2020, investments at fair value consist of: As of December 31, 2021 2020 Investments in YouGo World $ 28,698 $ 28,698 Other investments 371 378 Total $ 29,069 $ 29,076 On September 11, 2017, the Company entered into an agreement to purchase a 2.5% interest in yougo.world ltd., a start-up company focusing on mixed reality platforms, content and services. The investment was funded in 2018. | NOTE 10 — INVESTMENTS AT FAIR VALUE As of December 31, 2020 and 2019, investments at fair value consist of: As of December 31, 2020 2019 Investments in YouGo World $ 28,698 $ 28,155 Other investments 378 371 Total $ 29,076 $ 28,526 On September 11, 2017, the Company entered into an agreement to purchase a 2.5% interest in yougo.world ltd., a start-up company focusing on mixed reality platforms, content and services. The investment was funded in 2018. |
GOODWILL
GOODWILL | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL | ||
GOODWILL | NOTE 11 — GOODWILL Changes in goodwill are as follows during the years ended December 31, 2021 and 2020: Balance as of January 1, 2020 $ 1,209,953 Additions – — Balance as of December 31, 2020 $ 1,209,953 Additions – foreign currency translation 110,147 Balance as of December 31, 2021 $ 1,320,100 See Note 4 — Business Combinations for additional details related to the Entrepreneur Resorts goodwill. Goodwill is allocated to the Company’s cash-generating units. The recoverable amounts of these cash- generating units have been determined based on value in use calculations. Other assumptions included in value in use calculations are closely linked to entity-specific key performance indicators. Management believes that any reasonably possible change in the key assumptions on which recoverable amounts are based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating units. | NOTE 11 — GOODWILL (as restated) Changes in goodwill are as follows during the years ended December 31, 2020, and 2019: 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 See Note 4 — Business Combinations for additional details related to the Entrepreneurs Institute and Entrepreneur Resorts goodwill. Goodwill is allocated to the Company’s cash-generating units. The recoverable amounts of these cash- generating units have been determined based on value in use calculations. Other assumptions included in value in use calculations are closely linked to entity-specific key performance indicators. Management believes that any reasonably possible change in the key assumptions on which recoverable amounts are based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating units. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSETS | ||
INTANGIBLE ASSETS | NOTE 12 — INTANGIBLE ASSETS The Company’s intangible assets consist of costs incurred in connection with the development of the Company’s digital education software platform. A reconciliation of intangible assets for the years ended December 31, 2021 and 2020 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2020 Additions Intangibles Expense Translation 2021 GeniusU software platform $ 2,007,182 $ 804,314 $ — $ — — $ 2,811,496 Trademarks 13,234 — 13,234 Accumulated amortization (1,015,502) — — (424,080) 9,821 (1,429,761) Net carrying value $ 1,004,914 $ 804,314 $ — $ (424,080) $ 9,821 $ 1,394,969 Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 2020 GeniusU software platform $ 1,563,193 $ 424,530 $ — $ 19,459 $ 2,007,182 Trademarks — $ 13,234 13,234 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 During the years ended December 31, 2021 and 2020, the Company recorded amortization of intangible assets in the amount of $424,080 and $359,822 respectively, which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. | NOTE 12 — INTANGIBLE ASSETS (as restated) The Company’s intangible assets consist of costs incurred in connection with the development of the Company’s digital education software platform. A reconciliation of intangible assets for the years ended December 31, 2020 and 2019 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 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 Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2018 Additions Intangibles Expense Translation 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 During the years ended December 31, 2020 and 2019, the Company recorded amortization of intangible assets in the amount of $359,822 and $268,499 respectively, which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. See Note 4 — Business Combinations for additional details related to the Entrepreneurs Institute and Entrepreneur Resorts acquisitions. |
DEFERRED TAX ASSETS AND LIABILI
DEFERRED TAX ASSETS AND LIABILITIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED TAX ASSETS AND LIABILITIES | ||
DEFERRED TAX ASSETS AND LIABILITIES | NOTE 13 — DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets and (liabilities) as of December 31, 2021 and 2020 and the related activity for the years ended December 31, 2021 and 2020 are as follows: Recognized Recognized Balance In In Balance December 31, Other Provision For December 31, 2020 Comprehensive Income Income Taxes 2021 Non-current assets: Intangible assets — — — $ — Property, plant, and equipment (979,612) — 96,537 $ (883,075) Other (8,431) 8,431 $ — (988,043) — 104,968 (883,075) Current assets: Receivables — — — $ — Prepaid expenses (11,849) — (5,346) $ (17,195) Other (Section 24C allowance) 26,452 23,451 116 $ 50,019 14,603 23,451 (5,230) 32,824 Current liabilities: Depreciation — — — $ — Income in Advance 98,015 — 29,114 $ 127,129 Tax Losses — — — $ — Net deferred tax assets and (liabilities) $ (875,425) $ 23,451 $ 128,852 $ (723,122) Balance December 31, Recognized In Recognized In Balance 2019, as Business Provision For December 31, restated Combinations Income Taxes 2020 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) — 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) — 280,070 — (182,056) 98,015 Net deferred tax assets and (liabilities) $ (736,645) $ (69,537) $ (69,245) $ (875,425) Unused tax losses for which no deferred tax assets have been recognized as of December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Unused tax losses for which no deferred tax assets has been recognized $ (9,982,291) $ (6,155,623) Potential tax benefit of such unused tax losses at applicable statutory tax rates $ (2,050,255) $ (1,305,245) Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2021 and 2020. No tax audits were commenced or were in process during the years ended December 31, 2021 and 2020 and no tax related interest or penalties were incurred during those years. | NOTE 13 — DEFERRED TAX ASSETS AND LIABILITIES (as restated) Deferred tax assets and (liabilities) as of December 31, 2020 and 2019 and the related activity for the years ended December 31, 2020 and 2019 are as follows: Recognized Recognized Balance In In Balance December 31, Business Provision For December 31, 2019, as restated Combinations Income Taxes 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 Recognized In Recognized In Balance December 31, Business Provision For December 31, 2018 Combinations Income Taxes 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) Unused tax losses for which no deferred tax assets have been recognized as of December 31, 2020 and 2019 are as follows: 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) Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2020 and 2019. No tax audits were commenced or were in process during the years ended December 31, 2020 and 2019 and no tax related interest or penalties were incurred during those years. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER NON-CURRENT ASSETS | ||
OTHER NON-CURRENT ASSETS | NOTE 14 — OTHER NON-CURRENT ASSETS As of December 31, 2021, other non-current assets amounting to $501,750 (2020- $516,296) consists of a deposit on a proposed acquisition of University of Antelope Valley. | NOTE 14 — OTHER NON-CURRENT ASSETS As of December 31, 2020, other non-current assets amounting to $516,296 consists of a deposit on a proposed acquisition of University of Antelope Valley. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 15 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2021, and 2020, accrued expenses and other current liabilities consist of: As of December 31, 2021 2020 Accrued expenses $ 390,138 $ 233,842 North West Parks Board 1,177,050 1,049,515 Other taxation payable 33,314 104,368 VAT 48,493 28,271 Derivative liability 250,000 250,000 Sundry payables 165,307 144,226 Total $ 2,064,302 $ 1,810,222 The North West Parks Board accrual represents the amounts owed related to the Company’s Tau Game Lodge land lease. | NOTE 15 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2020 and 2019, accrued expenses and other current liabilities consist of: 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 The North West Parks Board accrual represents the amounts owed related to the Company’s Tau Game Lodge land lease. The Derivative liability is explained at Note 17 — Loans Payable. |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED REVENUE | ||
DEFERRED REVENUE | NOTE 16 — DEFERRED REVENUE As of December 31, 2021, and 2020, deferred revenue consists of: As of December 31, 2021 2021 Advance bookings for lodges $ 293,716 $ 379,305 Educational revenue paid in advance 1,630,723 1,026,700 Other prepaid income 638,473 140,707 Total $ 2,561,912 $ 1,546,712 An analysis of contractual obligations is as follows: As of December 31, 2021 2021 Deferred revenue, beginning $ 1,546,712 $ 3,231,431 Addition 1,773,994 1,220,972 Usage (758,794) (2,905,691) Deferred revenue, ending $ 2,561,912 $ 1,546,712 | NOTE 16 — DEFERRED REVENUE As of December 31, 2020 and 2019, deferred revenue consists of: 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 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE | ||
LOANS PAYABLE | NOTE 17 — LOANS PAYABLE As of December 31, 2021 and 2020, loans payable consisted of: As of December 31, 2021 2020 Loans payable – current portion $ 65,415 $ 65,611 Loans payable – non-current portion 85,858 157,629 Total $ 151,273 $ 223,240 In September of 2019, the Company obtained lines of credit in the aggregate amount of S$400,000 (approximately $296,912 at the 2019 exchange rate) for working capital and business expansions requirements, which the Company drew down on in full. Loans in the amount of S$100,000 (approximately $74,228 at the 2019 exchange rate) shall be repaid over 36 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 8% per annum plus a margin of 0.88%, subject to adjustment. The Company has the option to prepay the loan before its maturity date, subject to a fee of 6.88% if paid within twelve months from the drawdown date. Loans in the amount of S$300,000 (approximately $222,684 at the 2019 exchange rate) shall be repaid over 60 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 6.25% per annum, subject to adjustment. The loans are secured by personal guarantees of the Director. During the year ended December 31, 2021, the Company repaid an aggregate of S$91,063, approximately $67,220 at the 2021 exchange rate (2020 — S$84,614, approximately $61,379 at the 2020 exchange rate) of principal plus the respective accrued interest. | NOTE 17 — LOANS PAYABLE As of December 31, 2020 and 2019, loans payable consisted of: 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 In 2017, the Company purchased shares of an entity for consideration of $4,000,000, settled by payment of $2,500,000 in cash and through the issuance of an unsecured loan in the amount of $1,500,000 which bears interest at rates per annum as agreed upon by the parties from time to time. During the year ended December 31, 2019, the Company repaid $ 500,000 $250,000 In September of 2019, the Company obtained lines of credit in the aggregate amount of S$400,000 (approximately $296,912 at the 2019 exchange rate) for working capital and business expansions requirements, which the Company drew down on in full. Loans in the amount of S$100,000 (approximately $74,228 at the 2019 exchange rate) shall be repaid over 36 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 8% per annum plus a margin of 0.88%, subject to adjustment. The Company has the option to prepay the loan before its maturity date, subject to a fee of 6.88% if paid within twelve months from the drawdown date. Loans in the amount of S$300,000 (approximately $222,684 at the 2019 exchange rate) shall be repaid over 60 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 6.25% per annum, subject to adjustment. The loans are secured by personal guarantees of the Director. During the year ended December 31, 2020, the Company repaid an aggregate of S$84,614, approximately $61,379 at the 2020 exchange rate (2019 — S$20,241, approximately $15,024 at the 2019 exchange rate) of principal plus the respective accrued interest. In 2020, loans amounting to $400,000 were settled by the creditor in favor of the Company. |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE - RELATED PARTIES | ||
LOANS PAYABLE - RELATED PARTIES | NOTE 18 — LOANS PAYABLE — RELATED PARTIES Loans from related parties as of December 31, 2021 and 2020 consist of the following: As of December 31, 2021 2020 Loan payable to related parties for the acquisition of Wealth Dynamics Current portion $ 425,551 $ 400,000 Non-current portion — — Subtotal 425,551 400,000 Other loans payable to related parties, current — 189,502 Total loans payable to related parties $ 425,551 $ 589,502 The loan payable to related parties for the acquisition of Entrepreneurs Institute is non-interest bearing, with $400,000 payable on each of the first and second anniversaries of the acquisition date. Other loans payable to related parties represent unsecured loans from shareholders, which bear no interest and are payable on demand. The Company pays fees to Entrepreneurs Institute Australia Pty Ltd (“EIA”), an Australian company controlled and ultimately owned by Roger Hamilton and Sandra Morrell, directors of the Group. The total in 2021 was $319,464 (2020:$509,415). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. EIA on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. The Company pays fees to GeniusU Web Services India Pvt Ltd (“GU India”), an Indian company controlled and ultimately owned by Suraj Naik, an employee of the Group, and a family member of Suraj Naik. The total in 2021 was $162,930 (2020:$215,871). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. GU India on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. | NOTE 18 — LOANS PAYABLE — RELATED PARTIES Loans from related parties as of December 31, 2020 and 2019 consist of the following: 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 The loan payable to related parties for the acquisition of Entrepreneurs Institute is non-interest bearing, with $400,000 payable on each of the first and second anniversaries of the acquisition date. Other loans payable to related parties represent unsecured loans from shareholders, which bear no interest and are payable on demand. The Company pays fees to Entrepreneurs Institute Australia Pty Ltd (“EIA”), an Australian company controlled and ultimately owned by Roger Hamilton and Sandra Morrell, directors of the Group. The total in 2020 was $319,464 (2019:$509,415). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. EIA on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. The Company pays fees to GeniusU Web Services India Pvt Ltd (“GU India”), an Indian company controlled and ultimately owned by Suraj Naik, an employee of the Group, and a family member of Suraj Naik. The total in 2020 was $162,930 (2019:$215,871). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. GU India on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. |
CONVERTIBLE DEBT OBLIGATIONS
CONVERTIBLE DEBT OBLIGATIONS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONVERTIBLE DEBT OBLIGATIONS | ||
CONVERTIBLE DEBT OBLIGATIONS | NOTE 19 — CONVERTIBLE DEBT OBLIGATIONS As of December 31, 2021, and 2020, the Company’s convertible obligations consisted of the following: As of December 31, 2021 2020 Convertible debt obligations, beg, gross $ 1,531,639 $ 1,918,340 Converted to equity (257,629) (386,701) Deferred debt discount — — Convertible debt obligations, end, net $ 1,274,010 $ 1,531,639 Convertible debt obligations, current portion $ 507,765 $ 1,531,639 Convertible debt obligations, non-current portion $ 766,245 $ 1,531,639 During the year ended December 31, 2020, Genius Group Ltd issued 36-month convertible loans in the principal amount of $1,819,145 which bear interest at rates between 10% to 12% per annum, payable quarterly, annually or at maturity depending upon the convertible note (the “2019 Convertible Notes”). The convertible notes are convertible at the end of the term at the market price of the Company’s ordinary shares. Additionally, in connection with the convertible note issuances, the Company incurred $36,383 of debt issuance costs which are being accounted for as interest expenses. During the year ended 2019, Entrepreneur Resorts issued 36-month convertible loans in the principal amount of $2,256,178 which bear interest at rates between 10% to 12% per annum, payable monthly, quarterly, annually or at maturity depending upon the convertible note (the “2019 Convertible Notes). The 2019 Convertible Notes are convertible upon Entrepreneur Resorts listing on the Australian Stock Exchange at a price equal to 70% of the initial listing price on the Australian Stock Exchange. The Company bifurcated the conversion option as a derivative liability with a fair value of $783,735 with a debit to deferred debt discount to be amortized over the term of the 2019 Convertible Notes. Additionally, in connection with the 2019 Convertible Note issuances, the Company incurred $134,152 of debt issuance costs which are being accounted for as debt discount and being amortized over the term of the 2019 Convertible notes. During the year ended December 31, 2020, the Company recognized amortization of debt discount of $322,947 During the year ended December 31, 2021, the Company and holders of 2020 Convertible Notes in the aggregate principal amount of $161,500 and $6,170 of accrued interest were converted into 13,306 GeniusU Limited ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a GeniusU Limited ordinary share at the time of conversion, or between $10 and $15 per GeniusU Limited ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2021 Convertible Notes to equity. During the year ended December 31, 2021, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $47,884 and $229 of accrued interest were converted into 13,487 Entrepreneurs Resorts Ltd ordinary shares and 1,003 GeniusU Limited ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of Entrepreneur Resorts Ltd and GeniusU Limited ordinary share at the time of conversion. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in an aggregate principal amount of $992,813 were converted into 496,408 shares of Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts at an exercise price equal to the fair value of an Entrepreneur Resorts ordinary share at the time of conversion, or $2.00 per Entrepreneur Resorts ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $739,160 and $111 of accrued interest were converted into 19,605 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2020 Convertible Notes in the aggregate principal amount of $891,400 and $23,016 of accrued interest were converted into 25,652 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2020 Convertible Notes to equity. | NOTE 19 — CONVERTIBLE DEBT OBLIGATIONS As of December 31, 2020 and 2019, the Company’s convertible obligations consisted of the following: 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 During the year ended December 31, 2020, Genius Group Ltd issued 36-month convertible loans in the principal amount of $1,819,145 which bear interest at rates between 10% to 12% per annum, payable quarterly, annually or at maturity depending upon the convertible note (the “2020 Convertible Notes”). The convertible notes are convertible at the end of the term at the market price. Additionally, in connection with the convertible note issuances, the Company incurred $36,383 of debt issuance costs which are being accounted for as interest expenses. During the year ended 2019, Entrepreneur Resorts issued 36-month convertible loans in the principal amount of $2,256,178 which bear interest at rates between 10% to 12% per annum, payable monthly, quarterly, annually or at maturity depending upon the convertible note (the “2019 Convertible Notes). The 2019 Convertible Notes are convertible upon Entrepreneur Resorts listing on the Australian Stock Exchange at a price equal to 70% of the initial listing price on the Australian Stock Exchange. The Company bifurcated the conversion option as a derivative liability with a fair value of $783,735 with a debit to deferred debt discount to be amortized over the term of the 2019 Convertible Notes. Additionally, in connection with the 2019 Convertible Note issuances, the Company incurred $134,152 of debt issuance costs which are being accounted for as debt discount and being amortized over the term of the 2019 Convertible Notes. During the years ended December 31, 2019 and 2020, the Company recognized amortization of debt discount of $580,049 and $322,960 respectively as interest expense. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $992,813 were converted into 496,408 shares of Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts at an exercise price equal to the fair value of an Entrepreneur Resorts ordinary share at the time of conversion, or $2.00 per Entrepreneur Resorts ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $739,160 and $111 of accrued interest were converted into 19,605 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2020 Convertible Notes in the aggregate principal amount of $891,400 and $23,016 of accrued interest were converted into 25,652 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2020 Convertible Notes to equity. |
EQUITY
EQUITY | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY | ||
EQUITY | NOTE 20 — EQUITY Contributed Capital The company has 16,155,810 shares issued and outstanding . Equity Issued During the years ended December 31, 2021 and 2020, the Company issued ordinary shares for gross cash proceeds of $3,127,442 and $2,222,000, respectively. During the year ended December 31, 2021, the Company issued GeniusU Limited ordinary shares with a value of $3,308,617 (2020 - $0) in exchange of cash and conversion from loan to equity. Company also issued Entrepreneur Resorts Limited ordinary shares with a value of $953,087 (2020 - $0) in exchange of cash and conversion from loan to equity. During the year ended December 31, 2020, the Company issued Genius Group Ltd ordinary shares with a value of $30,997,810 in exchange for Entrepreneur Resorts shares with a contributed capital value of $13,199,435 to Entrepreneur Resorts shareholders in connection with the 2020 acquisition of Entrepreneur Resorts. The Genius Group Ltd shares were valued using the market approach based on the price per share paid by third parties for Genius Group Ltd shares as of the acquisition date and share delivery date. See below for discussions regarding additional equity issuances. Shares Issued Related to Debt Conversions During the year December 31, 2021, convertible debt obligations consisting of $177,689 (2020-$1,671,188) of principal and accrued interest were converted into GeniusU Limited shares pursuant to conversion offers extended by Genius Group Ltd and Entrepreneur Resorts Limited. See Note 19 — Convertible Debt Obligations for additional information. During the year December 31, 2021, convertible debt obligations consisting of $37,085 (2020-$992,816) of principal and accrued interest were converted into Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts. See Note 19 — Convertible Debt Obligations for additional information. Shares Issued in Satisfaction of a Liability During the year December 31, 2020, the Company issued $350,000 of Genius Group Ltd ordinary shares as partial settlement of a loan with the seller of Tau Game Lodge. See Note 17 — Loans Payable for additional information. Derivative liability In an agreement dated December 13, 2020, the Company granted a put option over shares issued in satisfaction of a liability. If the option is exercised the Company will be required to buy back the shares for $250,000. See Note 15 - Accrued expenses for additional information. Stock-Based Compensation On December 31, 2020, options for the purchase of 233,501 Entrepreneur Resorts ordinary shares were exercised in exchange for a subscription receivable in the amount of $140,680. During the year ended December 31, 2021, the Company granted options for the purchase of 14,306 (2020 — 12,238) Genius Group Ltd ordinary shares equivalent to 85,836 (2020 — 73,428) shares after giving retroactive effect to the 6 for 1 stock split in April 2021), with a grant date value of $181,559 (2020 — $101,731). The options vest two years from the date of grant and are exercisable upon vesting at $34.87 (2020 — $34.87) per share. The Company funds the exercise price as a non-interest-bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2021, options for the purchase of 12,238 Genius Group Ltd ordinary shares (equivalent to 73,428 shares after giving retroactive effect to the 6 for 1 stock split in April 2021) were exercised in exchange for a subscription receivable in the amount of $433,783. The Company values stock options using the Black-Scholes option pricing model and used the following assumptions during the reporting periods: For the Years Ended December 31, 2021 2020 Risk-free interest rate 0.73 % 0.13 % Contractual term (years) 1-3 2.00 Expected volatility 66.00 % 42.00 % Expected dividends 0.00 % 0.00 % A summary of the option activity during the year ended December 31, 2021 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life Value Outstanding Jan. 1, 2021 73,428 5.81 1.00 97,782 Granted 85,836 5.81 2 Exercised — — — — Expired — — — — Outstanding Dec 31, 2021 159,264 5.81 1.00 The following table presents information related to options outstanding at December 31, 2021 and 2020: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2021 $ 5.81 85,836 Genius Group 1 n/a The Company recorded stock-based compensation in the amount of $394,717 and $398,605 during the years ended December 31, 2021 and 2020, respectively, in connection with the amortization of the grant date value of the stock options and the value of deferred salary share grants in response to the impact of Covid-19. As of December 31, 2021, there was $159,265 (2020-$75,434) of unamortized stock-based compensation. | NOTE 21 — EQUITY Contributed Capital Equity Issued During the years ended December 31, 2020 and 2019, the Company issued ordinary shares for gross cash proceeds of $2,222,000 and $2,599,978, respectively. During the year ended December 31, 2020, the Company issued Genius Group Ltd ordinary shares with a value of $30,997,810 in exchange for Entrepreneur Resorts shares with a contributed capital value of $13,199,435 to Entrepreneur Resorts shareholders in connection with the 2020 acquisition of Entrepreneur Resorts. The Genius Group Ltd shares were valued using the market approach based on the price per share paid by third parties for Genius Group Ltd shares as of the acquisition date and share delivery date. During the year ended December 31, 2019, the Company issued Genius Group Ltd ordinary shares valued at $6,400,000 to the seller in connection with the 2019 acquisition of Entrepreneurs Institute. The Genius Group Ltd shares were valued using the market approach based on the price per share paid by third parties for Genius Group Ltd shares as of the acquisition date and share delivery date. See below for discussions regarding additional equity issuances. Shares Issued Related to Debt Conversions During the year December 31, 2020, convertible debt obligations consisting of $1,671,188 of principal and accrued interest were converted into Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd. See Note 19 — Convertible Debt Obligations for additional information. During the year December 31, 2020, convertible debt obligations consisting of $992,816 of principal and accrued interest were converted into Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts. See Note 19 — Convertible Debt Obligations for additional information. Shares Issued in Satisfaction of a Liability During the year December 31, 2020, the Company issued $350,000 of Genius Group Ltd ordinary shares as partial settlement of a loan with the seller of Tau Game Lodge. See Note 17 — Loans Payable for additional information. Derivative liability In an agreement dated December 13, 2020 the Company granted a put option over shares issued in satisfaction of a liability. If the option is exercised the Company will be required to buy back the shares for $250,000. See Note 17 – Loans Payable for additional information. Subscriptions Receivable On December 31, 2019, an entity owned by the Company’s Chief Executive Officer purchased 25,507 Genius Group Ltd ordinary shares (equivalent to 153,042 Genius Group shares after giving retroactive effect to the 6 for 1 stock split in April 2021) in exchange for a $668,214 subscription receivable. Also, see Stock-Based Compensation below. Stock-Based Compensation In January 2018, the Company granted options for the purchase of 20,317 GeniusU Pte Ltd ordinary shares (equivalent to 121,902 Genius Group shares after giving retroactive effect to the 6 for 1 stock split in April 2021), with a grant date value of $91,941. The options vested on December 31, 2019 and were exercisable upon vesting at $15.45 per share. The Company funds the exercise price as a non-interest- bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2019, the Company issued 20,317 GeniusU Pte Ltd ordinary shares (equivalent to 121,902 Genius Group shares after giving retroactive effect to the 6 for 1 stock split in April 2021) in exchange for a subscription receivable of $ Agreed to previously issued F-1in connection with the exercise of stock options. In January 2018, the Company granted options for the purchase of 233,501 Entrepreneur Resorts ordinary shares, with a grant date value of $88,213. The options vested on December 31, 2019 and were exercisable upon vesting at $1.30 per share. The Company funds the exercise price as a non-interest-bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2019, options for the purchase of 233,501 Entrepreneur Resorts ordinary shares were exercised in exchange for a subscription receivable in the amount of $140,680. During the year ended December 31, 2020, the Company granted options for the purchase of 12,238 (2019 — 42,913) Genius Group Ltd ordinary shares equivalent to 73,428 (2019 — 257,478) shares after giving retroactive effect to the 6 for 1 stock split in April 2021), with a grant date value of $101,731 (2019 — $210,930). The options vest two years from the date of grant and are exercisable upon vesting at $34.87 (2019 — $21.34) per share. The Company funds the exercise price as a non-interest-bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2020, options for the purchase of 42,913 Genius Group Ltd ordinary shares (equivalent to 257,478 shares after giving retroactive effect to the 6 for 1 stock split in April 2021) were exercised in exchange for a subscription receivable in the amount of $915,763. The Company values stock options using the Black-Scholes option pricing model and used the following assumptions during the reporting periods: 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 % A summary of the option activity during the years ended December 31, 2020 and 2019 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life 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 The following table presents information related to options outstanding at December 31, 2020 and 2019: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2019 $ 3.56 257,478 Genius Group n/a n/a 2020 $ 5.81 73,428 Genius Group n/a n/a The Company recorded stock-based compensation in the amount of $398,605 and $171,768 during the years ended December 31, 2020 and 2019, respectively, in connection with the amortization of the grant date value of the stock options and the value of deferred salary share grants in response to the impact of Covid-19. As of December 31, 2020, there was $75,434 of unamortized stock-based compensation. Reserves Reserves represent the excess of the purchase consideration over the carrying value of the assets and liabilities acquired in common control acquisitions. See Note 4 — Business Combinations. Treasury Stock During the years ended December 31, 2020 and 2019, the Company repurchased ordinary shares for $0 and $656,513 of cash consideration, respectively. During the years ended December 31, 2020 and 2019, the Company resold ordinary shares for gross proceeds of $0 and $382,630, respectively. Other During the years ended December 31, 2020 and 2019, Entrepreneurs Institute paid $0 and $147,557 of dividends, respectively. |
REVENUES
REVENUES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
REVENUES | NOTE 21 — REVENUES The breakdown of revenues for the years ended December 31, 2021 and 2020 are shown below. The revenue is disaggregated into the categories the Company believes depict how and the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For the Years Ended December 31, 2021 2020 Campus Revenue – Sale of goods $ 3,102,210 $ 1,280,320 – Rendering of services. — 735,246 Campus sub-total 3,102,210 2,015,566 Education Revenue – Digital. 9,676,052 5,298,227 – In-Person. — 319,983 Education sub-total 9,676,052 5,618,210 Total Revenue $ 12,778,262 $ 7,633,776 The Company applies the practical expedient in paragraph 121.b of IFRS 15 and does not disclose information about its remaining performance obligations because the Company has a right to consideration from its customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. | NOTE 22 — REVENUES The breakdown of revenues for the years ended December 31, 2020 and 2019 are shown below. The revenue is disaggregated into the categories the Company believes depict how and the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. 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 The Company applies the practical expedient in paragraph 121.b of IFRS 15 and does not disclose information about its remaining performance obligations because the Company has a right to consideration from its customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. |
OTHER OPERATING INCOME
OTHER OPERATING INCOME | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER OPERATING INCOME | ||
OTHER OPERATING INCOME | NOTE 22 — OTHER OPERATING INCOME For the years ended December 31, 2021 and 2020, other operating income consists of: For the Years Ended December 31, 2021 2020 Other income $ — $ 133,519 Subsidy from Government 499,300 — $ 499,300 $ 133,519 | NOTE 23 — OTHER OPERATING INCOME For the years ended December 31, 2020 and 2019, other operating income consists of: 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 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 23 — GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the years ended December 31, 2021 and 2020 include the following: For the Years Ended December 31, 2021 2020 Consulting and professional services $ 660,117 $ 424,891 Marketing 73,277 72,942 Rent expense 250,994 144,423 Repairs and maintenance 11,144 103,152 Salaries, wages, bonuses and other benefits 4,197,397 3,031,485 Travel 13,356 13,356 Utilities 142,019 112,027 Other 1,151,991 1,314,430 Development charges 456,180 378,010 Stock-based compensation 293,837 394,717 Provision for doubtful debts (39,108) 161,788 Total general and administrative expenses $ 7,211,204 $ 6,151,221 | NOTE 24 — GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the years ended December 31, 2020 and 2019 include the following: 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 |
INTEREST EXPENSE, NET
INTEREST EXPENSE, NET | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTEREST EXPENSE, NET | ||
INTEREST EXPENSE, NET | NOTE 24 — INTEREST EXPENSE, NET For the years ended December 31, 2021 and 2020, the Company earned interest income and incurred interest expense as follows: For the Years Ended December 31, 2021 2020 Interest (expense) income Bank and other cash $ (74,081) $ 55,649 Total interest (expense) income (74,081) 55,649 Interest expense/finance costs Lease liabilities 131,291 131,291 Other interest paid – loans 103,357 455,394 Amortization of debt discount 140,837 322,947 Total interest expense/ finance costs 375,485 909,632 Total interest (expense), net $ (449,566) $ (853,983) | NOTE 25 — INTEREST EXPENSE, NET For the years ended December 31, 2020 and 2019, the Company earned interest income and incurred interest expense as follows: 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) |
INCOME TAX EXPENSE
INCOME TAX EXPENSE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX EXPENSE | ||
INCOME TAX EXPENSE | NOTE 25 — INCOME TAX EXPENSE The Company is subject to income taxes in the countries of Indonesia, Singapore, and South Africa. The provision for income taxes consists of the following provisions (benefits): Year Ended December 31, 2021 2020 Current tax: Current tax on profits for the year $ — $ — — — Deferred income tax: (Increase) decrease in deferred tax assets (29,230) 155,603 Decrease in deferred tax liabilities (99,622) (86,358) (128,852) 69,245 (Benefit from) Provision for income taxes, as previously reported $ (128,852) $ 69,245 The reconciliation of income taxes at the statutory rate of Singapore to the effective tax rates for the years ended December 31, 2021 and 2020 is as follows: Years ended December 31, 2021 2020 Income (loss) from continuing operations before provision for income taxes $ (4,618,050) $ (3,123,070) Tax at the Singapore rate of 17% $ (785,069) $ (530,922) Reconciling items: Permanent differences 31,272 39,478 Current period net operating losses not recognized as a deferred tax asset 743,997 407,519 Rate differential – non-Singapore entities (55,045) (24,305) Other deferred tax activity (64,007) 177,474 Provision for income taxes $ (128,852) $ 69,245 | NOTE 27 — INCOME TAX EXPENSE (as restated) The Company is subject to income taxes in the countries of Indonesia, Singapore, and South Africa. The provision for income taxes consists of the following provisions (benefits): 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 The reconciliation of income taxes at the statutory rate of Singapore to the effective tax rates for the years ended December 31, 2020 and 2019 is as follows: 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 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EARNINGS PER SHARE | ||
EARNINGS PER SHARE | NOTE 26 — EARNINGS PER SHARE Years ended December 31, 2021 2020 Basic loss per share from continuing operations $ (0.28) $ (0.25) 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 $ (4,489,198) $ (3,192,314) Non-controlling Interest (173,959) (75,159) Loss attributable to ordinary shareholders $ (4,663,157) $ (3,117,155) Weighted average number of ordinary shares: Issued at the beginning of the year 16,155,812 9,742,998 Issued in current year — 6,412,812 Issued at the end of the year 16,155,812 16,155,812 Weighted average 16,155,812 12,575,605 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 7,138,140 | NOTE 28 — EARNINGS PER SHARE (as restated) 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 |
FAIR VALUE INFORMATION
FAIR VALUE INFORMATION | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE INFORMATION | ||
FAIR VALUE INFORMATION | NOTE 27 — FAIR VALUE INFORMATION Fair value hierarchy The table below analyses assets and liabilities carried at fair value. The different levels are defined as follows: Level 1: Quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access at measurement date. Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of December 31, 2021, and 2020, the Company’s financial assets and liabilities by level within the fair value hierarchy are as follows: As of December 31, 2021 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Financial assets at amortized cost Cash $ 1,784,938 $ — $ — $ 1,784,938 Accounts receivable — 1,018,003 — 1,018,003 Other Receivable 66,000 Due from related parties — 44,245 — 44,245 Financial assets at fair value through profit or loss Investments at fair value — — 29,069 29,069 FINANCIAL LIABILITIES Financial liabilities at amortized cost Accounts payable — 1,078,381 — 1,078,381 Derivative liability — 250,000 — 250,000 Loans payable — 151,273 — 151,273 Loans payable, related parties — 425,551 — 425,551 Lease liabilities — 1,330,860 — 1,330,860 Convertible debt obligations, net — 1,274,010 — 1,274,010 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 | NOTE 29 — FAIR VALUE INFORMATION Fair value hierarchy The table below analyses assets and liabilities carried at fair value. The different levels are defined as follows: Level 1: Quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access at measurement date. Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. During the year ended December 31, 2019, the Company recognized a gain on the change in fair value of derivative liabilities of $783,785 related to the mark-to-market of the bifurcated conversion options of convertible notes issued during 2019. See Note 19, Convertible Debt Obligations, for additional details. No gain or loss on the change in fair value was recorded for year ended December 31, 2020. As of December 31, 2020 and 2019, the Company’s financial assets and liabilities by level within the fair value hierarchy are as follows: 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 — 97,310 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 |
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FINANCIAL RISK MANAGEMENT | ||
FINANCIAL RISK MANAGEMENT | NOTE 28 — FINANCIAL RISK MANAGEMENT The Company’s activities expose it to certain financial risks mainly related to: ➢ market risk (currency risk, interest rate risk and price risk); ➢ credit risk, and ➢ liquidity risk. The board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board has established the risk committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports quarterly to the board of directors on its activities. The Group’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Group’s board of directors oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Market risk Interest rate risk Fluctuations in interest rates impact on the value of investments and financing activities, giving rise to interest rate risk. The debt of the Company is comprised of different instruments, which bear interest at either fixed or floating interest rates. The ratio of fixed and floating rate instruments in the loan portfolio is monitored and managed, by incurring either variable rate bank loans or fixed rate bonds as necessary. Interest rate swaps are also used where appropriate, in order to convert borrowings into either variable or fixed, in order to manage the composition of the ratio. Interest rates on all borrowings compare favorably with those rates available in the market. The Company policy with regards to financial assets, is to invest cash at floating rates of interest and to maintain cash reserves in short-term investments in order to maintain liquidity, while also achieving a satisfactory return for shareholders. Foreign currency risk The Company is exposed to foreign currency risk as a result of certain transactions and borrowings which are denominated in foreign currencies. Exchange rate exposures are managed within approved policy parameters utilizing foreign forward exchange contracts where necessary. The foreign currencies in which the Company deals primarily are US Dollars, Singapore Dollars, Indonesian Rupees and South African Rands. Credit risk Credit risk arises from the potential default of a counterparty to an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables) and financial activities, including deposits with banks and other financial institutions and other financial instruments contracted. To mitigate risks associated with trade receivables, management makes use of credit approvals, limits and monitoring, and only deals with reputable counterparties with consistent payment histories. Sufficient collateral or guarantees are also obtained when necessary. Each counterparty is analyzed individually for creditworthiness before terms and conditions are offered. The analysis involves making use of information submitted by the counterparties as well as external bureau data (where available). Counterparty credit limits are in place and are reviewed and approved by credit management committees. The exposure to credit risk and the creditworthiness of counterparties is continuously monitored. Credit loss allowances for expected credit losses are recognized for all debt instruments except those measured at fair value through profit or loss. Credit loss allowances are also recognized for loan commitments and financial guarantee contracts. For trade receivables and contract assets which do not contain a significant financing component, the loss allowance is determined as the lifetime expected credit losses of the instruments. For all other trade receivables, contract assets and lease receivables, IFRS 9 permits the determination of the credit loss allowance by either determining whether there was a significant increase in credit risk since initial recognition or by always making use of lifetime expected credit losses. Management has chosen as an accounting policy, to make use of lifetime expected credit losses. Management does therefore not make the annual assessment of whether the credit risk has increased significantly since initial recognition for trade receivables, contract assets or lease receivables. Liquidity risk The Company is exposed to liquidity risk, which is the risk that the Company will encounter difficulties in meeting its obligations as they become due. The Company manages its liquidity risk by effectively managing its working capital, capital expenditure and cash flows. The financing requirements are met through a mixture of cash generated from operations, loans payable and convertible debt. Committed borrowing facilities are available for meeting liquidity requirements and deposits are held at central banking institutions. | NOTE 30 — FINANCIAL RISK MANAGEMENT The Company’s activities expose it to certain financial risks mainly related to: ● market risk (currency risk, interest rate risk and price risk); ● credit risk, and ● liquidity risk. The board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board has established the risk committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports quarterly to the board of directors on its activities. The Group’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Group’s board of directors oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Market risk Interest rate risk Fluctuations in interest rates impact on the value of investments and financing activities, giving rise to interest rate risk. The debt of the Company is comprised of different instruments, which bear interest at either fixed or floating interest rates. The ratio of fixed and floating rate instruments in the loan portfolio is monitored and managed, by incurring either variable rate bank loans or fixed rate bonds as necessary. Interest rate swaps are also used where appropriate, in order to convert borrowings into either variable or fixed, in order to manage the composition of the ratio. Interest rates on all borrowings compare favorably with those rates available in the market. The Company policy with regards to financial assets, is to invest cash at floating rates of interest and to maintain cash reserves in short-term investments in order to maintain liquidity, while also achieving a satisfactory return for shareholders. Foreign currency risk The Company is exposed to foreign currency risk as a result of certain transactions and borrowings which are denominated in foreign currencies. Exchange rate exposures are managed within approved policy parameters utilizing foreign forward exchange contracts where necessary. The foreign currencies in which the Company deals primarily are US Dollars, Singapore Dollars, Indonesian Rupees and South African Rands. Credit risk Credit risk arises from the potential default of a counterparty to an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables) and financial activities, including deposits with banks and other financial institutions and other financial instruments contracted. To mitigate risks associated with trade receivables, management makes use of credit approvals, limits and monitoring, and only deals with reputable counterparties with consistent payment histories. Sufficient collateral or guarantees are also obtained when necessary. Each counterparty is analyzed individually for creditworthiness before terms and conditions are offered. The analysis involves making use of information submitted by the counterparties as well as external bureau data (where available). Counterparty credit limits are in place and are reviewed and approved by credit management committees. The exposure to credit risk and the creditworthiness of counterparties is continuously monitored. Credit loss allowances for expected credit losses are recognized for all debt instruments except those measured at fair value through profit or loss. Credit loss allowances are also recognized for loan commitments and financial guarantee contracts. For trade receivables and contract assets which do not contain a significant financing component, the loss allowance is determined as the lifetime expected credit losses of the instruments. For all other trade receivables, contract assets and lease receivables, IFRS 9 permits the determination of the credit loss allowance by either determining whether there was a significant increase in credit risk since initial recognition or by always making use of lifetime expected credit losses. Management has chosen as an accounting policy, to make use of lifetime expected credit losses. Management does therefore not make the annual assessment of whether the credit risk has increased significantly since initial recognition for trade receivables, contract assets or lease receivables. Liquidity risk The Company is exposed to liquidity risk, which is the risk that the Company will encounter difficulties in meeting its obligations as they become due. The Company manages its liquidity risk by effectively managing its working capital, capital expenditure and cash flows. The financing requirements are met through a mixture of cash generated from operations, loans payable and convertible debt. Committed borrowing facilities are available for meeting liquidity requirements and deposits are held at central banking institutions. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTIES | ||
RELATED PARTIES | NOTE 29 — RELATED PARTIES 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 See Note 18 — Loans Payable, Related Parties for information on related party balances. | NOTE 31 — RELATED PARTIES 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 See Note 18 — Loans Payable, Related Parties for information on related party balances. |
KEY MANAGEMENT COMPENSATION
KEY MANAGEMENT COMPENSATION | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
KEY MANAGEMENT COMPENSATION | ||
KEY MANAGEMENT COMPENSATION | NOTE 30 — KEY MANAGEMENT COMPENSATION The following tables set forth information regarding compensation awarded to or earned by our Executive Officers: For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Roger James Hamilton Chief Executive Officer $ 593,195 $ 28,310 $ 621,505 $ 463,235 $ 103,223 $ 566,458 Michelle Clarke Chief Marketing Officer 110,846 4,067 114,913 83,235 18,553 101,788 Suraj Naik Chief Technology Officer 88,682 3,921 92,603 67,719 13,274 80,993 Sandra Morrell Chief Operating Officer 40,172 6,748 46,920 151,439 30,284 181,723 The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the years ended December 31, 2021 and 2020. For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Patrick Grove Director $ 8,889 — $ 8,889 $ 8,705 $ 34,870 $ 43,575 Nic Lim Director 8,889 — 8,889 6,964 36,614 43,578 Anna Gong Director 8,889 — 8,889 8,705 34,870 43,575 Jeremy Harris Director 67,548 594 68,142 39,652 8,578 48,230 Dennis DuBois Director 24,000 — 24,000 20,400 3,592 23,992 Lisa Bovio Director 24,000 — 24,000 20,400 3,592 23,992 | NOTE 32 — KEY MANAGEMENT COMPENSATION The following tables set forth information regarding compensation awarded to or earned by our Executive Officers: 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 The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the years ended December 31, 2020 and 2019. 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 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEGMENT REPORTING | ||
SEGMENT REPORTING | NOTE 31 — SEGMENT REPORTING Each of the Company’s business segments offer different, but synergistic products and services, and are managed separately. Discrete financial information is available for each segment, and segment performance is evaluated based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Intercompany” which eliminates the effect of transactions between the segments. The Company’s business consists of two reportable business segments: ➢ Education — ➢ Campus — The detailed segment information of the Company is as follows: For the Periods Ended December. 31 2021 2020 Education Campus Total Education Campus Total Revenues $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 Depreciation and Amortization (1)(2) $ 426,740 $ 1,148,173 $ 1,574,913 $ 616,195 $ 954,398 $ 1,570,593 (Loss) income from Operations $ (2,153,975) $ (2,014,508) $ (4,168,484) $ 306,710 $ (2,987,559) $ (2,680,849) Net Profit or Loss $ (2,252,794) $ (2,365,255) $ (4,618,050) $ (53,722) $ (3,069,347) $ (3,123,069) Interest Expense, net $ 98,819 $ 350,747 $ 449,566 $ 107,833 $ 746,150 $ 853,983 Capital Expenditures $ — — $ — $ 437,764 $ 233,823 $ 671,587 Total Property and Equipment, net $ 15,442 $ 6,760,674 $ 6,776,116 $ 10,881 $ 7,586,109 $ 7,596,990 Total Assets $ 5,122,967 $ 12,472,440 $ 17,595,407 $ 3,336,242 $ 13,621,471 $ 16,957,713 Total Liabilities $ 3,589,315 $ 6,020,096 $ 9,609,411 $ 5,852,323 $ 3,399,301 $ 9,251,624 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment Consists of $1,109,309 (2020- $937,773 ) which is included in cost of revenue and $38,864 (2020- $47,537 ) which is included in operating expenses in the accompanying statements of operations. A summary of revenue by geographic location appears below: 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 3,630,760 $ 1,554,828 $ 5,185,588 $ 2,068,037 $ 1,010,699 $ 3,078,736 Asia / Pacific 3,346,691 1,547,382 4,894,073 1,954,842 1,004,867 2,959,709 North America / South America 2,698,601 — 2,698,601 1,595,331 — 1,595,331 $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 602 $ 8,476,791 8,477,393 $ 802 $ 503,853 $ 504,655 Asia / Pacific — 2,120,102 2,120,102 499,772 10,500,388 11,000,159 North America / South America 501,750 — 501,750 516,296 — 516,296 $ 502,352 $ 10,596,893 11,099,245 $ 1,016,870 $ 11,004,240 $ 12,021,110 | NOTE 33 — SEGMENT REPORTING Each of the Company’s business segments offer different, but synergistic products and services, and are managed separately. Discrete financial information is available for each segment, and segment performance is evaluated based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Intercompany” which eliminates the effect of transactions between the segments. The Company’s business consists of two reportable business segments: ● Education — entrepreneur education, management consultancy and business development tools. ● Campus — resorts, retreats and co-working cafes for entrepreneurs. The detailed segment information of the Company is as follows: The detailed segment information of the Company is as follows: 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 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment consists of $913,492 (2019- $937,773 ) which is included in cost of revenue and $40,906 (2019- $47,537 ) which is included in operating expenses in the accompanying statements of operations. 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 (1) Depreciation and amortization adjustments are adjusted to cost of revenue in the accompanying statements of operations. A summary of revenue by geographic location appears below: 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 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2020 2019 As restated 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 |
EVENTS AFTER THE REPORTING PERI
EVENTS AFTER THE REPORTING PERIOD | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EVENTS AFTER THE REPORTING PERIOD | ||
EVENTS AFTER THE REPORTING PERIOD | NOTE 32 — EVENTS AFTER THE REPORTING PERIOD Convertible Debt Obligations Subsequent to December 31, 2021 and prior to the issuance of these financial statements, convertible debt obligations consisting of $229,237 of principal and accrued interest were converted into 38,206 shares of Genius Group Ltd pursuant to conversion offers extended by the Company. Shares Issued for Cash Subsequent to December 31, 2021 and prior to the issuance of these financial statements, GeniusU Ltd sold an aggregate non-controlling interest of 0.61% of GeniusU Ltd for gross proceeds of $1,528,000 and incurred aggregate issuance costs of $30,560. Initial Public Offering Subsequent to December 31, 2021 and prior to the issuance of these financial statements, Genius Group consummated its initial public offering on the NYSE American (ticker: GNS) as of April 14, 2022 with the issuance of 3,272,727 ordinary shares at an IPO price of $6 per share. The Group also changed underwriters from ThinkEquity LLC to Boustead LLC. Business Combinations Subsequent to December 31, 2021 and prior to the issuance of these financial statements, On April 21, 2022, Genius Group Limited, a Singapore public limited company (“Genius Group”), announced that it completed a series of business combinations with Education Angels in Home Childcare Limited (“Education Angels”), Property Investors Network Ltd and Mastermind Principles Limited (“PIN” and collectively the “IPO Acquisitions”). The Company is also in the process of trying to close two additional acquisitions: University of Antelope Valley and E-Square. In relation to the completed business combinations, the Company intends to obtain an independent valuation of the purchase price allocation for each acquisition. As of the date of the issuance of these financial statements this valuation is not yet available. As such, the disclosures required by IFRS 3 paragraph B64 are not included in these financial statements. Such disclosures are expected to be included in the next financial statements issued by the Company. The detailed terms of each acquisition is stated below. Education Angels Education Angels delivers home educators and childcare for 0-5 year old’s with creative thinking and play modules. ➢ The Share Purchase Agreement was signed on October 22, 2020 between Genius Group and the owners of Education Angels, David Raymond Hitchins and Angela Stead, for the purchase of 100% of the shares in Education Angels. ➢ The purchase price was NZ$3 million (approximately US$2 million) calculated as 2x the annual revenue in 2019 or 2020 (whichever is higher) of Education Angels, with a minimum purchase price of NZ$3 million (approximately US$2 million). ➢ The payment was 100% in shares of Genius Group. ➢ The share purchase included all rights, title, interest and benefits appertaining to the company, including all contracts, intellectual property, goodwill and ongoing operations, all assets and liabilities on the balance sheet as of the date of the acquisition, less any director’s loans or shareholder’s loans. ➢ The sellers agreed not to sell any shares in Genius Group for at least 6 months from closing in the case of David Hitchins and 12 months in the case of Angie Stead. ➢ Both parties have provided various representations, warranties and indemnifications as part of the agreement. ➢ An extending letter was signed on September 30, 2021 to extend the terms of the agreement to December 31, 2021. ➢ An extending letter was signed on December 17, 2021 to extend the terms of the agreement to March 31, 2022. ➢ An extending letter was signed on March 24, 2022 to extend the terms of the agreement to June 30, 2022. The acquisition of Education Angels was completed on April 30, 2022. Property Investors Network PIN is a UK-based property networking organization. ➢ The Share Purchase Agreement was signed on November 30, 2020, between Genius Group and the owner of PIN, Simon Zutshi on behalf of Property Mastermind International Pte Ltd (MPL), for the purchase of 100% of the shares in Property Investors Network Ltd and Mastermind Principles Ltd. ➢ The purchase price was GBP 3.6 million (Approximately $4.7 million) calculated as 1x the annual revenue in 2019 or 2020 (whichever was higher) of the two companies in the agreement. ➢ The payment was 10% in cash and 90% in Genius Group ordinary shares, with the shares paid on closing and the cash paid within 7 days of closing. ➢ The share purchase included all rights, title, interest and benefits appertaining to the company, including all contracts, intellectual property, goodwill and ongoing operations, all assets and liabilities on the balance sheet as of the date of the acquisition, less any director’s loans or shareholder’s loans. ➢ The parties agreed to clear all director’s loans and shareholder’s loans from the balance sheets of the two companies first by Genius Group paying £1.5 million (US$2.0 million) to MPL on behalf of the seller in order to pay off part of the outstanding loans, and second by the seller repaying any remaining unpaid loans within three years of the closing date. ➢ Both parties provided various representations, warranties and indemnifications as part of the agreement. ➢ An extending letter was signed on September 30, 2021 to extend the terms of the agreement to December 31, 2021. ➢ An extending letter was signed on December 17, 2021 to extend the terms of the agreement to March 31, 2022. ➢ An extending letter was signed on March 24, 2022 to extend the terms of the agreement to June 30, 2022. ➢ An amendment was signed on April 30, 2022, to reflect a change in the terms of the purchase price consideration to 2x revenue or 10x EBITDA. The acquisition of Property Investors Network was completed on April 30, 2022. E-Square E-Square is a full campus with primary, secondary and college education for students in entrepreneurship. The terms of the acquisition were amended on April 19, 2022 to reflect that the closing is conditioned upon the approval of the South African Reserve Bank. An extending letter was signed on March 24, 2022 to extend the terms of the agreement to June 30, 2022. The acquisition of E-Square closed May 31, 2022. University of Antelope Valley UAV is a California-based, WASC accredited, U.S. university issuing degrees on campus and on-line. Per the terms of the agreement, Genius Group has already paid UAV US$7 million in cash and 1 million Genius Group ordinary shares (valued at US$6 million) as closing consideration. An amendment was signed on May 18, 2022 to adjust the closing date to June 30, 2022 as well as updating the ‘payment of top up consideration’ based on the performance of UAV over the 2022, 2023 and 2024 fiscal years. A further amendment was signed on June 30, 2022 to adjust the closing date to July 7, 2022. The acquisition of UAV was closed on July 7, 2022. | NOTE 34 — EVENTS AFTER THE REPORTING PERIOD Convertible Debt Obligations Subsequent to December 31, 2020 and prior to the issuance of these financial statements, convertible debt obligations consisting of $161,500 of principal and $6,170 of accrued interest were converted into 13,307 shares of GeniusU Ltd pursuant to conversion offers extended by the Company. Shares Issued for Cash Subsequent to December 31, 2020 and prior to the issuance of these financial statements, GeniusU Ltd sold an aggregate non-controlling interest of 2.45% of GeniusU Ltd for gross proceeds of $2,652,577 and incurred aggregate issuance costs of $53,052. Subsequent to December 31, 2020 and prior to the issuance of these financial statements, Entrepreneur Resorts Ltd commenced making offers for sale of shares. No shares have been issued as of the date of issuance of these financial statements. Stock Split On April 29, 2021, Genius Group Ltd effected a 6-for-1 stock split with respect to ordinary shares. Refer to Note 21 for more information on the retroactive effect of the share split on specific disclosures in these financial statements. Stock-Based Compensation Subsequent to December 31, 2020 and prior to the issuance of these financial statements, Genius Group Ltd agreed to issue an aggregate of 63,842 options for shares of common stock to key management and partners. The options vest at various stages over three years, subject to satisfaction of relevant conditions including continued employment. Business Combinations The Pre-IPO Group continues to make acquisitions to accelerate the revenue and profitability growth of the Group, to add valuable assets to the Group portfolio, and to fulfill management’s vision for the business — in terms of both positive impact on customers and shareholder value. The Pre-IPO Group believes that the acquisitions will further enhance the efficiency of the Group and will add value through synergies and leverage. Subsequent to December 31, 2020, and prior to the issuance of these financial statements, the Pre-IPO Group executed definitive agreements to close the following business combinations upon the completion of the Pre-IPO Group’s initial public offering: Genius Group Ltd.’s Pending Acquisition of Education Angels On October 22, 2020, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of Education Angels in Home Childcare Limited for purchase consideration of NZ 3 million (approximately $2.0 million US dollars) of Genius Group Ltd ordinary shares. Education Angels delivers home educators and childcare for 0-5 year olds with creative thinking and play modules. Genius Group Ltd.’s Pending Acquisition of E-Square On November 28, 2020, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of E-Squared Education Enterprises (Pty) Ltd for purchase consideration of ZAR 10 million (approximately $654,000 US dollars) of Genius Group Ltd.’s ordinary shares. E-Square is a full campus with primary, secondary and college education for students in entrepreneurship. Genius Group Ltd.’s Pending Acquisition of Property Investors Network On November 30, 2020, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of Property Investors Network Ltd and Mastermind Principles Limited for purchase consideration equal to its December 31, 2019, annual revenue, of which 90% will be paid in Genius Group Ltd ordinary shares and 10% will be paid in cash. Property Investors Network is an investor education network with investor meetups held in 50 cities and on-line. Genius Group Ltd.’s Pending Acquisition of the University of Antelope Valley On March 22, 2021, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of University of Antelope Valley for $30 million of purchase consideration, including $6 million of Genius Group Ltd ordinary shares and $24 million of cash. The University of Antelope Valley is a California-based, WASC accredited, U.S. university issuing degrees on campus and on-line. An amendment was signed on March 24, 2022 to amend the consideration to $6.5 million in cash, $6 million in shares in Genius Group and $17.5 million in a note payable. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. | Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through the use of its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. | Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through use its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as of the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising from the acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company has elected to account for common control business combinations using the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity, as if the acquisition had taken place at the beginning of the earliest period presented. On the acquisition date, the Company records any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholders’ Equity. | Business Combinations (as restated) The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in stockholders’ equity are recognized in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company previously elected to account for common control business combinations using a modified acquisition method. This accounting policy was applied consistently to similar transactions. The Company’s policy was to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to restate the common control entity’s identifiable assets, liabilities and contingent liabilities to their fair values as of the acquisition date and record goodwill, similar to the acquisition method. The Company has changed its policy to correct its accounting for common control business combinations, from the modified acquisition method to the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to record any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholder’s Equity. |
Significant judgments and use of estimates | Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. | Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. |
Critical judgements in applying accounting policies | Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. | Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. |
Fair value estimation | Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. | Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. | Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. |
Trade and other receivables | Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in statement of operations and comprehensive loss. | Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in investment income. |
Inventories | Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. | Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. |
Property and Equipment | Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2021, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. | Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2019, the Company had $825,307 of construction in progress that had been placed into service in February 2020. As of December 31, 2020, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. |
Intangible assets | Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ➢ it is technologically feasible to complete the asset so that it will be available for use or sale. ➢ there is an intention to complete and use or sell it. ➢ there is an ability to use or sell it. ➢ it will generate probable future economic benefits. ➢ there are available technical, financial and other resources to complete the development and to use or sell the asset. ➢ the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. | Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ● it is technically feasible to complete the asset so that it will be available for use or sale. ● there is an intention to complete and use or sell it. ● there is an ability to use or sell it. ● it will generate probable future economic benefits. ● there are available technical, financial and other resources to complete the development and to use or sell the asset. ● the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. In addition, Entrepreneurs Institute developed content, customer relationships, and trade names and trademarks were recognized as part of the acquisition accounting in August 2019, and Entrepreneur Resorts’ developed content, trade names and trademarks, and databases were recognized as part of the acquisition accounting in July 2020. Developed content is being amortized over ten years, and customer relationships and databases are being amortized over seven years. Trade names and trademarks have been determined to have an indefinite useful life. See Note 4 — Business Combinations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ➢ first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ➢ then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. | Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ● first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ● then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. |
Financial Instruments | Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ➢ Mandatorily at fair value through profit or loss; or ➢ Designated as of fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ➢ Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ➢ Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as of amortized cost or at fair value through other comprehensive income); or ➢ Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ➢ Amortized cost; ➢ Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ➢ Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ➢ the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as of fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as of fair value through other comprehensive income. The designation as of fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as of fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 27, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. | Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ● Mandatorily at fair value through profit or loss; or ● Designated as at fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ● Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ● Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as at amortized cost or at fair value through other comprehensive income); or ● Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ● Amortized cost; ● Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ● Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ● the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as at fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as at fair value through other comprehensive income. The designation as at fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as at fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. |
Income taxes | Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ➢ a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ➢ a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. | Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ● a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ● a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. |
Leases | Leases The Company accounts for its various operating leases in accordance with adopted IFRS 16, Leases (“IFRS 16’) on January 1, 2019. Management assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to assess whether a contract is or contains a lease, management determines whether the asset under consideration is “identified,” which means that the asset is either explicitly or implicitly specified in the contract and that the supplier does not have a substantial right of substitution throughout the period of use. Once management has concluded that the contract includes an identified asset, the right to control the use thereof is considered. To this end, control over the use of an identified asset only exists when the Company has the right to substantially all of the economic benefits from the use of the asset as well as the right to direct the use of the asset. Pursuant to IFRS 16, a lease liability and corresponding right-of-use asset are recognized at the lease commencement date for all lease agreements for which the Company is a lessee. Details of leasing arrangements where the Company is a lessee are presented in Note 9, Right of Use Asset and Lease Liability. Right-of-use assets Right-of-use assets are presented as a separate line item on the consolidated statement of financial position. Lease payments included in the measurement of the lease liability comprise the following: ➢ the initial amount of the corresponding lease liability; ➢ any lease payments made at or before the commencement date; ➢ any initial direct costs incurred; ➢ any estimated costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, when the Company incurs an obligation to do so, unless these costs are incurred to produce inventories; and ➢ less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of a lease. For right-of-use assets which are depreciated over their useful lives, the useful lives are determined consistently with items of the same class of property and equipment. Refer to the accounting policy for property and equipment for details of useful lives. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. Each part of a right-of-use asset with a cost that is significant in relation to the total cost of the asset is depreciated separately. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. Lease liability The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: ➢ fixed lease payments, including in-substance fixed payments, less any lease incentives; ➢ variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ➢ the amount expected to be payable by the Company under residual value guarantees; ➢ the exercise price of purchase options, if the Company is reasonably certain to exercise the option; ➢ lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and ➢ penalties for early termination of a lease, if the lease term reflects the exercise of an option to terminate the lease. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability (or right-of-use asset). The related payments are recognized as an expense in the period incurred and are included in operating expenses. The lease liability is presented as a separate line item on the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect lease payments made. Interest charged on the lease liability is included in interest expense on the accompany consolidated statements of operations and comprehensive loss. Management remeasures the lease liability when: ➢ there has been a change to the lease term, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ➢ there has been a change in the assessment of whether the Company will exercise a purchase, termination or extension option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ➢ there has been a change to the lease payments due to a change in an index or a rate, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); ➢ there has been a change in expected payment under a residual value guarantee, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate; ➢ a lease contract has been modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised payments using a revised discount rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of- use asset or is recognized in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Leases accounted for under IAS 17 Pursuant to IAS 17, a lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. For leases classified as finance leases, the property is capitalized as leasehold property and is depreciated over the lease term. Leased assets are depreciated over the shorter of their expected useful lives and the lease term. Finance leases are recognized as assets and liabilities in the consolidated statement of financial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheet as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining balance of the liability. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. The difference between the amounts recognized as an expense and the contractual payments are recognized as an operating lease asset. This liability is not discounted. Any contingent rents are expensed in the period they are incurred. | Leases The Company adopted IFRS 16, Leases (“IFRS 16’) on January 1, 2019. Management assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to assess whether a contract is or contains a lease, management determines whether the asset under consideration is “identified,” which means that the asset is either explicitly or implicitly specified in the contract and that the supplier does not have a substantial right of substitution throughout the period of use. Once management has concluded that the contract includes an identified asset, the right to control the use thereof is considered. To this end, control over the use of an identified asset only exists when the Company has the right to substantially all of the economic benefits from the use of the asset as well as the right to direct the use of the asset. Pursuant to IFRS 16, a lease liability and corresponding right-of-use asset are recognized at the lease commencement date for all lease agreements for which the Company is a lessee. Details of leasing arrangements where the Company is a lessee are presented in Note 9, Right of Use Asset and Lease Liability. Right-of-use assets Right-of-use assets are presented as a separate line item on the consolidated statement of financial position. Lease payments included in the measurement of the lease liability comprise the following: ● the initial amount of the corresponding lease liability; ● any lease payments made at or before the commencement date; ● any initial direct costs incurred; ● any estimated costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, when the Company incurs an obligation to do so, unless these costs are incurred to produce inventories; and ● less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of a lease. For right-of-use assets which are depreciated over their useful lives, the useful lives are determined consistently with items of the same class of property and equipment. Refer to the accounting policy for property and equipment for details of useful lives. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. Each part of a right-of-use asset with a cost that is significant in relation to the total cost of the asset is depreciated separately. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. Lease liability The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: ● fixed lease payments, including in-substance fixed payments, less any lease incentives; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the Company under residual value guarantees; ● the exercise price of purchase options, if the Company is reasonably certain to exercise the option; ● lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and ● penalties for early termination of a lease, if the lease term reflects the exercise of an option to terminate the lease. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability (or right-of-use asset). The related payments are recognized as an expense in the period incurred and are included in operating expenses. The lease liability is presented as a separate line item on the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect lease payments made. Interest charged on the lease liability is included in interest expense on the accompany consolidated statements of operations and comprehensive loss. Management remeasures the lease liability when: ● there has been a change to the lease term, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● there has been a change in the assessment of whether the Company will exercise a purchase, termination or extension option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● there has been a change to the lease payments due to a change in an index or a rate, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); ● there has been a change in expected payment under a residual value guarantee, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate; ● a lease contract has been modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised payments using a revised discount rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of- use asset or is recognized in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Leases accounted for under IAS 17 Pursuant to IAS 17, a lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. For leases classified as finance leases, the property is capitalized as leasehold property and is depreciated over the lease term. Leased assets are depreciated over the shorter of their expected useful lives and the lease term. Finance leases are recognized as assets and liabilities in the consolidated statement of financial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheet as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining balance of the liability. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. The difference between the amounts recognized as an expense and the contractual payments are recognized as an operating lease asset. This liability is not discounted. Any contingent rents are expensed in the period they are incurred. |
Contributed capital and equity | Contributed capital and equity Contributed capital represents the aggregate shareholder investment in Genius Group Ltd and ERL. Non-controlling interest represents the portion of comprehensive income (loss) and net assets attributable to minority shareholders. Non-controlling interest is identified in the consolidated statements of operations and under equity in the consolidated statements of financial position. | Contributed capital and equity Contributed capital represents the aggregate shareholder investment in Genius Group Ltd and ERL. Non-controlling interest represents the portion of comprehensive income (loss) and net assets attributable to minority shareholders. Non-controlling interest is identified in the consolidated statements of operations and under equity in the consolidated statements of financial position. |
Revenue from contracts with customers | Revenue from contracts with customers The Company recognizes revenue from the following major sources: ➢ Digital education platform ➢ In person education courses ➢ Sales of goods — ➢ Service revenue Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A detailed analysis of performance obligations for each revenue source follows. Digital education platform This revenue is derived from online workshops, training programs, assessments, courses, accreditations certifications and licences provided by both the Company itself and by partners, as well as memberships. Revenue is derived, and performance obligations are fulfilled, over the course of delivery of the product or service, which may be at the time of sale or may be monthly for up to twelve months. The company is compensated by way of fees for the product or service as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. In person education courses This revenue is derived from workshops, training programs and conferences that are delivered in person at the Company’s campuses or third party venues. Revenue is derived, and performance obligations are fulfilled, at the time of delivering the event. The company is compensated by way of course fees as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. Sales of goods — retail This revenue is derived by the Company’s campus businesses and includes food and beverage, spa products, merchandise and ancillary products. Revenue is derived, and performance obligations are fulfilled, at the point in time of providing the goods; in the case of food and beverage delivered as part of a pre-paid accommodation package, revenue is recognized daily over the time of guests’ duration of stay. The company is compensated based on the advertised or agreed price of the goods as part of accommodation packages or on in-house menus in the case of food and beverage, and on in-house price lists or price tickets in the case of spa products, merchandise and ancillary products. The Company’s typical customer for this revenue source is: ➢ an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ➢ individuals, families and companies who are not necessarily seeking education but are attracted to the Company ’ Service revenue This revenue is derived by the Company’s campus businesses and includes accommodation, spa, conferences and events, and memberships. Revenue is derived, and performance obligations are fulfilled, at the time of providing the services; in the case of accommodation as part of a pre-paid booking, revenue is recognized daily over the time of guests’ duration of stay, and for memberships revenue is recognized monthly over the course of delivery of the product or service which may be up to twelve months. The company is compensated based on the advertised or agreed price of the goods as displayed online by the company or booking agents in the case of accommodation, on in-house price lists in the case of spa, by tailored quote in the case of conferences and events, and as displayed in-house or online in the case of memberships. The Company’s typical customer for this revenue source is: ➢ an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ➢ individuals, families and companies who are not necessarily seeking education but are attracted to the Company ’ Deferred revenue The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A contract asset (accounts receivable) is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records a contract liability (deferred revenue) until the performance obligations are satisfied. Deferred revenue represents the Company’s contract liability for cash collections received from its customers in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. As of December 31, 2021, the Company had deferred revenue for remaining unsatisfied performance obligations of $2,561,912 (2020: $1,546,712), which is expected to be recognized within one year. During the year ended December 31, 2021, the Company recognized revenue of $758,794 (2020: $2,905,691) that was included in the deferred revenue balance at the beginning of the period. | Revenue from contracts with customers The Company recognizes revenue from the following major sources: ● Digital education platform ● In person education courses ● Sales of goods — retail ● Service revenue Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A detailed analysis of performance obligations for each revenue source follows. Digital education platform This revenue is derived from online workshops, training programs, assessments, courses, accreditations certifications and licenses provided by both the Company itself and by partners, as well as memberships. Revenue is derived, and performance obligations are fulfilled, over the course of delivery of the product or service, which may be at the time of sale or may be monthly for up to twelve months. The company is compensated by way of fees for the product or service as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. In person education courses This revenue is derived from workshops, training programs and conferences that are delivered in person at the Company’s campuses or third-party venues. Revenue is derived, and performance obligations are fulfilled, at the time of delivering the event. The company is compensated by way of course fees as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. Sales of goods — retail This revenue is derived by the Company’s campus businesses and includes food and beverage, spa products, merchandise and ancillary products. Revenue is derived, and performance obligations are fulfilled, at the point in time of providing the goods; in the case of food and beverage delivered as part of a pre-paid accommodation package, revenue is recognized daily over the time of guests’ duration of stay. The company is compensated based on the advertised or agreed price of the goods as part of accommodation packages or on in-house menus in the case of food and beverage, and on in-house price lists or price tickets in the case of spa products, merchandise and ancillary products. The Company’s typical customer for this revenue source is: ● an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ● individuals, families and companies who are not necessarily seeking education but are attracted to the Company’s venues and locations for recreation and hospitality experiences. Service revenue This revenue is derived by the Company’s campus businesses and includes accommodation, spa, conferences and events, and memberships. Revenue is derived, and performance obligations are fulfilled, at the time of providing the services; in the case of accommodation as part of a pre-paid booking, revenue is recognized daily over the time of guests’ duration of stay, and for memberships revenue is recognized monthly over the course of delivery of the product or service which may be up to twelve months. The company is compensated based on the advertised or agreed price of the goods as displayed online by the company or booking agents in the case of accommodation, on in-house price lists in the case of spa, by tailored quote in the case of conferences and events, and as displayed in-house or online in the case of memberships. The Company’s typical customer for this revenue source is: ● an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ● individuals, families and companies who are not necessarily seeking education but are attracted to the Company’s venues and locations for recreation and hospitality experiences. Deferred revenue The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A contract asset (accounts receivable) is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records a contract liability (deferred revenue) until the performance obligations are satisfied. Deferred revenue represents the Company’s contract liability for cash collections received from its customers in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. As of December 31, 2020, the Company had deferred revenue for remaining unsatisfied performance obligations of $1,546,712 (2019: $3,231,431), which is expected to be recognized within one year. During the year ended December 31, 2020, the Company recognized revenue of $2,905,691 (2019: $2,155,612) that was included in the deferred revenue balance at the beginning of the period. |
Borrowing costs | Borrowing costs Coupon interest is recognized in the period in which it is incurred, while other borrowing costs (debt discount) are amortized to interest expense over the expected term of the notes using the interest method. | Borrowing costs Coupon interest is recognized in the period in which it is incurred, while other borrow costs (debt discount) are amortized to interest expense over the expected term of the notes using the interest method. |
Foreign currency transactions | Foreign currency transactions The Company’s reporting currency is the U.S. dollar. The functional currencies of the Genius Group and its subsidiaries are their local currencies (Singapore dollar, British pound, Indonesian rupiah and South African rand) and the functional currency of ERL and its subsidiaries is the U.S. dollar. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. At the end of the reporting period, assets and liabilities are translated into U.S. dollars using the exchange rate at the balance sheet date and revenue and expense accounts are translated at a weighted average exchange rate for the period or for the year then ended. Resulting translation adjustments are made directly to accumulated other comprehensive income. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period, or in previous consolidated financial statements, are recognized in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognized to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognized to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in U.S. dollars by applying to the foreign currency amount the exchange rate between the U.S. dollar and the foreign currency at the date of the cash flow. | Foreign currency transactions The Company’s reporting currency is the U.S. dollar. The functional currencies of the Genius Group and its subsidiaries are their local currencies (Singapore dollar, British pound, Indonesian rupiah and South African rand) and the functional currency of ERL and its subsidiaries is the U.S. dollar. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. At the end of the reporting period, assets and liabilities are translated into U.S. dollars using the exchange rate at the balance sheet date and revenue and expense accounts are translated at a weighted average exchange rate for the period or for the year then ended. Resulting translation adjustments are made directly to accumulated other comprehensive income. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period, or in previous consolidated financial statements, are recognized in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognized to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognized to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in U.S. dollars by applying to the foreign currency amount the exchange rate between the U.S. dollar and the foreign currency at the date of the cash flow. |
Stock-based compensation | Stock-based compensation For service-based awards, compensation expense is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. | Stock-based compensation For service-based awards, compensation expense is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of useful lives of items of property and equipment | Depreciation Useful Category Method 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 | Depreciation Useful Category Method 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 |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ||
Schedule of recent accounting standard not yet adopted | Effective for periods Standard/Interpretation beginning on or after 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 2018-2021 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 | Effective for periods Standard/Interpretation 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 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS COMBINATIONS | |
Schedule of the allocation of the purchase consideration to the fair value of the assets and liabilities | 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 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
Schedule of inventories | December 31, 2021 2020 Food and beverage $ 38,500 $ 42,694 Merchandise 51,777 59,943 Consumables 2,253 9,906 Total inventories $ 92,530 $ 112,543 | 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 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Summary of prepaid expenses and other current assets | December 31, 2021 2020 Prepaid expenses $ 3,349,990 $ 1,305,088 Deposits 59,925 226,189 Other receivables 80,531 17,440 Total $ 3,490,446 $ 1,548,717 | 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 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Summary of property and equipment | 2021 2020 Accumulated Carrying Accumulated Carrying Cost Depreciation Value Cost Depreciation Value Land $ 1,486,718 $ — $ 1,486,718 $ 1,486,718 $ — $ 1,486,718 Buildings 4,401,241 (989,085) 3,412,156 4,625,408 (674,781) 3,950,627 Leasehold property 4,261,623 (2,770,810) 1,490,813 4,251,845 (2,596,718) 1,655,127 Plant and machinery 136,692 (87,050) 49,642 164,137 (79,453) 84,684 Furniture and fixtures 537,964 (330,476) 207,488 466,277 (276,904) 189,373 Motor vehicles 320,103 (281,587) 38,516 341,906 (248,580) 93,326 Office equipment 26,287 (19,528) 6,759 23,599 (13,164) 10,435 IT equipment 113,790 (88,274) 25,516 113,790 (80,800) 32,990 Computer Software 4,456 (4,456) — 4,456 (4,456) — Spa equipment, curtains, crockery, glassware and linen 255,434 (196,926) 58,508 255,434 (161,724) 93,710 $ 11,554,308 $ (4,768,192) $ 6,776,116 $ 11,733,570 $ (4,136,580) $ 7,596,990 | 2020 2019 As restated Carrying Cost Accumulated Value Accumulated Carrying As restated Depreciation As restated Cost Depreciation 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 |
Summary of reconciliation of property and equipment | Reconciliation of property and equipment — 2021 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 3,950,627 — (215,291) (323,180) 3,412,156 Leasehold Property 1,655,129 — 9,777 — (174,093) 1,490,813 Plant & Machinery 84,685 9,981 — (37,427) (7,597) 49,642 Furniture and Fixtures 189,372 65,128 — 6,558 (53,570) 207,488 Motor Vehicles 93,325 — — (21,803) (33,006) 38,516 Office Equipment 10,435 2,688 — — (6,364) 6,759 IT Equipment 32,989 — — — (7,473) 25,516 Spa Equipment, curtains, crockery, glassware and linen 93,710 — — (35,202) 58,508 $ 7,596,990 $ 77,797 $ — $ (258,186) $ — $ (640,485) $ 6,776,116 Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 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 | Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation 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 Reconciliation of property and equipment — 2019 Opening Closing Balance Additions Disposals Translation Revaluation Depreciation 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 |
RIGHT OF USE ASSET AND LEASE _2
RIGHT OF USE ASSET AND LEASE LIABILITY (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RIGHT OF USE ASSET AND LEASE LIABILITY | ||
Summary of carrying amounts of right-of-use assets | As of December 31, 2021 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 (117,959) (39,007) Accumulated depreciation on right of use assets (1,233,934) (726,246) Right of use asset, net. $ 1,077,241 $ 1,663,881 | 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 |
Summary of maturity analysis of lease liabilities | As of December 31, 2021 2020 Within one year $ 436,270 $ 545,132 Two to five years 298,594 660,034 Thereafter 9,007,645 9,924,141 9,742,509 11,129,307 Less: finance charges component (8,411,649) (9,276,243) $ 1,330,860 $ 1,853,064 Lease liabilities, current $ 436,271 $ 545,132 Lease liabilities, non-current 894,589 1,307,932 $ 1,330,860 $ 1,853,064 | 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 |
INVESTMENTS AT FAIR VALUE (Tabl
INVESTMENTS AT FAIR VALUE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVESTMENTS AT FAIR VALUE | ||
Schedule of investments at fair value | As of December 31, 2021 2020 Investments in YouGo World $ 28,698 $ 28,698 Other investments 371 378 Total $ 29,069 $ 29,076 | As of December 31, 2020 2019 Investments in YouGo World $ 28,698 $ 28,155 Other investments 378 371 Total $ 29,076 $ 28,526 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL | ||
Summary of changes in goodwill | Balance as of January 1, 2020 $ 1,209,953 Additions – — Balance as of December 31, 2020 $ 1,209,953 Additions – foreign currency translation 110,147 Balance as of December 31, 2021 $ 1,320,100 | 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 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSETS | ||
Summary of reconciliation of intangible assets | A reconciliation of intangible assets for the years ended December 31, 2021 and 2020 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2020 Additions Intangibles Expense Translation 2021 GeniusU software platform $ 2,007,182 $ 804,314 $ — $ — — $ 2,811,496 Trademarks 13,234 — 13,234 Accumulated amortization (1,015,502) — — (424,080) 9,821 (1,429,761) Net carrying value $ 1,004,914 $ 804,314 $ — $ (424,080) $ 9,821 $ 1,394,969 Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 2020 GeniusU software platform $ 1,563,193 $ 424,530 $ — $ 19,459 $ 2,007,182 Trademarks — $ 13,234 13,234 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 | A reconciliation of intangible assets for the years ended December 31, 2020 and 2019 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 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 Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2018 Additions Intangibles Expense Translation 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 |
DEFERRED TAX ASSETS AND LIABI_2
DEFERRED TAX ASSETS AND LIABILITIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED TAX ASSETS AND LIABILITIES | ||
Summary of Deferred tax assets and liabilities | Deferred tax assets and (liabilities) as of December 31, 2021 and 2020 and the related activity for the years ended December 31, 2021 and 2020 are as follows: Recognized Recognized Balance In In Balance December 31, Other Provision For December 31, 2020 Comprehensive Income Income Taxes 2021 Non-current assets: Intangible assets — — — $ — Property, plant, and equipment (979,612) — 96,537 $ (883,075) Other (8,431) 8,431 $ — (988,043) — 104,968 (883,075) Current assets: Receivables — — — $ — Prepaid expenses (11,849) — (5,346) $ (17,195) Other (Section 24C allowance) 26,452 23,451 116 $ 50,019 14,603 23,451 (5,230) 32,824 Current liabilities: Depreciation — — — $ — Income in Advance 98,015 — 29,114 $ 127,129 Tax Losses — — — $ — Net deferred tax assets and (liabilities) $ (875,425) $ 23,451 $ 128,852 $ (723,122) Balance December 31, Recognized In Recognized In Balance 2019, as Business Provision For December 31, restated Combinations Income Taxes 2020 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) — 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) — 280,070 — (182,056) 98,015 Net deferred tax assets and (liabilities) $ (736,645) $ (69,537) $ (69,245) $ (875,425) | Deferred tax assets and (liabilities) as of December 31, 2020 and 2019 and the related activity for the years ended December 31, 2020 and 2019 are as follows: Recognized Recognized Balance In In Balance December 31, Business Provision For December 31, 2019, as restated Combinations Income Taxes 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 Recognized In Recognized In Balance December 31, Business Provision For December 31, 2018 Combinations Income Taxes 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) |
Summary of unused tax losses for which no deferred tax assets have been recognized | Year Ended December 31, 2021 2020 Unused tax losses for which no deferred tax assets has been recognized $ (9,982,291) $ (6,155,623) Potential tax benefit of such unused tax losses at applicable statutory tax rates $ (2,050,255) $ (1,305,245) | 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) |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Schedule of accrued expenses and other current liabilities | As of December 31, 2021 2020 Accrued expenses $ 390,138 $ 233,842 North West Parks Board 1,177,050 1,049,515 Other taxation payable 33,314 104,368 VAT 48,493 28,271 Derivative liability 250,000 250,000 Sundry payables 165,307 144,226 Total $ 2,064,302 $ 1,810,222 | 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 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED REVENUE | ||
Summary of deferred revenue | As of December 31, 2021 2021 Advance bookings for lodges $ 293,716 $ 379,305 Educational revenue paid in advance 1,630,723 1,026,700 Other prepaid income 638,473 140,707 Total $ 2,561,912 $ 1,546,712 | 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 |
Summary of analysis of contractual obligations | As of December 31, 2021 2021 Deferred revenue, beginning $ 1,546,712 $ 3,231,431 Addition 1,773,994 1,220,972 Usage (758,794) (2,905,691) Deferred revenue, ending $ 2,561,912 $ 1,546,712 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE | ||
Summary of loans payable | As of December 31, 2021 2020 Loans payable – current portion $ 65,415 $ 65,611 Loans payable – non-current portion 85,858 157,629 Total $ 151,273 $ 223,240 | 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 |
LOANS PAYABLE - RELATED PARTI_2
LOANS PAYABLE - RELATED PARTIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE - RELATED PARTIES | ||
Summary of loans from related parties | As of December 31, 2021 2020 Loan payable to related parties for the acquisition of Wealth Dynamics Current portion $ 425,551 $ 400,000 Non-current portion — — Subtotal 425,551 400,000 Other loans payable to related parties, current — 189,502 Total loans payable to related parties $ 425,551 $ 589,502 | 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 |
CONVERTIBLE DEBT OBLIGATIONS (T
CONVERTIBLE DEBT OBLIGATIONS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONVERTIBLE DEBT OBLIGATIONS | ||
Summary of convertible debt obligations | As of December 31, 2021 2020 Convertible debt obligations, beg, gross $ 1,531,639 $ 1,918,340 Converted to equity (257,629) (386,701) Deferred debt discount — — Convertible debt obligations, end, net $ 1,274,010 $ 1,531,639 Convertible debt obligations, current portion $ 507,765 $ 1,531,639 Convertible debt obligations, non-current portion $ 766,245 $ 1,531,639 | 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 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY | ||
Schedule of stock options using the Black-Scholes option pricing model and used the assumptions | For the Years Ended December 31, 2021 2020 Risk-free interest rate 0.73 % 0.13 % Contractual term (years) 1-3 2.00 Expected volatility 66.00 % 42.00 % Expected dividends 0.00 % 0.00 % | 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 % |
Summary of option activity | A summary of the option activity during the year ended December 31, 2021 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life Value Outstanding Jan. 1, 2021 73,428 5.81 1.00 97,782 Granted 85,836 5.81 2 Exercised — — — — Expired — — — — Outstanding Dec 31, 2021 159,264 5.81 1.00 | A summary of the option activity during the years ended December 31, 2020 and 2019 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life 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 |
Schedule of information related to options outstanding | The following table presents information related to options outstanding at December 31, 2021 and 2020: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2021 $ 5.81 85,836 Genius Group 1 n/a | The following table presents information related to options outstanding at December 31, 2020 and 2019: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2019 $ 3.56 257,478 Genius Group n/a n/a 2020 $ 5.81 73,428 Genius Group n/a n/a |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Schedule of disaggregation of revenue | For the Years Ended December 31, 2021 2020 Campus Revenue – Sale of goods $ 3,102,210 $ 1,280,320 – Rendering of services. — 735,246 Campus sub-total 3,102,210 2,015,566 Education Revenue – Digital. 9,676,052 5,298,227 – In-Person. — 319,983 Education sub-total 9,676,052 5,618,210 Total Revenue $ 12,778,262 $ 7,633,776 | 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 |
OTHER OPERATING INCOME (Tables)
OTHER OPERATING INCOME (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER OPERATING INCOME | ||
Schedule of other operating income | For the Years Ended December 31, 2021 2020 Other income $ — $ 133,519 Subsidy from Government 499,300 — $ 499,300 $ 133,519 | 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 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||
Schedule of general and administrative expenses | For the Years Ended December 31, 2021 2020 Consulting and professional services $ 660,117 $ 424,891 Marketing 73,277 72,942 Rent expense 250,994 144,423 Repairs and maintenance 11,144 103,152 Salaries, wages, bonuses and other benefits 4,197,397 3,031,485 Travel 13,356 13,356 Utilities 142,019 112,027 Other 1,151,991 1,314,430 Development charges 456,180 378,010 Stock-based compensation 293,837 394,717 Provision for doubtful debts (39,108) 161,788 Total general and administrative expenses $ 7,211,204 $ 6,151,221 | 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 |
INTEREST EXPENSE, NET (Tables)
INTEREST EXPENSE, NET (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTEREST EXPENSE, NET | ||
Schedule of company earned interest income and incurred interest expense | For the Years Ended December 31, 2021 2020 Interest (expense) income Bank and other cash $ (74,081) $ 55,649 Total interest (expense) income (74,081) 55,649 Interest expense/finance costs Lease liabilities 131,291 131,291 Other interest paid – loans 103,357 455,394 Amortization of debt discount 140,837 322,947 Total interest expense/ finance costs 375,485 909,632 Total interest (expense), net $ (449,566) $ (853,983) | 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) |
INCOME TAX EXPENSE (Tables)
INCOME TAX EXPENSE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX EXPENSE | ||
Schedule of provision for income taxes provisions (benefits) and deferred income tax | Year Ended December 31, 2021 2020 Current tax: Current tax on profits for the year $ — $ — — — Deferred income tax: (Increase) decrease in deferred tax assets (29,230) 155,603 Decrease in deferred tax liabilities (99,622) (86,358) (128,852) 69,245 (Benefit from) Provision for income taxes, as previously reported $ (128,852) $ 69,245 | 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 |
Schedule of reconciliation of income taxes at the statutory rate | Years ended December 31, 2021 2020 Income (loss) from continuing operations before provision for income taxes $ (4,618,050) $ (3,123,070) Tax at the Singapore rate of 17% $ (785,069) $ (530,922) Reconciling items: Permanent differences 31,272 39,478 Current period net operating losses not recognized as a deferred tax asset 743,997 407,519 Rate differential – non-Singapore entities (55,045) (24,305) Other deferred tax activity (64,007) 177,474 Provision for income taxes $ (128,852) $ 69,245 | 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 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EARNINGS PER SHARE | ||
Summary of earnings per share | Years ended December 31, 2021 2020 Basic loss per share from continuing operations $ (0.28) $ (0.25) 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 $ (4,489,198) $ (3,192,314) Non-controlling Interest (173,959) (75,159) Loss attributable to ordinary shareholders $ (4,663,157) $ (3,117,155) Weighted average number of ordinary shares: Issued at the beginning of the year 16,155,812 9,742,998 Issued in current year — 6,412,812 Issued at the end of the year 16,155,812 16,155,812 Weighted average 16,155,812 12,575,605 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 7,138,140 | 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 |
FAIR VALUE INFORMATION (Tables)
FAIR VALUE INFORMATION (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE INFORMATION | ||
Summary of financial assets and liabilities by level within the fair value hierarchy | As of December 31, 2021 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Financial assets at amortized cost Cash $ 1,784,938 $ — $ — $ 1,784,938 Accounts receivable — 1,018,003 — 1,018,003 Other Receivable 66,000 Due from related parties — 44,245 — 44,245 Financial assets at fair value through profit or loss Investments at fair value — — 29,069 29,069 FINANCIAL LIABILITIES Financial liabilities at amortized cost Accounts payable — 1,078,381 — 1,078,381 Derivative liability — 250,000 — 250,000 Loans payable — 151,273 — 151,273 Loans payable, related parties — 425,551 — 425,551 Lease liabilities — 1,330,860 — 1,330,860 Convertible debt obligations, net — 1,274,010 — 1,274,010 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, 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 — 97,310 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 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTIES | ||
Summary of relationships of related parties | 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 | 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 |
KEY MANAGEMENT COMPENSATION (Ta
KEY MANAGEMENT COMPENSATION (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
KEY MANAGEMENT COMPENSATION | ||
Summary of compensation awarded to or earned by our executive officers and compensation earned for service on our Board of Directors by our non-employee directors | For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Roger James Hamilton Chief Executive Officer $ 593,195 $ 28,310 $ 621,505 $ 463,235 $ 103,223 $ 566,458 Michelle Clarke Chief Marketing Officer 110,846 4,067 114,913 83,235 18,553 101,788 Suraj Naik Chief Technology Officer 88,682 3,921 92,603 67,719 13,274 80,993 Sandra Morrell Chief Operating Officer 40,172 6,748 46,920 151,439 30,284 181,723 For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Patrick Grove Director $ 8,889 — $ 8,889 $ 8,705 $ 34,870 $ 43,575 Nic Lim Director 8,889 — 8,889 6,964 36,614 43,578 Anna Gong Director 8,889 — 8,889 8,705 34,870 43,575 Jeremy Harris Director 67,548 594 68,142 39,652 8,578 48,230 Dennis DuBois Director 24,000 — 24,000 20,400 3,592 23,992 Lisa Bovio Director 24,000 — 24,000 20,400 3,592 23,992 | 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 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEGMENT REPORTING | ||
Summary of detailed segment information | The detailed segment information of the Company is as follows: For the Periods Ended December. 31 2021 2020 Education Campus Total Education Campus Total Revenues $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 Depreciation and Amortization (1)(2) $ 426,740 $ 1,148,173 $ 1,574,913 $ 616,195 $ 954,398 $ 1,570,593 (Loss) income from Operations $ (2,153,975) $ (2,014,508) $ (4,168,484) $ 306,710 $ (2,987,559) $ (2,680,849) Net Profit or Loss $ (2,252,794) $ (2,365,255) $ (4,618,050) $ (53,722) $ (3,069,347) $ (3,123,069) Interest Expense, net $ 98,819 $ 350,747 $ 449,566 $ 107,833 $ 746,150 $ 853,983 Capital Expenditures $ — — $ — $ 437,764 $ 233,823 $ 671,587 Total Property and Equipment, net $ 15,442 $ 6,760,674 $ 6,776,116 $ 10,881 $ 7,586,109 $ 7,596,990 Total Assets $ 5,122,967 $ 12,472,440 $ 17,595,407 $ 3,336,242 $ 13,621,471 $ 16,957,713 Total Liabilities $ 3,589,315 $ 6,020,096 $ 9,609,411 $ 5,852,323 $ 3,399,301 $ 9,251,624 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment Consists of $1,109,309 (2020- $937,773 ) which is included in cost of revenue and $38,864 (2020- $47,537 ) which is included in operating expenses in the accompanying statements of operations. | 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 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment consists of $913,492 (2019- $937,773 ) which is included in cost of revenue and $40,906 (2019- $47,537 ) which is included in operating expenses in the accompanying statements of operations. 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 (1) Depreciation and amortization adjustments are adjusted to cost of revenue in the accompanying statements of operations. |
Summary of revenue and non-current assets (other than financial instruments) by geographic location | A summary of revenue by geographic location appears below: 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 3,630,760 $ 1,554,828 $ 5,185,588 $ 2,068,037 $ 1,010,699 $ 3,078,736 Asia / Pacific 3,346,691 1,547,382 4,894,073 1,954,842 1,004,867 2,959,709 North America / South America 2,698,601 — 2,698,601 1,595,331 — 1,595,331 $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 602 $ 8,476,791 8,477,393 $ 802 $ 503,853 $ 504,655 Asia / Pacific — 2,120,102 2,120,102 499,772 10,500,388 11,000,159 North America / South America 501,750 — 501,750 516,296 — 516,296 $ 502,352 $ 10,596,893 11,099,245 $ 1,016,870 $ 11,004,240 $ 12,021,110 | A summary of revenue by geographic location appears below: 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 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2020 2019 As restated 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 |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Decrease in operating expenses | $ 740,000 | $ 740,000 |
Government Job Support Scheme | 230,000 | 230,000 |
Amount of insurance support received | 100,000 | 100,000 |
Amount of reduced or deferred salaries | $ 290,000 | $ 290,000 |
Percentage of general cost reduction | 5% | 5% |
Amount of general cost of reduction on operating expenses | $ 350,000 | $ 350,000 |
Income from government grants | 499,300 | |
Genius Central Singapore Pte Ltd | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Government Job Support Scheme | 100,000 | 100,000 |
Rent waiver | 120,000 | 120,000 |
Wealth Dynamics Pte Ltd | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Government Job Support Scheme | 20,000 | 20,000 |
Matla Game Lodge | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of insurance support received | 20,000 | 20,000 |
Genius Group | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of reduced or deferred salaries | 20,000 | 20,000 |
Income from government grants | 490,300 | |
Entrepreneur Resorts | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of reduced or deferred salaries | 60,000 | 60,000 |
Tau Game Lodge | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Government Job Support Scheme | 110,000 | 110,000 |
Amount of insurance support received | 80,000 | 80,000 |
Amount of reduced or deferred salaries | 50,000 | 50,000 |
GeniusU | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of reduced or deferred salaries | $ 160,000 | $ 160,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment-2 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Buildings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 20 years | 20 years | |
Plant and machinery | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Fixtures and fittings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Motor vehicle | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Office equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Spa Equipment, Curtains, Crockery, Glassware and Linen [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Construction in progress [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Construction in progress | $ 0 | $ 0 | $ 825,307 |
Depreciation expense | $ 0 | $ 0 | |
Maximum | IT Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Maximum | Computer equipment [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 8 years | 8 years | |
Minimum | IT Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 3 years | 3 years | |
Minimum | Computer equipment [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 2 years | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Development costs | ||
Intangible assets | ||
Useful life (in years) | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Impairment loss | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue from contracts with customers (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Deferred revenue for remaining unsatisfied performance obligations | $ 2,561,912 | $ 1,546,712 | $ 3,231,431 |
Amount of recognized revenue that was included in the deferred revenue balance at the beginning of the period | $ 758,794 | $ 2,905,691 | $ 2,155,612 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) £ in Millions | 12 Months Ended | |||
Jul. 17, 2020 USD ($) | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) | |
BUSINESS COMBINATIONS | ||||
Purchase consideration | $ 4,700,000 | £ 3.6 | ||
Less: Acquired liabilities | ||||
Difference between the purchase consideration and the total of net assets acquired | $ 25,190,856 | |||
Entrepreneur Resorts | ||||
BUSINESS COMBINATIONS | ||||
Voting interest acquired (in percent) | 97.80% | 97.80% | ||
Purchase consideration | $ 30,997,810 | $ 30,997,810 | ||
Consideration made up of shares | 30,997,810 | 30,997,810 | ||
Summary of the allocation of the purchase consideration to the fair value of the assets and liabilities associated with Entrepreneur Resorts at acquisition | ||||
Cash and cash equivalents | 1,376,396 | 1,376,396 | ||
Accounts receivable, net | 196,434 | 196,434 | ||
Due from related parties | 3,171 | 3,171 | ||
Inventories | 157,927 | 157,927 | ||
Prepaid expenses and other current assets | 613,164 | 613,164 | ||
Property and equipment, net | 6,865,544 | 6,865,544 | ||
Operating lease right-of-use asset | 1,740,083 | 1,740,083 | ||
Other intangible assets | 67,849 | 67,849 | ||
Goodwill | 1,209,953 | 1,209,953 | ||
Total acquired assets | 12,230,521 | 12,230,521 | ||
Less: Acquired liabilities | ||||
Accounts payable | 56,490 | 56,490 | ||
Accrued expenses and other current liabilities | 1,013,665 | 1,013,665 | ||
Deferred revenue | 564,215 | 564,215 | ||
Operating lease liabilities - current portion | 519,740 | 519,740 | ||
Deferred tax liability | 607,270 | 607,270 | ||
Operating lease liabilities - non-current portion | 1,311,110 | 1,311,110 | ||
Loans payable - non-current portion | 1,000,000 | 1,000,000 | ||
Convertible debt obligations | 1,220,450 | 1,220,450 | ||
Total acquired liabilities | 6,292,940 | 6,292,940 | ||
Net assets | 5,937,581 | 5,937,581 | ||
Net assets acquired - 97.8% controlling interest | $ 5,806,954 | 5,806,954 | ||
Difference between the purchase consideration and the total of net assets acquired | $ 25,190,856 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
INVENTORIES | |||||
Food and beverage | $ 38,500 | $ 42,694 | $ 47,224 | ||
Merchandise | 51,777 | 59,943 | 65,098 | ||
Consumables | 2,253 | 9,906 | 7,194 | ||
Total inventories | $ 92,530 | $ 112,543 | [1] | $ 119,516 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |||||
Prepaid expenses | $ 3,349,990 | $ 1,305,088 | $ 832,280 | ||
Deposits | 59,925 | 226,189 | 223,718 | ||
Other receivables | 80,531 | 17,440 | 9,037 | ||
Total | $ 3,490,446 | $ 1,548,717 | [1] | $ 1,065,035 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | $ 6,776,116 | $ 7,596,990 | [1] | $ 7,399,412 | [1] | $ 6,261,425 |
Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 11,554,308 | 11,733,570 | 10,833,494 | |||
Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (4,768,192) | (4,136,580) | (3,434,082) | |||
Office space | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 1,486,718 | 1,486,718 | 1,486,718 | 1,486,453 | ||
Office space | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 1,486,718 | 1,486,718 | 1,486,718 | |||
Buildings | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 3,412,156 | 3,950,627 | 3,430,545 | 3,448,091 | ||
Buildings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 4,401,241 | 4,625,408 | 3,774,580 | |||
Buildings | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (989,085) | (674,781) | (344,035) | |||
Leasehold property. | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 1,490,813 | 1,655,127 | 1,018,894 | |||
Leasehold property. | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 4,261,623 | 4,251,845 | 3,373,869 | |||
Leasehold property. | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (2,770,810) | (2,596,718) | (2,354,975) | |||
Plant and machinery | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 49,642 | 84,684 | 95,919 | 13,390 | ||
Plant and machinery | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 136,692 | 164,137 | 167,428 | |||
Plant and machinery | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (87,050) | (79,453) | (71,509) | |||
Fixtures and fittings | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 207,488 | 189,373 | 231,452 | 239,759 | ||
Fixtures and fittings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 537,964 | 466,277 | 450,618 | |||
Fixtures and fittings | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (330,476) | (276,904) | (219,166) | |||
Motor vehicle | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 38,516 | 93,326 | 135,850 | |||
Motor vehicle | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 320,103 | 341,906 | 356,094 | |||
Motor vehicle | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (281,587) | (248,580) | (220,244) | |||
Office equipment | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 6,759 | 10,435 | 12,791 | 1,359 | ||
Office equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 26,287 | 23,599 | 23,700 | |||
Office equipment | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (19,528) | (13,164) | (10,909) | |||
IT equipment | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 25,516 | 32,990 | 42,440 | |||
IT equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 113,790 | 113,790 | 113,630 | |||
IT equipment | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (88,274) | (80,800) | (71,190) | |||
Computer Software | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 4,456 | 4,456 | 4,456 | |||
Computer Software | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (4,456) | (4,456) | (4,456) | |||
Spa equipment, curtains, crockery, glassware and linen | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 58,508 | 93,710 | 119,496 | $ 130,301 | ||
Spa equipment, curtains, crockery, glassware and linen | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 255,434 | 255,434 | 257,094 | |||
Spa equipment, curtains, crockery, glassware and linen | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | $ (196,926) | $ (161,724) | $ (137,598) | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
PROPERTY AND EQUIPMENT - Reconc
PROPERTY AND EQUIPMENT - Reconciliation of property and equipment (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | $ 7,596,990 | [1] | $ 7,399,412 | [1] | $ 6,261,425 | |
Additions | 77,797 | 588,843 | 1,902,038 | |||
Disposals | (25,236) | (3,545) | ||||
Translation | (258,186) | 336,510 | ||||
Depreciation | (640,485) | (702,539) | (760,506) | |||
Closing Balance | 6,776,116 | 7,596,990 | [1] | 7,399,412 | [1] | |
Office space | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 1,486,718 | 1,486,718 | 1,486,453 | |||
Additions | 265 | |||||
Closing Balance | 1,486,718 | 1,486,718 | 1,486,718 | |||
Buildings | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 3,950,627 | 3,430,545 | 3,448,091 | |||
Additions | 490,961 | 147,815 | ||||
Translation | (215,291) | 359,867 | ||||
Depreciation | (323,180) | (330,746) | (165,361) | |||
Closing Balance | 3,412,156 | 3,950,627 | 3,430,545 | |||
Leasehold property | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 1,655,129 | 1,018,894 | 832,002 | |||
Additions | 54,250 | 706,146 | ||||
Translation | 9,777 | (1,579) | ||||
Reclass | 825,307 | |||||
Depreciation | (174,093) | (241,743) | (519,254) | |||
Closing Balance | 1,490,813 | 1,655,129 | 1,018,894 | |||
Plant and machinery | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 84,684 | 95,919 | 13,390 | |||
Additions | 9,981 | 93,074 | ||||
Disposals | (3,309) | |||||
Translation | (37,427) | (3,291) | ||||
Depreciation | (7,597) | (7,944) | (7,236) | |||
Closing Balance | 49,642 | 84,684 | 95,919 | |||
Fixtures and fittings | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 189,373 | 231,452 | 239,759 | |||
Additions | 65,128 | 39,739 | 14,372 | |||
Disposals | (24,033) | |||||
Translation | 6,558 | |||||
Depreciation | (53,570) | (57,785) | (22,679) | |||
Closing Balance | 207,488 | 189,373 | 231,452 | |||
Motor vehicles. | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 93,325 | |||||
Translation | (21,803) | |||||
Depreciation | (33,006) | |||||
Closing Balance | 38,516 | 93,325 | ||||
Motor vehicles | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 93,780 | 135,850 | 74,055 | |||
Additions | 70,791 | |||||
Translation | (13,734) | |||||
Depreciation | (28,336) | (8,996) | ||||
Closing Balance | 93,780 | 135,850 | ||||
Office equipment | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 10,435 | 12,791 | 1,359 | |||
Additions | 2,688 | 3,893 | 16,658 | |||
Disposals | (1,203) | (214) | ||||
Translation | (2,751) | |||||
Depreciation | (6,364) | (2,295) | (5,012) | |||
Closing Balance | 6,759 | 10,435 | 12,791 | |||
IT equipment | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 32,990 | 42,440 | ||||
Translation | (341) | |||||
Depreciation | (7,473) | (9,564) | ||||
Closing Balance | 25,516 | 32,990 | 42,440 | |||
IT Equipment | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 32,535 | 42,440 | 36,015 | |||
Additions | 18,682 | |||||
Translation | (341) | |||||
Depreciation | (9,564) | (12,257) | ||||
Closing Balance | 32,535 | 42,440 | ||||
Construction in progress [member] | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 825,307 | |||||
Additions | 825,307 | |||||
Reclass | (825,307) | |||||
Closing Balance | 825,307 | |||||
Spa equipment, curtains, crockery, glassware and linen | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 93,710 | 119,496 | 130,301 | |||
Additions | 8,928 | |||||
Disposals | (22) | |||||
Translation | (1,661) | |||||
Depreciation | (35,202) | (24,126) | (19,711) | |||
Closing Balance | $ 58,508 | $ 93,710 | $ 119,496 | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
RIGHT OF USE ASSET AND LEASE _3
RIGHT OF USE ASSET AND LEASE LIABILITY- Carrying amounts of right-of-use assets (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | $ (1,077,241) | $ (1,663,881) | [1] | $ (2,194,073) | [1] |
Depreciation of right-of-use assets | 507,688 | 491,185 | 235,061 | ||
Foreign currency translation | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | (117,959) | (39,007) | |||
Accumulated Depreciation | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | 1,233,934 | 726,246 | 235,061 | ||
Buildings | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | (1,378,312) | (1,378,312) | (1,378,312) | ||
Office space | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | (58,412) | (58,412) | (58,412) | ||
Leasehold property | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | $ (992,410) | $ (992,410) | $ (992,410) | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
RIGHT OF USE ASSET AND LEASE _4
RIGHT OF USE ASSET AND LEASE LIABILITY - maturity analysis of lease liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | $ 9,742,509 | $ 11,129,307 | $ 17,293,970 | ||
Less: finance charges component | (8,411,649) | (9,276,243) | (15,020,231) | ||
Lease liabilities, net | 1,330,860 | 1,853,064 | 2,273,739 | ||
Lease liabilities, current | 436,271 | 545,132 | [1] | 544,551 | [1] |
Lease liabilities, non-current | $ 894,589 | $ 1,307,932 | [1] | 1,729,188 | [1] |
Weighted average discount rate utilized to calculate the present value of the lease liabilities | 11.25% | 11.25% | |||
Within one year | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | $ 436,270 | $ 545,132 | 544,551 | ||
Two to five years | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | 298,594 | 660,034 | 1,214,787 | ||
Thereafter | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | $ 9,007,645 | $ 9,924,141 | $ 15,534,632 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INVESTMENTS AT FAIR VALUE - Sum
INVESTMENTS AT FAIR VALUE - Summary of investments at fair value (Details) - USD ($) | Sep. 11, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of detailed information about investment property [line items] | ||||
Investments at fair value, Total | $ 29,069 | $ 29,076 | $ 28,526 | |
Percentage of interest purchase from investment company | 2.50% | |||
Investments in You Go World | ||||
Disclosure of detailed information about investment property [line items] | ||||
Investments at fair value, Total | 28,698 | 28,698 | 28,155 | |
Other investments | ||||
Disclosure of detailed information about investment property [line items] | ||||
Investments at fair value, Total | $ 371 | $ 378 | $ 371 |
GOODWILL (Details)
GOODWILL (Details) | 12 Months Ended | |
Dec. 31, 2020 USD ($) | ||
Changes in goodwill | ||
Balance at the beginning | $ 1,209,953 | [1] |
Additions - foreign currency translation | 110,147 | |
Balance at the end | $ 1,209,953 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of reconciliation of intangible assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Depreciation | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | $ (1,015,502) | $ (640,814) | $ (358,067) |
Amortization Expense | (424,080) | (359,822) | (268,499) |
Foreign Currency Translation | 9,821 | (14,866) | (14,248) |
Ending balance | (1,429,761) | (1,015,502) | (640,814) |
Net Carrying Amount | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | 1,004,914 | 922,379 | 745,638 |
Software Development Additions | 804,314 | 424,530 | 423,959 |
Purchase of intangibles | 13,234 | ||
Amortization Expense | (424,080) | (359,822) | (268,499) |
Foreign Currency Translation | 9,821 | 4,593 | 21,281 |
Ending balance | 1,394,969 | 1,004,914 | 922,379 |
GeniusU software platform | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | 2,007,182 | 1,563,193 | 1,103,705 |
Software Development Additions | 804,314 | 424,530 | 423,959 |
Foreign Currency Translation | 19,459 | 35,529 | |
Ending balance | 2,811,496 | 2,007,182 | $ 1,563,193 |
Trademarks | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | 13,234 | ||
Purchase of intangibles | 13,234 | ||
Ending balance | $ 13,234 | $ 13,234 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Informations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of sales [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Amortization of intangible assets | $ 424,080 | $ 359,822 | $ 268,499 |
DEFERRED TAX ASSETS AND LIABI_3
DEFERRED TAX ASSETS AND LIABILITIES - Summary of deferred tax assets and (liabilities) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Recognized In Provision for Income Taxes | |||
Property, plant, and equipment | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | $ (979,612) | (1,005,005) | $ (853,231) |
Recognized in Other Comprehensive Income | (69,537) | (218,402) | |
Recognized In Provision for Income Taxes | 96,537 | 94,930 | 66,628 |
Ending Balance | (883,075) | (979,612) | (1,005,005) |
Others | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (8,431) | ||
Recognized In Provision for Income Taxes | 8,431 | (8,431) | |
Ending Balance | (8,431) | ||
Non current assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (988,043) | (1,005,005) | (853,231) |
Recognized in Other Comprehensive Income | (69,537) | (218,402) | |
Recognized In Provision for Income Taxes | 104,968 | 86,499 | 66,628 |
Ending Balance | (883,075) | (988,043) | (1,005,005) |
Receivables | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (11,849) | (11,709) | |
Recognized In Provision for Income Taxes | (140) | ||
Ending Balance | (11,849) | (11,709) | |
Prepaid expenses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (11,849) | (1,536) | |
Recognized In Provision for Income Taxes | (5,346) | 1,536 | |
Ending Balance | (17,195) | (11,849) | |
Other | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 26,452 | ||
Recognized in Other Comprehensive Income | 23,451 | ||
Recognized In Provision for Income Taxes | 116 | 26,452 | |
Ending Balance | 50,019 | 26,452 | |
current assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 14,603 | (11,709) | (71,963) |
Recognized in Other Comprehensive Income | 23,451 | ||
Recognized In Provision for Income Taxes | (5,230) | 26,312 | 60,254 |
Ending Balance | 32,824 | 14,603 | (11,709) |
Depreciation | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 98,015 | 280,070 | |
Recognized In Provision for Income Taxes | (182,056) | ||
Ending Balance | 98,015 | 280,070 | |
Income in Advance | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 98,015 | 105,108 | 117,378 |
Recognized In Provision for Income Taxes | 29,114 | (7,093) | (12,270) |
Ending Balance | 127,129 | 98,015 | 105,108 |
Tax Losses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 174,963 | 373,618 | |
Recognized In Provision for Income Taxes | (174,963) | (198,656) | |
Ending Balance | 174,963 | ||
Net deferred tax and (liabilities) | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (875,425) | (736,645) | (434,198) |
Recognized in Other Comprehensive Income | 23,451 | (69,537) | (218,402) |
Recognized In Provision for Income Taxes | 128,852 | (69,245) | (84,044) |
Ending Balance | $ (723,122) | $ (875,425) | $ (736,645) |
DEFERRED TAX ASSETS AND LIABI_4
DEFERRED TAX ASSETS AND LIABILITIES - Summary of unused tax losses for which no deferred tax assets have been recognized (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
Tax related interest or penalties | 0 | 0 | 0 |
Unused tax losses for which no deferred tax assets has been recognized | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Unused tax losses | (9,982,291) | (6,155,623) | (4,044,750) |
Potential tax benefit of such unused tax losses at applicable statutory tax rates | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Unused tax losses | $ (2,050,255) | $ (1,305,245) | $ (768,413) |
OTHER NONCURRENT ASSETS (Detail
OTHER NONCURRENT ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER NON-CURRENT ASSETS | |||
Other non-current assets | $ 501,750 | $ 516,296 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||||
Accrued expenses | $ 390,138 | $ 233,842 | $ 275,258 | ||
North West Parks Board | 1,177,050 | 1,049,515 | 986,516 | ||
Other taxation payable | 33,314 | 104,368 | 135,381 | ||
VAT | 48,493 | 28,271 | 33,938 | ||
Derivative liability | 250,000 | 250,000 | |||
Sundry payables | 165,307 | 144,226 | 11,497 | ||
Total | $ 2,064,302 | $ 1,810,222 | [1] | $ 1,442,590 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
DEFERRED REVENUE | |||||
Advance bookings for lodges | $ 293,716 | $ 379,305 | $ 399,291 | ||
Educational revenue paid in advance | 1,630,723 | 1,026,700 | 2,724,427 | ||
Other prepaid income | 638,473 | 140,707 | 107,713 | ||
Total | $ 2,561,912 | $ 1,546,712 | [1] | $ 3,231,431 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
DEFERRED REVENUE - Summary of a
DEFERRED REVENUE - Summary of analysis of contractual obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED REVENUE | ||
Deferred revenue, beginning | $ 1,546,712 | $ 3,231,431 |
Addition | 1,773,994 | 1,220,972 |
Usage | (758,794) | (2,905,691) |
Deferred revenue, ending | $ 2,561,912 | $ 1,546,712 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
LOANS PAYABLE | |||||
Loans payable - current portion | $ 65,415 | $ 65,611 | [1] | $ 64,379 | [1] |
Loans payable - non-current portion | 85,858 | 157,629 | [1] | 1,217,509 | [1] |
Total | $ 151,273 | $ 223,240 | $ 1,281,888 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
LOANS PAYABLE - Additional Info
LOANS PAYABLE - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 USD ($) installment | Dec. 31, 2021 USD ($) | Dec. 31, 2021 SGD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 SGD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 SGD ($) | Sep. 30, 2019 SGD ($) | |||
Disclosure of detailed information about borrowings [line items] | ||||||||||
Repayment of principal and accrued interest | $ | $ 71,967 | $ 551,946 | [1] | $ 218,572 | [1] | |||||
Amount of loan settled by the creditor | $ | 400,000 | |||||||||
Lines of credit | ||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||
Aggregate amount of loan | $ 296,912 | $ 400,000 | ||||||||
Repayment of principal and accrued interest | $ 67,220 | $ 91,063 | $ 61,379 | $ 84,614 | $ 15,024 | $ 20,241 | ||||
Lines of credit repayable over 36 monthly installments | ||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||
Aggregate amount of loan | $ 74,228 | $ 100,000 | ||||||||
Number of monthly installments | installment | 36 | |||||||||
Interest rate | 8% | 8% | ||||||||
Margin percentage | 0.88% | 0.88% | ||||||||
Prepayments fee percentage | 6.88% | |||||||||
Lines of credit repayable over 60 monthly installments | ||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||
Aggregate amount of loan | $ 222,684 | $ 300,000 | ||||||||
Number of monthly installments | installment | 60 | |||||||||
Interest rate | 6.25% | 6.25% | ||||||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
LOANS PAYABLE - RELATED PARTI_3
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of detailed information about borrowings [line items] | |||
Subtotal | $ 425,551 | $ 589,502 | $ 832,800 |
Loan payable to related parties for the acquisition of Wealth Dynamics | |||
Disclosure of detailed information about borrowings [line items] | |||
Current portion | 425,551 | 400,000 | 400,000 |
Non-current portion | 400,000 | ||
Subtotal | $ 425,551 | 400,000 | 800,000 |
Other loans payable to related parties | |||
Disclosure of detailed information about borrowings [line items] | |||
Current portion | $ 189,502 | $ 32,800 |
LOANS PAYABLE - RELATED PARTI_4
LOANS PAYABLE - RELATED PARTIES - Additional information (Details) | Dec. 31, 2020 USD ($) |
Loan payable to related parties for the acquisition of Wealth Dynamics | |
Disclosure of detailed information about borrowings [line items] | |
Aggregate amount of loan | $ 400,000 |
LOANS PAYABLE - RELATED PARTI_5
LOANS PAYABLE - RELATED PARTIES - Fee Payment to Related Party (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entrepreneurs Institute Australia Pty Ltd | |||
Disclosure of detailed information about borrowings [line items] | |||
Fees payments to related party | $ 319,464 | $ 509,415 | |
GeniusU Web Services India Pvt Ltd | |||
Disclosure of detailed information about borrowings [line items] | |||
Fees payments to related party | $ 162,930 | $ 215,871 | $ 215,871 |
CONVERTIBLE DEBT OBLIGATIONS (D
CONVERTIBLE DEBT OBLIGATIONS (Details) - Convertible debt obligations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about borrowings [line items] | |||
Convertible debt obligations, beg, gross | $ 1,531,639 | $ 1,918,340 | $ 2,256,178 |
Converted to equity | (257,629) | (386,701) | |
Deferred debt discount | 0 | 0 | (337,838) |
Convertible debt obligations, end, net | 1,274,010 | 1,531,639 | $ 1,918,340 |
Convertible debt obligations, current portion | 507,765 | 1,531,639 | |
Convertible debt obligations, non-current portion | $ 766,245 | $ 1,531,639 |
CONVERTIBLE DEBT OBLIGATIONS -
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2020 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 | |
2020 Convertible Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Aggregate principal amount converted | $ 161,500 | $ 891,400 |
Accrued interest converted | $ 6,170 | $ 23,016 |
Number of shares issued upon conversion of debt | 25,652 | |
2020 Convertible Notes | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 34.87 | |
2020 Convertible Notes | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 | |
2020 Convertible Notes | GeniusU Limited | ||
Disclosure of detailed information about borrowings [line items] | ||
Number of shares issued upon conversion of debt | 13,306 | |
2020 Convertible Notes | GeniusU Limited | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 10 | |
2020 Convertible Notes | GeniusU Limited | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 15 |
CONVERTIBLE DEBT OBLIGATIONS _2
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2021 (Details) | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares shares | |
Maximum | |
Disclosure of detailed information about borrowings [line items] | |
Exercise price | $ 42.86 |
2021 Convertible Notes | Entrepreneur Resorts | |
Disclosure of detailed information about borrowings [line items] | |
Aggregate principal amount converted | $ | $ 992,813 |
Number of shares issued upon conversion of debt | shares | 496,408 |
Exercise price | $ 2 |
CONVERTIBLE DEBT OBLIGATIONS _3
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2019 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Maximum | |||
Disclosure of detailed information about borrowings [line items] | |||
Exercise price | $ 42.86 | ||
2019 Convertible Notes | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal amount converted | $ 47,884 | $ 739,160 | |
Accrued interest converted | $ 229 | $ 111 | |
Number of shares issued upon conversion of debt | 19,605 | ||
Stock Exchange at a price | 70% | ||
Conversion option as a derivative liability with a fair value | $ 783,735 | ||
Debt issuance costs | 134,152 | ||
Interest expense on amortization of debt discount | $ 322,960 | 580,049 | |
2019 Convertible Notes | Entrepreneur Resorts | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal amount converted | $ 992,813 | $ 2,256,178 | |
Number of shares issued upon conversion of debt | 13,487 | 496,408 | |
Exercise price | $ 2 | ||
2019 Convertible Notes | Genius Group Ltd [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal amount converted | $ 1,819,145 | ||
Number of shares issued upon conversion of debt | 1,003 | ||
Convertible note issuances | $ 36,383 | ||
2019 Convertible Notes | Minimum | |||
Disclosure of detailed information about borrowings [line items] | |||
Exercise price | $ 34.87 | ||
2019 Convertible Notes | Minimum | Entrepreneur Resorts | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 10% | ||
2019 Convertible Notes | Minimum | Genius Group Ltd [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 10% | ||
2019 Convertible Notes | Maximum | Entrepreneur Resorts | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 12% | ||
2019 Convertible Notes | Maximum | Genius Group Ltd [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 12% |
CONVERTIBLE DEBT OBLIGATIONS _4
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2020 of year 2020 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 | |
2020 Convertible Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Aggregate principal amount converted | $ 161,500 | $ 891,400 |
Accrued interest converted | $ 6,170 | $ 23,016 |
Number of shares issued upon conversion of debt | 25,652 | |
2020 Convertible Notes | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 34.87 | |
2020 Convertible Notes | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 |
EQUITY - Additional Information
EQUITY - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 21, 2021 shares | Dec. 13, 2020 USD ($) | Apr. 30, 2021 shares | Jan. 31, 2018 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) $ / shares shares | Dec. 31, 2018 shares | |||
EQUITY | ||||||||||
Shares issued | shares | 16,155,810 | |||||||||
Shares outstanding | shares | 16,155,810 | |||||||||
Number of shares issued | shares | 16,155,812 | 16,155,812 | 9,742,998 | 7,926,570 | ||||||
Proceeds from sale of future shares | $ 953,087 | |||||||||
Shares issued for cash | 3,127,442 | $ 2,222,000 | $ 2,599,978 | |||||||
Contributed capital | $ 50,924,276 | $ 50,630,439 | [1] | 26,846,043 | [1] | |||||
Number of shares repurchased | $ 250,000 | $ 656,513 | ||||||||
Tau Game Lodge [Member] | ||||||||||
EQUITY | ||||||||||
Number pf Options for purchase, shares | shares | 233,501 | 233,501 | ||||||||
Subscription receivable amount | $ 140,680 | $ 140,680 | ||||||||
Equity stock split ratio | 1% | 1% | ||||||||
Exercisable price | $ / shares | $ 34.87 | $ 34.87 | $ 21.34 | |||||||
Stock-based compensation expenses | $ 181,559 | $ 101,731 | $ 210,930 | |||||||
Vesting term | 2 years | 2 years | ||||||||
Ordinary shares | ||||||||||
EQUITY | ||||||||||
Proceeds from sale of future shares | $ 3,127,442 | $ 2,222,000 | $ 2,599,978 | |||||||
Ordinary shares | Tau Game Lodge [Member] | ||||||||||
EQUITY | ||||||||||
Number of shares issued | shares | 85,836 | 73,428 | 257,478 | |||||||
Genius U Limited Ordinary Shares [Member] | ||||||||||
EQUITY | ||||||||||
Shares issued for cash | $ 3,308,617 | $ 0 | ||||||||
Genius U Limited Ordinary Shares [Member] | Convertible Debt [Member] | ||||||||||
EQUITY | ||||||||||
Convertible debt obligations | 177,689 | 1,671,188 | ||||||||
Entrepreneur Resorts Limited Ordinary Shares [Member] | ||||||||||
EQUITY | ||||||||||
Shares issued for cash | 953,087 | 0 | ||||||||
Contributed capital | 13,199,435 | |||||||||
Entrepreneur Resorts Limited Ordinary Shares [Member] | Tau Game Lodge [Member] | ||||||||||
EQUITY | ||||||||||
Number pf Options for purchase, shares | 233,501 | |||||||||
Exercisable price | $ / shares | $ 1.30 | |||||||||
Stock-based compensation expenses | $ 88,213 | |||||||||
Entrepreneur Resorts Limited Ordinary Shares [Member] | Convertible Debt [Member] | ||||||||||
EQUITY | ||||||||||
Convertible debt obligations | $ 37,085 | 992,816 | ||||||||
Genius Group Ltd Ordinary Shares [Member] | ||||||||||
EQUITY | ||||||||||
Shares issued for cash | 30,997,810 | $ 6,400,000 | ||||||||
Shares issued for settlement of loan | $ 350,000 | |||||||||
Number pf Options for purchase, shares | 153,042 | |||||||||
Number pf Options for purchase, shares | shares | 73,428 | 257,478 | 12,238 | 42,913 | ||||||
Subscription receivable amount | $ 433,783 | $ 915,763 | $ 668,214 | |||||||
Equity stock split ratio | 1% | 6% | ||||||||
Stock-based compensation expenses | 394,717 | 398,605 | $ 171,768 | |||||||
Unamortized share based compensation | $ 159,265 | $ 75,434 | ||||||||
Genius Group Ltd Ordinary Shares [Member] | Tau Game Lodge [Member] | ||||||||||
EQUITY | ||||||||||
Number of shares issued | shares | 121,902 | 121,902 | ||||||||
Number pf Options for purchase, shares | 20,317 | 20,317 | ||||||||
Number pf Options for purchase, shares | shares | 14,306 | 12,238 | 42,913 | |||||||
Equity stock split ratio | 1% | 1% | ||||||||
Exercisable price | $ / shares | $ 15.45 | |||||||||
Stock-based compensation expenses | $ 91,941 | |||||||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EQUITY - Stock options using th
EQUITY - Stock options using the Black-Scholes option pricing model and used the assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
EQUITY | |||
Risk-free interest rate | 0.73% | 0.13% | 2.50% |
Contractual term (years) | 2 | ||
Expected volatility | 66% | 42% | 39% |
Expected dividends | 0% | 0% | 0% |
Minimum | |||
EQUITY | |||
Contractual term (years) | 1 | 2 | |
Maximum | |||
EQUITY | |||
Contractual term (years) | 3 |
EQUITY - Summary of option acti
EQUITY - Summary of option activity (Details) | 12 Months Ended | |||
Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) $ / shares | Dec. 31, 2018 USD ($) $ / shares | |
No of Options | ||||
Outstanding, beginning balance | 73,428 | 257,478 | ||
Outstanding, ending balance | 85,836 | 73,428 | 257,478 | |
Weighted Average Remaining Life | ||||
Weighted Average Life in Years | 1 year | |||
Stock Option [Member] | ||||
No of Options | ||||
Outstanding, beginning balance | 73,428 | 257,478 | 253,818 | |
Granted | 85,836 | 73,428 | 257,478 | |
Exercised | 257,478 | 253,818 | ||
Expired | 0 | 0 | ||
Outstanding, ending balance | 159,264 | 73,428 | 257,478 | 253,818 |
Weighted Average Share Price | ||||
Outstanding, beginning balance | $ / shares | $ 5.81 | $ 3.56 | $ 2.43 | |
Granted | $ / shares | 5.81 | 5.81 | 3.56 | |
Exercised | $ / shares | 0 | 2.43 | ||
Expired | $ / shares | 0 | 0 | ||
Outstanding, ending balance | $ / shares | $ 5.81 | $ 5.81 | $ 3.56 | $ 2.43 |
Weighted Average Remaining Life | ||||
Weighted Average Life in Years | 1 year | 1 year | 1 year | 1 year |
Granted Weighted average remaining contractual life | 2 years | 0 years | 0 years | |
Share Based Payment Award Aggregate Intrinsic Value [Abstract] | ||||
Outstanding, beginning balance | 97,782 | 580,613 | 119,667 | |
Outstanding, ending balance | 97,782 | 580,613 | 119,667 |
EQUITY - Information related to
EQUITY - Information related to options outstanding (Details) | 12 Months Ended | ||
Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | Dec. 31, 2019 $ / shares | |
Options outstanding | |||
Exercise Price | $ 5.81 | $ 5.81 | $ 3.56 |
Outstanding Number of options | 85,836 | 73,428 | 257,478 |
Weighted Average Life in Years | 1 year |
REVENUES - Disaggregation of re
REVENUES - Disaggregation of revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Campus Revenue | |||
- Sale of goods | $ 3,102,210 | $ 1,280,320 | $ 1,796,961 |
- Rendering of services. | 735,246 | 2,635,035 | |
Campus sub-total | 3,102,210 | 2,015,566 | 4,431,996 |
Education Revenue | |||
- Digital. | 9,676,052 | 5,298,227 | 4,771,253 |
- In-Person. | 319,983 | 745,808 | |
Education sub-total | 9,676,052 | 5,618,210 | 5,517,061 |
Total Revenue | $ 12,778,262 | $ 7,633,776 | $ 9,949,057 |
OTHER OPERATING INCOME (Details
OTHER OPERATING INCOME (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OTHER OPERATING INCOME | |||
Other income | $ 133,519 | $ 81,673 | |
Subsidy from Government | $ 499,300 | ||
Other operating income | $ 499,300 | $ 133,519 | $ 94,131 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
GENERAL AND ADMINISTRATIVE EXPENSES | |||||
Consulting and professional services | $ 660,117 | $ 424,891 | $ 606,738 | ||
Marketing | 73,277 | 72,942 | 814,873 | ||
Rent expense | 250,994 | 144,423 | 457,735 | ||
Repairs and maintenance | 11,144 | 103,152 | 120,023 | ||
Salaries, wages, bonuses and other benefits | 4,197,397 | 3,031,485 | 3,538,114 | ||
Travel | 13,356 | 13,356 | 447,383 | ||
Utilities | 142,019 | 112,027 | 85,319 | ||
Other | 1,151,991 | 1,314,430 | 499,834 | ||
Development charges | 456,180 | 378,010 | 360,933 | ||
Stock-based compensation | 293,837 | 394,717 | 171,768 | ||
Provision for doubtful debts | 39,108 | (161,788) | |||
Total general and administrative expenses | $ 7,211,204 | $ 6,151,221 | [1] | $ 7,102,720 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INTEREST EXPENSE, NET - Company
INTEREST EXPENSE, NET - Company earned interest income and incurred interest expense (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Interest income | |||||
Bank and other cash | $ (74,081) | $ 55,649 | $ 1,996 | ||
Other financial assets - loans | 102,431 | ||||
Total interest income | (74,081) | 55,649 | 104,427 | ||
Interest expense/finance costs | |||||
Lease liabilities | 131,291 | 131,291 | 122,190 | ||
Other interest paid - loans | 103,357 | 455,394 | 266,059 | ||
Amortization of debt discount | 140,837 | 322,947 | 580,049 | ||
Total interest expense/ finance costs | 375,485 | 909,632 | 968,298 | ||
Total interest (expense), net | $ (449,566) | $ (853,983) | [1] | $ (863,871) | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INCOME TAX EXPENSE - Provision
INCOME TAX EXPENSE - Provision for income taxes provisions (benefits) and deferred income tax (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Current tax: | |||||
Current tax on profits for the year | $ 27,265 | ||||
Deferred income tax: | |||||
(Increase) decrease in deferred tax assets | $ (29,230) | $ 155,603 | 210,926 | ||
Decrease in deferred tax liabilities | (99,622) | (86,358) | (126,881) | ||
Deferred income tax | (128,852) | 69,245 | 84,045 | ||
(Benefit from) Provision for income taxes, as previously reported | $ (128,852) | $ 69,245 | [1] | $ 111,310 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INCOME TAX EXPENSE - Reconcilia
INCOME TAX EXPENSE - Reconciliation of income taxes at the statutory rate (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
INCOME TAX EXPENSE | |||||
Income (loss) from continuing operations before provision for income taxes | $ (4,618,050) | $ (3,123,070) | $ (1,119,009) | ||
Tax at the Singapore rate of 17% | (785,069) | (530,922) | (190,232) | ||
Reconciling items: | |||||
Permanent differences | 31,272 | 39,478 | 91,519 | ||
Current period net operating losses not recognized as a deferred tax asset | 743,997 | 407,519 | 272,204 | ||
Rate differential - non-Singapore entities | (55,045) | (24,305) | 188,728 | ||
Other deferred tax activity | (64,007) | 177,474 | 65,317 | ||
(Benefit from) Provision for income taxes, as previously reported | $ (128,852) | $ 69,245 | [1] | $ 111,310 | [1] |
Tax at the Singapore rate | 17% | 17% | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
EARNINGS PER SHARE | |||||
Basic earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | [1] | $ (0.14) | [1] |
Net loss | $ (4,489,198) | $ (3,192,314) | [1] | $ (1,230,319) | [1] |
Non-controlling Interest | (173,959) | (75,159) | |||
Loss attributable to ordinary shareholders | $ (4,663,157) | $ (3,117,155) | $ (1,230,319) | ||
Weighted average number of ordinary shares: | |||||
Issued at the end of the year | 16,155,812 | 16,155,812 | 9,742,998 | ||
Issued in current year | 0 | 6,412,812 | 1,816,428 | ||
Issued at the beginning of the year | 16,155,812 | 9,742,998 | 7,926,570 | ||
Weighted-average number of shares outstanding, basic | 16,155,812 | 12,575,605 | [1] | 8,492,924 | [1] |
Weighted-average number of shares outstanding, diluted | 16,155,812 | 12,575,605 | 8,492,924 | ||
Diluted earnings (loss) per share: | |||||
Share Options | 7,138,140 | 7,138,140 | 377,928 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
FAIR VALUE INFORMATION (Details
FAIR VALUE INFORMATION (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financial liabilities at amortized cost | Accounts payable | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | $ 1,078,381 | $ 821,820 | $ 486,871 |
Financial liabilities at amortized cost | Accounts payable | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,078,381 | 821,820 | 486,871 |
Financial liabilities at amortized cost | Derivative liability | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 250,000 | 250,000 | |
Financial liabilities at amortized cost | Derivative liability | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 250,000 | 250,000 | |
Financial liabilities at amortized cost | Loans payable | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 151,273 | 223,240 | 1,281,888 |
Financial liabilities at amortized cost | Loans payable | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 151,273 | 223,240 | 1,281,888 |
Financial liabilities at amortized cost | Loans payable, related parties | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 425,551 | 589,502 | 832,800 |
Financial liabilities at amortized cost | Loans payable, related parties | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 425,551 | 589,502 | 832,800 |
Financial liabilities at amortized cost | Lease liabilities | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,330,860 | 1,853,064 | 2,273,739 |
Financial liabilities at amortized cost | Lease liabilities | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,330,860 | 1,853,064 | 2,273,739 |
Financial liabilities at amortized cost | Convertible debt obligations, net | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,274,010 | 1,531,639 | 1,918,340 |
Financial liabilities at amortized cost | Convertible debt obligations, net | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,274,010 | 1,531,639 | 1,918,340 |
Financial assets at amortized cost | Cash | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 1,784,938 | 2,273,151 | 3,290,095 |
Financial assets at amortized cost | Cash | Level 1 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 1,784,938 | 2,273,151 | 3,290,095 |
Financial assets at amortized cost | Accounts receivable | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 1,018,003 | 948,341 | 1,263,849 |
Financial assets at amortized cost | Accounts receivable | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 1,018,003 | 948,341 | 1,263,849 |
Financial assets at amortized cost | Other Receivable | Level 3 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 66,000 | ||
Financial assets at amortized cost | Due from related parties | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 44,245 | 53,851 | 97,310 |
Financial assets at amortized cost | Due from related parties | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 44,245 | 53,851 | 67,310 |
Financial assets at fair value through profit or loss | Investments at fair value | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at fair value through profit or loss | 29,069 | 29,076 | 28,526 |
Financial assets at fair value through profit or loss | Investments at fair value | Level 3 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at fair value through profit or loss | $ 29,069 | $ 29,076 | $ 28,526 |
KEY MANAGEMENT COMPENSATION (De
KEY MANAGEMENT COMPENSATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Roger James Hamilton | |||
Disclosure of transactions between related parties [line items] | |||
Salary | $ 593,195 | $ 463,235 | $ 432,411 |
Stock-based | 28,310 | 103,223 | 60,007 |
Total | 621,505 | 566,458 | 492,418 |
Michelle Clarke | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 110,846 | 83,235 | 93,746 |
Stock-based | 4,067 | 18,553 | 15,870 |
Total | 114,913 | 101,788 | 109,616 |
Suraj Naik | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 88,682 | 67,719 | 75,701 |
Stock-based | 3,921 | 13,274 | 11,588 |
Total | 92,603 | 80,993 | 82,289 |
Sandra Morrell | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 40,172 | 151,439 | 165,947 |
Stock-based | 6,748 | 30,284 | 20,150 |
Total | 46,920 | 181,723 | 186,097 |
Patrick Grove | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 8,889 | 8,705 | |
Stock-based | 34,870 | ||
Total | 8,889 | 43,575 | |
Nic Lim | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 8,889 | 6,964 | 5,882 |
Stock-based | 36,614 | ||
Total | 8,889 | 43,578 | 5,882 |
Anna Gong | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 8,889 | 8,705 | 5,882 |
Stock-based | 34,870 | ||
Total | 8,889 | 43,575 | 5,882 |
Jeremy Harris | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 67,548 | 39,652 | 50,688 |
Stock-based | 594 | 8,578 | |
Total | 68,142 | 48,230 | 50,688 |
Dennis DuBois | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 24,000 | 20,400 | 24,000 |
Stock-based | 3,592 | ||
Total | 24,000 | 23,992 | 24,000 |
Lisa Bovio | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 24,000 | 20,400 | 24,000 |
Stock-based | 3,592 | ||
Total | $ 24,000 | $ 23,992 | $ 24,000 |
SEGMENT REPORTING - Segment inf
SEGMENT REPORTING - Segment information (Details) | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |||
Disclosure of operating segments [line items] | ||||||
Number of reportable business segments | segment | 2 | 2 | ||||
Revenue | $ 12,778,262 | $ 7,633,776 | [1] | $ 9,949,057 | [1] | |
Depreciation and Amortization | 1,574,913 | 1,570,593 | 1,262,108 | |||
(Loss) income from Operations | (4,168,484) | (2,680,849) | [1] | (1,038,873) | [1] | |
Net Profit or Loss | (4,618,050) | (3,123,069) | [1] | (1,119,009) | [1] | |
Interest expense, net | 449,566 | 853,983 | [1] | 863,871 | [1] | |
Capital Expenditures | 671,587 | 1,060,124 | ||||
Total Property and Equipment, net | 6,776,116 | 7,596,990 | [2] | 7,399,412 | [2] | $ 6,261,425 |
Total Assets | 17,595,407 | 16,957,713 | [2] | 17,560,148 | [2] | |
Total Liabilities | 9,609,411 | 9,251,624 | [2] | 12,229,451 | [2] | |
Depreciation and amortization | 38,864 | 40,906 | [1] | 47,537 | [1] | |
Education | ||||||
Disclosure of operating segments [line items] | ||||||
Revenue | 9,676,052 | 5,618,210 | 5,517,061 | |||
Depreciation and Amortization | 426,740 | 616,195 | 276,798 | |||
(Loss) income from Operations | (2,153,975) | 306,710 | (1,205,784) | |||
Net Profit or Loss | (2,252,794) | (53,722) | ||||
Interest expense, net | 98,819 | 107,833 | ||||
Capital Expenditures | 437,764 | 423,959 | ||||
Total Property and Equipment, net | 15,442 | 10,881 | 11,519 | |||
Total Assets | 5,122,967 | 3,336,242 | 3,523,344 | |||
Total Liabilities | 3,589,315 | 5,852,323 | 4,468,709 | |||
Campus | ||||||
Disclosure of operating segments [line items] | ||||||
Revenue | 3,102,210 | 2,015,566 | 4,431,996 | |||
Depreciation and Amortization | 1,148,173 | 954,398 | 985,310 | |||
(Loss) income from Operations | (2,014,508) | (2,987,559) | 166,911 | |||
Net Profit or Loss | (2,365,255) | (3,069,347) | ||||
Interest expense, net | 350,747 | 746,150 | 863,871 | |||
Capital Expenditures | 233,823 | 636,165 | ||||
Total Property and Equipment, net | 6,760,674 | 7,586,109 | 7,387,893 | |||
Total Assets | 12,472,440 | 13,621,471 | 14,036,804 | |||
Total Liabilities | 6,020,096 | 3,399,301 | 7,760,742 | |||
Campus | Cost of revenue | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and amortization | 1,109,309 | 937,773 | 913,492 | |||
Campus | Operating expenses. | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and amortization | $ 38,864 | $ 47,537 | $ 40,906 | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
SEGMENT REPORTING - Revenue and
SEGMENT REPORTING - Revenue and Non current assets by geographic location (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of geographical areas [line items] | |||||
Revenue | $ 12,778,262 | $ 7,633,776 | [1] | $ 9,949,057 | [1] |
Non-current assets | 11,099,245 | 12,021,110 | 11,754,343 | ||
Europe / Middle East / Africa | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 5,185,588 | 3,078,736 | 3,770,628 | ||
Non-current assets | 8,477,393 | 504,655 | 7,786,240 | ||
Asia / Pacific | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 4,894,073 | 2,959,709 | 4,588,530 | ||
Non-current assets | 2,120,102 | 11,000,159 | 3,968,103 | ||
North America / South America | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 2,698,601 | 1,595,331 | 1,589,899 | ||
Non-current assets | 501,750 | 516,296 | |||
Education | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 9,676,052 | 5,618,210 | 5,517,061 | ||
Non-current assets | 502,352 | 1,016,870 | 962,424 | ||
Education | Europe / Middle East / Africa | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 3,630,760 | 2,068,037 | 1,818,859 | ||
Non-current assets | 602 | 802 | |||
Education | Asia / Pacific | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 3,346,691 | 1,954,842 | 2,108,503 | ||
Non-current assets | 499,772 | 962,424 | |||
Education | North America / South America | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 2,698,601 | 1,595,331 | 1,589,899 | ||
Non-current assets | 501,750 | 516,296 | |||
Campus | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 3,102,210 | 2,015,566 | 4,431,996 | ||
Non-current assets | 10,596,893 | 11,004,240 | 10,791,919 | ||
Campus | Europe / Middle East / Africa | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 1,554,828 | 1,010,699 | 1,951,769 | ||
Non-current assets | 8,476,791 | 503,853 | 7,786,240 | ||
Campus | Asia / Pacific | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 1,547,382 | 1,004,867 | 2,480,027 | ||
Non-current assets | $ 2,120,102 | $ 10,500,388 | $ 3,005,679 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EVENTS AFTER THE REPORTING PE_2
EVENTS AFTER THE REPORTING PERIOD (Details - Convertible Debt Obligations) - USD ($) | 4 Months Ended | |
Jan. 01, 2021 | Apr. 30, 2022 | |
Disclosure of non-adjusting events after reporting period [line items] | ||
Amount of principal and accrued interest converted | $ 6,170 | |
Debt conversion | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Amount of principal and accrued interest converted | $ 161,500 | $ 229,237 |
Number of shares issued upon conversion of debt | 13,307 | 38,206 |
EVENTS AFTER THE REPORTING PE_3
EVENTS AFTER THE REPORTING PERIOD (Details - Shares Issued for Cash) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of non-adjusting events after reporting period [line items] | ||||
Proceeds from sale of future shares | $ 953,087 | |||
Shares Issued for Cash | GeniusU | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Aggregate non-controlling interest sold (as a percent) | 0.61% | 2.45% | ||
Proceeds from sale of future shares | $ 2,652,577 | $ 1,528,000 | ||
Aggregate issuance costs incurred | $ 53,052 | $ 30,560 |
EVENTS AFTER THE REPORTING PE_4
EVENTS AFTER THE REPORTING PERIOD (Details - Initial Public Offering) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 12, 2022 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Proceeds from sale of future shares | $ 953,087 | ||||
Ordinary shares | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Proceeds from sale of future shares | $ 3,127,442 | $ 2,222,000 | $ 2,599,978 | ||
Initial Public Offering | Ordinary shares | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Number of ordinary shares | 3,272,727 | 63,842 | |||
IPO price | $ 6 |
EVENTS AFTER THE REPORTING PE_5
EVENTS AFTER THE REPORTING PERIOD (Details - Business Combinations, Education Angels) £ in Millions, $ in Millions, $ in Millions | Apr. 21, 2022 item | Oct. 22, 2020 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) | Oct. 22, 2020 NZD ($) |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Purchase consideration | $ 4.7 | £ 3.6 | |||
Education Angels | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Voting interest acquired (in percent) | 100% | 100% | |||
Purchase consideration | $ 2 | $ 3 | |||
Education Angels | Minimum | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Threshold term where the sellers agreed not to sell any shares | 0 years | ||||
Education Angels | Maximum | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Threshold term where the sellers agreed not to sell any shares | 5 years | ||||
Business Combinations | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Number of additional acquisitions | 2 | ||||
Business Combinations | Education Angels | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Voting interest acquired (in percent) | 100% | 100% | |||
Purchase consideration | $ 2 | $ 3 | |||
Percentage of payment in shares | 100% | ||||
Business Combinations | Education Angels | David Hitchins | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Threshold term where the sellers agreed not to sell any shares | 6 months | ||||
Business Combinations | Education Angels | Angie Stead | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Threshold term where the sellers agreed not to sell any shares | 12 months |
EVENTS AFTER THE REPORTING PE_6
EVENTS AFTER THE REPORTING PERIOD (Details - Business Combinations, Property Investors Network Ltd and Mastermind Principles Ltd) - Nov. 30, 2020 - Property Investors Network Ltd and Mastermind Principles Ltd £ in Millions, $ in Millions | GBP (£) company item | USD ($) company item |
Disclosure of non-adjusting events after reporting period [line items] | ||
Percentage of shares acquired | 100% | 100% |
Number of companies in the agreement | item | 50 | 50 |
Percentage of payment in cash | 10% | 10% |
Percentage of payment in shares | 90% | 90% |
Business Combinations | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Percentage of shares acquired | 100% | 100% |
Number of companies in the agreement | company | 2 | 2 |
Percentage of payment in cash | 10% | 10% |
Percentage of payment in shares | 90% | 90% |
Business Combinations | Property Mastermind International Pte Ltd | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Payments made on behalf of the seller to pay off part of the outstanding loans | £ 1.5 | $ 2 |
Term for repayments of remaining unpaid loans | 3 years | 3 years |
EVENTS AFTER THE REPORTING PE_7
EVENTS AFTER THE REPORTING PERIOD (Details - Business Combinations, University of Antelope Valley) - University of Antelope Valley - USD ($) $ in Millions | Mar. 24, 2022 | Dec. 31, 2021 | Mar. 21, 2021 |
Disclosure of non-adjusting events after reporting period [line items] | |||
Cash payments to acquire business | $ 6.5 | $ 24 | |
Consideration made up of shares | $ 6 | $ 6 | |
Business Combinations | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Cash payments to acquire business | $ 7 | ||
Shares transferred as consideration | 1 | ||
Consideration made up of shares | $ 6 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | Dec. 31, 2019 USD ($) | |
Current Assets | ||
Cash and cash equivalents | $ 3,290,095 | [1] |
Accounts receivable, net | 1,263,849 | [2] |
Due from related parties | 67,310 | [2] |
Inventories | 119,516 | [2] |
Prepaid expenses and other current assets | 1,065,035 | [2] |
Total Current Assets | 5,805,805 | [2] |
Property and equipment, net | 7,399,412 | [2] |
Operating lease right-of-use asset | 2,194,073 | [2] |
Investments at fair value | 28,526 | [2] |
Goodwill | 1,209,953 | [2] |
Intangible assets, net | 922,379 | [2] |
Total Assets | 17,560,148 | [2] |
Current Liabilities | ||
Accounts payable | 486,871 | [2] |
Accrued expenses and other current liabilities | 1,442,590 | [2] |
Deferred revenue | 3,231,431 | [2] |
Lease liabilities, current | 544,551 | [2] |
Loans payable - current portion | 64,379 | [2] |
Loans payable - related parties - current portion | 432,800 | [2] |
Total Current Liabilities | 6,202,622 | [2] |
Operating lease liabilities - non-current portion | 1,729,188 | [2] |
Loans payable - non-current portion | 1,217,509 | [2] |
Loans payable - related parties - noncurrent portion | 400,000 | [2] |
Convertible debt obligations, non-current portion | 1,918,340 | [2] |
Deferred tax liability | 736,645 | [2] |
Other non-current liabilities | 25,147 | [2] |
Total Liabilities | 12,229,451 | [2] |
Commitments and Contingencies Stockholders' Equity: | ||
Contributed capital | 26,846,043 | [2] |
Subscriptions receivable | (1,125,774) | [2] |
Reserves | (13,844,404) | [2] |
Accumulated deficit | (6,050,692) | [2] |
Treasury stock, at cost | (494,476) | [2] |
Capital and reserves attributable to owners of Genius Group Ltd | 5,330,697 | [2] |
Total Stockholders' Equity | 5,330,697 | [2] |
Total Liabilities and Stockholders' Equity | $ 17,560,148 | [2] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF FI_3
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | ||
Convertible debt obligations, debt discount | $ 0 | $ 337,838 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||
Revenue | $ 12,778,262 | $ 7,633,776 | [1] | $ 9,949,057 | [1] | |
Cost of revenue | (10,020,804) | (4,134,108) | [1] | (5,024,302) | [1] | |
Gross profit | 2,757,458 | 3,499,668 | [1] | 4,924,755 | [1] | |
Operating (Expenses) Income | ||||||
General and administrative | (7,211,204) | (6,151,221) | [1] | (7,102,720) | [1] | |
Depreciation and amortization | (38,864) | (40,906) | [1] | (47,537) | [1] | |
Other operating income | 490,300 | 133,519 | [1] | 94,131 | [1] | |
Bargain purchase gain | [1] | 1,060,794 | ||||
Loss from foreign currency transactions | (166,174) | (121,909) | [1] | 31,704 | [1] | |
Total operating expenses | (6,925,942) | (6,180,517) | [1] | (5,963,628) | [1] | |
Loss from Operations | (4,168,484) | (2,680,849) | [1] | (1,038,873) | [1] | |
(Expense) Income | ||||||
Interest expense, net | (449,566) | (853,983) | [1] | (863,871) | [1] | |
Change in fair value of derivative liabilities | [1] | 783,735 | ||||
Other income | [1] | 411,763 | ||||
Total Other Expense | (449,566) | (442,220) | [1] | (80,136) | [1] | |
Loss Before Income Tax | (4,618,050) | (3,123,069) | [1] | (1,119,009) | [1] | |
Income Tax Benefit (Expense) | 128,852 | (69,245) | [1] | (111,310) | [1] | |
Net Loss | (4,489,198) | (3,192,314) | [1] | (1,230,319) | [1] | |
Other comprehensive income: | ||||||
Foreign currency translation | 230,081 | 2,129,081 | [1] | (308,172) | [1] | |
Total Comprehensive Loss | (4,259,117) | (1,063,233) | [1] | (1,538,491) | [1] | |
Total Comprehensive Loss is attributable to: | ||||||
Owners of Genius Group Ltd | (4,085,158) | (1,006,037) | [1] | (1,538,491) | [1] | |
Non controlling interest | (173,959) | (57,196) | [1] | |||
Total Comprehensive Loss | $ (4,259,117) | $ (1,063,233) | [1] | $ (1,538,491) | [1] | |
Weighted-average number of shares outstanding, basic | 16,155,812 | 12,575,605 | [1] | 8,492,924 | [1] | |
Weighted-average number of shares outstanding, diluted | 16,155,812 | 12,575,605 | 8,492,924 | |||
Basic earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | [1] | $ (0.14) | [1] | |
Diluted earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | $ (0.14) | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Issued capital [member] | Non-controlling interests [member] | Subscriptions Receivable | Reserve of exchange differences on translation [member] | Other reserves [member] | Treasury shares [member] | Retained earnings [member] | Total | ||
Balance at the beginning, as restated at Dec. 31, 2018 | $ 16,460,431 | $ (14,895) | $ (5,123,337) | $ (132,501) | $ (5,071,564) | $ 6,118,134 | ||||
Net loss | (1,230,319) | (1,230,319) | [1] | |||||||
Foreign currency translation | (308,172) | (308,172) | [1] | |||||||
Shares issued for cash | 2,599,978 | 2,599,978 | ||||||||
Shares issued for conversion of convertible notes | 1,125,774 | $ (1,125,774) | ||||||||
Shares issued for acquisition of Entrepreneur Resorts Ltd | 6,400,000 | 398,748 | 6,798,748 | |||||||
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 | [2] | (8,398,000) | (8,398,000) | |||||||
Balance at the end. at Dec. 31, 2019 | 26,846,043 | (1,125,774) | (323,067) | (13,521,337) | (494,476) | (6,050,692) | 5,330,697 | [2] | ||
Balance at the end at Dec. 31, 2019 | (6,050,692) | 5,330,697 | ||||||||
Net loss | (3,192,315) | (3,192,315) | [1] | |||||||
Foreign currency translation | 2,129,081 | 2,129,081 | [1] | |||||||
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 | ||||||||
Resale of treasury stock | 0 | |||||||||
Adjustments to book value method | [1] | (20,379,513) | (20,379,513) | |||||||
Balance at the end. at Dec. 31, 2020 | 50,630,439 | 257,154 | (1,900,857) | 1,788,051 | (33,900,850) | (9,167,848) | 7,706,089 | [2] | ||
Balance at the end at Dec. 31, 2020 | 257,154 | (9,167,848) | 7,706,089 | |||||||
Net loss | (4,489,198) | (4,489,198) | ||||||||
Foreign currency translation | 230,081 | 230,081 | ||||||||
Adjustment against capital and retained earnings | (16,517) | (16,517) | ||||||||
Shares issued for cash | 3,127,442 | 3,127,442 | ||||||||
Shares issued for conversion of convertible notes | 181,175 | 181,175 | ||||||||
Funds received for shares to be issued | 953,087 | 953,087 | ||||||||
Non-controlling Interest | (3,308,617) | 3,134,658 | 10,597 | 163,362 | ||||||
Share based compensation | 293,837 | 293,837 | ||||||||
Balance at the end. at Dec. 31, 2021 | $ 50,924,276 | $ 4,344,899 | $ (1,900,857) | $ 2,028,729 | $ (33,917,367) | $ (13,493,684) | $ 7,985,996 | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash Flows From Operating Activities | |||
Net loss | [1] | $ (3,192,315) | $ (1,230,319) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | [1] | 398,605 | 171,768 |
Depreciation and amortization | [1] | 1,570,593 | 1,262,108 |
Bargain purchase gain | [1] | (1,060,794) | |
Amortization of deferred tax liability | [1] | (68,808) | |
Amortization of debt discount | [1] | 322,947 | 580,049 |
Provision for doubtful debts | [1] | 161,788 | |
Loss (gain) on foreign exchange transactions | [1] | 121,904 | (31,704) |
Loss on disposal of property and equipment | [1] | 294 | |
Change in fair value of derivative liabilities | [1] | (783,735) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | [1] | 157,720 | (557,044) |
Prepaid expenses and other current assets | [1] | (483,682) | (699,189) |
Inventory | [1] | (6,973) | (27,793) |
Accounts payable | [1] | 334,949 | (138,625) |
Accrued expenses and other current liabilities | [1] | 117,632 | 290,219 |
Deferred revenue | [1] | (1,684,719) | 833,050 |
Deferred tax liability | [1] | 138,053 | 84,046 |
Other non-current liabilities | [1] | (25,147) | 22,323 |
Total adjustments | [1] | 1,065,101 | (55,321) |
Net Cash Used In Operating Activities | [1] | (2,127,213) | (1,285,640) |
Cash Flows From Investing Activities | |||
Purchase of intangible assets | [1] | (437,764) | (423,959) |
Purchase of equipment | [1] | (233,823) | (636,165) |
Sale of equipment | [1] | 25,236 | 3,545 |
Acquisition of Entrepreneurs Institute | [1] | (800,000) | |
Cash paid in Matla acquisition | [1] | (1) | |
Cash acquired in Matla acquisition | [1] | 14,759 | |
Purchase of investment in Health360 | [1] | (373) | |
Deposit on investment in UAV | [1] | (516,296) | |
Net Cash Used In Investing Activities | [1] | (1,162,647) | (1,842,194) |
Cash Flows From Financing Activities | |||
Amount due to/from related party | [1] | 13,459 | 48,066 |
Dividends paid | [1] | (147,557) | |
Purchase of treasury stock | [1] | (656,513) | |
Proceeds from sale of treasury stock | [1] | 382,630 | |
Proceeds from convertible debt, net of issuance costs | [1] | 1,819,145 | 2,256,178 |
Convertible debt issuance costs | [1] | (134,151) | |
Proceeds from equity issuances, net of issuance costs | [1] | 2,222,000 | 2,599,978 |
Operating lease liability | [1] | (420,675) | (153,437) |
Repayments of loans payable | [1] | (551,946) | (218,572) |
Net Cash Provided By Financing Activities | [1] | 3,081,983 | 3,976,622 |
Effect of Exchange Rate Changes on Cash | [1] | (809,067) | (296,582) |
Net Increase (Decrease) In Cash | [1] | (1,016,944) | 552,206 |
Cash - Beginning of year | [1] | 3,290,095 | 2,737,889 |
Cash - End of year | [1] | 2,273,151 | 3,290,095 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the period for interest | [1] | 335,606 | 266,059 |
Non-Cash Investing and Financing Activities | |||
Debt Discount For Derivative Liability | [1] | 783,735 | |
ROU asset for lease liability | [1] | 2,427,176 | |
Treasury stock adjustment | [1] | 494,476 | |
Condonation of loan | [1] | 400,000 | |
Shares issued for subscription receivable | [1] | 915,763 | 1,125,774 |
Shares issued in satisfaction of a liability, net of derivative liability (2020: $250,000) | [1] | 100,000 | |
Shares issued for the acquisition of Entrepreneur Resorts and Wealth Dynamics | 17,798,374 | ||
Shares issued for the acquisition of Entrepreneur Resorts and Entrepreneurs Institute | [1] | 17,798,374 | 6,400,000 |
Shares issued for conversion of convertible notes | [1] | $ 2,664,004 | |
Loan payable for the acquisition of Entrepreneurs Institute | [1] | $ 800,000 | |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CONSOLIDATED STATEMENTS OF CA_4
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Shares Issued In Satisfaction Of Derivative Liability | $ 250,000 |
BUSINESS ORGANIZATION AND NAT_3
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 — BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Genius Group Ltd is a limited company incorporated on November 30, 2015 and domiciled in Singapore. The registered office and principal place of business of Genius Group Ltd is 8 Amoy Street, #01-01, Singapore 049950. Genius Group Ltd operates through its subsidiaries, GeniusU Ltd, which provides full entrepreneur education system business development tools and management consultancy services to entrepreneurs and Entrepreneur Resorts. Entrepreneur Resorts (“ERL”) was incorporated in Seychelles on May 9, 2017, and represent a group of resorts, retreats and co-working cafes for entrepreneurs. Entrepreneur Resorts owns resorts in Bali and South Africa which run entrepreneur retreats and workshops. It also owns Genius Café, an entrepreneur beach club in Bali, and Genius Central Singapore Pte Ltd, an entrepreneur co-working hub in Singapore. As of the January 1, 2020, Genius Group Ltd and Entrepreneur Resorts were held under the common control of a shared director (the “Director”). In July 2020, Genius Group Ltd acquired a majority interest in Entrepreneur Resorts to form a consolidated group. The accompanying consolidated financial statements of Genius Group Ltd and Entrepreneur Resorts, after elimination of all intercompany accounts and transactions, present the historical consolidated statements of financial positions, operations and comprehensive loss, changes in stockholders’ equity, and cash flows of the group. These consolidated financial statements have been derived from the accounting records of Genius Group Ltd and Entrepreneur Resorts and should be read in conjunction with the accompanying notes hereto. In January 2020, the World Health Organization declared the COVID 19 virus an international pandemic. The virus spread throughout the world with unfavorable stock market condition during the beginning of March 2020. During March 2020, multiple countries went into a national enforced shut down. These lock downs put significant strain on the world economy and on companies worldwide. The Company has taken measures to control costs and is emphasizing its digital business given these conditions. Specific cost savings and government support resulted in a decrease to operating expenses of $0.74 million contributed by ➢ Government Job Support Scheme $0.23 million which we received for Genius Central Singapore Pte Ltd (0.10 million), Wealth Dynamics Pte Ltd (0.02 million) and Tau Game Lodge (0.11 million) ➢ Rental waiver of $0.12 million for Genius Central Singapore ➢ Insurance support $0.10 million for our resort in South Africa which includes $0.08 million for Tau Game Lodge and 0.02 million for Matla Game Lodge ➢ Reduced or deferred salaries $0.29 million resulted in reduction of expense of $0.16 million for GeniusU, $0.02 million for Genius Group, $0.06 million for Entrepreneur Resorts Limited and $0.05 million for Tau Game Lodge. General cost reductions across the Group in response to COVID-19 of 5% reduced operating expenses by approximately $0.35 million. In 2021, the Group received government subsidies amounting to $490,300 reported under other operating income (Note 22). The imposed ‘lock down’ and associated social distancing measures have had a significant effect on economic activity and have hurt in particular businesses in the travel, entertainment and leisure sectors. To cater to this unprecedented pandemic scenario, governments across the globe have enacted many emergency funding and support schemes in order to alleviate the hopefully short-term liquidity difficulties encountered by businesses and individuals. Such measures include corporate guarantee and liquidity measures, deferral of state taxes and/or suspension for debt obligations, measures to allow businesses to implement forbearance and furlough measures while the employees receive reasonable proportion of salaries and benefits. The Company has been able to avail itself of such measures as available to it which has been of assistance to survive the financial impact of the pandemic. | NOTE 1 — BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Genius Group Ltd is a limited company incorporated on November 30, 2015 and domiciled in Singapore. The registered office and principal place of business of Genius Group Ltd is 8 Amoy Street, #01-01, Singapore 049950. Genius Group Ltd operates through its subsidiaries, GeniusU Ltd, which provides a full entrepreneur education system business development tools and management consultancy services to entrepreneurs and Entrepreneur Resorts. Entrepreneur Resorts were incorporated in Seychelles on May 9, 2017, and represent a group of resorts, retreats and co-working cafes for entrepreneurs. Entrepreneur Resorts owns resorts in Bali and South Africa which run entrepreneur retreats and workshops. It also owns Genius Café, an entrepreneur beach club in Bali, and Genius Central Singapore Pte Ltd, an entrepreneur co-working hub in Singapore. As of the December 31, 2019, Genius Group Ltd and Entrepreneur Resorts were held under the common control of a shared director (the “Director”). In July 2020, Genius Group Ltd acquired a majority interest in Entrepreneur Resorts to form a consolidated group. The accompanying consolidated financial statements of Genius Group Ltd and Entrepreneur Resorts, after elimination of all intercompany accounts and transactions, present the historical consolidated statements of financial positions, operations and comprehensive loss, changes in stockholders’ equity, and cash flows of the Company. These consolidated financial statements have been derived from the accounting records of Genius Group Ltd and Entrepreneur Resorts and should be read in conjunction with the accompanying notes hereto. In January 2020, the World Health Organization declared the COVID 19 virus an international pandemic. The virus spread throughout the world with unfavorable stock market condition during the beginning of March 2020. During March 2020, multiple countries went into a national enforced shut down. These lock downs put significant strain on the world economy and on companies worldwide. The Company has taken measures to control costs and is emphasizing its digital business given these conditions. Specific cost savings and government support resulted in a decrease to operating expenses of $0.74 million contributed by ● Government Job Support Scheme $0.23 million which we received for Genius Central Singapore Pte Ltd ( 0.10 million), Entrepreneurs Institute ( 0.02 million) and Tau Game Lodge ( 0.11 million) ● Rental waiver of $0.12 million for Genius Central Singapore ● Insurance support $0.10 million for our resort in South Africa which includes $0.08 million for Tau Game Lodge and 0.02 million for Matla Game Lodge ● Reduced or deferred salaries $0.29 million resulted in reduction of expense of $0.16 million for GeniusU, $0.02 million for Genius Group, $0.06 million for Entrepreneur Resorts Limited and $0.05 million for Tau Game Lodge. General cost reductions across the Group in response to COVID-19 of 5% reduced operating expenses by approximately $0.35 million. The imposed ‘lock down’ and associated social distancing measures have had a significant effect on economic activity and have hurt in particular businesses in the travel, entertainment and leisure sectors. To cater to this unprecedented pandemic scenario, governments across the globe have enacted many emergency funding and support schemes in order to alleviate the hopefully short-term liquidity difficulties encountered by businesses and individuals. Such measures include corporate guarantee and liquidity measures, deferral of state taxes and/or suspension for debt obligations, measures to allow businesses to implement forbearance and furlough measures while the employees receive reasonable proportion of salaries and benefits. The Company has been able to avail itself of such measures as available to it which has been of assistance to survive the financial impact of the pandemic. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through the use of its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as of the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising from the acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company has elected to account for common control business combinations using the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity, as if the acquisition had taken place at the beginning of the earliest period presented. On the acquisition date, the Company records any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholders’ Equity. Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in statement of operations and comprehensive loss. Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2021, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ➢ it is technologically feasible to complete the asset so that it will be available for use or sale. ➢ there is an intention to complete and use or sell it. ➢ there is an ability to use or sell it. ➢ it will generate probable future economic benefits. ➢ there are available technical, financial and other resources to complete the development and to use or sell the asset. ➢ the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ➢ first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ➢ then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ➢ Mandatorily at fair value through profit or loss; or ➢ Designated as of fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ➢ Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ➢ Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as of amortized cost or at fair value through other comprehensive income); or ➢ Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ➢ Amortized cost; ➢ Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ➢ Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ➢ the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as of fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as of fair value through other comprehensive income. The designation as of fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as of fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 27, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ➢ a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ➢ a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. Leases The Company accounts for its various operating leases in accordance with adopted IFRS 16, Leases (“IFRS 16’) on January 1, 2019. Management assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to assess whether a contract is or contains a lease, management determines whether the asset under consideration is “identified,” which means that the asset is either explicitly or implicitly specified in the contract and that the supplier does not have a substantial right of substitution throughout the period of use. Once management has concluded that the contract includes an identified asset, the right to control the use thereof is considered. To this end, control over the use of an identified asset only exists when the Company has the right to substantially all of the economic benefits from the use of the asset as well as the right to direct the use of the asset. Pursuant to IFRS 16, a lease liability and corresponding right-of-use asset are recognized at the lease commencement date for all lease agreements for which the Company is a lessee. Details of leasing arrangements where the Company is a lessee are presented in Note 9, Right of Use Asset and Lease Liability. Right-of-use assets Right-of-use assets are presented as a separate line item on the consolidated statement of financial position. Lease payments included in the measurement of the lease liability comprise the following: ➢ the initial amount of the corresponding lease liability; ➢ any lease payments made at or before the commencement date; ➢ any initial direct costs incurred; ➢ any estimated costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, when the Company incurs an obligation to do so, unless these costs are incurred to produce inventories; and ➢ less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of a lease. For right-of-use assets which are depreciated over their useful lives, the useful lives are determined consistently with items of the same class of property and equipment. Refer to the accounting policy for property and equipment for details of useful lives. The residual value, useful life and de | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through use its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. Business Combinations (as restated) The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in stockholders’ equity are recognized in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company previously elected to account for common control business combinations using a modified acquisition method. This accounting policy was applied consistently to similar transactions. The Company’s policy was to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to restate the common control entity’s identifiable assets, liabilities and contingent liabilities to their fair values as of the acquisition date and record goodwill, similar to the acquisition method. The Company has changed its policy to correct its accounting for common control business combinations, from the modified acquisition method to the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to record any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholder’s Equity. Restatement of the Consolidated Financial Statements The Company has restated its consolidated financial statements as of and for the years ended December 31, 2020 and 2019 as a result of the correction to the policy for accounting for common control business combinations, as noted above. See Note 4 — Business Combinations. See Note 35 — Restatement of Previously Issued Audited Consolidated Financial Statements for additional information regarding the restatement adjustments made to the consolidated financial statements as a result of the above noted accounting policy correction for common control business combinations. Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in investment income. Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2019, the Company had $825,307 of construction in progress that had been placed into service in February 2020. As of December 31, 2020, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ● it is technically feasible to complete the asset so that it will be available for use or sale. ● there is an intention to complete and use or sell it. ● there is an ability to use or sell it. ● it will generate probable future economic benefits. ● there are available technical, financial and other resources to complete the development and to use or sell the asset. ● the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. In addition, Entrepreneurs Institute developed content, customer relationships, and trade names and trademarks were recognized as part of the acquisition accounting in August 2019, and Entrepreneur Resorts’ developed content, trade names and trademarks, and databases were recognized as part of the acquisition accounting in July 2020. Developed content is being amortized over ten years, and customer relationships and databases are being amortized over seven years. Trade names and trademarks have been determined to have an indefinite useful life. See Note 4 — Business Combinations. Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ● first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ● then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ● Mandatorily at fair value through profit or loss; or ● Designated as at fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ● Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ● Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as at amortized cost or at fair value through other comprehensive income); or ● Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ● Amortized cost; ● Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ● Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ● the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as at fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as at fair value through other comprehensive income. The designation as at fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as at fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. Loans payable and convertible debt Loans payable are recognized when the Company becomes a party to the contractual provisions of the loan and are classified as financial liabilities subsequently measured at amortized cost. The loans are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. Interest expense, calculated on the effective interest method, is included in profit or loss. Borrowings expose the Company to liquidity risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ● a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ● a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different per |
RECENT ACCOUNTING PRONOUNCEME_3
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ||
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards Standard/Interpretation Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 effective for periods beginning January 1, 2021 did not materially impact the Company’s consolidated financial statements. Recent Accounting Standards Not Yet Adopted Effective for periods Standard/Interpretation beginning on or after 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 2018-2021 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 The Company expects that the adoption of the standards above will have no material impact on the consolidated financial statements in the year of initial application. | NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards Effective for periods Standard/Interpretation 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 The adoption of the standards above did not materially impact the Company’s consolidated financial statements. Recent Accounting Standards Not Yet Adopted Effective for periods Standard/Interpretation 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 The Company expects that the adoption of the standards above will have no material impact on the consolidated financial statements in the year of initial application. |
BUSINESS COMBINATIONS_2
BUSINESS COMBINATIONS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BUSINESS COMBINATIONS | ||
BUSINESS COMBINATIONS | NOTE 4 — BUSINESS COMBINATIONS Genius Group Ltd.’s Acquisition of Entrepreneur Resorts On July 17, 2020, Genius Group Ltd acquired 97.8% of the voting equity interest of Entrepreneur Resorts, an entity under common control with Genius Group Ltd, and its wholly-owned subsidiaries, for $30,997,810 of purchase consideration, made up of $30,997,810 of Genius Group Ltd ordinary shares. Entrepreneur Resorts operates entrepreneur resorts and cafes. Below is a summary of the allocation of the purchase consideration to the fair value of the assets and liabilities associated with Entrepreneur Resorts at acquisition. 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 The difference between the purchase consideration and the total of net assets acquired amounts to $25,190,856 and is recorded under Reserves. The operating results of Entrepreneur Resorts were consolidated with Genius Group for the years ended December 31, 2020 on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneur Resorts for both years have been included in the consolidated statements of operations and comprehensive loss in full. | NOTE 4 — BUSINESS COMBINATIONS The Company continues to make acquisitions to accelerate the revenue and profitability growth of the Group, to add valuable assets to the Group portfolio, and to fulfill management’s vision for the business — in terms of both positive impact on customers and shareholder value. The Company believes that the acquisitions will further enhance the efficiency of the Group and will add value through synergies and leverage. Genius Group’s Acquisition of Entrepreneurs Institute (as restated) On August 30, 2019, Genius Group Ltd acquired 100% of the voting equity interest of Entrepreneurs Institute, an entity under common control with Genius Group Ltd, for $8,000,000 of purchase consideration, including $6,400,000 of Genius Group Ltd ordinary shares, $800,000 of cash and a $800,000 non-interest bearing note payable to the sellers with $400,000 payable on each of the first and second Below is a summary of the book value of the assets and liabilities associated with Entrepreneurs Institute at acquisition. 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) The corrections as disclosed in Note 2 resulted in the following restatement adjustments. ● Assets and liability previously identified and recorded which have been removed:- ● Trade names and trademarks — $2,530,000 ● Developed content — $2,460,000 ● Customer relationships — $350,000 ● Goodwill — $3,655,567 ● Deferred tax liability — $597,567 ● The difference between the purchase consideration and the total of net assets acquired amounts to $8,398,000 and is recorded under Reserves. The operating results of Entrepreneurs Institute were consolidated with Genius Group for the year ended December 31, 2019, on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneurs Institute for the year have been included in the consolidated statements of operations and comprehensive loss in full. Entrepreneur Resorts’ Acquisition of Matla Game Lodge On August 22, 2019, Entrepreneur Resorts acquired 100% of the voting equity interest of Matla Game Lodge Proprietary Limited (“Matla”) for $1 of cash purchase consideration. Matla became one of the Genius Group Ltd campuses. The Company recognized a $1,060,795 bargain purchase gain on the acquisition date to the fact that the fair value of Matla’s net assets exceeded the purchase price. The seller agreed to sell the property for purchase consideration that was less than the property’s fair value because recurring losses resulting from operating restrictions imposed by the land lease had negatively impacted the seller’s cash flows. Entrepreneur Resorts management has determined that the impact of these operating restrictions on the Entrepreneur Resorts business are mitigated by synergies provided by Entrepreneur Resorts’ business association with Genius Group Ltd and the operation of Entrepreneur Resorts’ existing Tau Game lodge. Below is a summary of the fair value of the assets and liabilities associated with Matla at acquisition. 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 Had Matla been consolidated from January 1, 2019, the consolidated statements of operations and comprehensive loss would have included revenue of $0.11 million and loss of $0.17 million (unaudited). Genius Group Ltd.’s Acquisition of Entrepreneur Resorts (as restated) On July 17, 2020, Genius Group Ltd acquired 97.8% of the voting equity interest of Entrepreneur Resorts, an entity under common control with Genius Group Ltd, and its wholly-owned subsidiaries, for $30,997,810 of purchase consideration, made up of $30,997,810 of Genius Group Ltd ordinary shares. The excess of the purchase consideration over the carrying value of Entrepreneur Resort’s assets and liabilities was charged off to capital reserves. Entrepreneur Resorts operates entrepreneur resorts and cafes. Below is a summary of the book value of the assets and liabilities associated with Entrepreneur Resorts at acquisition. 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 The corrections as disclosed in Note 2 resulted in the following restatement adjustments. ● Assets previously identified and recorded which have been removed:- ● Trademarks, Trade Names and Domain Names — $9,919,269 ● Developed Content — $3,769,322 ● Databases — $1,290,000 ● Asset and liability for which the amounts are restated:- ● Goodwill — from $14,991,931 to $1,209,953 ● Deferred tax liability — from $3,602,988 to $607,270 ● The difference between the purchase consideration and the total of net assets acquired amounts to $25,190,856 and is recorded under Reserves. The amounts recorded under Reserves in the Consolidated Statements of Changes in Stockholders’ Equity are reconciled as follows: ● During 2017, Entrepreneur Resorts Ltd acquired all of the issued shares of Entrepreneur Resorts Pte Ltd. This was a common control business combination. The difference between the purchase consideration and the net assets acquired was $5,123,337 , which is recorded against reserves prior to 2019 and is shown in the consolidated statement of changes in stockholders’ equity as the opening balance of Reserves As restated as at January 1, 2019. ● During 2020, Genius Group Ltd acquired 97.8% of the issued shares of Entrepreneur Resorts Ltd. This was a common control business combination. The difference between the purchase consideration and the net assets acquired was $25,190,856 . The amount of $5,123,337 referenced in the dot point above forms part of this difference, leaving a remaining amount of $20,067,519 . A foreign currency translation adjustment of $311,994 was recorded in relation to the transaction, resulting in the amount of $20,379,513 recorded under Reserves As restated in 2020. ● The difference between the consideration for the acquisition of $30,997,810 and the amount of $17,798,374 for ordinary shares issued for this acquisition is reconciled as follows: ● The Company’s policy for accounting for common control business combinations, as restated in Note 2, is to apply the book value method. In accordance with this policy, the financial statements for the pre-acquisition period are presented to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to record any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholder’s Equity. ● As such, the issued value of Entrepreneur Resorts contributed capital immediately prior to the acquisition of $ 13,199,436 was included in the consolidated financial statements of the Pre- IPO Group as part of contributed capital immediately prior to the acquisition. ● For the consideration for the acquisition of Entrepreneur Resorts, Genius Group Ltd issued shares to Entrepreneur Resorts shareholders with a total value of $30,997,810 . The transaction was a swap of Genius Group Ltd shares for Entrepreneur Resorts shares. As $13,199,436 of contributed capital of Entrepreneur Resorts was already included in consolidated contributed capital of the Pre-IPO Group, we have recognized only the difference in value of $17,798,374 as the net increase in contributed capital on a consolidated basis. ● On consolidation as at December 31, 2020, the contributed capital of Entrepreneur Resorts in the amount of $13,199,436 was eliminated along with Genius Group Ltd’s shareholding in Entrepreneur Resorts of $30,997,810 . As such, the issued value of Genius Group Ltd shares from the transaction of $30,997,810 forms part of total Contributed Capital as at December 31, 2020. The difference on elimination of $17,798,374 forms part of reserves as a result of the application of the book method for the business combination. The combination of these eliminations results in the full elimination of $30,997,810 . The operating results of Entrepreneur Resorts were consolidated with Genius Group for the years ended December 31, 2019 and 2020 on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneur Resorts for both years have been included in the consolidated statements of operations and comprehensive loss in full. |
DUE FROM RELATED PARTY_2
DUE FROM RELATED PARTY | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DUE FROM RELATED PARTY | ||
DUE FROM RELATED PARTY | NOTE 5 — DUE FROM RELATED PARTY Due from related parties at December 31, 2021 and 2020 represents non-operational amounts receivable from entities that are controlled by a director of the Company. The receivables are unsecured, bear no interest and are due on demand. | NOTE 5 — DUE FROM RELATED PARTY Due from related parties at December 31, 2020 and 2019 represents amounts receivable from entities that are controlled by a director of the Company. The receivables are unsecured, bear no interest and are due on demand. |
INVENTORIES_2
INVENTORIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
INVENTORIES | NOTE 6 — INVENTORIES As of December 31, 2021 and 2020 inventories consist of: December 31, 2021 2020 Food and beverage $ 38,500 $ 42,694 Merchandise 51,777 59,943 Consumables 2,253 9,906 Total inventories $ 92,530 $ 112,543 | NOTE 6 — INVENTORIES As of December 31, 2020 and 2019 inventories consist of: 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 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 and 2020, prepaid expenses and other current assets consist of: December 31, 2021 2020 Prepaid expenses $ 3,349,990 $ 1,305,088 Deposits 59,925 226,189 Other receivables 80,531 17,440 Total $ 3,490,446 $ 1,548,717 | NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2020 and 2019, prepaid expenses and other current assets consist of: 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 |
PROPERTY AND EQUIPMENT_2
PROPERTY AND EQUIPMENT | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2021 and 2020: 2021 2020 Accumulated Carrying Accumulated Carrying Cost Depreciation Value Cost Depreciation Value Land $ 1,486,718 $ — $ 1,486,718 $ 1,486,718 $ — $ 1,486,718 Buildings 4,401,241 (989,085) 3,412,156 4,625,408 (674,781) 3,950,627 Leasehold property 4,261,623 (2,770,810) 1,490,813 4,251,845 (2,596,718) 1,655,127 Plant and machinery 136,692 (87,050) 49,642 164,137 (79,453) 84,684 Furniture and fixtures 537,964 (330,476) 207,488 466,277 (276,904) 189,373 Motor vehicles 320,103 (281,587) 38,516 341,906 (248,580) 93,326 Office equipment 26,287 (19,528) 6,759 23,599 (13,164) 10,435 IT equipment 113,790 (88,274) 25,516 113,790 (80,800) 32,990 Computer Software 4,456 (4,456) — 4,456 (4,456) — Spa equipment, curtains, crockery, glassware and linen 255,434 (196,926) 58,508 255,434 (161,724) 93,710 $ 11,554,308 $ (4,768,192) $ 6,776,116 $ 11,733,570 $ (4,136,580) $ 7,596,990 Reconciliation of property and equipment — 2021 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 3,950,627 — (215,291) (323,180) 3,412,156 Leasehold Property 1,655,129 — 9,777 — (174,093) 1,490,813 Plant & Machinery 84,685 9,981 — (37,427) (7,597) 49,642 Furniture and Fixtures 189,372 65,128 — 6,558 (53,570) 207,488 Motor Vehicles 93,325 — — (21,803) (33,006) 38,516 Office Equipment 10,435 2,688 — — (6,364) 6,759 IT Equipment 32,989 — — — (7,473) 25,516 Spa Equipment, curtains, crockery, glassware and linen 93,710 — — (35,202) 58,508 $ 7,596,990 $ 77,797 $ — $ (258,186) $ — $ (640,485) $ 6,776,116 Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 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 | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2020 and 2019: 2020 2019 As restated Carrying Cost Accumulated Value Accumulated Carrying As restated Depreciation As restated Cost Depreciation 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 Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation 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 Reconciliation of property and equipment — 2019 Opening Closing Balance Additions Disposals Translation Revaluation Depreciation 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 |
RIGHT OF USE ASSET AND LEASE _5
RIGHT OF USE ASSET AND LEASE LIABILITY | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RIGHT OF USE ASSET AND LEASE LIABILITY | ||
RIGHT OF USE ASSET AND LEASE LIABILITY | NOTE 9 — RIGHT OF USE ASSET AND LEASE LIABILITY Net carrying amounts of right-of-use assets The carrying amounts of right-of-use assets are as follows: As of December 31, 2021 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 (117,959) (39,007) Accumulated depreciation on right of use assets (1,233,934) (726,246) Right of use asset, net. $ 1,077,241 $ 1,663,881 During the year ended December 31, 2021, the Company recorded depreciation of right-of-use assets of $507,688 (2020 — $491,185) which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. Lease liabilities The maturity analysis of lease liabilities is as follows: As of December 31, 2021 2020 Within one year $ 436,270 $ 545,132 Two to five years 298,594 660,034 Thereafter 9,007,645 9,924,141 9,742,509 11,129,307 Less: finance charges component (8,411,649) (9,276,243) $ 1,330,860 $ 1,853,064 Lease liabilities, current $ 436,271 $ 545,132 Lease liabilities, non-current 894,589 1,307,932 $ 1,330,860 $ 1,853,064 The weighted average discount rate utilized to calculate the present value of the lease liabilities was 11.25%. | NOTE 9 — RIGHT OF USE ASSET AND LEASE LIABILITY Net carrying amounts of right-of-use assets The carrying amounts of right-of-use assets are as follows: 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 During the year ended December 31, 2020, the Company recorded depreciation of right-of-use assets of $491,185 (2019 — $235,061) which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. Lease liabilities The maturity analysis of lease liabilities is as follows: 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 The weighted average discount rate utilized to calculate the present value of the lease liabilities was 11.25%. |
INVESTMENTS AT FAIR VALUE_2
INVESTMENTS AT FAIR VALUE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVESTMENTS AT FAIR VALUE | ||
INVESTMENTS AT FAIR VALUE | NOTE 10 — INVESTMENTS AT FAIR VALUE As of December 31, 2021 and 2020, investments at fair value consist of: As of December 31, 2021 2020 Investments in YouGo World $ 28,698 $ 28,698 Other investments 371 378 Total $ 29,069 $ 29,076 On September 11, 2017, the Company entered into an agreement to purchase a 2.5% interest in yougo.world ltd., a start-up company focusing on mixed reality platforms, content and services. The investment was funded in 2018. | NOTE 10 — INVESTMENTS AT FAIR VALUE As of December 31, 2020 and 2019, investments at fair value consist of: As of December 31, 2020 2019 Investments in YouGo World $ 28,698 $ 28,155 Other investments 378 371 Total $ 29,076 $ 28,526 On September 11, 2017, the Company entered into an agreement to purchase a 2.5% interest in yougo.world ltd., a start-up company focusing on mixed reality platforms, content and services. The investment was funded in 2018. |
GOODWILL_2
GOODWILL | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL | ||
GOODWILL | NOTE 11 — GOODWILL Changes in goodwill are as follows during the years ended December 31, 2021 and 2020: Balance as of January 1, 2020 $ 1,209,953 Additions – — Balance as of December 31, 2020 $ 1,209,953 Additions – foreign currency translation 110,147 Balance as of December 31, 2021 $ 1,320,100 See Note 4 — Business Combinations for additional details related to the Entrepreneur Resorts goodwill. Goodwill is allocated to the Company’s cash-generating units. The recoverable amounts of these cash- generating units have been determined based on value in use calculations. Other assumptions included in value in use calculations are closely linked to entity-specific key performance indicators. Management believes that any reasonably possible change in the key assumptions on which recoverable amounts are based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating units. | NOTE 11 — GOODWILL (as restated) Changes in goodwill are as follows during the years ended December 31, 2020, and 2019: 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 See Note 4 — Business Combinations for additional details related to the Entrepreneurs Institute and Entrepreneur Resorts goodwill. Goodwill is allocated to the Company’s cash-generating units. The recoverable amounts of these cash- generating units have been determined based on value in use calculations. Other assumptions included in value in use calculations are closely linked to entity-specific key performance indicators. Management believes that any reasonably possible change in the key assumptions on which recoverable amounts are based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating units. |
INTANGIBLE ASSETS_2
INTANGIBLE ASSETS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSETS | ||
INTANGIBLE ASSETS | NOTE 12 — INTANGIBLE ASSETS The Company’s intangible assets consist of costs incurred in connection with the development of the Company’s digital education software platform. A reconciliation of intangible assets for the years ended December 31, 2021 and 2020 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2020 Additions Intangibles Expense Translation 2021 GeniusU software platform $ 2,007,182 $ 804,314 $ — $ — — $ 2,811,496 Trademarks 13,234 — 13,234 Accumulated amortization (1,015,502) — — (424,080) 9,821 (1,429,761) Net carrying value $ 1,004,914 $ 804,314 $ — $ (424,080) $ 9,821 $ 1,394,969 Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 2020 GeniusU software platform $ 1,563,193 $ 424,530 $ — $ 19,459 $ 2,007,182 Trademarks — $ 13,234 13,234 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 During the years ended December 31, 2021 and 2020, the Company recorded amortization of intangible assets in the amount of $424,080 and $359,822 respectively, which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. | NOTE 12 — INTANGIBLE ASSETS (as restated) The Company’s intangible assets consist of costs incurred in connection with the development of the Company’s digital education software platform. A reconciliation of intangible assets for the years ended December 31, 2020 and 2019 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 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 Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2018 Additions Intangibles Expense Translation 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 During the years ended December 31, 2020 and 2019, the Company recorded amortization of intangible assets in the amount of $359,822 and $268,499 respectively, which is included in cost of revenue on the accompanying statements of operations and comprehensive loss. See Note 4 — Business Combinations for additional details related to the Entrepreneurs Institute and Entrepreneur Resorts acquisitions. |
DEFERRED TAX ASSETS AND LIABI_5
DEFERRED TAX ASSETS AND LIABILITIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED TAX ASSETS AND LIABILITIES | ||
DEFERRED TAX ASSETS AND LIABILITIES | NOTE 13 — DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets and (liabilities) as of December 31, 2021 and 2020 and the related activity for the years ended December 31, 2021 and 2020 are as follows: Recognized Recognized Balance In In Balance December 31, Other Provision For December 31, 2020 Comprehensive Income Income Taxes 2021 Non-current assets: Intangible assets — — — $ — Property, plant, and equipment (979,612) — 96,537 $ (883,075) Other (8,431) 8,431 $ — (988,043) — 104,968 (883,075) Current assets: Receivables — — — $ — Prepaid expenses (11,849) — (5,346) $ (17,195) Other (Section 24C allowance) 26,452 23,451 116 $ 50,019 14,603 23,451 (5,230) 32,824 Current liabilities: Depreciation — — — $ — Income in Advance 98,015 — 29,114 $ 127,129 Tax Losses — — — $ — Net deferred tax assets and (liabilities) $ (875,425) $ 23,451 $ 128,852 $ (723,122) Balance December 31, Recognized In Recognized In Balance 2019, as Business Provision For December 31, restated Combinations Income Taxes 2020 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) — 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) — 280,070 — (182,056) 98,015 Net deferred tax assets and (liabilities) $ (736,645) $ (69,537) $ (69,245) $ (875,425) Unused tax losses for which no deferred tax assets have been recognized as of December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Unused tax losses for which no deferred tax assets has been recognized $ (9,982,291) $ (6,155,623) Potential tax benefit of such unused tax losses at applicable statutory tax rates $ (2,050,255) $ (1,305,245) Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2021 and 2020. No tax audits were commenced or were in process during the years ended December 31, 2021 and 2020 and no tax related interest or penalties were incurred during those years. | NOTE 13 — DEFERRED TAX ASSETS AND LIABILITIES (as restated) Deferred tax assets and (liabilities) as of December 31, 2020 and 2019 and the related activity for the years ended December 31, 2020 and 2019 are as follows: Recognized Recognized Balance In In Balance December 31, Business Provision For December 31, 2019, as restated Combinations Income Taxes 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 Recognized In Recognized In Balance December 31, Business Provision For December 31, 2018 Combinations Income Taxes 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) Unused tax losses for which no deferred tax assets have been recognized as of December 31, 2020 and 2019 are as follows: 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) Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2020 and 2019. No tax audits were commenced or were in process during the years ended December 31, 2020 and 2019 and no tax related interest or penalties were incurred during those years. |
OTHER NON-CURRENT ASSETS_2
OTHER NON-CURRENT ASSETS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER NON-CURRENT ASSETS | ||
OTHER NON-CURRENT ASSETS | NOTE 14 — OTHER NON-CURRENT ASSETS As of December 31, 2021, other non-current assets amounting to $501,750 (2020- $516,296) consists of a deposit on a proposed acquisition of University of Antelope Valley. | NOTE 14 — OTHER NON-CURRENT ASSETS As of December 31, 2020, other non-current assets amounting to $516,296 consists of a deposit on a proposed acquisition of University of Antelope Valley. |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 15 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2021, and 2020, accrued expenses and other current liabilities consist of: As of December 31, 2021 2020 Accrued expenses $ 390,138 $ 233,842 North West Parks Board 1,177,050 1,049,515 Other taxation payable 33,314 104,368 VAT 48,493 28,271 Derivative liability 250,000 250,000 Sundry payables 165,307 144,226 Total $ 2,064,302 $ 1,810,222 The North West Parks Board accrual represents the amounts owed related to the Company’s Tau Game Lodge land lease. | NOTE 15 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2020 and 2019, accrued expenses and other current liabilities consist of: 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 The North West Parks Board accrual represents the amounts owed related to the Company’s Tau Game Lodge land lease. The Derivative liability is explained at Note 17 — Loans Payable. |
DEFERRED REVENUE_2
DEFERRED REVENUE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED REVENUE | ||
DEFERRED REVENUE | NOTE 16 — DEFERRED REVENUE As of December 31, 2021, and 2020, deferred revenue consists of: As of December 31, 2021 2021 Advance bookings for lodges $ 293,716 $ 379,305 Educational revenue paid in advance 1,630,723 1,026,700 Other prepaid income 638,473 140,707 Total $ 2,561,912 $ 1,546,712 An analysis of contractual obligations is as follows: As of December 31, 2021 2021 Deferred revenue, beginning $ 1,546,712 $ 3,231,431 Addition 1,773,994 1,220,972 Usage (758,794) (2,905,691) Deferred revenue, ending $ 2,561,912 $ 1,546,712 | NOTE 16 — DEFERRED REVENUE As of December 31, 2020 and 2019, deferred revenue consists of: 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 |
LOANS PAYABLE_2
LOANS PAYABLE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE | ||
LOANS PAYABLE | NOTE 17 — LOANS PAYABLE As of December 31, 2021 and 2020, loans payable consisted of: As of December 31, 2021 2020 Loans payable – current portion $ 65,415 $ 65,611 Loans payable – non-current portion 85,858 157,629 Total $ 151,273 $ 223,240 In September of 2019, the Company obtained lines of credit in the aggregate amount of S$400,000 (approximately $296,912 at the 2019 exchange rate) for working capital and business expansions requirements, which the Company drew down on in full. Loans in the amount of S$100,000 (approximately $74,228 at the 2019 exchange rate) shall be repaid over 36 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 8% per annum plus a margin of 0.88%, subject to adjustment. The Company has the option to prepay the loan before its maturity date, subject to a fee of 6.88% if paid within twelve months from the drawdown date. Loans in the amount of S$300,000 (approximately $222,684 at the 2019 exchange rate) shall be repaid over 60 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 6.25% per annum, subject to adjustment. The loans are secured by personal guarantees of the Director. During the year ended December 31, 2021, the Company repaid an aggregate of S$91,063, approximately $67,220 at the 2021 exchange rate (2020 — S$84,614, approximately $61,379 at the 2020 exchange rate) of principal plus the respective accrued interest. | NOTE 17 — LOANS PAYABLE As of December 31, 2020 and 2019, loans payable consisted of: 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 In 2017, the Company purchased shares of an entity for consideration of $4,000,000, settled by payment of $2,500,000 in cash and through the issuance of an unsecured loan in the amount of $1,500,000 which bears interest at rates per annum as agreed upon by the parties from time to time. During the year ended December 31, 2019, the Company repaid $ 500,000 $250,000 In September of 2019, the Company obtained lines of credit in the aggregate amount of S$400,000 (approximately $296,912 at the 2019 exchange rate) for working capital and business expansions requirements, which the Company drew down on in full. Loans in the amount of S$100,000 (approximately $74,228 at the 2019 exchange rate) shall be repaid over 36 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 8% per annum plus a margin of 0.88%, subject to adjustment. The Company has the option to prepay the loan before its maturity date, subject to a fee of 6.88% if paid within twelve months from the drawdown date. Loans in the amount of S$300,000 (approximately $222,684 at the 2019 exchange rate) shall be repaid over 60 monthly installments including both principal and the respective accrued interest. Interest on such principal shall bear at a rate of 6.25% per annum, subject to adjustment. The loans are secured by personal guarantees of the Director. During the year ended December 31, 2020, the Company repaid an aggregate of S$84,614, approximately $61,379 at the 2020 exchange rate (2019 — S$20,241, approximately $15,024 at the 2019 exchange rate) of principal plus the respective accrued interest. In 2020, loans amounting to $400,000 were settled by the creditor in favor of the Company. |
LOANS PAYABLE - RELATED PARTI_6
LOANS PAYABLE - RELATED PARTIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE - RELATED PARTIES | ||
LOANS PAYABLE - RELATED PARTIES | NOTE 18 — LOANS PAYABLE — RELATED PARTIES Loans from related parties as of December 31, 2021 and 2020 consist of the following: As of December 31, 2021 2020 Loan payable to related parties for the acquisition of Wealth Dynamics Current portion $ 425,551 $ 400,000 Non-current portion — — Subtotal 425,551 400,000 Other loans payable to related parties, current — 189,502 Total loans payable to related parties $ 425,551 $ 589,502 The loan payable to related parties for the acquisition of Entrepreneurs Institute is non-interest bearing, with $400,000 payable on each of the first and second anniversaries of the acquisition date. Other loans payable to related parties represent unsecured loans from shareholders, which bear no interest and are payable on demand. The Company pays fees to Entrepreneurs Institute Australia Pty Ltd (“EIA”), an Australian company controlled and ultimately owned by Roger Hamilton and Sandra Morrell, directors of the Group. The total in 2021 was $319,464 (2020:$509,415). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. EIA on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. The Company pays fees to GeniusU Web Services India Pvt Ltd (“GU India”), an Indian company controlled and ultimately owned by Suraj Naik, an employee of the Group, and a family member of Suraj Naik. The total in 2021 was $162,930 (2020:$215,871). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. GU India on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. | NOTE 18 — LOANS PAYABLE — RELATED PARTIES Loans from related parties as of December 31, 2020 and 2019 consist of the following: 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 The loan payable to related parties for the acquisition of Entrepreneurs Institute is non-interest bearing, with $400,000 payable on each of the first and second anniversaries of the acquisition date. Other loans payable to related parties represent unsecured loans from shareholders, which bear no interest and are payable on demand. The Company pays fees to Entrepreneurs Institute Australia Pty Ltd (“EIA”), an Australian company controlled and ultimately owned by Roger Hamilton and Sandra Morrell, directors of the Group. The total in 2020 was $319,464 (2019:$509,415). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. EIA on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. The Company pays fees to GeniusU Web Services India Pvt Ltd (“GU India”), an Indian company controlled and ultimately owned by Suraj Naik, an employee of the Group, and a family member of Suraj Naik. The total in 2020 was $162,930 (2019:$215,871). The sole purpose of the entity is to engage local team and physical resources to provide day to day support to the Group with its own business requirements as well as catering to external clients. GU India on-charges its costs and does not record a material profit or loss, therefore the related party shareholders do not receive any financial benefit from this arrangement. Unpaid fees are recorded as a related party loan payable. |
CONVERTIBLE DEBT OBLIGATIONS_2
CONVERTIBLE DEBT OBLIGATIONS | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONVERTIBLE DEBT OBLIGATIONS | ||
CONVERTIBLE DEBT OBLIGATIONS | NOTE 19 — CONVERTIBLE DEBT OBLIGATIONS As of December 31, 2021, and 2020, the Company’s convertible obligations consisted of the following: As of December 31, 2021 2020 Convertible debt obligations, beg, gross $ 1,531,639 $ 1,918,340 Converted to equity (257,629) (386,701) Deferred debt discount — — Convertible debt obligations, end, net $ 1,274,010 $ 1,531,639 Convertible debt obligations, current portion $ 507,765 $ 1,531,639 Convertible debt obligations, non-current portion $ 766,245 $ 1,531,639 During the year ended December 31, 2020, Genius Group Ltd issued 36-month convertible loans in the principal amount of $1,819,145 which bear interest at rates between 10% to 12% per annum, payable quarterly, annually or at maturity depending upon the convertible note (the “2019 Convertible Notes”). The convertible notes are convertible at the end of the term at the market price of the Company’s ordinary shares. Additionally, in connection with the convertible note issuances, the Company incurred $36,383 of debt issuance costs which are being accounted for as interest expenses. During the year ended 2019, Entrepreneur Resorts issued 36-month convertible loans in the principal amount of $2,256,178 which bear interest at rates between 10% to 12% per annum, payable monthly, quarterly, annually or at maturity depending upon the convertible note (the “2019 Convertible Notes). The 2019 Convertible Notes are convertible upon Entrepreneur Resorts listing on the Australian Stock Exchange at a price equal to 70% of the initial listing price on the Australian Stock Exchange. The Company bifurcated the conversion option as a derivative liability with a fair value of $783,735 with a debit to deferred debt discount to be amortized over the term of the 2019 Convertible Notes. Additionally, in connection with the 2019 Convertible Note issuances, the Company incurred $134,152 of debt issuance costs which are being accounted for as debt discount and being amortized over the term of the 2019 Convertible notes. During the year ended December 31, 2020, the Company recognized amortization of debt discount of $322,947 During the year ended December 31, 2021, the Company and holders of 2020 Convertible Notes in the aggregate principal amount of $161,500 and $6,170 of accrued interest were converted into 13,306 GeniusU Limited ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a GeniusU Limited ordinary share at the time of conversion, or between $10 and $15 per GeniusU Limited ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2021 Convertible Notes to equity. During the year ended December 31, 2021, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $47,884 and $229 of accrued interest were converted into 13,487 Entrepreneurs Resorts Ltd ordinary shares and 1,003 GeniusU Limited ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of Entrepreneur Resorts Ltd and GeniusU Limited ordinary share at the time of conversion. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in an aggregate principal amount of $992,813 were converted into 496,408 shares of Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts at an exercise price equal to the fair value of an Entrepreneur Resorts ordinary share at the time of conversion, or $2.00 per Entrepreneur Resorts ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $739,160 and $111 of accrued interest were converted into 19,605 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2020 Convertible Notes in the aggregate principal amount of $891,400 and $23,016 of accrued interest were converted into 25,652 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2020 Convertible Notes to equity. | NOTE 19 — CONVERTIBLE DEBT OBLIGATIONS As of December 31, 2020 and 2019, the Company’s convertible obligations consisted of the following: 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 During the year ended December 31, 2020, Genius Group Ltd issued 36-month convertible loans in the principal amount of $1,819,145 which bear interest at rates between 10% to 12% per annum, payable quarterly, annually or at maturity depending upon the convertible note (the “2020 Convertible Notes”). The convertible notes are convertible at the end of the term at the market price. Additionally, in connection with the convertible note issuances, the Company incurred $36,383 of debt issuance costs which are being accounted for as interest expenses. During the year ended 2019, Entrepreneur Resorts issued 36-month convertible loans in the principal amount of $2,256,178 which bear interest at rates between 10% to 12% per annum, payable monthly, quarterly, annually or at maturity depending upon the convertible note (the “2019 Convertible Notes). The 2019 Convertible Notes are convertible upon Entrepreneur Resorts listing on the Australian Stock Exchange at a price equal to 70% of the initial listing price on the Australian Stock Exchange. The Company bifurcated the conversion option as a derivative liability with a fair value of $783,735 with a debit to deferred debt discount to be amortized over the term of the 2019 Convertible Notes. Additionally, in connection with the 2019 Convertible Note issuances, the Company incurred $134,152 of debt issuance costs which are being accounted for as debt discount and being amortized over the term of the 2019 Convertible Notes. During the years ended December 31, 2019 and 2020, the Company recognized amortization of debt discount of $580,049 and $322,960 respectively as interest expense. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $992,813 were converted into 496,408 shares of Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts at an exercise price equal to the fair value of an Entrepreneur Resorts ordinary share at the time of conversion, or $2.00 per Entrepreneur Resorts ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2019 Convertible Notes in the aggregate principal amount of $739,160 and $111 of accrued interest were converted into 19,605 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2019 Convertible Notes to equity. During the year ended December 31, 2020, the Company and holders of 2020 Convertible Notes in the aggregate principal amount of $891,400 and $23,016 of accrued interest were converted into 25,652 Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd at exercise prices equal to the fair value of a Genius Group Ltd ordinary share at the time of conversion, or between $34.87 and $42.86 per Genius Group Ltd ordinary share. The Company recorded the conversions by reclassifying the carrying value of the 2020 Convertible Notes to equity. |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
OTHER NON-CURRENT LIABILITIES | |
OTHER NON-CURRENT LIABILITIES | NOTE 20 — OTHER NON-CURRENT LIABILITIES Other non-current liabilities of $25,147 at December 31, 2019 related to investor deposits for the purchase of common stock of the Company. |
EQUITY_2
EQUITY | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY | ||
EQUITY | NOTE 20 — EQUITY Contributed Capital The company has 16,155,810 shares issued and outstanding . Equity Issued During the years ended December 31, 2021 and 2020, the Company issued ordinary shares for gross cash proceeds of $3,127,442 and $2,222,000, respectively. During the year ended December 31, 2021, the Company issued GeniusU Limited ordinary shares with a value of $3,308,617 (2020 - $0) in exchange of cash and conversion from loan to equity. Company also issued Entrepreneur Resorts Limited ordinary shares with a value of $953,087 (2020 - $0) in exchange of cash and conversion from loan to equity. During the year ended December 31, 2020, the Company issued Genius Group Ltd ordinary shares with a value of $30,997,810 in exchange for Entrepreneur Resorts shares with a contributed capital value of $13,199,435 to Entrepreneur Resorts shareholders in connection with the 2020 acquisition of Entrepreneur Resorts. The Genius Group Ltd shares were valued using the market approach based on the price per share paid by third parties for Genius Group Ltd shares as of the acquisition date and share delivery date. See below for discussions regarding additional equity issuances. Shares Issued Related to Debt Conversions During the year December 31, 2021, convertible debt obligations consisting of $177,689 (2020-$1,671,188) of principal and accrued interest were converted into GeniusU Limited shares pursuant to conversion offers extended by Genius Group Ltd and Entrepreneur Resorts Limited. See Note 19 — Convertible Debt Obligations for additional information. During the year December 31, 2021, convertible debt obligations consisting of $37,085 (2020-$992,816) of principal and accrued interest were converted into Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts. See Note 19 — Convertible Debt Obligations for additional information. Shares Issued in Satisfaction of a Liability During the year December 31, 2020, the Company issued $350,000 of Genius Group Ltd ordinary shares as partial settlement of a loan with the seller of Tau Game Lodge. See Note 17 — Loans Payable for additional information. Derivative liability In an agreement dated December 13, 2020, the Company granted a put option over shares issued in satisfaction of a liability. If the option is exercised the Company will be required to buy back the shares for $250,000. See Note 15 - Accrued expenses for additional information. Stock-Based Compensation On December 31, 2020, options for the purchase of 233,501 Entrepreneur Resorts ordinary shares were exercised in exchange for a subscription receivable in the amount of $140,680. During the year ended December 31, 2021, the Company granted options for the purchase of 14,306 (2020 — 12,238) Genius Group Ltd ordinary shares equivalent to 85,836 (2020 — 73,428) shares after giving retroactive effect to the 6 for 1 stock split in April 2021), with a grant date value of $181,559 (2020 — $101,731). The options vest two years from the date of grant and are exercisable upon vesting at $34.87 (2020 — $34.87) per share. The Company funds the exercise price as a non-interest-bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2021, options for the purchase of 12,238 Genius Group Ltd ordinary shares (equivalent to 73,428 shares after giving retroactive effect to the 6 for 1 stock split in April 2021) were exercised in exchange for a subscription receivable in the amount of $433,783. The Company values stock options using the Black-Scholes option pricing model and used the following assumptions during the reporting periods: For the Years Ended December 31, 2021 2020 Risk-free interest rate 0.73 % 0.13 % Contractual term (years) 1-3 2.00 Expected volatility 66.00 % 42.00 % Expected dividends 0.00 % 0.00 % A summary of the option activity during the year ended December 31, 2021 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life Value Outstanding Jan. 1, 2021 73,428 5.81 1.00 97,782 Granted 85,836 5.81 2 Exercised — — — — Expired — — — — Outstanding Dec 31, 2021 159,264 5.81 1.00 The following table presents information related to options outstanding at December 31, 2021 and 2020: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2021 $ 5.81 85,836 Genius Group 1 n/a The Company recorded stock-based compensation in the amount of $394,717 and $398,605 during the years ended December 31, 2021 and 2020, respectively, in connection with the amortization of the grant date value of the stock options and the value of deferred salary share grants in response to the impact of Covid-19. As of December 31, 2021, there was $159,265 (2020-$75,434) of unamortized stock-based compensation. | NOTE 21 — EQUITY Contributed Capital Equity Issued During the years ended December 31, 2020 and 2019, the Company issued ordinary shares for gross cash proceeds of $2,222,000 and $2,599,978, respectively. During the year ended December 31, 2020, the Company issued Genius Group Ltd ordinary shares with a value of $30,997,810 in exchange for Entrepreneur Resorts shares with a contributed capital value of $13,199,435 to Entrepreneur Resorts shareholders in connection with the 2020 acquisition of Entrepreneur Resorts. The Genius Group Ltd shares were valued using the market approach based on the price per share paid by third parties for Genius Group Ltd shares as of the acquisition date and share delivery date. During the year ended December 31, 2019, the Company issued Genius Group Ltd ordinary shares valued at $6,400,000 to the seller in connection with the 2019 acquisition of Entrepreneurs Institute. The Genius Group Ltd shares were valued using the market approach based on the price per share paid by third parties for Genius Group Ltd shares as of the acquisition date and share delivery date. See below for discussions regarding additional equity issuances. Shares Issued Related to Debt Conversions During the year December 31, 2020, convertible debt obligations consisting of $1,671,188 of principal and accrued interest were converted into Genius Group Ltd ordinary shares pursuant to conversion offers extended by Genius Group Ltd. See Note 19 — Convertible Debt Obligations for additional information. During the year December 31, 2020, convertible debt obligations consisting of $992,816 of principal and accrued interest were converted into Entrepreneur Resorts ordinary shares pursuant to conversion offers extended by Entrepreneur Resorts. See Note 19 — Convertible Debt Obligations for additional information. Shares Issued in Satisfaction of a Liability During the year December 31, 2020, the Company issued $350,000 of Genius Group Ltd ordinary shares as partial settlement of a loan with the seller of Tau Game Lodge. See Note 17 — Loans Payable for additional information. Derivative liability In an agreement dated December 13, 2020 the Company granted a put option over shares issued in satisfaction of a liability. If the option is exercised the Company will be required to buy back the shares for $250,000. See Note 17 – Loans Payable for additional information. Subscriptions Receivable On December 31, 2019, an entity owned by the Company’s Chief Executive Officer purchased 25,507 Genius Group Ltd ordinary shares (equivalent to 153,042 Genius Group shares after giving retroactive effect to the 6 for 1 stock split in April 2021) in exchange for a $668,214 subscription receivable. Also, see Stock-Based Compensation below. Stock-Based Compensation In January 2018, the Company granted options for the purchase of 20,317 GeniusU Pte Ltd ordinary shares (equivalent to 121,902 Genius Group shares after giving retroactive effect to the 6 for 1 stock split in April 2021), with a grant date value of $91,941. The options vested on December 31, 2019 and were exercisable upon vesting at $15.45 per share. The Company funds the exercise price as a non-interest- bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2019, the Company issued 20,317 GeniusU Pte Ltd ordinary shares (equivalent to 121,902 Genius Group shares after giving retroactive effect to the 6 for 1 stock split in April 2021) in exchange for a subscription receivable of $ Agreed to previously issued F-1in connection with the exercise of stock options. In January 2018, the Company granted options for the purchase of 233,501 Entrepreneur Resorts ordinary shares, with a grant date value of $88,213. The options vested on December 31, 2019 and were exercisable upon vesting at $1.30 per share. The Company funds the exercise price as a non-interest-bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2019, options for the purchase of 233,501 Entrepreneur Resorts ordinary shares were exercised in exchange for a subscription receivable in the amount of $140,680. During the year ended December 31, 2020, the Company granted options for the purchase of 12,238 (2019 — 42,913) Genius Group Ltd ordinary shares equivalent to 73,428 (2019 — 257,478) shares after giving retroactive effect to the 6 for 1 stock split in April 2021), with a grant date value of $101,731 (2019 — $210,930). The options vest two years from the date of grant and are exercisable upon vesting at $34.87 (2019 — $21.34) per share. The Company funds the exercise price as a non-interest-bearing loan, which is repaid upon the sale of the underlying shares. Options that are not exercised on the vesting date are forfeited. On December 31, 2020, options for the purchase of 42,913 Genius Group Ltd ordinary shares (equivalent to 257,478 shares after giving retroactive effect to the 6 for 1 stock split in April 2021) were exercised in exchange for a subscription receivable in the amount of $915,763. The Company values stock options using the Black-Scholes option pricing model and used the following assumptions during the reporting periods: 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 % A summary of the option activity during the years ended December 31, 2020 and 2019 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life 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 The following table presents information related to options outstanding at December 31, 2020 and 2019: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2019 $ 3.56 257,478 Genius Group n/a n/a 2020 $ 5.81 73,428 Genius Group n/a n/a The Company recorded stock-based compensation in the amount of $398,605 and $171,768 during the years ended December 31, 2020 and 2019, respectively, in connection with the amortization of the grant date value of the stock options and the value of deferred salary share grants in response to the impact of Covid-19. As of December 31, 2020, there was $75,434 of unamortized stock-based compensation. Reserves Reserves represent the excess of the purchase consideration over the carrying value of the assets and liabilities acquired in common control acquisitions. See Note 4 — Business Combinations. Treasury Stock During the years ended December 31, 2020 and 2019, the Company repurchased ordinary shares for $0 and $656,513 of cash consideration, respectively. During the years ended December 31, 2020 and 2019, the Company resold ordinary shares for gross proceeds of $0 and $382,630, respectively. Other During the years ended December 31, 2020 and 2019, Entrepreneurs Institute paid $0 and $147,557 of dividends, respectively. |
REVENUES_2
REVENUES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
REVENUES | NOTE 21 — REVENUES The breakdown of revenues for the years ended December 31, 2021 and 2020 are shown below. The revenue is disaggregated into the categories the Company believes depict how and the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For the Years Ended December 31, 2021 2020 Campus Revenue – Sale of goods $ 3,102,210 $ 1,280,320 – Rendering of services. — 735,246 Campus sub-total 3,102,210 2,015,566 Education Revenue – Digital. 9,676,052 5,298,227 – In-Person. — 319,983 Education sub-total 9,676,052 5,618,210 Total Revenue $ 12,778,262 $ 7,633,776 The Company applies the practical expedient in paragraph 121.b of IFRS 15 and does not disclose information about its remaining performance obligations because the Company has a right to consideration from its customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. | NOTE 22 — REVENUES The breakdown of revenues for the years ended December 31, 2020 and 2019 are shown below. The revenue is disaggregated into the categories the Company believes depict how and the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. 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 The Company applies the practical expedient in paragraph 121.b of IFRS 15 and does not disclose information about its remaining performance obligations because the Company has a right to consideration from its customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. |
OTHER OPERATING INCOME_2
OTHER OPERATING INCOME | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER OPERATING INCOME | ||
OTHER OPERATING INCOME | NOTE 22 — OTHER OPERATING INCOME For the years ended December 31, 2021 and 2020, other operating income consists of: For the Years Ended December 31, 2021 2020 Other income $ — $ 133,519 Subsidy from Government 499,300 — $ 499,300 $ 133,519 | NOTE 23 — OTHER OPERATING INCOME For the years ended December 31, 2020 and 2019, other operating income consists of: 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 |
GENERAL AND ADMINISTRATIVE EX_4
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 23 — GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the years ended December 31, 2021 and 2020 include the following: For the Years Ended December 31, 2021 2020 Consulting and professional services $ 660,117 $ 424,891 Marketing 73,277 72,942 Rent expense 250,994 144,423 Repairs and maintenance 11,144 103,152 Salaries, wages, bonuses and other benefits 4,197,397 3,031,485 Travel 13,356 13,356 Utilities 142,019 112,027 Other 1,151,991 1,314,430 Development charges 456,180 378,010 Stock-based compensation 293,837 394,717 Provision for doubtful debts (39,108) 161,788 Total general and administrative expenses $ 7,211,204 $ 6,151,221 | NOTE 24 — GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the years ended December 31, 2020 and 2019 include the following: 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 |
INTEREST EXPENSE, NET_2
INTEREST EXPENSE, NET | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTEREST EXPENSE, NET | ||
INTEREST EXPENSE, NET | NOTE 24 — INTEREST EXPENSE, NET For the years ended December 31, 2021 and 2020, the Company earned interest income and incurred interest expense as follows: For the Years Ended December 31, 2021 2020 Interest (expense) income Bank and other cash $ (74,081) $ 55,649 Total interest (expense) income (74,081) 55,649 Interest expense/finance costs Lease liabilities 131,291 131,291 Other interest paid – loans 103,357 455,394 Amortization of debt discount 140,837 322,947 Total interest expense/ finance costs 375,485 909,632 Total interest (expense), net $ (449,566) $ (853,983) | NOTE 25 — INTEREST EXPENSE, NET For the years ended December 31, 2020 and 2019, the Company earned interest income and incurred interest expense as follows: 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) |
CHANGE IN FAIR VALUE OF DERIVAT
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES | |
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES | NOTE 26 — CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES During the year ended December 31, 2019, the Company recorded Level 3 derivative liabilities that were measured at fair value at issuance in the aggregate amount of $783,735 , related to the redemption features of certain convertible notes payable. See Note 19 — Convertible Debt Obligations for additional details. Management estimated the fair value of the redemption features recorded as derivative liabilities to be $0 as of December 31, 2019 and recorded a change in fair value of derivative liabilities of $783,735 during the year ended December 31, 2019. The fair value of the derivative was valued using management’s estimate of the probability of Entrepreneur Resorts listing on the Australian Stock Exchange, which was 80% at issuance and was 0% as of December 31, 2019. During the year ended December 31, 2020 the company granted a put option in respect of shares issued which, if exercised, will require the company to buy back the shares for $250,000 . |
INCOME TAX EXPENSE_2
INCOME TAX EXPENSE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX EXPENSE | ||
INCOME TAX EXPENSE | NOTE 25 — INCOME TAX EXPENSE The Company is subject to income taxes in the countries of Indonesia, Singapore, and South Africa. The provision for income taxes consists of the following provisions (benefits): Year Ended December 31, 2021 2020 Current tax: Current tax on profits for the year $ — $ — — — Deferred income tax: (Increase) decrease in deferred tax assets (29,230) 155,603 Decrease in deferred tax liabilities (99,622) (86,358) (128,852) 69,245 (Benefit from) Provision for income taxes, as previously reported $ (128,852) $ 69,245 The reconciliation of income taxes at the statutory rate of Singapore to the effective tax rates for the years ended December 31, 2021 and 2020 is as follows: Years ended December 31, 2021 2020 Income (loss) from continuing operations before provision for income taxes $ (4,618,050) $ (3,123,070) Tax at the Singapore rate of 17% $ (785,069) $ (530,922) Reconciling items: Permanent differences 31,272 39,478 Current period net operating losses not recognized as a deferred tax asset 743,997 407,519 Rate differential – non-Singapore entities (55,045) (24,305) Other deferred tax activity (64,007) 177,474 Provision for income taxes $ (128,852) $ 69,245 | NOTE 27 — INCOME TAX EXPENSE (as restated) The Company is subject to income taxes in the countries of Indonesia, Singapore, and South Africa. The provision for income taxes consists of the following provisions (benefits): 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 The reconciliation of income taxes at the statutory rate of Singapore to the effective tax rates for the years ended December 31, 2020 and 2019 is as follows: 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 |
EARNINGS PER SHARE_2
EARNINGS PER SHARE | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EARNINGS PER SHARE | ||
EARNINGS PER SHARE | NOTE 26 — EARNINGS PER SHARE Years ended December 31, 2021 2020 Basic loss per share from continuing operations $ (0.28) $ (0.25) 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 $ (4,489,198) $ (3,192,314) Non-controlling Interest (173,959) (75,159) Loss attributable to ordinary shareholders $ (4,663,157) $ (3,117,155) Weighted average number of ordinary shares: Issued at the beginning of the year 16,155,812 9,742,998 Issued in current year — 6,412,812 Issued at the end of the year 16,155,812 16,155,812 Weighted average 16,155,812 12,575,605 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 7,138,140 | NOTE 28 — EARNINGS PER SHARE (as restated) 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 |
FAIR VALUE INFORMATION_2
FAIR VALUE INFORMATION | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE INFORMATION | ||
FAIR VALUE INFORMATION | NOTE 27 — FAIR VALUE INFORMATION Fair value hierarchy The table below analyses assets and liabilities carried at fair value. The different levels are defined as follows: Level 1: Quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access at measurement date. Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of December 31, 2021, and 2020, the Company’s financial assets and liabilities by level within the fair value hierarchy are as follows: As of December 31, 2021 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Financial assets at amortized cost Cash $ 1,784,938 $ — $ — $ 1,784,938 Accounts receivable — 1,018,003 — 1,018,003 Other Receivable 66,000 Due from related parties — 44,245 — 44,245 Financial assets at fair value through profit or loss Investments at fair value — — 29,069 29,069 FINANCIAL LIABILITIES Financial liabilities at amortized cost Accounts payable — 1,078,381 — 1,078,381 Derivative liability — 250,000 — 250,000 Loans payable — 151,273 — 151,273 Loans payable, related parties — 425,551 — 425,551 Lease liabilities — 1,330,860 — 1,330,860 Convertible debt obligations, net — 1,274,010 — 1,274,010 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 | NOTE 29 — FAIR VALUE INFORMATION Fair value hierarchy The table below analyses assets and liabilities carried at fair value. The different levels are defined as follows: Level 1: Quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access at measurement date. Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. During the year ended December 31, 2019, the Company recognized a gain on the change in fair value of derivative liabilities of $783,785 related to the mark-to-market of the bifurcated conversion options of convertible notes issued during 2019. See Note 19, Convertible Debt Obligations, for additional details. No gain or loss on the change in fair value was recorded for year ended December 31, 2020. As of December 31, 2020 and 2019, the Company’s financial assets and liabilities by level within the fair value hierarchy are as follows: 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 — 97,310 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 |
FINANCIAL RISK MANAGEMENT_2
FINANCIAL RISK MANAGEMENT | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FINANCIAL RISK MANAGEMENT | ||
FINANCIAL RISK MANAGEMENT | NOTE 28 — FINANCIAL RISK MANAGEMENT The Company’s activities expose it to certain financial risks mainly related to: ➢ market risk (currency risk, interest rate risk and price risk); ➢ credit risk, and ➢ liquidity risk. The board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board has established the risk committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports quarterly to the board of directors on its activities. The Group’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Group’s board of directors oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Market risk Interest rate risk Fluctuations in interest rates impact on the value of investments and financing activities, giving rise to interest rate risk. The debt of the Company is comprised of different instruments, which bear interest at either fixed or floating interest rates. The ratio of fixed and floating rate instruments in the loan portfolio is monitored and managed, by incurring either variable rate bank loans or fixed rate bonds as necessary. Interest rate swaps are also used where appropriate, in order to convert borrowings into either variable or fixed, in order to manage the composition of the ratio. Interest rates on all borrowings compare favorably with those rates available in the market. The Company policy with regards to financial assets, is to invest cash at floating rates of interest and to maintain cash reserves in short-term investments in order to maintain liquidity, while also achieving a satisfactory return for shareholders. Foreign currency risk The Company is exposed to foreign currency risk as a result of certain transactions and borrowings which are denominated in foreign currencies. Exchange rate exposures are managed within approved policy parameters utilizing foreign forward exchange contracts where necessary. The foreign currencies in which the Company deals primarily are US Dollars, Singapore Dollars, Indonesian Rupees and South African Rands. Credit risk Credit risk arises from the potential default of a counterparty to an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables) and financial activities, including deposits with banks and other financial institutions and other financial instruments contracted. To mitigate risks associated with trade receivables, management makes use of credit approvals, limits and monitoring, and only deals with reputable counterparties with consistent payment histories. Sufficient collateral or guarantees are also obtained when necessary. Each counterparty is analyzed individually for creditworthiness before terms and conditions are offered. The analysis involves making use of information submitted by the counterparties as well as external bureau data (where available). Counterparty credit limits are in place and are reviewed and approved by credit management committees. The exposure to credit risk and the creditworthiness of counterparties is continuously monitored. Credit loss allowances for expected credit losses are recognized for all debt instruments except those measured at fair value through profit or loss. Credit loss allowances are also recognized for loan commitments and financial guarantee contracts. For trade receivables and contract assets which do not contain a significant financing component, the loss allowance is determined as the lifetime expected credit losses of the instruments. For all other trade receivables, contract assets and lease receivables, IFRS 9 permits the determination of the credit loss allowance by either determining whether there was a significant increase in credit risk since initial recognition or by always making use of lifetime expected credit losses. Management has chosen as an accounting policy, to make use of lifetime expected credit losses. Management does therefore not make the annual assessment of whether the credit risk has increased significantly since initial recognition for trade receivables, contract assets or lease receivables. Liquidity risk The Company is exposed to liquidity risk, which is the risk that the Company will encounter difficulties in meeting its obligations as they become due. The Company manages its liquidity risk by effectively managing its working capital, capital expenditure and cash flows. The financing requirements are met through a mixture of cash generated from operations, loans payable and convertible debt. Committed borrowing facilities are available for meeting liquidity requirements and deposits are held at central banking institutions. | NOTE 30 — FINANCIAL RISK MANAGEMENT The Company’s activities expose it to certain financial risks mainly related to: ● market risk (currency risk, interest rate risk and price risk); ● credit risk, and ● liquidity risk. The board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board has established the risk committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports quarterly to the board of directors on its activities. The Group’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Group’s board of directors oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Market risk Interest rate risk Fluctuations in interest rates impact on the value of investments and financing activities, giving rise to interest rate risk. The debt of the Company is comprised of different instruments, which bear interest at either fixed or floating interest rates. The ratio of fixed and floating rate instruments in the loan portfolio is monitored and managed, by incurring either variable rate bank loans or fixed rate bonds as necessary. Interest rate swaps are also used where appropriate, in order to convert borrowings into either variable or fixed, in order to manage the composition of the ratio. Interest rates on all borrowings compare favorably with those rates available in the market. The Company policy with regards to financial assets, is to invest cash at floating rates of interest and to maintain cash reserves in short-term investments in order to maintain liquidity, while also achieving a satisfactory return for shareholders. Foreign currency risk The Company is exposed to foreign currency risk as a result of certain transactions and borrowings which are denominated in foreign currencies. Exchange rate exposures are managed within approved policy parameters utilizing foreign forward exchange contracts where necessary. The foreign currencies in which the Company deals primarily are US Dollars, Singapore Dollars, Indonesian Rupees and South African Rands. Credit risk Credit risk arises from the potential default of a counterparty to an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables) and financial activities, including deposits with banks and other financial institutions and other financial instruments contracted. To mitigate risks associated with trade receivables, management makes use of credit approvals, limits and monitoring, and only deals with reputable counterparties with consistent payment histories. Sufficient collateral or guarantees are also obtained when necessary. Each counterparty is analyzed individually for creditworthiness before terms and conditions are offered. The analysis involves making use of information submitted by the counterparties as well as external bureau data (where available). Counterparty credit limits are in place and are reviewed and approved by credit management committees. The exposure to credit risk and the creditworthiness of counterparties is continuously monitored. Credit loss allowances for expected credit losses are recognized for all debt instruments except those measured at fair value through profit or loss. Credit loss allowances are also recognized for loan commitments and financial guarantee contracts. For trade receivables and contract assets which do not contain a significant financing component, the loss allowance is determined as the lifetime expected credit losses of the instruments. For all other trade receivables, contract assets and lease receivables, IFRS 9 permits the determination of the credit loss allowance by either determining whether there was a significant increase in credit risk since initial recognition or by always making use of lifetime expected credit losses. Management has chosen as an accounting policy, to make use of lifetime expected credit losses. Management does therefore not make the annual assessment of whether the credit risk has increased significantly since initial recognition for trade receivables, contract assets or lease receivables. Liquidity risk The Company is exposed to liquidity risk, which is the risk that the Company will encounter difficulties in meeting its obligations as they become due. The Company manages its liquidity risk by effectively managing its working capital, capital expenditure and cash flows. The financing requirements are met through a mixture of cash generated from operations, loans payable and convertible debt. Committed borrowing facilities are available for meeting liquidity requirements and deposits are held at central banking institutions. |
RELATED PARTIES_2
RELATED PARTIES | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTIES | ||
RELATED PARTIES | NOTE 29 — RELATED PARTIES 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 See Note 18 — Loans Payable, Related Parties for information on related party balances. | NOTE 31 — RELATED PARTIES 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 See Note 18 — Loans Payable, Related Parties for information on related party balances. |
KEY MANAGEMENT COMPENSATION_2
KEY MANAGEMENT COMPENSATION | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
KEY MANAGEMENT COMPENSATION | ||
KEY MANAGEMENT COMPENSATION | NOTE 30 — KEY MANAGEMENT COMPENSATION The following tables set forth information regarding compensation awarded to or earned by our Executive Officers: For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Roger James Hamilton Chief Executive Officer $ 593,195 $ 28,310 $ 621,505 $ 463,235 $ 103,223 $ 566,458 Michelle Clarke Chief Marketing Officer 110,846 4,067 114,913 83,235 18,553 101,788 Suraj Naik Chief Technology Officer 88,682 3,921 92,603 67,719 13,274 80,993 Sandra Morrell Chief Operating Officer 40,172 6,748 46,920 151,439 30,284 181,723 The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the years ended December 31, 2021 and 2020. For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Patrick Grove Director $ 8,889 — $ 8,889 $ 8,705 $ 34,870 $ 43,575 Nic Lim Director 8,889 — 8,889 6,964 36,614 43,578 Anna Gong Director 8,889 — 8,889 8,705 34,870 43,575 Jeremy Harris Director 67,548 594 68,142 39,652 8,578 48,230 Dennis DuBois Director 24,000 — 24,000 20,400 3,592 23,992 Lisa Bovio Director 24,000 — 24,000 20,400 3,592 23,992 | NOTE 32 — KEY MANAGEMENT COMPENSATION The following tables set forth information regarding compensation awarded to or earned by our Executive Officers: 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 The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the years ended December 31, 2020 and 2019. 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 |
SEGMENT REPORTING_2
SEGMENT REPORTING | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEGMENT REPORTING | ||
SEGMENT REPORTING | NOTE 31 — SEGMENT REPORTING Each of the Company’s business segments offer different, but synergistic products and services, and are managed separately. Discrete financial information is available for each segment, and segment performance is evaluated based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Intercompany” which eliminates the effect of transactions between the segments. The Company’s business consists of two reportable business segments: ➢ Education — ➢ Campus — The detailed segment information of the Company is as follows: For the Periods Ended December. 31 2021 2020 Education Campus Total Education Campus Total Revenues $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 Depreciation and Amortization (1)(2) $ 426,740 $ 1,148,173 $ 1,574,913 $ 616,195 $ 954,398 $ 1,570,593 (Loss) income from Operations $ (2,153,975) $ (2,014,508) $ (4,168,484) $ 306,710 $ (2,987,559) $ (2,680,849) Net Profit or Loss $ (2,252,794) $ (2,365,255) $ (4,618,050) $ (53,722) $ (3,069,347) $ (3,123,069) Interest Expense, net $ 98,819 $ 350,747 $ 449,566 $ 107,833 $ 746,150 $ 853,983 Capital Expenditures $ — — $ — $ 437,764 $ 233,823 $ 671,587 Total Property and Equipment, net $ 15,442 $ 6,760,674 $ 6,776,116 $ 10,881 $ 7,586,109 $ 7,596,990 Total Assets $ 5,122,967 $ 12,472,440 $ 17,595,407 $ 3,336,242 $ 13,621,471 $ 16,957,713 Total Liabilities $ 3,589,315 $ 6,020,096 $ 9,609,411 $ 5,852,323 $ 3,399,301 $ 9,251,624 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment Consists of $1,109,309 (2020- $937,773 ) which is included in cost of revenue and $38,864 (2020- $47,537 ) which is included in operating expenses in the accompanying statements of operations. A summary of revenue by geographic location appears below: 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 3,630,760 $ 1,554,828 $ 5,185,588 $ 2,068,037 $ 1,010,699 $ 3,078,736 Asia / Pacific 3,346,691 1,547,382 4,894,073 1,954,842 1,004,867 2,959,709 North America / South America 2,698,601 — 2,698,601 1,595,331 — 1,595,331 $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 602 $ 8,476,791 8,477,393 $ 802 $ 503,853 $ 504,655 Asia / Pacific — 2,120,102 2,120,102 499,772 10,500,388 11,000,159 North America / South America 501,750 — 501,750 516,296 — 516,296 $ 502,352 $ 10,596,893 11,099,245 $ 1,016,870 $ 11,004,240 $ 12,021,110 | NOTE 33 — SEGMENT REPORTING Each of the Company’s business segments offer different, but synergistic products and services, and are managed separately. Discrete financial information is available for each segment, and segment performance is evaluated based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Intercompany” which eliminates the effect of transactions between the segments. The Company’s business consists of two reportable business segments: ● Education — entrepreneur education, management consultancy and business development tools. ● Campus — resorts, retreats and co-working cafes for entrepreneurs. The detailed segment information of the Company is as follows: The detailed segment information of the Company is as follows: 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 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment consists of $913,492 (2019- $937,773 ) which is included in cost of revenue and $40,906 (2019- $47,537 ) which is included in operating expenses in the accompanying statements of operations. 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 (1) Depreciation and amortization adjustments are adjusted to cost of revenue in the accompanying statements of operations. A summary of revenue by geographic location appears below: 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 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2020 2019 As restated 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 |
EVENTS AFTER THE REPORTING PE_8
EVENTS AFTER THE REPORTING PERIOD | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EVENTS AFTER THE REPORTING PERIOD | ||
EVENTS AFTER THE REPORTING PERIOD | NOTE 32 — EVENTS AFTER THE REPORTING PERIOD Convertible Debt Obligations Subsequent to December 31, 2021 and prior to the issuance of these financial statements, convertible debt obligations consisting of $229,237 of principal and accrued interest were converted into 38,206 shares of Genius Group Ltd pursuant to conversion offers extended by the Company. Shares Issued for Cash Subsequent to December 31, 2021 and prior to the issuance of these financial statements, GeniusU Ltd sold an aggregate non-controlling interest of 0.61% of GeniusU Ltd for gross proceeds of $1,528,000 and incurred aggregate issuance costs of $30,560. Initial Public Offering Subsequent to December 31, 2021 and prior to the issuance of these financial statements, Genius Group consummated its initial public offering on the NYSE American (ticker: GNS) as of April 14, 2022 with the issuance of 3,272,727 ordinary shares at an IPO price of $6 per share. The Group also changed underwriters from ThinkEquity LLC to Boustead LLC. Business Combinations Subsequent to December 31, 2021 and prior to the issuance of these financial statements, On April 21, 2022, Genius Group Limited, a Singapore public limited company (“Genius Group”), announced that it completed a series of business combinations with Education Angels in Home Childcare Limited (“Education Angels”), Property Investors Network Ltd and Mastermind Principles Limited (“PIN” and collectively the “IPO Acquisitions”). The Company is also in the process of trying to close two additional acquisitions: University of Antelope Valley and E-Square. In relation to the completed business combinations, the Company intends to obtain an independent valuation of the purchase price allocation for each acquisition. As of the date of the issuance of these financial statements this valuation is not yet available. As such, the disclosures required by IFRS 3 paragraph B64 are not included in these financial statements. Such disclosures are expected to be included in the next financial statements issued by the Company. The detailed terms of each acquisition is stated below. Education Angels Education Angels delivers home educators and childcare for 0-5 year old’s with creative thinking and play modules. ➢ The Share Purchase Agreement was signed on October 22, 2020 between Genius Group and the owners of Education Angels, David Raymond Hitchins and Angela Stead, for the purchase of 100% of the shares in Education Angels. ➢ The purchase price was NZ$3 million (approximately US$2 million) calculated as 2x the annual revenue in 2019 or 2020 (whichever is higher) of Education Angels, with a minimum purchase price of NZ$3 million (approximately US$2 million). ➢ The payment was 100% in shares of Genius Group. ➢ The share purchase included all rights, title, interest and benefits appertaining to the company, including all contracts, intellectual property, goodwill and ongoing operations, all assets and liabilities on the balance sheet as of the date of the acquisition, less any director’s loans or shareholder’s loans. ➢ The sellers agreed not to sell any shares in Genius Group for at least 6 months from closing in the case of David Hitchins and 12 months in the case of Angie Stead. ➢ Both parties have provided various representations, warranties and indemnifications as part of the agreement. ➢ An extending letter was signed on September 30, 2021 to extend the terms of the agreement to December 31, 2021. ➢ An extending letter was signed on December 17, 2021 to extend the terms of the agreement to March 31, 2022. ➢ An extending letter was signed on March 24, 2022 to extend the terms of the agreement to June 30, 2022. The acquisition of Education Angels was completed on April 30, 2022. Property Investors Network PIN is a UK-based property networking organization. ➢ The Share Purchase Agreement was signed on November 30, 2020, between Genius Group and the owner of PIN, Simon Zutshi on behalf of Property Mastermind International Pte Ltd (MPL), for the purchase of 100% of the shares in Property Investors Network Ltd and Mastermind Principles Ltd. ➢ The purchase price was GBP 3.6 million (Approximately $4.7 million) calculated as 1x the annual revenue in 2019 or 2020 (whichever was higher) of the two companies in the agreement. ➢ The payment was 10% in cash and 90% in Genius Group ordinary shares, with the shares paid on closing and the cash paid within 7 days of closing. ➢ The share purchase included all rights, title, interest and benefits appertaining to the company, including all contracts, intellectual property, goodwill and ongoing operations, all assets and liabilities on the balance sheet as of the date of the acquisition, less any director’s loans or shareholder’s loans. ➢ The parties agreed to clear all director’s loans and shareholder’s loans from the balance sheets of the two companies first by Genius Group paying £1.5 million (US$2.0 million) to MPL on behalf of the seller in order to pay off part of the outstanding loans, and second by the seller repaying any remaining unpaid loans within three years of the closing date. ➢ Both parties provided various representations, warranties and indemnifications as part of the agreement. ➢ An extending letter was signed on September 30, 2021 to extend the terms of the agreement to December 31, 2021. ➢ An extending letter was signed on December 17, 2021 to extend the terms of the agreement to March 31, 2022. ➢ An extending letter was signed on March 24, 2022 to extend the terms of the agreement to June 30, 2022. ➢ An amendment was signed on April 30, 2022, to reflect a change in the terms of the purchase price consideration to 2x revenue or 10x EBITDA. The acquisition of Property Investors Network was completed on April 30, 2022. E-Square E-Square is a full campus with primary, secondary and college education for students in entrepreneurship. The terms of the acquisition were amended on April 19, 2022 to reflect that the closing is conditioned upon the approval of the South African Reserve Bank. An extending letter was signed on March 24, 2022 to extend the terms of the agreement to June 30, 2022. The acquisition of E-Square closed May 31, 2022. University of Antelope Valley UAV is a California-based, WASC accredited, U.S. university issuing degrees on campus and on-line. Per the terms of the agreement, Genius Group has already paid UAV US$7 million in cash and 1 million Genius Group ordinary shares (valued at US$6 million) as closing consideration. An amendment was signed on May 18, 2022 to adjust the closing date to June 30, 2022 as well as updating the ‘payment of top up consideration’ based on the performance of UAV over the 2022, 2023 and 2024 fiscal years. A further amendment was signed on June 30, 2022 to adjust the closing date to July 7, 2022. The acquisition of UAV was closed on July 7, 2022. | NOTE 34 — EVENTS AFTER THE REPORTING PERIOD Convertible Debt Obligations Subsequent to December 31, 2020 and prior to the issuance of these financial statements, convertible debt obligations consisting of $161,500 of principal and $6,170 of accrued interest were converted into 13,307 shares of GeniusU Ltd pursuant to conversion offers extended by the Company. Shares Issued for Cash Subsequent to December 31, 2020 and prior to the issuance of these financial statements, GeniusU Ltd sold an aggregate non-controlling interest of 2.45% of GeniusU Ltd for gross proceeds of $2,652,577 and incurred aggregate issuance costs of $53,052. Subsequent to December 31, 2020 and prior to the issuance of these financial statements, Entrepreneur Resorts Ltd commenced making offers for sale of shares. No shares have been issued as of the date of issuance of these financial statements. Stock Split On April 29, 2021, Genius Group Ltd effected a 6-for-1 stock split with respect to ordinary shares. Refer to Note 21 for more information on the retroactive effect of the share split on specific disclosures in these financial statements. Stock-Based Compensation Subsequent to December 31, 2020 and prior to the issuance of these financial statements, Genius Group Ltd agreed to issue an aggregate of 63,842 options for shares of common stock to key management and partners. The options vest at various stages over three years, subject to satisfaction of relevant conditions including continued employment. Business Combinations The Pre-IPO Group continues to make acquisitions to accelerate the revenue and profitability growth of the Group, to add valuable assets to the Group portfolio, and to fulfill management’s vision for the business — in terms of both positive impact on customers and shareholder value. The Pre-IPO Group believes that the acquisitions will further enhance the efficiency of the Group and will add value through synergies and leverage. Subsequent to December 31, 2020, and prior to the issuance of these financial statements, the Pre-IPO Group executed definitive agreements to close the following business combinations upon the completion of the Pre-IPO Group’s initial public offering: Genius Group Ltd.’s Pending Acquisition of Education Angels On October 22, 2020, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of Education Angels in Home Childcare Limited for purchase consideration of NZ 3 million (approximately $2.0 million US dollars) of Genius Group Ltd ordinary shares. Education Angels delivers home educators and childcare for 0-5 year olds with creative thinking and play modules. Genius Group Ltd.’s Pending Acquisition of E-Square On November 28, 2020, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of E-Squared Education Enterprises (Pty) Ltd for purchase consideration of ZAR 10 million (approximately $654,000 US dollars) of Genius Group Ltd.’s ordinary shares. E-Square is a full campus with primary, secondary and college education for students in entrepreneurship. Genius Group Ltd.’s Pending Acquisition of Property Investors Network On November 30, 2020, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of Property Investors Network Ltd and Mastermind Principles Limited for purchase consideration equal to its December 31, 2019, annual revenue, of which 90% will be paid in Genius Group Ltd ordinary shares and 10% will be paid in cash. Property Investors Network is an investor education network with investor meetups held in 50 cities and on-line. Genius Group Ltd.’s Pending Acquisition of the University of Antelope Valley On March 22, 2021, Genius Group Ltd signed a definitive agreement to acquire 100% of the voting equity interest of University of Antelope Valley for $30 million of purchase consideration, including $6 million of Genius Group Ltd ordinary shares and $24 million of cash. The University of Antelope Valley is a California-based, WASC accredited, U.S. university issuing degrees on campus and on-line. An amendment was signed on March 24, 2022 to amend the consideration to $6.5 million in cash, $6 million in shares in Genius Group and $17.5 million in a note payable. |
RESTATEMENT OF THE PREVIOUSLY I
RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS | |
RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 35 — RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS The financial statements have been restated to reflect the correction to the accounting policy for common control business combinations as discussed in Note 2 for the following common control business combinations: ● acquisition of Entrepreneur Resorts Pte Ltd (“ERPL”) by Entrepreneur Resorts Ltd (“ER”) in May 2017 ● acquisition of Wealth Dynamics Pte Ltd (“WD”) by Genius Group Ltd (“GG”) on August 30, 2019 ● acquisition of Entrepreneur Resorts Ltd (“ER”) by Genius Group Ltd (“GG”) on June 30, 2020 The impact of the restatement on the Consolidated Statements of Financial Position as of December 31, 2020 and 2019 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Changes in Stockholders’ Equity and Consolidated Statements of Cash Flows for the years then ended is presented in the tables below. As of and for the year ended December 31, 2020 ● increase in Property and equipment $346,144 , being reversal of translation adjustment on ER acquisition and subsequent depreciation ● reduction in Goodwill of $17,437,545 to remove increase in valuation arising from ERPL, WD and ER acquisitions ● reduction in Intangible assets of $19,736,335 to remove increase in valuation arising from WD and ER acquisitions and subsequent amortization ● reduction in Deferred tax liability of $3,291,521 relating to Intangible assets on WD and ER acquisitions and subsequent amortization ● the recording of a $33,900,850 reduction to reserves account being the excess of purchase consideration over book value of net assets on ERPL, WD and ER acquisitions ● reduction in Cost of revenue of $569,733 being reduction in amortization of intangible assets ● reduction in Income tax benefit of $285,331 being reduction in amortization of deferred tax liability ● increase in Non-controlling interest of $5,869 as a result of reduction in Net loss ● reduction in Basic and diluted loss per share from continuing operations of $0.02 as a result of reduction in Net loss As of and for the year ended December 31, 2019 ● reduction in Goodwill of $8,778,904 to remove increase in valuation arising from ERPL and WD acquisitions ● reduction in Intangible assets of $5,243,333 to remove increase in valuation arising from WD acquisition and subsequent amortization ● reduction in Deferred tax liability of $581,134 relating to Intangible assets on WD acquisition and subsequent amortization ● the recording of a $13,521,337 reduction to reserves account being the excess of purchase consideration over book value of net assets on ERPL and WD acquisitions ● reduction in Cost of revenue of $96,667 being reduction in amortization of intangible assets ● reduction in Income tax benefit of $16,433 being reduction in amortization of deferred tax liability ● reduction in Basic and diluted loss per share from continuing operations of $0.01 as a result of reduction in Net loss 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) 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) |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. | Basis of Presentation The consolidated financial statements have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these consolidated financial statements and the International Business Companies Act of 2016. The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The consolidated financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is USD. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through the use of its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. | Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Subsidiaries are entities (including structured entities) which are controlled by the Company. The Company has control of an entity when it is exposed to or has rights to variable returns from involvement with the entity and it has the ability to affect those returns through use its power over the entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the Company. All inter-company transactions, balances, and unrealized gains on transactions between consolidated companies are eliminated in full upon consolidation. Unrealized losses on transactions between consolidated companies are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the asset transferred. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as of the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising from the acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company has elected to account for common control business combinations using the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity, as if the acquisition had taken place at the beginning of the earliest period presented. On the acquisition date, the Company records any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholders’ Equity. | Business Combinations (as restated) The Company accounts for business combinations using the acquisition method of accounting in accordance with IFRS. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in stockholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within stockholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 — Business Combinations (“IFRS 3”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held For Sale and Discontinued Operations, which are recognized at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non- controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by IFRS. In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in stockholders’ equity are recognized in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases, the goodwill is translated to the functional currency of the Company at the end of each reporting period with the adjustment recognized in equity through to other comprehensive income. Common control business combinations are outside the scope of IFRS 3. The Company previously elected to account for common control business combinations using a modified acquisition method. This accounting policy was applied consistently to similar transactions. The Company’s policy was to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to restate the common control entity’s identifiable assets, liabilities and contingent liabilities to their fair values as of the acquisition date and record goodwill, similar to the acquisition method. The Company has changed its policy to correct its accounting for common control business combinations, from the modified acquisition method to the book value method. This accounting policy is applied consistently to similar transactions. The Company’s policy is to present the financial statements for the pre-acquisition period to include the results of the common control entity as if the acquisition had taken place at the beginning of the earliest period presented and, on the acquisition date, to record any difference between the acquisition consideration and the book value of net assets at that date against reserves under Stockholder’s Equity. |
Restatement of the Consolidated Financial Statements | Restatement of the Consolidated Financial Statements The Company has restated its consolidated financial statements as of and for the years ended December 31, 2020 and 2019 as a result of the correction to the policy for accounting for common control business combinations, as noted above. See Note 4 — Business Combinations. See Note 35 — Restatement of Previously Issued Audited Consolidated Financial Statements for additional information regarding the restatement adjustments made to the consolidated financial statements as a result of the above noted accounting policy correction for common control business combinations. | |
Significant judgments and use of estimates | Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. | Significant judgments and use of estimates The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under these circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. |
Critical judgements in applying accounting policies | Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. | Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the financial statements. |
Fair value estimation | Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. | Fair value estimation Several assets and liabilities of the Company are either measured at fair value or disclosure is made of their fair values. Observable market data is used as inputs to determine fair value, to the extent that such information is available. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. | Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less. |
Trade and other receivables | Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in statement of operations and comprehensive loss. | Trade and other receivables Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. Trade and other receivables, are classified as financial assets subsequently measured at amortized cost, adjusted for any loss allowance. For receivables which contain a significant financing component, interest income is calculated using the effective interest method, and is included in profit or loss in investment income. |
Inventories | Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. | Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of items that are not ordinarily interchangeable, and goods or services produced and segregated for specific projects, are assigned using specific identification of the individual costs. The cost of inventories is assigned using the first-in, first-out (FIFO) formula. The same cost formula is used for all inventories having a similar nature and use to the entity. When inventories are sold, the carrying amount of those inventories are recognized as cost of sales in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value are recognized as a reduction in the amount general and administrative expenses in the period in which the reversal occurs. |
Property and Equipment | Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2021, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. | Property and Equipment Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Any decrease in an asset’s carrying amount, as a result of a revaluation, is recognized in profit or loss in the current year. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the accumulated other comprehensive income attributable to the asset; all other decreases are charged to profit or loss. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Company. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The useful lives of items of property and equipment have been assessed as follows: Depreciation Useful Category Method 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 Leasehold improvements are amortized over the period of the lease or useful lives of the asset, whichever is shorter. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. An item of property or equipment is derecognized upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property or equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognized. As of December 31, 2019, the Company had $825,307 of construction in progress that had been placed into service in February 2020. As of December 31, 2020, the Company had $0 of construction in progress. No depreciation expense is recorded on construction in progress until such time as the assets are completed and placed into service. |
Intangible assets | Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ➢ it is technologically feasible to complete the asset so that it will be available for use or sale. ➢ there is an intention to complete and use or sell it. ➢ there is an ability to use or sell it. ➢ it will generate probable future economic benefits. ➢ there are available technical, financial and other resources to complete the development and to use or sell the asset. ➢ the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. | Intangible assets An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Deferred development costs arising from development expenditures on GeniusU are recognized as an intangible asset when: ● it is technically feasible to complete the asset so that it will be available for use or sale. ● there is an intention to complete and use or sell it. ● there is an ability to use or sell it. ● it will generate probable future economic benefits. ● there are available technical, financial and other resources to complete the development and to use or sell the asset. ● the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete, and the asset is available for use. Development costs are amortized based on a useful life of five years. In addition, Entrepreneurs Institute developed content, customer relationships, and trade names and trademarks were recognized as part of the acquisition accounting in August 2019, and Entrepreneur Resorts’ developed content, trade names and trademarks, and databases were recognized as part of the acquisition accounting in July 2020. Developed content is being amortized over ten years, and customer relationships and databases are being amortized over seven years. Trade names and trademarks have been determined to have an indefinite useful life. See Note 4 — Business Combinations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ➢ first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ➢ then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. | Impairment of Long-Lived Assets Impairment tests are performed on property and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognized immediately in profit or loss to bring the carrying amount in line with the recoverable amount. For intangible assets, reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for impairment and the remaining carrying amount is amortized over its useful life. Management assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash- generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortization is recognized immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. An impairment loss is recognized for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: ● first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and ● then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortization other than goodwill is recognized immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. |
Financial Instruments | Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ➢ Mandatorily at fair value through profit or loss; or ➢ Designated as of fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ➢ Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ➢ Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as of amortized cost or at fair value through other comprehensive income); or ➢ Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ➢ Amortized cost; ➢ Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ➢ Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ➢ the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as of fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as of fair value through other comprehensive income. The designation as of fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as of fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 27, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. | Financial Instruments Financial instruments held by the Company are classified in accordance with the provisions of IFRS 9 — Financial Instruments. Broadly, the classification possibilities, which are adopted by the Company, as applicable, are as follows: Financial assets which are equity instruments: ● Mandatorily at fair value through profit or loss; or ● Designated as at fair value through other comprehensive income. (This designation is not available to equity instruments which are held for trading or which are contingent consideration in a business combination). Financial assets which are debt instruments: ● Amortized cost. (This category applies only when the contractual terms of the instrument give rise, on specified dates, to cash flows that are solely payments of principal and interest on principal, and where the instrument is held under a business model whose objective is met by holding the instrument to collect contractual cash flows); or ● Mandatorily at fair value through profit or loss. (This classification automatically applies to all debt instruments which do not qualify as at amortized cost or at fair value through other comprehensive income); or ● Designated at fair value through profit or loss. (This classification option can only be applied when it eliminates or significantly reduces an accounting mismatch; Financial liabilities: ● Amortized cost; ● Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a business combination or to liabilities which are held for trading); or ● Designated at fair value through profit or loss. (This classification option can be applied when it eliminates or significantly reduces an accounting mismatch; ● the liability forms part of a group of financial instruments managed on a fair value basis; or it forms part of a contract containing an embedded derivative and the entire contract is designated as at fair value through profit or loss). Trade and other receivables Trade and other receivables, including amounts due from related parties, are classified as financial assets subsequently measured at amortized cost. They have been classified in this manner because their contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding, and the Company’s business model is to collect the contractual cash flows on trade and other receivables. Trade and other receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. A loss allowance for expected credit losses is recognized on trade and other receivables and is updated at each reporting date. The Company measures the loss allowance for trade and other receivables at an amount equal to lifetime expected credit losses (lifetime ECL), which represents the expected credit losses that will result from all possible default events over the expected life of the receivable. A provision matrix is used as a practical expedient to the determination of expected credit losses on trade and other receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate. The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of trade and other receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance. Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. Investments in equity instruments Investments in equity instruments are presented in Note 10, Investments at Fair Value. Investments in equity instruments are designated as mandatorily at fair value through profit or loss. As an exception to this classification, the Company may make an irrevocable election, on an instrument-by-instrument basis, and on initial recognition, to designate certain investments in equity instruments as at fair value through other comprehensive income. The designation as at fair value through other comprehensive income is never made on investments which are either held for trading or contingent consideration in a business combination. Investments in equity instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. The investments are measured, at initial recognition, at fair value. Transaction costs are added to the initial carrying amount for those investments which have been designated as at fair value through other comprehensive income. All other transaction costs are recognized in profit or loss. Investments in equity instruments are subsequently measured at fair value with changes in fair value recognized either in profit or loss or in other comprehensive income (and accumulated in equity in the reserve for valuation of investments), depending on their classification. Fair value gains or losses recognized on investments at fair value through profit or loss are included in other operating gains (losses). Dividends received on equity investments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in investment income. Investments in equity instruments are not subject to impairment provisions. The gains or losses which accumulated in equity in the reserve for valuation of investments for equity investments at fair value through other comprehensive income are not reclassified to profit or loss on derecognition of the related investment. Instead, the cumulative amount is transferred directly to retained earnings. Trade and other payables Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortized cost. They are recognized when the Company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. If trade and other payables contain a significant financing component, and the effective interest method results in the recognition of interest expense, then it is included in profit or loss. Trade and other payables expose the Company to liquidity risk and possibly to interest rate risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. |
Loans payable and convertible debt | Loans payable and convertible debt Loans payable are recognized when the Company becomes a party to the contractual provisions of the loan and are classified as financial liabilities subsequently measured at amortized cost. The loans are measured, at initial recognition, at fair value plus transaction costs, if any, and are subsequently measured at amortized cost using the effective interest method. Interest expense, calculated on the effective interest method, is included in profit or loss. Borrowings expose the Company to liquidity risk. Refer to Note 30, Financial Risk Management, for details of risk exposure and management thereof. Convertible debt is bifurcated into its liability component and equity or derivative liability component at the date of issue, in accordance with the substance of the debt agreements. Conversion options that are bifurcated as derivative liabilities are recorded as a debt discount, which is amortized over the term of the related debt. Derivative liabilities are recorded at fair value at issuance and are marked-to-market at each statement of financial position date. | |
Income taxes Current income taxes | Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ➢ a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ➢ a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. | Income taxes Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred taxes A deferred tax asset or liability is recognized for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. A deferred tax asset is recognized for the carry forward of unused tax losses and unused Secondary Tax on Companies (“STC”) credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred taxes are recognized as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: ● a transaction or event which is recognized, in the same or a different period, to other comprehensive income, or ● a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. |
Leases | Leases The Company accounts for its various operating leases in accordance with adopted IFRS 16, Leases (“IFRS 16’) on January 1, 2019. Management assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to assess whether a contract is or contains a lease, management determines whether the asset under consideration is “identified,” which means that the asset is either explicitly or implicitly specified in the contract and that the supplier does not have a substantial right of substitution throughout the period of use. Once management has concluded that the contract includes an identified asset, the right to control the use thereof is considered. To this end, control over the use of an identified asset only exists when the Company has the right to substantially all of the economic benefits from the use of the asset as well as the right to direct the use of the asset. Pursuant to IFRS 16, a lease liability and corresponding right-of-use asset are recognized at the lease commencement date for all lease agreements for which the Company is a lessee. Details of leasing arrangements where the Company is a lessee are presented in Note 9, Right of Use Asset and Lease Liability. Right-of-use assets Right-of-use assets are presented as a separate line item on the consolidated statement of financial position. Lease payments included in the measurement of the lease liability comprise the following: ➢ the initial amount of the corresponding lease liability; ➢ any lease payments made at or before the commencement date; ➢ any initial direct costs incurred; ➢ any estimated costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, when the Company incurs an obligation to do so, unless these costs are incurred to produce inventories; and ➢ less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of a lease. For right-of-use assets which are depreciated over their useful lives, the useful lives are determined consistently with items of the same class of property and equipment. Refer to the accounting policy for property and equipment for details of useful lives. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. Each part of a right-of-use asset with a cost that is significant in relation to the total cost of the asset is depreciated separately. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. Lease liability The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: ➢ fixed lease payments, including in-substance fixed payments, less any lease incentives; ➢ variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ➢ the amount expected to be payable by the Company under residual value guarantees; ➢ the exercise price of purchase options, if the Company is reasonably certain to exercise the option; ➢ lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and ➢ penalties for early termination of a lease, if the lease term reflects the exercise of an option to terminate the lease. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability (or right-of-use asset). The related payments are recognized as an expense in the period incurred and are included in operating expenses. The lease liability is presented as a separate line item on the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect lease payments made. Interest charged on the lease liability is included in interest expense on the accompany consolidated statements of operations and comprehensive loss. Management remeasures the lease liability when: ➢ there has been a change to the lease term, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ➢ there has been a change in the assessment of whether the Company will exercise a purchase, termination or extension option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ➢ there has been a change to the lease payments due to a change in an index or a rate, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); ➢ there has been a change in expected payment under a residual value guarantee, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate; ➢ a lease contract has been modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised payments using a revised discount rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of- use asset or is recognized in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Leases accounted for under IAS 17 Pursuant to IAS 17, a lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. For leases classified as finance leases, the property is capitalized as leasehold property and is depreciated over the lease term. Leased assets are depreciated over the shorter of their expected useful lives and the lease term. Finance leases are recognized as assets and liabilities in the consolidated statement of financial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheet as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining balance of the liability. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. The difference between the amounts recognized as an expense and the contractual payments are recognized as an operating lease asset. This liability is not discounted. Any contingent rents are expensed in the period they are incurred. | Leases The Company adopted IFRS 16, Leases (“IFRS 16’) on January 1, 2019. Management assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to assess whether a contract is or contains a lease, management determines whether the asset under consideration is “identified,” which means that the asset is either explicitly or implicitly specified in the contract and that the supplier does not have a substantial right of substitution throughout the period of use. Once management has concluded that the contract includes an identified asset, the right to control the use thereof is considered. To this end, control over the use of an identified asset only exists when the Company has the right to substantially all of the economic benefits from the use of the asset as well as the right to direct the use of the asset. Pursuant to IFRS 16, a lease liability and corresponding right-of-use asset are recognized at the lease commencement date for all lease agreements for which the Company is a lessee. Details of leasing arrangements where the Company is a lessee are presented in Note 9, Right of Use Asset and Lease Liability. Right-of-use assets Right-of-use assets are presented as a separate line item on the consolidated statement of financial position. Lease payments included in the measurement of the lease liability comprise the following: ● the initial amount of the corresponding lease liability; ● any lease payments made at or before the commencement date; ● any initial direct costs incurred; ● any estimated costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, when the Company incurs an obligation to do so, unless these costs are incurred to produce inventories; and ● less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of a lease. For right-of-use assets which are depreciated over their useful lives, the useful lives are determined consistently with items of the same class of property and equipment. Refer to the accounting policy for property and equipment for details of useful lives. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. Each part of a right-of-use asset with a cost that is significant in relation to the total cost of the asset is depreciated separately. The depreciation charge for each year is recognized in profit or loss unless it is included in the carrying amount of another asset. Lease liability The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: ● fixed lease payments, including in-substance fixed payments, less any lease incentives; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the Company under residual value guarantees; ● the exercise price of purchase options, if the Company is reasonably certain to exercise the option; ● lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and ● penalties for early termination of a lease, if the lease term reflects the exercise of an option to terminate the lease. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability (or right-of-use asset). The related payments are recognized as an expense in the period incurred and are included in operating expenses. The lease liability is presented as a separate line item on the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect lease payments made. Interest charged on the lease liability is included in interest expense on the accompany consolidated statements of operations and comprehensive loss. Management remeasures the lease liability when: ● there has been a change to the lease term, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● there has been a change in the assessment of whether the Company will exercise a purchase, termination or extension option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● there has been a change to the lease payments due to a change in an index or a rate, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); ● there has been a change in expected payment under a residual value guarantee, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate; ● a lease contract has been modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised payments using a revised discount rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of- use asset or is recognized in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Leases accounted for under IAS 17 Pursuant to IAS 17, a lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. For leases classified as finance leases, the property is capitalized as leasehold property and is depreciated over the lease term. Leased assets are depreciated over the shorter of their expected useful lives and the lease term. Finance leases are recognized as assets and liabilities in the consolidated statement of financial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheet as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining balance of the liability. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. The difference between the amounts recognized as an expense and the contractual payments are recognized as an operating lease asset. This liability is not discounted. Any contingent rents are expensed in the period they are incurred. |
Contributed capital and equity | Contributed capital and equity Contributed capital represents the aggregate shareholder investment in Genius Group Ltd and ERL. Non-controlling interest represents the portion of comprehensive income (loss) and net assets attributable to minority shareholders. Non-controlling interest is identified in the consolidated statements of operations and under equity in the consolidated statements of financial position. | Contributed capital and equity Contributed capital represents the aggregate shareholder investment in Genius Group Ltd and ERL. Non-controlling interest represents the portion of comprehensive income (loss) and net assets attributable to minority shareholders. Non-controlling interest is identified in the consolidated statements of operations and under equity in the consolidated statements of financial position. |
Revenue from contracts with customers | Revenue from contracts with customers The Company recognizes revenue from the following major sources: ➢ Digital education platform ➢ In person education courses ➢ Sales of goods — ➢ Service revenue Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A detailed analysis of performance obligations for each revenue source follows. Digital education platform This revenue is derived from online workshops, training programs, assessments, courses, accreditations certifications and licences provided by both the Company itself and by partners, as well as memberships. Revenue is derived, and performance obligations are fulfilled, over the course of delivery of the product or service, which may be at the time of sale or may be monthly for up to twelve months. The company is compensated by way of fees for the product or service as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. In person education courses This revenue is derived from workshops, training programs and conferences that are delivered in person at the Company’s campuses or third party venues. Revenue is derived, and performance obligations are fulfilled, at the time of delivering the event. The company is compensated by way of course fees as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. Sales of goods — retail This revenue is derived by the Company’s campus businesses and includes food and beverage, spa products, merchandise and ancillary products. Revenue is derived, and performance obligations are fulfilled, at the point in time of providing the goods; in the case of food and beverage delivered as part of a pre-paid accommodation package, revenue is recognized daily over the time of guests’ duration of stay. The company is compensated based on the advertised or agreed price of the goods as part of accommodation packages or on in-house menus in the case of food and beverage, and on in-house price lists or price tickets in the case of spa products, merchandise and ancillary products. The Company’s typical customer for this revenue source is: ➢ an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ➢ individuals, families and companies who are not necessarily seeking education but are attracted to the Company ’ Service revenue This revenue is derived by the Company’s campus businesses and includes accommodation, spa, conferences and events, and memberships. Revenue is derived, and performance obligations are fulfilled, at the time of providing the services; in the case of accommodation as part of a pre-paid booking, revenue is recognized daily over the time of guests’ duration of stay, and for memberships revenue is recognized monthly over the course of delivery of the product or service which may be up to twelve months. The company is compensated based on the advertised or agreed price of the goods as displayed online by the company or booking agents in the case of accommodation, on in-house price lists in the case of spa, by tailored quote in the case of conferences and events, and as displayed in-house or online in the case of memberships. The Company’s typical customer for this revenue source is: ➢ an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ➢ individuals, families and companies who are not necessarily seeking education but are attracted to the Company ’ Deferred revenue The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A contract asset (accounts receivable) is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records a contract liability (deferred revenue) until the performance obligations are satisfied. Deferred revenue represents the Company’s contract liability for cash collections received from its customers in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. As of December 31, 2021, the Company had deferred revenue for remaining unsatisfied performance obligations of $2,561,912 (2020: $1,546,712), which is expected to be recognized within one year. During the year ended December 31, 2021, the Company recognized revenue of $758,794 (2020: $2,905,691) that was included in the deferred revenue balance at the beginning of the period. | Revenue from contracts with customers The Company recognizes revenue from the following major sources: ● Digital education platform ● In person education courses ● Sales of goods — retail ● Service revenue Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A detailed analysis of performance obligations for each revenue source follows. Digital education platform This revenue is derived from online workshops, training programs, assessments, courses, accreditations certifications and licenses provided by both the Company itself and by partners, as well as memberships. Revenue is derived, and performance obligations are fulfilled, over the course of delivery of the product or service, which may be at the time of sale or may be monthly for up to twelve months. The company is compensated by way of fees for the product or service as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. In person education courses This revenue is derived from workshops, training programs and conferences that are delivered in person at the Company’s campuses or third-party venues. Revenue is derived, and performance obligations are fulfilled, at the time of delivering the event. The company is compensated by way of course fees as displayed at events or online. The Company’s typical customer for this revenue source is an entrepreneur who seeks to acquire education in a community environment. Sales of goods — retail This revenue is derived by the Company’s campus businesses and includes food and beverage, spa products, merchandise and ancillary products. Revenue is derived, and performance obligations are fulfilled, at the point in time of providing the goods; in the case of food and beverage delivered as part of a pre-paid accommodation package, revenue is recognized daily over the time of guests’ duration of stay. The company is compensated based on the advertised or agreed price of the goods as part of accommodation packages or on in-house menus in the case of food and beverage, and on in-house price lists or price tickets in the case of spa products, merchandise and ancillary products. The Company’s typical customer for this revenue source is: ● an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ● individuals, families and companies who are not necessarily seeking education but are attracted to the Company’s venues and locations for recreation and hospitality experiences. Service revenue This revenue is derived by the Company’s campus businesses and includes accommodation, spa, conferences and events, and memberships. Revenue is derived, and performance obligations are fulfilled, at the time of providing the services; in the case of accommodation as part of a pre-paid booking, revenue is recognized daily over the time of guests’ duration of stay, and for memberships revenue is recognized monthly over the course of delivery of the product or service which may be up to twelve months. The company is compensated based on the advertised or agreed price of the goods as displayed online by the company or booking agents in the case of accommodation, on in-house price lists in the case of spa, by tailored quote in the case of conferences and events, and as displayed in-house or online in the case of memberships. The Company’s typical customer for this revenue source is: ● an entrepreneur who seeks to acquire education in a community environment and wishes to combine learning and experiences; and ● individuals, families and companies who are not necessarily seeking education but are attracted to the Company’s venues and locations for recreation and hospitality experiences. Deferred revenue The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A contract asset (accounts receivable) is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records a contract liability (deferred revenue) until the performance obligations are satisfied. Deferred revenue represents the Company’s contract liability for cash collections received from its customers in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. As of December 31, 2020, the Company had deferred revenue for remaining unsatisfied performance obligations of $1,546,712 (2019: $3,231,431), which is expected to be recognized within one year. During the year ended December 31, 2020, the Company recognized revenue of $2,905,691 (2019: $2,155,612) that was included in the deferred revenue balance at the beginning of the period. |
Borrowing costs | Borrowing costs Coupon interest is recognized in the period in which it is incurred, while other borrowing costs (debt discount) are amortized to interest expense over the expected term of the notes using the interest method. | Borrowing costs Coupon interest is recognized in the period in which it is incurred, while other borrow costs (debt discount) are amortized to interest expense over the expected term of the notes using the interest method. |
Foreign currency transactions | Foreign currency transactions The Company’s reporting currency is the U.S. dollar. The functional currencies of the Genius Group and its subsidiaries are their local currencies (Singapore dollar, British pound, Indonesian rupiah and South African rand) and the functional currency of ERL and its subsidiaries is the U.S. dollar. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. At the end of the reporting period, assets and liabilities are translated into U.S. dollars using the exchange rate at the balance sheet date and revenue and expense accounts are translated at a weighted average exchange rate for the period or for the year then ended. Resulting translation adjustments are made directly to accumulated other comprehensive income. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period, or in previous consolidated financial statements, are recognized in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognized to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognized to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in U.S. dollars by applying to the foreign currency amount the exchange rate between the U.S. dollar and the foreign currency at the date of the cash flow. | Foreign currency transactions The Company’s reporting currency is the U.S. dollar. The functional currencies of the Genius Group and its subsidiaries are their local currencies (Singapore dollar, British pound, Indonesian rupiah and South African rand) and the functional currency of ERL and its subsidiaries is the U.S. dollar. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. At the end of the reporting period, assets and liabilities are translated into U.S. dollars using the exchange rate at the balance sheet date and revenue and expense accounts are translated at a weighted average exchange rate for the period or for the year then ended. Resulting translation adjustments are made directly to accumulated other comprehensive income. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period, or in previous consolidated financial statements, are recognized in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognized to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognized to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in U.S. dollars by applying to the foreign currency amount the exchange rate between the U.S. dollar and the foreign currency at the date of the cash flow. |
Stock-based compensation | Stock-based compensation For service-based awards, compensation expense is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. | Stock-based compensation For service-based awards, compensation expense is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of useful lives of items of property and equipment | Depreciation Useful Category Method 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 | Depreciation Useful Category Method 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 |
RECENT ACCOUNTING PRONOUNCEME_4
RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ||
Schedule of recently adopted accounting standards | Effective for periods Standard/Interpretation 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 | |
Schedule of recent accounting standard not yet adopted | Effective for periods Standard/Interpretation beginning on or after 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 2018-2021 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 | Effective for periods Standard/Interpretation 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 |
BUSINESS COMBINATIONS (Tables_2
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about business combination [line items] | ||
Schedule of the allocation of the purchase consideration to the fair value of the assets and liabilities | 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 | |
Entrepreneurs Institute | ||
Disclosure of detailed information about business combination [line items] | ||
Schedule of the allocation of the purchase consideration to the fair value of the assets and liabilities | 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) | |
Matla Game Lodge | ||
Disclosure of detailed information about business combination [line items] | ||
Schedule of the allocation of the purchase consideration to the fair value of the assets and liabilities | 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 | |
Entrepreneur Resorts Limited [Member] | ||
Disclosure of detailed information about business combination [line items] | ||
Schedule of the allocation of the purchase consideration to the fair value of the assets and liabilities | 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 |
INVENTORIES (Tables)_2
INVENTORIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
Schedule of inventories | December 31, 2021 2020 Food and beverage $ 38,500 $ 42,694 Merchandise 51,777 59,943 Consumables 2,253 9,906 Total inventories $ 92,530 $ 112,543 | 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 |
PREPAID EXPENSES AND OTHER CU_5
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Summary of prepaid expenses and other current assets | December 31, 2021 2020 Prepaid expenses $ 3,349,990 $ 1,305,088 Deposits 59,925 226,189 Other receivables 80,531 17,440 Total $ 3,490,446 $ 1,548,717 | 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 |
PROPERTY AND EQUIPMENT (Table_2
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Summary of property and equipment | 2021 2020 Accumulated Carrying Accumulated Carrying Cost Depreciation Value Cost Depreciation Value Land $ 1,486,718 $ — $ 1,486,718 $ 1,486,718 $ — $ 1,486,718 Buildings 4,401,241 (989,085) 3,412,156 4,625,408 (674,781) 3,950,627 Leasehold property 4,261,623 (2,770,810) 1,490,813 4,251,845 (2,596,718) 1,655,127 Plant and machinery 136,692 (87,050) 49,642 164,137 (79,453) 84,684 Furniture and fixtures 537,964 (330,476) 207,488 466,277 (276,904) 189,373 Motor vehicles 320,103 (281,587) 38,516 341,906 (248,580) 93,326 Office equipment 26,287 (19,528) 6,759 23,599 (13,164) 10,435 IT equipment 113,790 (88,274) 25,516 113,790 (80,800) 32,990 Computer Software 4,456 (4,456) — 4,456 (4,456) — Spa equipment, curtains, crockery, glassware and linen 255,434 (196,926) 58,508 255,434 (161,724) 93,710 $ 11,554,308 $ (4,768,192) $ 6,776,116 $ 11,733,570 $ (4,136,580) $ 7,596,990 | 2020 2019 As restated Carrying Cost Accumulated Value Accumulated Carrying As restated Depreciation As restated Cost Depreciation 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 |
Summary of reconciliation of property and equipment | Reconciliation of property and equipment — 2021 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 3,950,627 — (215,291) (323,180) 3,412,156 Leasehold Property 1,655,129 — 9,777 — (174,093) 1,490,813 Plant & Machinery 84,685 9,981 — (37,427) (7,597) 49,642 Furniture and Fixtures 189,372 65,128 — 6,558 (53,570) 207,488 Motor Vehicles 93,325 — — (21,803) (33,006) 38,516 Office Equipment 10,435 2,688 — — (6,364) 6,759 IT Equipment 32,989 — — — (7,473) 25,516 Spa Equipment, curtains, crockery, glassware and linen 93,710 — — (35,202) 58,508 $ 7,596,990 $ 77,797 $ — $ (258,186) $ — $ (640,485) $ 6,776,116 Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation Balance Land 1,486,718 — — — 1,486,718 Buildings 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 | Reconciliation of property and equipment — 2020 Opening Closing Balance Additions Disposals Translation Reclass Depreciation 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 Reconciliation of property and equipment — 2019 Opening Closing Balance Additions Disposals Translation Revaluation Depreciation 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 |
RIGHT OF USE ASSET AND LEASE _6
RIGHT OF USE ASSET AND LEASE LIABILITY (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RIGHT OF USE ASSET AND LEASE LIABILITY | ||
Summary of carrying amounts of right-of-use assets | As of December 31, 2021 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 (117,959) (39,007) Accumulated depreciation on right of use assets (1,233,934) (726,246) Right of use asset, net. $ 1,077,241 $ 1,663,881 | 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 |
Summary of maturity analysis of lease liabilities | As of December 31, 2021 2020 Within one year $ 436,270 $ 545,132 Two to five years 298,594 660,034 Thereafter 9,007,645 9,924,141 9,742,509 11,129,307 Less: finance charges component (8,411,649) (9,276,243) $ 1,330,860 $ 1,853,064 Lease liabilities, current $ 436,271 $ 545,132 Lease liabilities, non-current 894,589 1,307,932 $ 1,330,860 $ 1,853,064 | 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 |
INVESTMENTS AT FAIR VALUE (Ta_2
INVESTMENTS AT FAIR VALUE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INVESTMENTS AT FAIR VALUE | ||
Schedule of investments at fair value | As of December 31, 2021 2020 Investments in YouGo World $ 28,698 $ 28,698 Other investments 371 378 Total $ 29,069 $ 29,076 | As of December 31, 2020 2019 Investments in YouGo World $ 28,698 $ 28,155 Other investments 378 371 Total $ 29,076 $ 28,526 |
GOODWILL (Tables)_2
GOODWILL (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL | ||
Summary of changes in goodwill | Balance as of January 1, 2020 $ 1,209,953 Additions – — Balance as of December 31, 2020 $ 1,209,953 Additions – foreign currency translation 110,147 Balance as of December 31, 2021 $ 1,320,100 | 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 |
INTANGIBLE ASSETS (Tables)_2
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSETS | ||
Summary of reconciliation of intangible assets | A reconciliation of intangible assets for the years ended December 31, 2021 and 2020 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2020 Additions Intangibles Expense Translation 2021 GeniusU software platform $ 2,007,182 $ 804,314 $ — $ — — $ 2,811,496 Trademarks 13,234 — 13,234 Accumulated amortization (1,015,502) — — (424,080) 9,821 (1,429,761) Net carrying value $ 1,004,914 $ 804,314 $ — $ (424,080) $ 9,821 $ 1,394,969 Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 2020 GeniusU software platform $ 1,563,193 $ 424,530 $ — $ 19,459 $ 2,007,182 Trademarks — $ 13,234 13,234 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 | A reconciliation of intangible assets for the years ended December 31, 2020 and 2019 are as follows: Balance at Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2019 Additions Intangibles Expense Translation 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 Software Purchase Foreign Balance at December 31, Development of Amortization Currency December 31, 2018 Additions Intangibles Expense Translation 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 |
DEFERRED TAX ASSETS AND LIABI_6
DEFERRED TAX ASSETS AND LIABILITIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED TAX ASSETS AND LIABILITIES | ||
Summary of Deferred tax assets and liabilities | Deferred tax assets and (liabilities) as of December 31, 2021 and 2020 and the related activity for the years ended December 31, 2021 and 2020 are as follows: Recognized Recognized Balance In In Balance December 31, Other Provision For December 31, 2020 Comprehensive Income Income Taxes 2021 Non-current assets: Intangible assets — — — $ — Property, plant, and equipment (979,612) — 96,537 $ (883,075) Other (8,431) 8,431 $ — (988,043) — 104,968 (883,075) Current assets: Receivables — — — $ — Prepaid expenses (11,849) — (5,346) $ (17,195) Other (Section 24C allowance) 26,452 23,451 116 $ 50,019 14,603 23,451 (5,230) 32,824 Current liabilities: Depreciation — — — $ — Income in Advance 98,015 — 29,114 $ 127,129 Tax Losses — — — $ — Net deferred tax assets and (liabilities) $ (875,425) $ 23,451 $ 128,852 $ (723,122) Balance December 31, Recognized In Recognized In Balance 2019, as Business Provision For December 31, restated Combinations Income Taxes 2020 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) — 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) — 280,070 — (182,056) 98,015 Net deferred tax assets and (liabilities) $ (736,645) $ (69,537) $ (69,245) $ (875,425) | Deferred tax assets and (liabilities) as of December 31, 2020 and 2019 and the related activity for the years ended December 31, 2020 and 2019 are as follows: Recognized Recognized Balance In In Balance December 31, Business Provision For December 31, 2019, as restated Combinations Income Taxes 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 Recognized In Recognized In Balance December 31, Business Provision For December 31, 2018 Combinations Income Taxes 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) |
Summary of unused tax losses for which no deferred tax assets have been recognized | Year Ended December 31, 2021 2020 Unused tax losses for which no deferred tax assets has been recognized $ (9,982,291) $ (6,155,623) Potential tax benefit of such unused tax losses at applicable statutory tax rates $ (2,050,255) $ (1,305,245) | 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) |
ACCRUED EXPENSES AND OTHER CU_5
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Schedule of accrued expenses and other current liabilities | As of December 31, 2021 2020 Accrued expenses $ 390,138 $ 233,842 North West Parks Board 1,177,050 1,049,515 Other taxation payable 33,314 104,368 VAT 48,493 28,271 Derivative liability 250,000 250,000 Sundry payables 165,307 144,226 Total $ 2,064,302 $ 1,810,222 | 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 |
DEFERRED REVENUE (Tables)_2
DEFERRED REVENUE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DEFERRED REVENUE | ||
Summary of deferred revenue | As of December 31, 2021 2021 Advance bookings for lodges $ 293,716 $ 379,305 Educational revenue paid in advance 1,630,723 1,026,700 Other prepaid income 638,473 140,707 Total $ 2,561,912 $ 1,546,712 | 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 |
Summary of analysis of contractual obligations | As of December 31, 2021 2021 Deferred revenue, beginning $ 1,546,712 $ 3,231,431 Addition 1,773,994 1,220,972 Usage (758,794) (2,905,691) Deferred revenue, ending $ 2,561,912 $ 1,546,712 |
LOANS PAYABLE (Tables)_2
LOANS PAYABLE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE | ||
Summary of loans payable | As of December 31, 2021 2020 Loans payable – current portion $ 65,415 $ 65,611 Loans payable – non-current portion 85,858 157,629 Total $ 151,273 $ 223,240 | 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 |
LOANS PAYABLE - RELATED PARTI_7
LOANS PAYABLE - RELATED PARTIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOANS PAYABLE - RELATED PARTIES | ||
Summary of loans from related parties | As of December 31, 2021 2020 Loan payable to related parties for the acquisition of Wealth Dynamics Current portion $ 425,551 $ 400,000 Non-current portion — — Subtotal 425,551 400,000 Other loans payable to related parties, current — 189,502 Total loans payable to related parties $ 425,551 $ 589,502 | 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 |
CONVERTIBLE DEBT OBLIGATIONS _5
CONVERTIBLE DEBT OBLIGATIONS (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONVERTIBLE DEBT OBLIGATIONS | ||
Summary of convertible debt obligations | As of December 31, 2021 2020 Convertible debt obligations, beg, gross $ 1,531,639 $ 1,918,340 Converted to equity (257,629) (386,701) Deferred debt discount — — Convertible debt obligations, end, net $ 1,274,010 $ 1,531,639 Convertible debt obligations, current portion $ 507,765 $ 1,531,639 Convertible debt obligations, non-current portion $ 766,245 $ 1,531,639 | 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 |
EQUITY (Tables)_2
EQUITY (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY | ||
Schedule of stock options using the Black-Scholes option pricing model and used the assumptions | For the Years Ended December 31, 2021 2020 Risk-free interest rate 0.73 % 0.13 % Contractual term (years) 1-3 2.00 Expected volatility 66.00 % 42.00 % Expected dividends 0.00 % 0.00 % | 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 % |
Summary of option activity | A summary of the option activity during the year ended December 31, 2021 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life Value Outstanding Jan. 1, 2021 73,428 5.81 1.00 97,782 Granted 85,836 5.81 2 Exercised — — — — Expired — — — — Outstanding Dec 31, 2021 159,264 5.81 1.00 | A summary of the option activity during the years ended December 31, 2020 and 2019 was as follows (revised to give retroactive effect to the 6 for 1 stock split in April 2021): Weighted Weighted Average Average Aggregate No of Share Remaining Intrinsic Options Price Life 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 |
Schedule of information related to options outstanding | The following table presents information related to options outstanding at December 31, 2021 and 2020: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2021 $ 5.81 85,836 Genius Group 1 n/a | The following table presents information related to options outstanding at December 31, 2020 and 2019: Options Outstanding Options Exercisable Weighted Average Outstanding Underlying Remaining Exercisable Exercise Number Common Life in Number of Year Price of options Stock Years Warrants 2019 $ 3.56 257,478 Genius Group n/a n/a 2020 $ 5.81 73,428 Genius Group n/a n/a |
REVENUES (Tables)_2
REVENUES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Schedule of disaggregation of revenue | For the Years Ended December 31, 2021 2020 Campus Revenue – Sale of goods $ 3,102,210 $ 1,280,320 – Rendering of services. — 735,246 Campus sub-total 3,102,210 2,015,566 Education Revenue – Digital. 9,676,052 5,298,227 – In-Person. — 319,983 Education sub-total 9,676,052 5,618,210 Total Revenue $ 12,778,262 $ 7,633,776 | 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 |
OTHER OPERATING INCOME (Table_2
OTHER OPERATING INCOME (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER OPERATING INCOME | ||
Schedule of other operating income | For the Years Ended December 31, 2021 2020 Other income $ — $ 133,519 Subsidy from Government 499,300 — $ 499,300 $ 133,519 | 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 |
GENERAL AND ADMINISTRATIVE EX_5
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||
Schedule of general and administrative expenses | For the Years Ended December 31, 2021 2020 Consulting and professional services $ 660,117 $ 424,891 Marketing 73,277 72,942 Rent expense 250,994 144,423 Repairs and maintenance 11,144 103,152 Salaries, wages, bonuses and other benefits 4,197,397 3,031,485 Travel 13,356 13,356 Utilities 142,019 112,027 Other 1,151,991 1,314,430 Development charges 456,180 378,010 Stock-based compensation 293,837 394,717 Provision for doubtful debts (39,108) 161,788 Total general and administrative expenses $ 7,211,204 $ 6,151,221 | 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 |
INTEREST EXPENSE, NET (Tables_2
INTEREST EXPENSE, NET (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTEREST EXPENSE, NET | ||
Schedule of company earned interest income and incurred interest expense | For the Years Ended December 31, 2021 2020 Interest (expense) income Bank and other cash $ (74,081) $ 55,649 Total interest (expense) income (74,081) 55,649 Interest expense/finance costs Lease liabilities 131,291 131,291 Other interest paid – loans 103,357 455,394 Amortization of debt discount 140,837 322,947 Total interest expense/ finance costs 375,485 909,632 Total interest (expense), net $ (449,566) $ (853,983) | 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) |
INCOME TAX EXPENSE (Tables)_2
INCOME TAX EXPENSE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX EXPENSE | ||
Schedule of provision for income taxes provisions (benefits) and deferred income tax | Year Ended December 31, 2021 2020 Current tax: Current tax on profits for the year $ — $ — — — Deferred income tax: (Increase) decrease in deferred tax assets (29,230) 155,603 Decrease in deferred tax liabilities (99,622) (86,358) (128,852) 69,245 (Benefit from) Provision for income taxes, as previously reported $ (128,852) $ 69,245 | 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 |
Schedule of reconciliation of income taxes at the statutory rate | Years ended December 31, 2021 2020 Income (loss) from continuing operations before provision for income taxes $ (4,618,050) $ (3,123,070) Tax at the Singapore rate of 17% $ (785,069) $ (530,922) Reconciling items: Permanent differences 31,272 39,478 Current period net operating losses not recognized as a deferred tax asset 743,997 407,519 Rate differential – non-Singapore entities (55,045) (24,305) Other deferred tax activity (64,007) 177,474 Provision for income taxes $ (128,852) $ 69,245 | 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 |
EARNINGS PER SHARE (Tables)_2
EARNINGS PER SHARE (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EARNINGS PER SHARE | ||
Summary of earnings per share | Years ended December 31, 2021 2020 Basic loss per share from continuing operations $ (0.28) $ (0.25) 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 $ (4,489,198) $ (3,192,314) Non-controlling Interest (173,959) (75,159) Loss attributable to ordinary shareholders $ (4,663,157) $ (3,117,155) Weighted average number of ordinary shares: Issued at the beginning of the year 16,155,812 9,742,998 Issued in current year — 6,412,812 Issued at the end of the year 16,155,812 16,155,812 Weighted average 16,155,812 12,575,605 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 7,138,140 | 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 |
FAIR VALUE INFORMATION (Table_2
FAIR VALUE INFORMATION (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE INFORMATION | ||
Summary of financial assets and liabilities by level within the fair value hierarchy | As of December 31, 2021 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Financial assets at amortized cost Cash $ 1,784,938 $ — $ — $ 1,784,938 Accounts receivable — 1,018,003 — 1,018,003 Other Receivable 66,000 Due from related parties — 44,245 — 44,245 Financial assets at fair value through profit or loss Investments at fair value — — 29,069 29,069 FINANCIAL LIABILITIES Financial liabilities at amortized cost Accounts payable — 1,078,381 — 1,078,381 Derivative liability — 250,000 — 250,000 Loans payable — 151,273 — 151,273 Loans payable, related parties — 425,551 — 425,551 Lease liabilities — 1,330,860 — 1,330,860 Convertible debt obligations, net — 1,274,010 — 1,274,010 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, 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 — 97,310 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 |
RELATED PARTIES (Tables)_2
RELATED PARTIES (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTIES | ||
Summary of relationships of related parties | 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 | 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 |
KEY MANAGEMENT COMPENSATION (_2
KEY MANAGEMENT COMPENSATION (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
KEY MANAGEMENT COMPENSATION | ||
Summary of compensation awarded to or earned by our executive officers and compensation earned for service on our Board of Directors by our non-employee directors | For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Roger James Hamilton Chief Executive Officer $ 593,195 $ 28,310 $ 621,505 $ 463,235 $ 103,223 $ 566,458 Michelle Clarke Chief Marketing Officer 110,846 4,067 114,913 83,235 18,553 101,788 Suraj Naik Chief Technology Officer 88,682 3,921 92,603 67,719 13,274 80,993 Sandra Morrell Chief Operating Officer 40,172 6,748 46,920 151,439 30,284 181,723 For the Years Ended December 31, 2021 2020 Name of the Director Job Title Salary Stock-based Total Salary Stock-based Total Patrick Grove Director $ 8,889 — $ 8,889 $ 8,705 $ 34,870 $ 43,575 Nic Lim Director 8,889 — 8,889 6,964 36,614 43,578 Anna Gong Director 8,889 — 8,889 8,705 34,870 43,575 Jeremy Harris Director 67,548 594 68,142 39,652 8,578 48,230 Dennis DuBois Director 24,000 — 24,000 20,400 3,592 23,992 Lisa Bovio Director 24,000 — 24,000 20,400 3,592 23,992 | 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 |
SEGMENT REPORTING (Tables)_2
SEGMENT REPORTING (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEGMENT REPORTING | ||
Summary of detailed segment information | The detailed segment information of the Company is as follows: For the Periods Ended December. 31 2021 2020 Education Campus Total Education Campus Total Revenues $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 Depreciation and Amortization (1)(2) $ 426,740 $ 1,148,173 $ 1,574,913 $ 616,195 $ 954,398 $ 1,570,593 (Loss) income from Operations $ (2,153,975) $ (2,014,508) $ (4,168,484) $ 306,710 $ (2,987,559) $ (2,680,849) Net Profit or Loss $ (2,252,794) $ (2,365,255) $ (4,618,050) $ (53,722) $ (3,069,347) $ (3,123,069) Interest Expense, net $ 98,819 $ 350,747 $ 449,566 $ 107,833 $ 746,150 $ 853,983 Capital Expenditures $ — — $ — $ 437,764 $ 233,823 $ 671,587 Total Property and Equipment, net $ 15,442 $ 6,760,674 $ 6,776,116 $ 10,881 $ 7,586,109 $ 7,596,990 Total Assets $ 5,122,967 $ 12,472,440 $ 17,595,407 $ 3,336,242 $ 13,621,471 $ 16,957,713 Total Liabilities $ 3,589,315 $ 6,020,096 $ 9,609,411 $ 5,852,323 $ 3,399,301 $ 9,251,624 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment Consists of $1,109,309 (2020- $937,773 ) which is included in cost of revenue and $38,864 (2020- $47,537 ) which is included in operating expenses in the accompanying statements of operations. | 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 (1) Depreciation and amortization related to the Education segment is included in cost of revenue in the accompanying statements of operations. (2) Depreciation and amortization related to the Campus segment consists of $913,492 (2019- $937,773 ) which is included in cost of revenue and $40,906 (2019- $47,537 ) which is included in operating expenses in the accompanying statements of operations. 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 (1) Depreciation and amortization adjustments are adjusted to cost of revenue in the accompanying statements of operations. |
Summary of revenue and non-current assets (other than financial instruments) by geographic location | A summary of revenue by geographic location appears below: 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 3,630,760 $ 1,554,828 $ 5,185,588 $ 2,068,037 $ 1,010,699 $ 3,078,736 Asia / Pacific 3,346,691 1,547,382 4,894,073 1,954,842 1,004,867 2,959,709 North America / South America 2,698,601 — 2,698,601 1,595,331 — 1,595,331 $ 9,676,052 $ 3,102,210 $ 12,778,262 $ 5,618,210 $ 2,015,566 $ 7,633,776 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2021 2020 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 602 $ 8,476,791 8,477,393 $ 802 $ 503,853 $ 504,655 Asia / Pacific — 2,120,102 2,120,102 499,772 10,500,388 11,000,159 North America / South America 501,750 — 501,750 516,296 — 516,296 $ 502,352 $ 10,596,893 11,099,245 $ 1,016,870 $ 11,004,240 $ 12,021,110 | A summary of revenue by geographic location appears below: 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 A summary of non-current assets (other than financial instruments) by geographic location appears below: For the Years Ended December 31, 2020 2019 As restated 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 |
RESTATEMENT OF THE PREVIOUSLY_2
RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS | |
Schedule of restatement of the previously issued audited consolidated financial statements | 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) 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) |
BUSINESS ORGANIZATION AND NAT_4
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Decrease in operating expenses | $ 740,000 | $ 740,000 |
Government Job Support Scheme | 230,000 | 230,000 |
Amount of insurance support received | 100,000 | 100,000 |
Amount of reduced or deferred salaries | $ 290,000 | $ 290,000 |
Percentage of general cost reduction | 5% | 5% |
Amount of general cost of reduction on operating expenses | $ 350,000 | $ 350,000 |
Income from government grants | 499,300 | |
Genius Central Singapore Pte Ltd | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Government Job Support Scheme | 100,000 | 100,000 |
Rent waiver | 120,000 | 120,000 |
Wealth Dynamics Pte Ltd | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Government Job Support Scheme | 20,000 | 20,000 |
Matla Game Lodge | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of insurance support received | 20,000 | 20,000 |
Genius Group | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of reduced or deferred salaries | 20,000 | 20,000 |
Income from government grants | 490,300 | |
Entrepreneur Resorts | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of reduced or deferred salaries | 60,000 | 60,000 |
Tau Game Lodge | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Government Job Support Scheme | 110,000 | 110,000 |
Amount of insurance support received | 80,000 | 80,000 |
Amount of reduced or deferred salaries | 50,000 | 50,000 |
GeniusU | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | ||
Amount of reduced or deferred salaries | $ 160,000 | $ 160,000 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment-2 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Buildings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 20 years | 20 years | |
Plant and machinery | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Fixtures and fittings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Motor vehicle | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Office equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Spa Equipment, Curtains, Crockery, Glassware and Linen [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Construction in progress [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Construction in progress | $ 0 | $ 0 | $ 825,307 |
Depreciation expense | $ 0 | $ 0 | |
Maximum | IT Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 5 years | 5 years | |
Maximum | Computer equipment [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 8 years | 8 years | |
Minimum | IT Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 3 years | 3 years | |
Minimum | Computer equipment [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful life measured as period of time, property, plant and equipment | 2 years | 2 years |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Development costs | ||
Intangible assets | ||
Useful life (in years) | 5 years | 5 years |
Developed content | ||
Intangible assets | ||
Useful life (in years) | 10 years | |
Customer relationships | ||
Intangible assets | ||
Useful life (in years) | 7 years |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Impairment loss | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue from contracts with customers (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Deferred revenue for remaining unsatisfied performance obligations | $ 2,561,912 | $ 1,546,712 | $ 3,231,431 |
Amount of recognized revenue that was included in the deferred revenue balance at the beginning of the period | $ 758,794 | $ 2,905,691 | $ 2,155,612 |
BUSINESS COMBINATIONS - Genius
BUSINESS COMBINATIONS - Genius Group's Acquisition of Entrepreneurs Institute (Details) £ in Millions | 12 Months Ended | |||||
Aug. 22, 2019 USD ($) | Dec. 31, 2019 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) | Aug. 30, 2019 USD ($) | ||
BUSINESS COMBINATIONS | ||||||
Purchase consideration | $ 4,700,000 | £ 3.6 | ||||
Bargain purchase gain | [1] | $ 1,060,794 | ||||
Entrepreneurs Institute | ||||||
BUSINESS COMBINATIONS | ||||||
Voting interest acquired (in percent) | 100% | |||||
Purchase consideration | $ 8,000,000 | |||||
Ordinary shares issued | 6,400,000 | |||||
Cash | 800,000 | |||||
Non-interest bearing note payable to the seller | 800,000 | |||||
Non-interest bearing note payable to the seller on first anniversary | 400,000 | |||||
Non-interest bearing note payable to the seller on second anniversary | $ 400,000 | |||||
Matla Game Lodge | ||||||
BUSINESS COMBINATIONS | ||||||
Voting interest acquired (in percent) | 100% | |||||
Purchase consideration | $ 1 | |||||
Bargain purchase gain | $ 1,060,795 | |||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
BUSINESS COMBINATIONS - Entrepr
BUSINESS COMBINATIONS - Entrepreneur Resorts' Acquisition of Matla Game Lodge (Details) - USD ($) | 12 Months Ended | |||||||
Jul. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Aug. 30, 2019 | Dec. 31, 2018 | |||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | $ 1,004,914 | [1] | $ 922,379 | [1] | $ 1,394,969 | |||
Goodwill | 1,209,953 | [1] | 1,209,953 | [1] | 1,320,100 | $ 1,209,953 | ||
Deferred tax liability | 875,425 | [1] | 736,645 | [1] | $ 723,122 | |||
Difference between the purchase consideration and the total of net assets acquired | $ 25,190,856 | |||||||
Previously stated | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | 20,741,249 | 6,165,712 | ||||||
Goodwill | 18,647,498 | 9,988,857 | ||||||
Deferred tax liability | 4,166,946 | 1,317,779 | ||||||
Adjustments | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | (19,736,335) | (5,243,333) | ||||||
Goodwill | (17,437,545) | (8,778,904) | ||||||
Deferred tax liability | (3,291,521) | (581,134) | ||||||
Entrepreneurs Institute | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Cash and cash equivalents | $ 159,000 | |||||||
Total acquired assets | 2,450,000 | |||||||
Less: Acquired liabilities | ||||||||
Accounts payable | $ 566,000 | |||||||
Difference between the purchase consideration and the total of net assets acquired | 8,398,000 | |||||||
Entrepreneurs Institute | Adjustments | ||||||||
Less: Acquired liabilities | ||||||||
Goodwill | 3,655,567 | |||||||
Deferred tax liability | 597,567 | |||||||
Entrepreneurs Institute | Adjustments | Trade names and trademarks | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | 2,530,000 | |||||||
Entrepreneurs Institute | Adjustments | Developed content | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | 2,460,000 | |||||||
Entrepreneurs Institute | Adjustments | Customer relationships | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | 350,000 | |||||||
Matla Game Lodge | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Cash and 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 | 1,060,795 | |||||||
Revenue | 110,000 | |||||||
Loss | $ 170,000 | |||||||
Entrepreneur Resorts Limited [Member] | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Cash and cash equivalents | 1,376,396 | 1,376,396 | ||||||
Total acquired assets | 12,230,521 | 12,230,521 | ||||||
Less: Acquired liabilities | ||||||||
Accounts payable | 56,490 | 56,490 | ||||||
Deferred tax liability | 607,270 | 607,270 | ||||||
Net assets | $ 5,937,581 | 5,937,581 | ||||||
Goodwill | 1,209,953 | |||||||
Deferred tax liability | 607,270 | |||||||
Difference between the purchase consideration and the total of net assets acquired | 25,190,856 | |||||||
Entrepreneur Resorts Limited [Member] | Previously stated | ||||||||
Less: Acquired liabilities | ||||||||
Goodwill | 14,991,931 | |||||||
Deferred tax liability | 3,602,988 | |||||||
Entrepreneur Resorts Limited [Member] | Adjustments | Trademarks , Trade Names and Domain Names | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | 9,919,269 | |||||||
Entrepreneur Resorts Limited [Member] | Adjustments | Developed content | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | 3,769,322 | |||||||
Entrepreneur Resorts Limited [Member] | Adjustments | Computer Software | ||||||||
Less: Acquired liabilities | ||||||||
Intangible assets other than goodwill | $ 1,290,000 | |||||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
BUSINESS COMBINATIONS - Book va
BUSINESS COMBINATIONS - Book value of the assets and liabilities (Details) £ in Millions | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) | Jul. 17, 2020 USD ($) | Aug. 30, 2019 USD ($) |
BUSINESS COMBINATIONS | |||||
Purchase consideration | $ 4,700,000 | £ 3.6 | |||
Entrepreneur Resorts | |||||
BUSINESS COMBINATIONS | |||||
Voting interest acquired (in percent) | 97.80% | 97.80% | |||
Purchase consideration | $ 30,997,810 | $ 30,997,810 | |||
Consideration made up of shares | 30,997,810 | 30,997,810 | |||
Summary of the allocation of the purchase consideration to the fair value of the assets and liabilities associated with Entrepreneur Resorts at acquisition | |||||
Cash and cash equivalents | 1,376,396 | 1,376,396 | |||
Accounts receivable, net | 196,434 | 196,434 | |||
Due from related parties | 3,171 | 3,171 | |||
Inventories | 157,927 | 157,927 | |||
Prepaid expenses and other current assets | 613,164 | 613,164 | |||
Property and equipment, net | 6,865,544 | 6,865,544 | |||
Operating lease right-of-use asset | 1,740,083 | 1,740,083 | |||
Other intangible assets | 67,849 | 67,849 | |||
Goodwill | 1,209,953 | 1,209,953 | |||
Total acquired assets | 12,230,521 | 12,230,521 | |||
Less: Acquired liabilities | |||||
Less: Acquired liabilities Accounts payable | (56,490) | (56,490) | |||
Accrued expenses and other current liabilities | 1,013,665 | 1,013,665 | |||
Deferred revenue | 564,215 | 564,215 | |||
Operating lease liabilities - current portion | 519,740 | 519,740 | |||
Deferred tax liability | (607,270) | (607,270) | |||
Operating lease liabilities - non-current portion | 1,311,110 | 1,311,110 | |||
Loans payable - non-current portion | 1,000,000 | 1,000,000 | |||
Convertible debt obligations | 1,220,450 | 1,220,450 | |||
Total acquired liabilities | 6,292,940 | 6,292,940 | |||
Net assets | 5,937,581 | 5,937,581 | |||
Net assets acquired - 97.8% controlling interest | $ 5,806,954 | $ 5,806,954 | |||
Entrepreneurs Institute | |||||
BUSINESS COMBINATIONS | |||||
Voting interest acquired (in percent) | 100% | ||||
Purchase consideration | $ 8,000,000 | ||||
Consideration made up of shares | 6,400,000 | ||||
Summary of the allocation of the purchase consideration to the fair value of the assets and liabilities associated with Entrepreneur Resorts at acquisition | |||||
Cash and cash equivalents | 159,000 | ||||
Accounts receivable, net | 984,000 | ||||
Due from related parties | 830,000 | ||||
Prepaid expenses and other current assets | 468,000 | ||||
Other intangible assets | 9,000 | ||||
Total acquired assets | 2,450,000 | ||||
Less: Acquired liabilities | |||||
Less: Acquired liabilities Accounts payable | (566,000) | ||||
Accrued expenses and other current liabilities | (58,000) | ||||
Deferred revenue | (2,224,000) | ||||
Net assets acquired - 97.8% controlling interest | $ (398,000) |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) £ in Millions | 12 Months Ended | ||||||||
Jul. 17, 2020 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | [1] | Dec. 31, 2017 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) | ||
Disclosure of detailed information about business combination [line items] | |||||||||
Difference between the purchase consideration and the total of net assets acquired | $ 25,190,856 | ||||||||
Foreign currency translation adjustment | $ 230,081 | $ 2,129,081 | [1] | $ (308,172) | |||||
Purchase consideration | $ 4,700,000 | £ 3.6 | |||||||
Entrepreneur Resorts Limited [Member] | |||||||||
Disclosure of detailed information about business combination [line items] | |||||||||
Contributed capital prior to business combination | 13,199,436 | ||||||||
Entrepreneur Resorts Limited [Member] | |||||||||
Disclosure of detailed information about business combination [line items] | |||||||||
Difference between the purchase consideration and the total of net assets acquired | $ 25,190,856 | ||||||||
Voting interest acquired (in percent) | 97.80% | 97.80% | |||||||
Loss Arising from Business Combination, Remaining Amount | $ 20,067,519 | ||||||||
Foreign currency translation adjustment | 311,994 | ||||||||
Difference between the purchase consideration and the total of net assets acquired, net foreign currency translation adjustments | 20,379,513 | ||||||||
Purchase consideration | $ 30,997,810 | 30,997,810 | |||||||
Ordinary shares issued excluding capital contribution | 17,798,374 | ||||||||
Ordinary shares issued | $ 30,997,810 | 30,997,810 | |||||||
Entrepreneur Resorts pte ltd | Entrepreneur Resorts Limited [Member] | |||||||||
Disclosure of detailed information about business combination [line items] | |||||||||
Difference between the purchase consideration and the total of net assets acquired | $ 5,123,337 | $ 5,123,337 | |||||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INVENTORIES (Details)_2
INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
INVENTORIES | |||||
Food and beverage | $ 38,500 | $ 42,694 | $ 47,224 | ||
Merchandise | 51,777 | 59,943 | 65,098 | ||
Consumables | 2,253 | 9,906 | 7,194 | ||
Total inventories | $ 92,530 | $ 112,543 | [1] | $ 119,516 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
PREPAID EXPENSES AND OTHER CU_6
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |||||
Prepaid expenses | $ 3,349,990 | $ 1,305,088 | $ 832,280 | ||
Deposits | 59,925 | 226,189 | 223,718 | ||
Other receivables | 80,531 | 17,440 | 9,037 | ||
Total | $ 3,490,446 | $ 1,548,717 | [1] | $ 1,065,035 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
PROPERTY AND EQUIPMENT - Prop_2
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | $ 6,776,116 | $ 7,596,990 | [1] | $ 7,399,412 | [1] | $ 6,261,425 |
Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 11,554,308 | 11,733,570 | 10,833,494 | |||
Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (4,768,192) | (4,136,580) | (3,434,082) | |||
Office space | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 1,486,718 | 1,486,718 | 1,486,718 | 1,486,453 | ||
Office space | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 1,486,718 | 1,486,718 | 1,486,718 | |||
Buildings | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 3,412,156 | 3,950,627 | 3,430,545 | 3,448,091 | ||
Buildings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 4,401,241 | 4,625,408 | 3,774,580 | |||
Buildings | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (989,085) | (674,781) | (344,035) | |||
Leasehold property. | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 1,490,813 | 1,655,127 | 1,018,894 | |||
Leasehold property. | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 4,261,623 | 4,251,845 | 3,373,869 | |||
Leasehold property. | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (2,770,810) | (2,596,718) | (2,354,975) | |||
Plant and machinery | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 49,642 | 84,684 | 95,919 | 13,390 | ||
Plant and machinery | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 136,692 | 164,137 | 167,428 | |||
Plant and machinery | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (87,050) | (79,453) | (71,509) | |||
Fixtures and fittings | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 207,488 | 189,373 | 231,452 | 239,759 | ||
Fixtures and fittings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 537,964 | 466,277 | 450,618 | |||
Fixtures and fittings | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (330,476) | (276,904) | (219,166) | |||
Motor vehicle | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 38,516 | 93,326 | 135,850 | |||
Motor vehicle | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 320,103 | 341,906 | 356,094 | |||
Motor vehicle | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (281,587) | (248,580) | (220,244) | |||
Office equipment | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 6,759 | 10,435 | 12,791 | 1,359 | ||
Office equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 26,287 | 23,599 | 23,700 | |||
Office equipment | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (19,528) | (13,164) | (10,909) | |||
IT equipment | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 25,516 | 32,990 | 42,440 | |||
IT equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 113,790 | 113,790 | 113,630 | |||
IT equipment | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (88,274) | (80,800) | (71,190) | |||
Computer Software | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 4,456 | 4,456 | 4,456 | |||
Computer Software | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | (4,456) | (4,456) | (4,456) | |||
Construction in progress [member] | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 825,307 | |||||
Construction in progress [member] | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 825,307 | |||||
Spa equipment, curtains, crockery, glassware and linen | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 58,508 | 93,710 | 119,496 | $ 130,301 | ||
Spa equipment, curtains, crockery, glassware and linen | Cost | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | 255,434 | 255,434 | 257,094 | |||
Spa equipment, curtains, crockery, glassware and linen | Accumulated Depreciation | ||||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||||
Property and equipment, net | $ (196,926) | $ (161,724) | $ (137,598) | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
PROPERTY AND EQUIPMENT - Reco_2
PROPERTY AND EQUIPMENT - Reconciliation of property and equipment (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | $ 7,596,990 | [1] | $ 7,399,412 | [1] | $ 6,261,425 | |
Additions | 77,797 | 588,843 | 1,902,038 | |||
Disposals | (25,236) | (3,545) | ||||
Translation | (258,186) | 336,510 | ||||
Depreciation | (640,485) | (702,539) | (760,506) | |||
Closing Balance | 6,776,116 | 7,596,990 | [1] | 7,399,412 | [1] | |
Office space | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 1,486,718 | 1,486,718 | 1,486,453 | |||
Additions | 265 | |||||
Closing Balance | 1,486,718 | 1,486,718 | 1,486,718 | |||
Buildings | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 3,950,627 | 3,430,545 | 3,448,091 | |||
Additions | 490,961 | 147,815 | ||||
Translation | (215,291) | 359,867 | ||||
Depreciation | (323,180) | (330,746) | (165,361) | |||
Closing Balance | 3,412,156 | 3,950,627 | 3,430,545 | |||
Leasehold property | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 1,655,129 | 1,018,894 | 832,002 | |||
Additions | 54,250 | 706,146 | ||||
Translation | 9,777 | (1,579) | ||||
Reclass | 825,307 | |||||
Depreciation | (174,093) | (241,743) | (519,254) | |||
Closing Balance | 1,490,813 | 1,655,129 | 1,018,894 | |||
Plant and machinery | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 84,684 | 95,919 | 13,390 | |||
Additions | 9,981 | 93,074 | ||||
Disposals | (3,309) | |||||
Translation | (37,427) | (3,291) | ||||
Depreciation | (7,597) | (7,944) | (7,236) | |||
Closing Balance | 49,642 | 84,684 | 95,919 | |||
Fixtures and fittings | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 189,373 | 231,452 | 239,759 | |||
Additions | 65,128 | 39,739 | 14,372 | |||
Disposals | (24,033) | |||||
Translation | 6,558 | |||||
Depreciation | (53,570) | (57,785) | (22,679) | |||
Closing Balance | 207,488 | 189,373 | 231,452 | |||
Motor vehicles. | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 93,325 | |||||
Translation | (21,803) | |||||
Depreciation | (33,006) | |||||
Closing Balance | 38,516 | 93,325 | ||||
Motor vehicles | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 93,780 | 135,850 | 74,055 | |||
Additions | 70,791 | |||||
Translation | (13,734) | |||||
Depreciation | (28,336) | (8,996) | ||||
Closing Balance | 93,780 | 135,850 | ||||
Office equipment | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 10,435 | 12,791 | 1,359 | |||
Additions | 2,688 | 3,893 | 16,658 | |||
Disposals | (1,203) | (214) | ||||
Translation | (2,751) | |||||
Depreciation | (6,364) | (2,295) | (5,012) | |||
Closing Balance | 6,759 | 10,435 | 12,791 | |||
IT equipment | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 32,990 | 42,440 | ||||
Translation | (341) | |||||
Depreciation | (7,473) | (9,564) | ||||
Closing Balance | 25,516 | 32,990 | 42,440 | |||
IT Equipment | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 32,535 | 42,440 | 36,015 | |||
Additions | 18,682 | |||||
Translation | (341) | |||||
Depreciation | (9,564) | (12,257) | ||||
Closing Balance | 32,535 | 42,440 | ||||
Construction in progress | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 825,307 | |||||
Additions | 825,307 | |||||
Reclass | (825,307) | |||||
Closing Balance | 825,307 | |||||
Spa equipment, curtains, crockery, glassware and linen | ||||||
Reconciliation of changes in property, plant and equipment [abstract] | ||||||
Opening Balance | 93,710 | 119,496 | 130,301 | |||
Additions | 8,928 | |||||
Disposals | (22) | |||||
Translation | (1,661) | |||||
Depreciation | (35,202) | (24,126) | (19,711) | |||
Closing Balance | $ 58,508 | $ 93,710 | $ 119,496 | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
RIGHT OF USE ASSET AND LEASE _7
RIGHT OF USE ASSET AND LEASE LIABILITY- Carrying amounts of right-of-use assets (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | $ (1,077,241) | $ (1,663,881) | [1] | $ (2,194,073) | [1] |
Depreciation of right-of-use assets | 507,688 | 491,185 | 235,061 | ||
Foreign Currency Translation [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | (117,959) | (39,007) | |||
Accumulated Depreciation | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | 1,233,934 | 726,246 | 235,061 | ||
Buildings | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | (1,378,312) | (1,378,312) | (1,378,312) | ||
Office space | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | (58,412) | (58,412) | (58,412) | ||
Leasehold property | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Operating lease right-of-use asset | $ (992,410) | $ (992,410) | $ (992,410) | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
RIGHT OF USE ASSET AND LEASE _8
RIGHT OF USE ASSET AND LEASE LIABILITY - maturity analysis of lease liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | $ 9,742,509 | $ 11,129,307 | $ 17,293,970 | ||
Less: finance charges component | (8,411,649) | (9,276,243) | (15,020,231) | ||
Lease liabilities, net | 1,330,860 | 1,853,064 | 2,273,739 | ||
Lease liabilities, current | 436,271 | 545,132 | [1] | 544,551 | [1] |
Lease liabilities, non-current | $ 894,589 | $ 1,307,932 | [1] | 1,729,188 | [1] |
Weighted average discount rate utilized to calculate the present value of the lease liabilities | 11.25% | 11.25% | |||
Within one year | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | $ 436,270 | $ 545,132 | 544,551 | ||
Two to five years | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | 298,594 | 660,034 | 1,214,787 | ||
Thereafter | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Lease liabilities, gross | $ 9,007,645 | $ 9,924,141 | $ 15,534,632 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INVESTMENTS AT FAIR VALUE - S_2
INVESTMENTS AT FAIR VALUE - Summary of investments at fair value (Details) - USD ($) | Sep. 11, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of detailed information about investment property [line items] | ||||
Investments at fair value, Total | $ 29,069 | $ 29,076 | $ 28,526 | |
Percentage of interest purchase from investment company | 2.50% | |||
Investments in You Go World | ||||
Disclosure of detailed information about investment property [line items] | ||||
Investments at fair value, Total | 28,698 | 28,698 | 28,155 | |
Other investments | ||||
Disclosure of detailed information about investment property [line items] | ||||
Investments at fair value, Total | $ 371 | $ 378 | $ 371 |
GOODWILL (Details)_2
GOODWILL (Details) | 12 Months Ended | |
Dec. 31, 2020 USD ($) | ||
Changes in goodwill | ||
Balance at the beginning | $ 1,209,953 | [1] |
Additions - foreign currency translation | 110,147 | |
Balance at the end | $ 1,209,953 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INTANGIBLE ASSETS - Summary o_2
INTANGIBLE ASSETS - Summary of reconciliation of intangible assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Depreciation | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | $ (1,015,502) | $ (640,814) | $ (358,067) |
Amortization Expense | (424,080) | (359,822) | (268,499) |
Foreign Currency Translation | 9,821 | (14,866) | (14,248) |
Ending balance | (1,429,761) | (1,015,502) | (640,814) |
Net Carrying Amount | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | 1,004,914 | 922,379 | 745,638 |
Software Development Additions | 804,314 | 424,530 | 423,959 |
Purchase of intangibles | 13,234 | ||
Amortization Expense | (424,080) | (359,822) | (268,499) |
Foreign Currency Translation | 9,821 | 4,593 | 21,281 |
Ending balance | 1,394,969 | 1,004,914 | 922,379 |
GeniusU software platform | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | 2,007,182 | 1,563,193 | 1,103,705 |
Software Development Additions | 804,314 | 424,530 | 423,959 |
Foreign Currency Translation | 19,459 | 35,529 | |
Ending balance | 2,811,496 | 2,007,182 | $ 1,563,193 |
Trademarks | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Beginning balance | 13,234 | ||
Purchase of intangibles | 13,234 | ||
Ending balance | $ 13,234 | $ 13,234 |
INTANGIBLE ASSETS - Additiona_2
INTANGIBLE ASSETS - Additional Informations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of sales [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Amortization of intangible assets | $ 424,080 | $ 359,822 | $ 268,499 |
DEFERRED TAX ASSETS AND LIABI_7
DEFERRED TAX ASSETS AND LIABILITIES - Summary of deferred tax assets and (liabilities) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Recognized In Provision for Income Taxes | |||
Property, plant, and equipment | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | $ (979,612) | (1,005,005) | $ (853,231) |
Recognized In Business Combinations | (69,537) | (218,402) | |
Recognized In Provision for Income Taxes | 96,537 | 94,930 | 66,628 |
Ending Balance | (883,075) | (979,612) | (1,005,005) |
Others | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (8,431) | ||
Recognized In Provision for Income Taxes | 8,431 | (8,431) | |
Ending Balance | (8,431) | ||
Non current assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (988,043) | (1,005,005) | (853,231) |
Recognized In Business Combinations | (69,537) | (218,402) | |
Recognized In Provision for Income Taxes | 104,968 | 86,499 | 66,628 |
Ending Balance | (883,075) | (988,043) | (1,005,005) |
Receivables | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (11,849) | (11,709) | |
Recognized In Provision for Income Taxes | (140) | ||
Ending Balance | (11,849) | (11,709) | |
Prepaid expenses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (11,849) | (1,536) | |
Recognized In Provision for Income Taxes | (5,346) | 1,536 | |
Ending Balance | (17,195) | (11,849) | |
Other (Section 24C allowance) | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (11,849) | (11,709) | (70,427) |
Recognized In Provision for Income Taxes | (140) | 58,718 | |
Ending Balance | (11,849) | (11,709) | |
Other | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 26,452 | ||
Recognized In Business Combinations | 23,451 | ||
Recognized In Provision for Income Taxes | 116 | 26,452 | |
Ending Balance | 50,019 | 26,452 | |
current assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 14,603 | (11,709) | (71,963) |
Recognized In Business Combinations | 23,451 | ||
Recognized In Provision for Income Taxes | (5,230) | 26,312 | 60,254 |
Ending Balance | 32,824 | 14,603 | (11,709) |
Depreciation | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 98,015 | 280,070 | |
Recognized In Provision for Income Taxes | (182,056) | ||
Ending Balance | 98,015 | 280,070 | |
Income in Advance | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 98,015 | 105,108 | 117,378 |
Recognized In Provision for Income Taxes | 29,114 | (7,093) | (12,270) |
Ending Balance | 127,129 | 98,015 | 105,108 |
Tax Losses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 174,963 | 373,618 | |
Recognized In Provision for Income Taxes | (174,963) | (198,656) | |
Ending Balance | 174,963 | ||
Current Liabilities | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | 98,015 | 280,071 | 490,996 |
Recognized In Provision for Income Taxes | (182,056) | (210,926) | |
Ending Balance | 98,015 | 280,071 | |
Net deferred tax and (liabilities) | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Beginning Balance | (875,425) | (736,645) | (434,198) |
Recognized In Business Combinations | 23,451 | (69,537) | (218,402) |
Recognized In Provision for Income Taxes | 128,852 | (69,245) | (84,044) |
Ending Balance | $ (723,122) | $ (875,425) | $ (736,645) |
DEFERRED TAX ASSETS AND LIABI_8
DEFERRED TAX ASSETS AND LIABILITIES - Summary of unused tax losses for which no deferred tax assets have been recognized (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
Tax related interest or penalties | 0 | 0 | 0 |
Unused tax losses for which no deferred tax assets has been recognized | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Unused tax losses | (9,982,291) | (6,155,623) | (4,044,750) |
Potential tax benefit of such unused tax losses at applicable statutory tax rates | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Unused tax losses | $ (2,050,255) | $ (1,305,245) | $ (768,413) |
OTHER NONCURRENT ASSETS (Deta_2
OTHER NONCURRENT ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
OTHER NON-CURRENT ASSETS | |||
Other non-current assets | $ 501,750 | $ 516,296 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
ACCRUED EXPENSES AND OTHER CU_6
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||||
Accrued expenses | $ 390,138 | $ 233,842 | $ 275,258 | ||
North West Parks Board | 1,177,050 | 1,049,515 | 986,516 | ||
Other taxation payable | 33,314 | 104,368 | 135,381 | ||
VAT | 48,493 | 28,271 | 33,938 | ||
Derivative liability | 250,000 | 250,000 | |||
Sundry payables | 165,307 | 144,226 | 11,497 | ||
Total | $ 2,064,302 | $ 1,810,222 | [1] | $ 1,442,590 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
DEFERRED REVENUE (Details)_2
DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
DEFERRED REVENUE | |||||
Advance bookings for lodges | $ 293,716 | $ 379,305 | $ 399,291 | ||
Educational revenue paid in advance | 1,630,723 | 1,026,700 | 2,724,427 | ||
Other prepaid income | 638,473 | 140,707 | 107,713 | ||
Total | $ 2,561,912 | $ 1,546,712 | [1] | $ 3,231,431 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
LOANS PAYABLE (Details)_2
LOANS PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
LOANS PAYABLE | |||||
Loans payable - current portion | $ 65,415 | $ 65,611 | [1] | $ 64,379 | [1] |
Loans payable - non-current portion | 85,858 | 157,629 | [1] | 1,217,509 | [1] |
Total | $ 151,273 | $ 223,240 | $ 1,281,888 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
LOANS PAYABLE - Additional In_2
LOANS PAYABLE - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019 USD ($) installment | Dec. 31, 2021 USD ($) | Dec. 31, 2021 SGD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 SGD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 SGD ($) | Dec. 31, 2017 USD ($) | Sep. 30, 2019 SGD ($) | |||
Disclosure of detailed information about borrowings [line items] | |||||||||||
Repayment of principal and accrued interest | $ 71,967 | $ 551,946 | [1] | $ 218,572 | [1] | ||||||
Amount of loan settled by the creditor | 400,000 | ||||||||||
Outstanding balance | 151,273 | 223,240 | 1,281,888 | ||||||||
Settlement of loan | 600,000 | ||||||||||
Stock issued for settlement of loan | 350,000 | ||||||||||
Amount of buy back of stock if put option is exercised | 250,000 | 250,000 | |||||||||
Lines of credit | |||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||
Aggregate amount of loan | $ 296,912 | $ 400,000 | |||||||||
Repayment of principal and accrued interest | $ 67,220 | $ 91,063 | $ 61,379 | $ 84,614 | 15,024 | $ 20,241 | |||||
Lines of credit repayable over 36 monthly installments | |||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||
Aggregate amount of loan | $ 74,228 | $ 100,000 | |||||||||
Number of monthly installments | installment | 36 | ||||||||||
Interest rate | 8% | 8% | |||||||||
Margin percentage | 0.88% | 0.88% | |||||||||
Prepayments fee percentage | 6.88% | ||||||||||
Lines of credit repayable over 60 monthly installments | |||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||
Aggregate amount of loan | $ 222,684 | $ 300,000 | |||||||||
Number of monthly installments | installment | 60 | ||||||||||
Interest rate | 6.25% | 6.25% | |||||||||
IFRS Unsecured Debt [Member] | |||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||
Aggregate amount of loan | $ 1,500,000 | ||||||||||
Repayment of principal and accrued interest | 218,572 | ||||||||||
Consideration for purchase of shares | 4,000,000 | ||||||||||
Payments for acquisition of shares | $ 2,500,000 | ||||||||||
Outstanding balance | $ 1,000,000 | ||||||||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
LOANS PAYABLE - RELATED PARTI_8
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of detailed information about borrowings [line items] | |||
Subtotal | $ 425,551 | $ 589,502 | $ 832,800 |
Loan payable to related parties for the acquisition of Wealth Dynamics | |||
Disclosure of detailed information about borrowings [line items] | |||
Current portion | 425,551 | 400,000 | 400,000 |
Non-current portion | 400,000 | ||
Subtotal | $ 425,551 | 400,000 | 800,000 |
Other loans payable to related parties | |||
Disclosure of detailed information about borrowings [line items] | |||
Current portion | $ 189,502 | $ 32,800 |
LOANS PAYABLE - RELATED PARTI_9
LOANS PAYABLE - RELATED PARTIES - Additional information (Details) | Dec. 31, 2020 USD ($) |
Loan payable to related parties for the acquisition of Wealth Dynamics | |
Disclosure of detailed information about borrowings [line items] | |
Aggregate amount of loan | $ 400,000 |
LOANS PAYABLE - RELATED PART_10
LOANS PAYABLE - RELATED PARTIES - Fee Payment to Related Party (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entrepreneurs Institute Australia Pty Ltd | |||
Disclosure of detailed information about borrowings [line items] | |||
Fees payments to related party | $ 319,464 | $ 509,415 | |
GeniusU Web Services India Pvt Ltd | |||
Disclosure of detailed information about borrowings [line items] | |||
Fees payments to related party | $ 162,930 | $ 215,871 | $ 215,871 |
CONVERTIBLE DEBT OBLIGATIONS _6
CONVERTIBLE DEBT OBLIGATIONS (Details) - Convertible debt obligations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about borrowings [line items] | |||
Convertible debt obligations, beg, gross | $ 1,531,639 | $ 1,918,340 | $ 2,256,178 |
Converted to equity | (257,629) | (386,701) | |
Deferred debt discount | 0 | 0 | (337,838) |
Convertible debt obligations, end, net | 1,274,010 | 1,531,639 | $ 1,918,340 |
Convertible debt obligations, current portion | 507,765 | 1,531,639 | |
Convertible debt obligations, non-current portion | $ 766,245 | $ 1,531,639 |
CONVERTIBLE DEBT OBLIGATIONS _7
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2020 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 | |
2020 Convertible Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Aggregate principal amount converted | $ 161,500 | $ 891,400 |
Accrued interest converted | $ 6,170 | $ 23,016 |
Number of shares issued upon conversion of debt | 25,652 | |
2020 Convertible Notes | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 34.87 | |
2020 Convertible Notes | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 | |
2020 Convertible Notes | GeniusU Limited | ||
Disclosure of detailed information about borrowings [line items] | ||
Number of shares issued upon conversion of debt | 13,306 | |
2020 Convertible Notes | GeniusU Limited | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 10 | |
2020 Convertible Notes | GeniusU Limited | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 15 |
CONVERTIBLE DEBT OBLIGATIONS _8
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2019 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Maximum | |||
Disclosure of detailed information about borrowings [line items] | |||
Exercise price | $ 42.86 | ||
2019 Convertible Notes | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal amount converted | $ 47,884 | $ 739,160 | |
Accrued interest converted | $ 229 | $ 111 | |
Number of shares issued upon conversion of debt | 19,605 | ||
Stock Exchange at a price | 70% | ||
Conversion option as a derivative liability with a fair value | $ 783,735 | ||
Debt issuance costs | 134,152 | ||
Interest expense on amortization of debt discount | $ 322,960 | 580,049 | |
2019 Convertible Notes | Entrepreneur Resorts | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal amount converted | $ 992,813 | $ 2,256,178 | |
Number of shares issued upon conversion of debt | 13,487 | 496,408 | |
Exercise price | $ 2 | ||
2019 Convertible Notes | Genius Group Ltd [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal amount converted | $ 1,819,145 | ||
Number of shares issued upon conversion of debt | 1,003 | ||
Convertible note issuances | $ 36,383 | ||
2019 Convertible Notes | Minimum | |||
Disclosure of detailed information about borrowings [line items] | |||
Exercise price | $ 34.87 | ||
2019 Convertible Notes | Minimum | Entrepreneur Resorts | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 10% | ||
2019 Convertible Notes | Minimum | Genius Group Ltd [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 10% | ||
2019 Convertible Notes | Maximum | Entrepreneur Resorts | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 12% | ||
2019 Convertible Notes | Maximum | Genius Group Ltd [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Bear interest at rate | 12% |
CONVERTIBLE DEBT OBLIGATIONS _9
CONVERTIBLE DEBT OBLIGATIONS - Convertible notes 2020 of year 2020 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 | |
2020 Convertible Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Aggregate principal amount converted | $ 161,500 | $ 891,400 |
Accrued interest converted | $ 6,170 | $ 23,016 |
Number of shares issued upon conversion of debt | 25,652 | |
2020 Convertible Notes | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 34.87 | |
2020 Convertible Notes | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Exercise price | $ 42.86 |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Details) | Dec. 31, 2019 USD ($) | |
OTHER NON-CURRENT LIABILITIES | ||
Other non-current liabilities | $ 25,147 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EQUITY - Additional Informati_2
EQUITY - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 21, 2021 shares | Dec. 13, 2020 USD ($) | Apr. 30, 2021 shares | Jan. 31, 2018 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) $ / shares shares | Dec. 31, 2018 shares | ||||
EQUITY | |||||||||||
Shares issued | shares | 16,155,810 | ||||||||||
Shares outstanding | shares | 16,155,810 | ||||||||||
Number of shares issued | shares | 16,155,812 | 16,155,812 | 9,742,998 | 7,926,570 | |||||||
Proceeds from sale of future shares | $ 953,087 | ||||||||||
Shares issued for cash | 3,127,442 | $ 2,222,000 | $ 2,599,978 | ||||||||
Contributed capital | $ 50,924,276 | 50,630,439 | [1] | 26,846,043 | [1] | ||||||
Number of shares repurchased | $ 250,000 | 656,513 | |||||||||
Value of shares repurchased for cash consideration | [2] | 656,513 | |||||||||
Gross proceeds from resold of ordinary shares | $ 0 | 382,630 | |||||||||
Dividends paid | [2] | $ 147,557 | |||||||||
Tau Game Lodge [Member] | |||||||||||
EQUITY | |||||||||||
Number pf Options for purchase, shares | shares | 233,501 | 233,501 | |||||||||
Subscription receivable amount | $ 140,680 | $ 140,680 | |||||||||
Equity stock split ratio | 1% | 1% | |||||||||
Exercisable price | $ / shares | $ 34.87 | $ 34.87 | $ 21.34 | ||||||||
Stock-based compensation expenses | $ 181,559 | $ 101,731 | $ 210,930 | ||||||||
Vesting term | 2 years | 2 years | |||||||||
Entrepreneurs Institute Australia Pty Ltd | |||||||||||
EQUITY | |||||||||||
Dividends paid | $ 0 | 147,557 | |||||||||
Treasury shares [member] | |||||||||||
EQUITY | |||||||||||
Number of shares repurchased | 656,513 | ||||||||||
Value of shares repurchased for cash consideration | 0 | 656,513 | |||||||||
Gross proceeds from resold of ordinary shares | 294,538 | ||||||||||
Ordinary shares | |||||||||||
EQUITY | |||||||||||
Proceeds from sale of future shares | $ 3,127,442 | $ 2,222,000 | $ 2,599,978 | ||||||||
Ordinary shares | Tau Game Lodge [Member] | |||||||||||
EQUITY | |||||||||||
Number of shares issued | shares | 85,836 | 73,428 | 257,478 | ||||||||
Genius U Limited Ordinary Shares [Member] | |||||||||||
EQUITY | |||||||||||
Shares issued for cash | $ 3,308,617 | $ 0 | |||||||||
Genius U Limited Ordinary Shares [Member] | Convertible Debt [Member] | |||||||||||
EQUITY | |||||||||||
Convertible debt obligations | 177,689 | 1,671,188 | |||||||||
Entrepreneur Resorts Limited Ordinary Shares [Member] | |||||||||||
EQUITY | |||||||||||
Shares issued for cash | 953,087 | 0 | |||||||||
Contributed capital | 13,199,435 | ||||||||||
Entrepreneur Resorts Limited Ordinary Shares [Member] | Tau Game Lodge [Member] | |||||||||||
EQUITY | |||||||||||
Number pf Options for purchase, shares | 233,501 | ||||||||||
Exercisable price | $ / shares | $ 1.30 | ||||||||||
Stock-based compensation expenses | $ 88,213 | ||||||||||
Entrepreneur Resorts Limited Ordinary Shares [Member] | Convertible Debt [Member] | |||||||||||
EQUITY | |||||||||||
Convertible debt obligations | $ 37,085 | 992,816 | |||||||||
Genius Group Ltd Ordinary Shares [Member] | |||||||||||
EQUITY | |||||||||||
Shares issued for cash | 30,997,810 | $ 6,400,000 | |||||||||
Shares issued for settlement of loan | $ 350,000 | ||||||||||
Number pf Options for purchase, shares | 153,042 | ||||||||||
Number pf Options for purchase, shares | shares | 73,428 | 257,478 | 12,238 | 42,913 | |||||||
Subscription receivable amount | $ 433,783 | $ 915,763 | $ 668,214 | ||||||||
Equity stock split ratio | 1% | 6% | |||||||||
Stock-based compensation expenses | 394,717 | 398,605 | $ 171,768 | ||||||||
Unamortized share based compensation | $ 159,265 | $ 75,434 | |||||||||
Genius Group Ltd Ordinary Shares [Member] | Tau Game Lodge [Member] | |||||||||||
EQUITY | |||||||||||
Number of shares issued | shares | 121,902 | 121,902 | |||||||||
Number pf Options for purchase, shares | 20,317 | 20,317 | |||||||||
Number pf Options for purchase, shares | shares | 14,306 | 12,238 | 42,913 | ||||||||
Equity stock split ratio | 1% | 1% | |||||||||
Exercisable price | $ / shares | $ 15.45 | ||||||||||
Stock-based compensation expenses | $ 91,941 | ||||||||||
Genius Group Ltd Ordinary Shares [Member] | Chief Executive Officers [Member] | |||||||||||
EQUITY | |||||||||||
Number pf Options for purchase, shares | 25,507 | ||||||||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EQUITY - Stock options using _2
EQUITY - Stock options using the Black-Scholes option pricing model and used the assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
EQUITY | |||
Risk-free interest rate | 0.73% | 0.13% | 2.50% |
Contractual term (years) | 2 | ||
Expected volatility | 66% | 42% | 39% |
Expected dividends | 0% | 0% | 0% |
Minimum | |||
EQUITY | |||
Contractual term (years) | 1 | 2 | |
Maximum | |||
EQUITY | |||
Contractual term (years) | 3 |
EQUITY - Summary of option ac_2
EQUITY - Summary of option activity (Details) | 12 Months Ended | |||
Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) $ / shares | Dec. 31, 2018 USD ($) $ / shares | |
No of Options | ||||
Outstanding, beginning balance | 73,428 | 257,478 | ||
Outstanding, ending balance | 85,836 | 73,428 | 257,478 | |
Weighted Average Remaining Life | ||||
Weighted Average Life in Years | 1 year | |||
Stock Option [Member] | ||||
No of Options | ||||
Outstanding, beginning balance | 73,428 | 257,478 | 253,818 | |
Granted | 85,836 | 73,428 | 257,478 | |
Exercised | (257,478) | (253,818) | ||
Expired | 0 | 0 | ||
Outstanding, ending balance | 159,264 | 73,428 | 257,478 | 253,818 |
Weighted Average Share Price | ||||
Outstanding, beginning balance | $ / shares | $ 5.81 | $ 3.56 | $ 2.43 | |
Granted | $ / shares | 5.81 | 5.81 | 3.56 | |
Exercised | $ / shares | 0 | 2.43 | ||
Expired | $ / shares | 0 | 0 | ||
Outstanding, ending balance | $ / shares | $ 5.81 | $ 5.81 | $ 3.56 | $ 2.43 |
Weighted Average Remaining Life | ||||
Weighted Average Life in Years | 1 year | 1 year | 1 year | 1 year |
Granted Weighted average remaining contractual life | 2 years | 0 years | 0 years | |
Exercised Weighted average remaining contractual life | 0 years | 0 years | ||
Expired Weighted average remaining contractual life | 0 years | 0 years | ||
Share Based Payment Award Aggregate Intrinsic Value [Abstract] | ||||
Outstanding, beginning balance | 97,782 | 580,613 | 119,667 | |
Granted | 0 | 0 | ||
Exercised | 0 | 0 | ||
Expired | 0 | 0 | ||
Outstanding, ending balance | 97,782 | 580,613 | 119,667 |
EQUITY - Information related _2
EQUITY - Information related to options outstanding (Details) | 12 Months Ended | ||
Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | Dec. 31, 2019 $ / shares | |
Options outstanding | |||
Exercise Price | $ 5.81 | $ 5.81 | $ 3.56 |
Outstanding Number of options | 85,836 | 73,428 | 257,478 |
Weighted Average Life in Years | 1 year |
REVENUES - Disaggregation of _2
REVENUES - Disaggregation of revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Campus Revenue | |||
- Sale of goods | $ 3,102,210 | $ 1,280,320 | $ 1,796,961 |
- Rendering of services. | 735,246 | 2,635,035 | |
Campus sub-total | 3,102,210 | 2,015,566 | 4,431,996 |
Education Revenue | |||
- Digital. | 9,676,052 | 5,298,227 | 4,771,253 |
- In-Person. | 319,983 | 745,808 | |
Education sub-total | 9,676,052 | 5,618,210 | 5,517,061 |
Total Revenue | $ 12,778,262 | $ 7,633,776 | $ 9,949,057 |
OTHER OPERATING INCOME (Detai_2
OTHER OPERATING INCOME (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OTHER OPERATING INCOME | |||
Administration and management fees received | $ 12,458 | ||
Other income | $ 133,519 | 81,673 | |
Other operating income | $ 499,300 | $ 133,519 | $ 94,131 |
GENERAL AND ADMINISTRATIVE EX_6
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
GENERAL AND ADMINISTRATIVE EXPENSES | |||||
Consulting and professional services | $ 660,117 | $ 424,891 | $ 606,738 | ||
Marketing | 73,277 | 72,942 | 814,873 | ||
Rent expense | 250,994 | 144,423 | 457,735 | ||
Repairs and maintenance | 11,144 | 103,152 | 120,023 | ||
Salaries, wages, bonuses and other benefits | 4,197,397 | 3,031,485 | 3,538,114 | ||
Travel | 13,356 | 13,356 | 447,383 | ||
Utilities | 142,019 | 112,027 | 85,319 | ||
Other | 1,151,991 | 1,314,430 | 499,834 | ||
Development charges | 456,180 | 378,010 | 360,933 | ||
Stock-based compensation | 293,837 | 394,717 | 171,768 | ||
Provision for doubtful debts | 39,108 | (161,788) | |||
Total general and administrative expenses | $ 7,211,204 | $ 6,151,221 | [1] | $ 7,102,720 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INTEREST EXPENSE, NET - Compa_2
INTEREST EXPENSE, NET - Company earned interest income and incurred interest expense (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Interest income | |||||
Bank and other cash | $ (74,081) | $ 55,649 | $ 1,996 | ||
Other financial assets - loans | 102,431 | ||||
Total interest income | (74,081) | 55,649 | 104,427 | ||
Interest expense/finance costs | |||||
Lease liabilities | 131,291 | 131,291 | 122,190 | ||
Other interest paid - loans | 103,357 | 455,394 | 266,059 | ||
Amortization of debt discount | 140,837 | 322,947 | 580,049 | ||
Total interest expense/ finance costs | 375,485 | 909,632 | 968,298 | ||
Total interest (expense), net | $ (449,566) | $ (853,983) | [1] | $ (863,871) | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
CHANGE IN FAIR VALUE OF DERIV_2
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Disclosure of detailed information about financial instruments [line items] | |||
Change in fair value of derivative liabilities | [1] | $ 783,735 | |
Percentage of estimated probability for valuation of fair value of the derivatives | 80% | 0% | |
Buy Back Shares Member | |||
Disclosure of detailed information about financial instruments [line items] | |||
Cancellation of treasury shares | $ 250,000 | ||
Level 3 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Fair value | $ 783,735 | ||
Derivative liability | |||
Disclosure of detailed information about financial instruments [line items] | |||
Fair value | 0 | ||
Change in fair value of derivative liabilities | $ 783,735 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INCOME TAX EXPENSE - Provisio_2
INCOME TAX EXPENSE - Provision for income taxes provisions (benefits) and deferred income tax (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Current tax: | |||||
Current tax on profits for the year | $ 27,265 | ||||
Deferred income tax: | |||||
(Increase) decrease in deferred tax assets | $ (29,230) | $ 155,603 | 210,926 | ||
Decrease in deferred tax liabilities | (99,622) | (86,358) | (126,881) | ||
Deferred income tax | (128,852) | 69,245 | 84,045 | ||
(Benefit from) Provision for income taxes, as previously reported | $ (128,852) | $ 69,245 | [1] | $ 111,310 | [1] |
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
INCOME TAX EXPENSE - Reconcil_2
INCOME TAX EXPENSE - Reconciliation of income taxes at the statutory rate (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
INCOME TAX EXPENSE | |||||
Income (loss) from continuing operations before provision for income taxes | $ (4,618,050) | $ (3,123,070) | $ (1,119,009) | ||
Tax at the Singapore rate of 17% | (785,069) | (530,922) | (190,232) | ||
Reconciling items: | |||||
Permanent differences | 31,272 | 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 | 743,997 | 407,519 | 272,204 | ||
Rate differential - non-Singapore entities | (55,045) | (24,305) | 188,728 | ||
Other deferred tax activity | (64,007) | 177,474 | 65,317 | ||
(Benefit from) Provision for income taxes, as previously reported | $ (128,852) | $ 69,245 | [1] | $ 111,310 | [1] |
Tax at the Singapore rate | 17% | 17% | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EARNINGS PER SHARE (Details)_2
EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
EARNINGS PER SHARE | |||||
Basic earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | [1] | $ (0.14) | [1] |
Net loss | $ (4,489,198) | $ (3,192,314) | [1] | $ (1,230,319) | [1] |
Non-controlling Interest | (173,959) | (75,159) | |||
Loss attributable to ordinary shareholders | $ (4,663,157) | $ (3,117,155) | $ (1,230,319) | ||
Weighted average number of ordinary shares: | |||||
Issued at the end of the year | 16,155,812 | 16,155,812 | 9,742,998 | ||
Issued in current year | 0 | 6,412,812 | 1,816,428 | ||
Issued at the beginning of the year | 16,155,812 | 9,742,998 | 7,926,570 | ||
Weighted-average number of shares outstanding, basic | 16,155,812 | 12,575,605 | [1] | 8,492,924 | [1] |
Weighted-average number of shares outstanding, diluted | 16,155,812 | 12,575,605 | 8,492,924 | ||
Diluted earnings (loss) per share: | |||||
Share Options | 7,138,140 | 7,138,140 | 377,928 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
FAIR VALUE INFORMATION (Detai_2
FAIR VALUE INFORMATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Disclosure of detailed information about financial instruments [line items] | |||
Gain on the change in fair value of derivative liabilities | $ 0 | $ 783,785 | |
Financial liabilities at amortized cost | Accounts payable | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 821,820 | 486,871 | $ 1,078,381 |
Financial liabilities at amortized cost | Accounts payable | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 821,820 | 486,871 | 1,078,381 |
Financial liabilities at amortized cost | Derivative liability | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 250,000 | 250,000 | |
Financial liabilities at amortized cost | Derivative liability | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 250,000 | 250,000 | |
Financial liabilities at amortized cost | Loans payable | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 223,240 | 1,281,888 | 151,273 |
Financial liabilities at amortized cost | Loans payable | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 223,240 | 1,281,888 | 151,273 |
Financial liabilities at amortized cost | Loans payable, related parties | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 589,502 | 832,800 | 425,551 |
Financial liabilities at amortized cost | Loans payable, related parties | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 589,502 | 832,800 | 425,551 |
Financial liabilities at amortized cost | Lease liabilities | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,853,064 | 2,273,739 | 1,330,860 |
Financial liabilities at amortized cost | Lease liabilities | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,853,064 | 2,273,739 | 1,330,860 |
Financial liabilities at amortized cost | Convertible debt obligations, net | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,531,639 | 1,918,340 | 1,274,010 |
Financial liabilities at amortized cost | Convertible debt obligations, net | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities at amortized cost | 1,531,639 | 1,918,340 | 1,274,010 |
Financial assets at amortized cost | Cash | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 2,273,151 | 3,290,095 | 1,784,938 |
Financial assets at amortized cost | Cash | Level 1 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 2,273,151 | 3,290,095 | 1,784,938 |
Financial assets at amortized cost | Accounts receivable | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 948,341 | 1,263,849 | 1,018,003 |
Financial assets at amortized cost | Accounts receivable | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 948,341 | 1,263,849 | 1,018,003 |
Financial assets at amortized cost | Other Receivable | Level 3 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 66,000 | ||
Financial assets at amortized cost | Due from related parties | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 53,851 | 97,310 | 44,245 |
Financial assets at amortized cost | Due from related parties | Level 2 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at amortized cost | 53,851 | 67,310 | 44,245 |
Financial assets at fair value through profit or loss | Investments at fair value | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at fair value through profit or loss | 29,076 | 28,526 | 29,069 |
Financial assets at fair value through profit or loss | Investments at fair value | Level 3 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial assets at fair value through profit or loss | $ 29,076 | $ 28,526 | $ 29,069 |
KEY MANAGEMENT COMPENSATION (_3
KEY MANAGEMENT COMPENSATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Roger James Hamilton | |||
Disclosure of transactions between related parties [line items] | |||
Salary | $ 593,195 | $ 463,235 | $ 432,411 |
Stock-based | 28,310 | 103,223 | 60,007 |
Total | 621,505 | 566,458 | 492,418 |
Michelle Clarke | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 110,846 | 83,235 | 93,746 |
Stock-based | 4,067 | 18,553 | 15,870 |
Total | 114,913 | 101,788 | 109,616 |
Suraj Naik | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 88,682 | 67,719 | 75,701 |
Stock-based | 3,921 | 13,274 | 11,588 |
Total | 92,603 | 80,993 | 82,289 |
Sandra Morrell | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 40,172 | 151,439 | 165,947 |
Stock-based | 6,748 | 30,284 | 20,150 |
Total | 46,920 | 181,723 | 186,097 |
Patrick Grove | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 8,889 | 8,705 | |
Stock-based | 34,870 | ||
Total | 8,889 | 43,575 | |
Nic Lim | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 8,889 | 6,964 | 5,882 |
Stock-based | 36,614 | ||
Total | 8,889 | 43,578 | 5,882 |
Anna Gong | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 8,889 | 8,705 | 5,882 |
Stock-based | 34,870 | ||
Total | 8,889 | 43,575 | 5,882 |
Jeremy Harris | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 67,548 | 39,652 | 50,688 |
Stock-based | 594 | 8,578 | |
Total | 68,142 | 48,230 | 50,688 |
Dennis DuBois | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 24,000 | 20,400 | 24,000 |
Stock-based | 3,592 | ||
Total | 24,000 | 23,992 | 24,000 |
Lisa Bovio | |||
Disclosure of transactions between related parties [line items] | |||
Salary | 24,000 | 20,400 | 24,000 |
Stock-based | 3,592 | ||
Total | $ 24,000 | $ 23,992 | $ 24,000 |
SEGMENT REPORTING - Segment i_2
SEGMENT REPORTING - Segment information (Details) | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |||
Disclosure of operating segments [line items] | ||||||
Number of reportable business segments | segment | 2 | 2 | ||||
Revenue | $ 12,778,262 | $ 7,633,776 | [1] | $ 9,949,057 | [1] | |
Depreciation and Amortization | 1,574,913 | 1,570,593 | 1,262,108 | |||
(Loss) income from Operations | (4,168,484) | (2,680,849) | [1] | (1,038,873) | [1] | |
Net loss | (4,489,198) | (3,192,314) | [1] | (1,230,319) | [1] | |
Interest expense, net | 449,566 | 853,983 | [1] | 863,871 | [1] | |
Capital Expenditures | 671,587 | 1,060,124 | ||||
Total Property and Equipment, net | 6,776,116 | 7,596,990 | [2] | 7,399,412 | [2] | $ 6,261,425 |
Total Assets | 17,595,407 | 16,957,713 | [2] | 17,560,148 | [2] | |
Total Liabilities | 9,609,411 | 9,251,624 | [2] | 12,229,451 | [2] | |
Depreciation and amortization | 38,864 | 40,906 | [1] | 47,537 | [1] | |
Previously stated | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and Amortization | 2,140,326 | 1,358,775 | ||||
(Loss) income from Operations | (3,250,582) | (1,135,540) | ||||
Net loss | (3,476,716) | (1,310,553) | ||||
Total Property and Equipment, net | 7,250,846 | 7,399,412 | ||||
Total Assets | 53,785,449 | 31,582,385 | ||||
Total Liabilities | 12,543,145 | 12,810,585 | ||||
Restatement Prior Period Adjustment | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and Amortization | (569,733) | (96,667) | ||||
(Loss) income from Operations | 569,733 | 96,667 | ||||
Net loss | 569,733 | 96,667 | ||||
Total Property and Equipment, net | 346,144 | |||||
Total Liabilities | (3,291,521) | (581,134) | ||||
Restatement Adjustment, Income Taxes | ||||||
Disclosure of operating segments [line items] | ||||||
Net loss | (285,331) | (16,433) | ||||
Restatement Adjustment, Property, Plant and Equipment | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | 346,144 | |||||
Restatement Adjustment, Goodwill | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | (17,765,824) | (8,778,904) | ||||
Restatement Adjustment, Intangible Assets | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | (19,643,315) | (5,243,333) | ||||
Restatement Adjustment, Foreign Currency Translation | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | 235,259 | |||||
As Restated | ||||||
Disclosure of operating segments [line items] | ||||||
Net loss | (3,192,314) | (1,230,319) | ||||
Total Assets | 16,957,713 | 17,560,148 | ||||
Total Liabilities | 9,251,624 | 12,229,451 | ||||
Education | ||||||
Disclosure of operating segments [line items] | ||||||
Revenue | 9,676,052 | 5,618,210 | 5,517,061 | |||
Depreciation and Amortization | 426,740 | 616,195 | 276,798 | |||
(Loss) income from Operations | (2,153,975) | 306,710 | (1,205,784) | |||
Net loss | (67,609) | (1,205,785) | ||||
Interest expense, net | 98,819 | 107,833 | ||||
Capital Expenditures | 437,764 | 423,959 | ||||
Total Property and Equipment, net | 15,442 | 10,881 | 11,519 | |||
Total Assets | 5,122,967 | 3,336,242 | 3,523,344 | |||
Total Liabilities | 3,589,315 | 5,852,323 | 4,468,709 | |||
Education | Previously stated | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and Amortization | 914,195 | 373,465 | ||||
(Loss) income from Operations | 8,710 | (1,302,451) | ||||
Net loss | (135,636) | (1,286,019) | ||||
Total Property and Equipment, net | 10,881 | 11,519 | ||||
Total Assets | 12,030,161 | 12,422,243 | ||||
Total Liabilities | 5,673,010 | 4,468,709 | ||||
Education | Restatement Prior Period Adjustment | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and Amortization | (298,000) | (96,667) | ||||
(Loss) income from Operations | 298,000 | 96,667 | ||||
Net loss | 298,000 | 96,667 | ||||
Total Liabilities | 229,973 | |||||
Education | Restatement Adjustment, Income Taxes | ||||||
Disclosure of operating segments [line items] | ||||||
Net loss | (229,973) | (16,433) | ||||
Education | Restatement Adjustment, Goodwill | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | (3,655,567) | (3,655,567) | ||||
Education | Restatement Adjustment, Intangible Assets | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | (4,945,333) | (5,243,333) | ||||
Education | As Restated | ||||||
Disclosure of operating segments [line items] | ||||||
Net loss | (67,609) | (1,205,785) | ||||
Total Assets | 3,429,261 | 3,523,343 | ||||
Total Liabilities | 5,902,983 | 4,468,709 | ||||
Campus | ||||||
Disclosure of operating segments [line items] | ||||||
Revenue | 3,102,210 | 2,015,566 | 4,431,996 | |||
Depreciation and Amortization | 1,148,173 | 954,398 | 985,310 | |||
(Loss) income from Operations | (2,014,508) | (2,987,559) | 166,911 | |||
Net loss | (3,124,705) | (24,534) | ||||
Interest expense, net | 350,747 | 746,150 | 863,871 | |||
Capital Expenditures | 233,823 | 636,165 | ||||
Total Property and Equipment, net | 6,760,674 | 7,586,109 | 7,387,893 | |||
Total Assets | 12,472,440 | 13,621,471 | 14,036,804 | |||
Total Liabilities | 6,020,096 | 3,399,301 | 7,760,742 | |||
Campus | Previously stated | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and Amortization | 1,226,131 | 985,310 | ||||
(Loss) income from Operations | (3,259,292) | 166,911 | ||||
Net loss | (3,341,080) | (24,534) | ||||
Total Property and Equipment, net | 7,239,965 | 7,387,893 | ||||
Total Assets | 41,755,288 | 19,160,141 | ||||
Total Liabilities | 6,870,135 | 8,341,876 | ||||
Campus | Restatement Prior Period Adjustment | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and Amortization | (271,733) | |||||
(Loss) income from Operations | 271,733 | |||||
Net loss | 271,733 | |||||
Total Property and Equipment, net | 346,144 | |||||
Total Liabilities | (3,521,494) | (581,134) | ||||
Campus | Restatement Adjustment, Income Taxes | ||||||
Disclosure of operating segments [line items] | ||||||
Net loss | (55,358) | |||||
Campus | Restatement Adjustment, Property, Plant and Equipment | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | 346,144 | |||||
Campus | Restatement Adjustment, Goodwill | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | (14,110,257) | (5,123,337) | ||||
Campus | Restatement Adjustment, Intangible Assets | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | (14,697,982) | |||||
Campus | Restatement Adjustment, Foreign Currency Translation | ||||||
Disclosure of operating segments [line items] | ||||||
Total Assets | 235,259 | |||||
Campus | As Restated | ||||||
Disclosure of operating segments [line items] | ||||||
Net loss | (3,124,705) | (24,534) | ||||
Total Assets | 13,528,452 | 14,036,804 | ||||
Total Liabilities | 3,348,641 | 7,760,742 | ||||
Campus | Cost of revenue | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and amortization | 1,109,309 | 937,773 | 913,492 | |||
Campus | Operating expenses. | ||||||
Disclosure of operating segments [line items] | ||||||
Depreciation and amortization | $ 38,864 | $ 47,537 | $ 40,906 | |||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
SEGMENT REPORTING - Revenue a_2
SEGMENT REPORTING - Revenue and Non current assets by geographic location (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of geographical areas [line items] | |||||
Revenue | $ 12,778,262 | $ 7,633,776 | [1] | $ 9,949,057 | [1] |
Non-current assets | 11,099,245 | 12,021,110 | 11,754,343 | ||
Europe / Middle East / Africa | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 5,185,588 | 3,078,736 | 3,770,628 | ||
Non-current assets | 8,477,393 | 504,655 | 7,786,240 | ||
Asia / Pacific | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 4,894,073 | 2,959,709 | 4,588,530 | ||
Non-current assets | 2,120,102 | 11,000,159 | 3,968,103 | ||
North America / South America | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 2,698,601 | 1,595,331 | 1,589,899 | ||
Non-current assets | 501,750 | 516,296 | |||
Education | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 9,676,052 | 5,618,210 | 5,517,061 | ||
Non-current assets | 502,352 | 1,016,870 | 962,424 | ||
Education | Europe / Middle East / Africa | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 3,630,760 | 2,068,037 | 1,818,859 | ||
Non-current assets | 602 | 802 | |||
Education | Asia / Pacific | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 3,346,691 | 1,954,842 | 2,108,503 | ||
Non-current assets | 499,772 | 962,424 | |||
Education | North America / South America | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 2,698,601 | 1,595,331 | 1,589,899 | ||
Non-current assets | 501,750 | 516,296 | |||
Campus | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 3,102,210 | 2,015,566 | 4,431,996 | ||
Non-current assets | 10,596,893 | 11,004,240 | 10,791,919 | ||
Campus | Europe / Middle East / Africa | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 1,554,828 | 1,010,699 | 1,951,769 | ||
Non-current assets | 8,476,791 | 503,853 | 7,786,240 | ||
Campus | Asia / Pacific | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 1,547,382 | 1,004,867 | 2,480,027 | ||
Non-current assets | $ 2,120,102 | $ 10,500,388 | $ 3,005,679 | ||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination |
EVENTS AFTER THE REPORTING PE_9
EVENTS AFTER THE REPORTING PERIOD (Details - Convertible Debt Obligations) - USD ($) | 4 Months Ended | |
Jan. 01, 2021 | Apr. 30, 2022 | |
Disclosure of non-adjusting events after reporting period [line items] | ||
Amount of principal and accrued interest converted | $ 6,170 | |
Debt conversion | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Amount of principal and accrued interest converted | $ 161,500 | $ 229,237 |
Number of shares issued upon conversion of debt | 13,307 | 38,206 |
EVENTS AFTER THE REPORTING P_10
EVENTS AFTER THE REPORTING PERIOD (Details - Shares Issued for Cash) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of non-adjusting events after reporting period [line items] | ||||
Proceeds from sale of future shares | $ 953,087 | |||
Shares Issued for Cash | GeniusU | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Aggregate non-controlling interest sold (as a percent) | 0.61% | 2.45% | ||
Proceeds from sale of future shares | $ 2,652,577 | $ 1,528,000 | ||
Aggregate issuance costs incurred | $ 53,052 | $ 30,560 |
EVENTS AFTER THE REPORTING P_11
EVENTS AFTER THE REPORTING PERIOD (Details - Initial Public Offering) - Initial Public Offering - Ordinary shares - $ / shares | 1 Months Ended | |
Apr. 12, 2022 | Jan. 31, 2020 | |
Disclosure of non-adjusting events after reporting period [line items] | ||
Number of ordinary shares | 3,272,727 | 63,842 |
IPO price | $ 6 |
EVENTS AFTER THE REPORTING P_12
EVENTS AFTER THE REPORTING PERIOD (Details - Business Combinations, Education Angels, E-Square) £ in Millions, R in Millions, $ in Millions | Apr. 21, 2022 item | Oct. 22, 2020 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) | Nov. 28, 2020 USD ($) | Nov. 28, 2020 ZAR (R) | Oct. 22, 2020 NZD ($) |
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Purchase consideration | $ 4,700,000 | £ 3.6 | |||||
Education Angels | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Voting interest acquired (in percent) | 100% | 100% | |||||
Purchase consideration | $ 2,000,000 | $ 3 | |||||
Education Angels | Minimum | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Threshold term where the sellers agreed not to sell any shares | 0 years | ||||||
Education Angels | Maximum | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Threshold term where the sellers agreed not to sell any shares | 5 years | ||||||
E-Square | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Voting interest acquired (in percent) | 100% | 100% | |||||
Purchase consideration | $ 654,000 | R 10 | |||||
Business Combinations | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Number of additional acquisitions | 2 | ||||||
Business Combinations | Education Angels | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Voting interest acquired (in percent) | 100% | 100% | |||||
Purchase consideration | $ 2,000,000 | $ 3 | |||||
Percentage of payment in shares | 100% | ||||||
Business Combinations | Education Angels | David Hitchins | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Threshold term where the sellers agreed not to sell any shares | 6 months | ||||||
Business Combinations | Education Angels | Angie Stead | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Threshold term where the sellers agreed not to sell any shares | 12 months |
EVENTS AFTER THE REPORTING P_13
EVENTS AFTER THE REPORTING PERIOD (Details - Business Combinations, Property Investors Network Ltd and Mastermind Principles Ltd) - Nov. 30, 2020 - Property Investors Network Ltd and Mastermind Principles Ltd £ in Millions, $ in Millions | GBP (£) company item | USD ($) company item |
Disclosure of non-adjusting events after reporting period [line items] | ||
Percentage of shares acquired | 100% | 100% |
Number of companies in the agreement | item | 50 | 50 |
Percentage of payment in cash | 10% | 10% |
Percentage of payment in shares | 90% | 90% |
Business Combinations | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Percentage of shares acquired | 100% | 100% |
Number of companies in the agreement | company | 2 | 2 |
Percentage of payment in cash | 10% | 10% |
Percentage of payment in shares | 90% | 90% |
Business Combinations | Property Mastermind International Pte Ltd | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Payments made on behalf of the seller to pay off part of the outstanding loans | £ 1.5 | $ 2 |
Term for repayments of remaining unpaid loans | 3 years | 3 years |
EVENTS AFTER THE REPORTING P_14
EVENTS AFTER THE REPORTING PERIOD (Details - Business Combinations, University of Antelope Valley) £ in Millions, $ in Millions | Mar. 24, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 21, 2021 USD ($) | Nov. 30, 2020 USD ($) | Nov. 30, 2020 GBP (£) |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Purchase consideration | $ 4.7 | £ 3.6 | |||
University of Antelope Valley | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Percentage of shares acquired | 100% | ||||
Purchase consideration | $ 30 | ||||
Consideration made up of shares | $ 6 | 6 | |||
Cash payments to acquire business | 6.5 | $ 24 | |||
Liabilities incurred | $ 17.5 | ||||
Business Combinations | University of Antelope Valley | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Shares transferred as consideration | 1 | ||||
Consideration made up of shares | $ 6 | ||||
Cash payments to acquire business | $ 7 |
RESTATEMENT OF THE PREVIOUSLY_3
RESTATEMENT OF THE PREVIOUSLY ISSUED AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Statement of financial position | ||||||
Property and equipment, net | $ 6,776,116 | $ 7,596,990 | [1] | $ 7,399,412 | [1] | $ 6,261,425 |
Goodwill | 1,320,100 | 1,209,953 | [1] | 1,209,953 | [1] | $ 1,209,953 |
Intangible assets, net | 1,394,969 | 1,004,914 | [1] | 922,379 | [1] | |
Total Assets | 17,595,407 | 16,957,713 | [1] | 17,560,148 | [1] | |
Deferred tax liability | 723,122 | 875,425 | [1] | 736,645 | [1] | |
Total Liabilities | 9,609,411 | 9,251,624 | [1] | 12,229,451 | [1] | |
Reserves | (31,888,638) | (32,112,799) | [1] | (13,844,404) | [1] | |
Accumulated deficit | (13,493,684) | (9,167,848) | [1] | (6,050,692) | [1] | |
Capital and reserves attributable to owners of Genius Group Ltd | 3,641,097 | 7,448,935 | [1] | 5,330,697 | [1] | |
Non controlling interest | 4,344,899 | 257,154 | [1] | |||
Total Stockholder's Equity | 7,706,089 | 5,330,697 | ||||
Total Liabilities and Stockholder's Equity | 17,595,407 | 16,957,713 | [1] | 17,560,148 | [1] | |
Statement of profit or loss and other comprehensive income | ||||||
Cost of Revenue | (4,134,108) | (5,024,302) | ||||
Gross profit | 2,757,458 | 3,499,668 | [2] | 4,924,755 | [2] | |
Loss from Operations | (4,168,484) | (2,680,849) | [2] | (1,038,873) | [2] | |
Loss Before Income Tax | (4,618,050) | (3,123,069) | [2] | (1,119,009) | [2] | |
Income Tax Benefit (Expense) | 128,852 | (69,245) | [2] | (111,310) | [2] | |
Net loss | (4,489,198) | (3,192,314) | [2] | (1,230,319) | [2] | |
Non controlling interest | (173,959) | (57,196) | [2] | |||
Total Comprehensive (loss) | $ (4,259,117) | $ (1,063,233) | [2] | $ (1,538,491) | [2] | |
Basic earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | [2] | $ (0.14) | [2] | |
Diluted earnings (loss) per share from continuing operations | $ (0.28) | $ (0.25) | $ (0.14) | |||
Statement of changes in equity | ||||||
Total Equity | $ 7,706,089 | $ 5,330,697 | ||||
Statement of cash flows | ||||||
Net loss | $ (4,489,198) | (3,192,314) | [2] | (1,230,319) | [2] | |
Amortization of deferred tax liability | 105,650 | (68,808) | [2] | |||
Deferred tax liability | 257,953 | (138,053) | [2] | (84,046) | [2] | |
Depreciation and amortization | 1,574,913 | 1,570,593 | [2] | 1,262,108 | [2] | |
Total adjustments to reconcile net loss to net cash used in operating activities | $ 1,407,993 | 1,065,101 | [2] | (55,321) | [2] | |
Non-controlling interests [member] | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | 257,154 | |||||
Statement of changes in equity | ||||||
Total Equity | 257,154 | |||||
Reserves. | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | (32,112,799) | (13,844,404) | ||||
Statement of changes in equity | ||||||
Total Equity | (32,112,799) | (13,844,404) | ||||
Retained earnings [member] | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | (9,167,848) | (6,050,692) | ||||
Statement of changes in equity | ||||||
Total Equity | (9,167,848) | (6,050,692) | ||||
Previously stated | ||||||
Statement of financial position | ||||||
Property and equipment, net | 7,250,846 | 7,399,412 | ||||
Goodwill | 18,647,498 | 9,988,857 | ||||
Intangible assets, net | 20,741,249 | 6,165,712 | ||||
Total Assets | 53,785,449 | 31,582,385 | ||||
Deferred tax liability | 4,166,946 | 1,317,779 | ||||
Total Liabilities | 12,543,145 | 12,810,585 | ||||
Reserves | 1,788,051 | (323,067) | ||||
Accumulated deficit | (9,526,614) | (6,130,926) | ||||
Capital and reserves attributable to owners of Genius Group Ltd | 40,991,019 | 18,771,800 | ||||
Non controlling interest | 251,285 | |||||
Total Stockholder's Equity | 41,242,304 | 18,771,800 | ||||
Total Liabilities and Stockholder's Equity | 53,785,449 | 31,582,385 | ||||
Statement of profit or loss and other comprehensive income | ||||||
Cost of Revenue | (4,703,841) | (5,120,969) | ||||
Gross profit | 2,929,935 | 4,828,088 | ||||
Loss from Operations | (3,250,582) | (1,135,540) | ||||
Loss Before Income Tax | (3,692,802) | (1,215,676) | ||||
Income Tax Benefit (Expense) | 216,086 | (94,877) | ||||
Net loss | (3,476,716) | (1,310,553) | ||||
Non controlling interest | (63,065) | |||||
Total Comprehensive (loss) | $ (1,347,635) | $ (1,618,725) | ||||
Basic earnings (loss) per share from continuing operations | $ (0.27) | $ (0.15) | ||||
Statement of changes in equity | ||||||
Total Equity | $ 41,242,304 | $ 18,771,800 | ||||
Statement of cash flows | ||||||
Net loss | (3,476,716) | (1,310,553) | ||||
Amortization of deferred tax liability | (166,396) | (16,433) | ||||
Deferred tax liability | (49,691) | |||||
Depreciation and amortization | 2,140,326 | 1,358,775 | ||||
Total adjustments to reconcile net loss to net cash used in operating activities | 1,349,503 | 24,913 | ||||
Previously stated | Non-controlling interests [member] | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | 251,285 | |||||
Statement of changes in equity | ||||||
Total Equity | 251,285 | |||||
Previously stated | Reserves. | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | 1,788,051 | (323,067) | ||||
Statement of changes in equity | ||||||
Total Equity | 1,788,051 | (323,067) | ||||
Previously stated | Retained earnings [member] | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | (9,526,614) | (6,130,926) | ||||
Statement of changes in equity | ||||||
Total Equity | (9,526,614) | (6,130,926) | ||||
Adjustments | ||||||
Statement of financial position | ||||||
Property and equipment, net | 346,144 | |||||
Goodwill | (17,437,545) | (8,778,904) | ||||
Intangible assets, net | (19,736,335) | (5,243,333) | ||||
Total Assets | (36,827,736) | (14,022,237) | ||||
Deferred tax liability | (3,291,521) | (581,134) | ||||
Total Liabilities | (3,291,521) | (581,134) | ||||
Reserves | (33,900,850) | (13,521,337) | ||||
Accumulated deficit | 358,766 | 80,234 | ||||
Capital and reserves attributable to owners of Genius Group Ltd | (33,542,084) | (13,441,103) | ||||
Non controlling interest | 5,869 | |||||
Total Stockholder's Equity | (33,536,215) | (13,441,103) | ||||
Total Liabilities and Stockholder's Equity | (36,827,736) | (14,022,237) | ||||
Statement of profit or loss and other comprehensive income | ||||||
Cost of Revenue | 569,733 | 96,667 | ||||
Gross profit | 569,733 | 96,667 | ||||
Loss from Operations | 569,733 | 96,667 | ||||
Loss Before Income Tax | 569,733 | 96,667 | ||||
Income Tax Benefit (Expense) | (285,331) | (16,433) | ||||
Net loss | 284,402 | 80,234 | ||||
Non controlling interest | 5,869 | |||||
Total Comprehensive (loss) | $ 284,402 | $ 80,234 | ||||
Basic earnings (loss) per share from continuing operations | $ 0.02 | $ 0.01 | ||||
Statement of changes in equity | ||||||
Total Equity | $ (33,536,215) | $ (13,441,103) | ||||
Statement of cash flows | ||||||
Net loss | 284,402 | 80,234 | ||||
Amortization of deferred tax liability | 97,588 | 16,433 | ||||
Deferred tax liability | 187,743 | |||||
Depreciation and amortization | (569,733) | (96,667) | ||||
Total adjustments to reconcile net loss to net cash used in operating activities | (284,402) | (80,234) | ||||
Adjustments | Non-controlling interests [member] | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | 5,869 | |||||
Statement of changes in equity | ||||||
Total Equity | 5,869 | |||||
Adjustments | Reserves. | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | (33,900,850) | (13,521,337) | ||||
Statement of changes in equity | ||||||
Total Equity | (33,900,850) | (13,521,337) | ||||
Adjustments | Retained earnings [member] | ||||||
Statement of financial position | ||||||
Total Stockholder's Equity | 358,766 | 80,234 | ||||
Statement of changes in equity | ||||||
Total Equity | $ 358,766 | $ 80,234 | ||||
[1]Restatements in Note 35 to align with IFRS 3 book value method for business combination[2]Restatements in Note 35 to align with IFRS 3 book value method for business combination |