Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F/A |
Amendment Flag | true |
Amendment Description | This amendment on form 20-F/A amends the annual report on form 20-F as originally filed with the U.S Securities and Exchange Commission (the SEC) on June 6 , 2023 . The company is filling this amendment to reflect solely to include clarification and further disclosure related to company’s dual listing on Upstream. |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-41353 |
Entity Registrant Name | GENIUS GROUP LIMITED |
Entity Central Index Key | 0001847806 |
Entity Incorporation, State or Country Code | U0 |
Entity Address, Address Line One | 8 Amoy Street #01-01 |
Entity Address, City or Town | Singapore |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 049950 |
Title of 12(b) Security | Ordinary shares, no par value per share |
No Trading Symbol Flag | true |
Security Exchange Name | NYSE |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 27,705,227 |
Auditor Firm ID | 688 |
Auditor Name | Marcum LLP |
Auditor Location | Melville, NY |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 850 Library Avenue, Suite 204 |
Entity Address, City or Town | Newark |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19711 |
City Area Code | 302 |
Local Phone Number | 738-6680 |
Contact Personnel Name | Roger James Hamilton |
Contact Personnel Email Address | info@geniusgroup.net |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 5,720,569 | $ 1,784,938 |
Restricted cash | 11,108,816 | |
Accounts receivable, net | 4,856,637 | 1,018,003 |
Other Receivables | 120,304 | 66,000 |
Due from related parties | 351,357 | 44,245 |
Inventories | 1,001,977 | 92,530 |
Prepaid expenses and other current assets | 1,090,787 | 3,490,446 |
Total Current Assets | 24,250,447 | 6,496,162 |
Property and equipment, net | 563,131 | 6,776,116 |
Operating lease right-of-use asset | 12,573,710 | 1,077,241 |
Investments at fair value | 29,071 | 29,069 |
Goodwill | 31,688,887 | 1,320,100 |
Intangible assets, net | 16,107,293 | 1,394,969 |
Other receivables | 732,716 | |
Due from related parties | 5,288,264 | |
Other non-current assets | 26,108 | 501,750 |
Total Assets | 91,259,627 | 17,595,407 |
Current Liabilities | ||
Accounts payable | 1,672,306 | 1,078,381 |
Accrued expenses and other current liabilities | 3,809,540 | 2,064,302 |
Deferred revenue | 6,391,993 | 2,561,912 |
Income tax payable | 355,023 | |
Due to related parties | 2,932,090 | 425,551 |
Operating lease liabilities - current portion | 1,590,538 | 436,271 |
Loans payable - current portion | 334,391 | 65,415 |
Convertible debt obligations - current portion | 5,752,328 | 507,765 |
Short term debt | 539,245 | |
Total Current Liabilities | 23,377,454 | 7,139,597 |
Due to related parties | 1,729 | |
Operating lease liabilities – non-current portion | 11,394,337 | 894,589 |
Loans payable – non-current portion | 428,025 | 85,858 |
Convertible debt obligations - non-current portion | 2,223,523 | 766,245 |
Deferred tax liability | 3,391,129 | 723,122 |
Derivative liabilities | 36,488,594 | |
Total Liabilities | 77,304,791 | 9,609,411 |
Stockholders’ Equity | ||
Contributed capital | 110,534,000 | 50,924,276 |
Subscriptions receivable | (1,900,857) | (1,900,857) |
Reserves | (32,933,714) | (31,888,638) |
Accumulated deficit | (68,539,210) | (13,493,684) |
Capital and reserves attributable to owners of Genius Group Ltd | 7,160,219 | 3,641,097 |
Non-controlling interest | 6,794,617 | 4,344,899 |
Total Stockholders’ Equity | 13,954,836 | 7,985,996 |
Total Liabilities and Stockholders’ Equity | $ 91,259,627 | $ 17,595,407 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Profit or loss [abstract] | |||
Revenue | $ 18,193,616 | $ 8,294,804 | |
Cost of revenue | (9,554,327) | (5,537,346) | |
Gross profit | 8,639,289 | 2,757,458 | |
Operating (Expenses) Income | |||
General and administrative | (21,073,794) | (7,211,204) | |
Depreciation and amortization | (1,182,413) | (38,864) | |
Other operating income | 144,396 | 490,300 | |
Impairment loss | (28,246,010) | ||
(Loss) gains from foreign currency transactions | 135,625 | (166,174) | |
Total operating expenses | (50,222,196) | (6,925,942) | |
Loss from Operations | (41,582,907) | (4,168,484) | |
Other Expense | |||
Other Income | 418,437 | ||
Revaluation adjustment of contingent liabilities | (13,838,197) | ||
Interest expense, net | (1,312,476) | (449,566) | |
Total Other Expense | (14,732,236) | (449,566) | |
Loss Before Income Tax | (56,315,143) | (4,618,050) | |
Income Tax Benefit | 1,063,596 | 128,852 | |
Net Loss | (55,251,547) | (4,489,198) | |
Other comprehensive income: | |||
Foreign currency translation | (1,045,076) | 230,081 | |
Total Comprehensive Loss | (56,296,623) | (4,259,117) | |
Net Loss is attributed to: | |||
Owners of Genius Group Ltd | (55,045,526) | (4,315,239) | |
Non-controlling interest | (206,021) | (173,959) | |
Total Comprehensive Loss is attributable to: | |||
Owners of Genius Group Ltd | (56,090,602) | (4,085,158) | |
Non-controlling interest | $ (206,021) | $ (173,959) | |
Net loss per share attributed to common stockholders, basic and diluted | $ (2.44) | $ (0.28) | |
Weighted-average number of shares outstanding, basic, and diluted | 22,634,366 | 16,155,812 | |
Number of shares outstanding, basic, and diluted | 27,705,227 | 16,155,812 | |
[1]Restatement details in Note 2 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Issued capital [member] | Non-controlling interests [member] | Subscriptions receivable [member] | Reserve of exchange differences on translation [member] | Other reserves [member] | Retained earnings [member] | Total | |
Balance at Dec. 31, 2020 | $ 50,630,439 | $ 257,154 | $ (1,900,857) | $ 1,788,051 | $ (33,900,850) | $ (9,167,848) | $ 7,706,089 | |
Balance, shares at Dec. 31, 2020 | 16,155,812 | |||||||
IfrsStatementLineItems [Line Items] | ||||||||
Net loss | (4,489,198) | (4,489,198) | [1] | |||||
Adjustment against capital and retained earnings | (16,517) | (16,517) | ||||||
Foreign currency translation adjustments | 230,081 | 230,081 | [1] | |||||
GeniusU Shares issued for cash | 3,127,442 | 3,127,442 | ||||||
Shares issued in satisfaction of liability | ||||||||
Shares issued for conversion of convertible notes | $ 181,175 | 181,175 | ||||||
Shares issued for conversion of convertible notes, shares | ||||||||
Funds received for shares to be issued | 953,087 | 953,087 | ||||||
Share based compensation | $ 293,837 | 293,837 | ||||||
Share based compensation, shares | ||||||||
Non-controlling interest | $ (3,308,617) | 3,134,658 | 10,597 | 163,362 | ||||
Balance 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 | |
Balance, shares at Dec. 31, 2021 | 16,155,812 | |||||||
IfrsStatementLineItems [Line Items] | ||||||||
Net loss | (206,021) | (55,045,526) | (55,251,547) | |||||
Foreign currency translation adjustments | (1,045,076) | (1,045,076) | ||||||
GeniusU Shares issued for cash | 2,655,739 | 2,655,739 | ||||||
Shares issued for conversion of convertible notes | $ 7,829,607 | 7,829,607 | ||||||
Shares issued for conversion of convertible notes, shares | 1,554,097 | |||||||
Share based compensation | $ 1,308,784 | 1,308,784 | ||||||
Share based compensation, shares | 109,923 | |||||||
Proceeds from IPO (net) | $ 15,202,858 | 15,202,858 | ||||||
Proceeds from IPO (net), shares | 3,913,410 | |||||||
Share options GG IPO April 2022 | $ 270,476 | 270,476 | ||||||
Share options GG IPO April 2022, shares | 45,580 | |||||||
Shares issued for IPO acquisition | $ 35,098,001 | 35,098,001 | ||||||
Shares issued for IPO acquisition, shares | 5,975,407 | |||||||
Shares cancelled in satisfaction of liability, net of derivative liability | $ (100,002) | (100,002) | ||||||
Shares cancelled in satisfaction of liability, net of derivative liability, shares | (49,002) | |||||||
Balance at Dec. 31, 2022 | $ 110,534,000 | $ 6,794,617 | $ (1,900,857) | $ 983,653 | $ (33,917,367) | $ (68,539,210) | $ 13,954,836 | |
Balance, shares at Dec. 31, 2022 | 27,705,227 | |||||||
[1]Restatement details in Note 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (55,251,547) | $ (4,489,198) | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 1,308,784 | 293,837 | ||
Depreciation and amortization | [2],[3] | 2,350,640 | 1,574,913 | |
Deferred income taxes | (1,284,166) | 105,650 | ||
(Gain) loss on foreign exchange transactions | (135,625) | 166,174 | ||
Provision for doubtful accounts | (1,509,486) | (39,108) | ||
Impairment loss | 28,246,010 | |||
Revaluation adjustment on contingent liabilities | 13,838,197 | |||
Amortization of debt discount | 140,837 | |||
Interest expense on lease liabilities | 491,336 | 131,291 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | 1,161,349 | (30,554) | ||
Other receivable | (19,138) | (66,000) | ||
Prepaid expenses and other current assets | 1,489,459 | (1,927,176) | ||
Inventory | (545,449) | 20,013 | ||
Accounts payable | (107,372) | 256,562 | ||
Accrued expenses and other current liabilities | 751,442 | 254,080 | ||
Deferred revenue | 996,324 | 1,015,200 | ||
Current tax provision | 220,570 | (257,953) | ||
Income tax payable | (237,759) | |||
Other non-current liabilities | (217,291) | |||
Total Adjustments | 47,015,116 | 1,420,475 | ||
Net cash used in operations | (8,236,431) | (3,068,723) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Internally developed software | (743,995) | (804,314) | ||
Acquisitions | (8,843,458) | |||
Purchase of equipment | (222,680) | (77,797) | ||
Acquisition of intangible | (279,356) | |||
Net cash used in investing activities: | (10,089,489) | (882,111) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Amount due to/from related party, net | (221,842) | (154,345) | ||
Proceeds from derivative liability, net | (250,000) | |||
Advance received for share issuances | 953,087 | |||
Proceeds from IPO, net | 17,308,453 | |||
Proceeds from convertible debt, net of issuance costs | 4,184,964 | |||
Proceeds from equity issuances | 2,701,215 | 3,127,442 | ||
Issuance from convertible debt | (509,311) | |||
Lease liabilities | (957,430) | (758,522) | ||
Proceeds from Loan | 972,593 | |||
Repayment of Loan | (1,285,181) | (71,967) | ||
Net cash provided by financing activities | 21,943,461 | 3,095,695 | ||
Increase (decrease) in cash and cash equivalents during the year | 3,617,541 | (855,139) | ||
Foreign exchange impact on cash | 318,090 | 366,926 | ||
Cash and cash equivalents, beginning of year | 1,784,938 | 2,273,151 | ||
CASH AND CASH EQUIVALENTS, END OF THE YEAR | 5,720,569 | 1,784,938 | ||
Supplemental Disclosures of Cash Flow Information: | ||||
Cash paid during the period for interest | 847,520 | 202,176 | ||
Non-Cash Investing and Financing Activities | ||||
Fair value of shares issued in satisfaction of a liability | 350,000 | |||
Fair value of shares issued for the acquisition of entities | 35,098,001 | |||
Fair value of shares issued for conversion of convertible notes | $ 7,829,607 | $ 293,837 | ||
[1]Restatement details in Note 2[2]Consists of $ 577,998 426,740 667,217 0 590,228 1,109,309 515,197 38,864 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Organization And Nature Of Operations | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 — BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Genius Group Ltd. (“Company”) is an entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered, life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market. The Company operates through its main subsidiaries, GeniusU Ltd (“GU”), , Entrepreneur Resorts (“ERL”), Education Angels (“EA”), University of Antelope Valley (“UAV”), E-Squared Education (“ESQ”), Property and Mastermind Networks Limited (“PIN”) and Revealed Films (“RF”). The Company owns 100% 96.5% 95.4% GU, a Singapore company, which provides a full entrepreneur education system business development tools and management consultancy services to entrepreneurs. ERL was incorporated in Seychelles, and represents a group of resorts, retreats, and co-working cafes for entrepreneurs. ERL 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. EA generates revenue from parents of young children from 0-5 years old paying for an EA trained educator to both educate and care for their child. EA is required to be approved and in compliance by the New Zealand Ministry of Education (“MOE”) in order to operate and receive government funding. EA is approved by the MOE and 50% of EA educator fees are paid by the New Zealand Government. UAV is an accredited university based on a 10-acre campus in the United States. It offers career-focused on-campus and online programs at the master’s, bachelor’s, and associate degree level, as well as certificate and continuing education programs in several high-demand sectors. ESQ is an entrepreneur education campus in South Africa, providing a full range of programs from pre-primary through primary school, secondary school, and vocational college. PIN is a United Kingdom private limited company. PIN provides investment education through its fifty city chapters and monthly events in England, held both virtually and in-person. RF is a United States based media production company that specializes in multi-part documentaries that cover topics such as wealth building, health and nutrition, medical issues, religion, and political matters. The three regions the Company operates in are: APAC (Asia Pacific, North Asia, and Australia); EMEA (Europe, Middle East, and Africa); and NASA (North America and South America). In January 2020, the World Health Organization declared the COVID 19 virus an international pandemic. 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. In 2021, the Group received COVID related government subsidies amounting to $ 490,300 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 United States dollars. Going Concern Pursuant to IAS 1, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Based on the definitions in the relevant accounting standards, and due to recent changes in the Company’s 2022 convertible loan terms in which company elected to pay all future payments in cash, negative cash flows, and continued net losses, management has determined that without additional capital raised, in the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern The Company’s consolidated financial statements as of December 31, 2022 have been prepared on a going concern basis. Although the Company has taken, and plans to continue to take, proactive measures to enhance its liquidity position and provide additional financial flexibility, including discussions with lenders and bankers, there can be no assurance that these measures, including the timing and terms thereof, will be successful or sufficient. 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 of 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 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 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’s reporting 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. 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. 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. 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. Restricted cash Restricted cash represents money that is held at a bank account related to the Company’s 2022 convertible debt and is not available to the company for immediate or general business use. All the restricted cash as of December 31, 2022 was available to the Company by April 2023. 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 is assigned using the first-in, first-out (FIFO) formula. 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. 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. 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: SCHEDULE OF USEFUL LIVES OF ITEMS OF PROPERTY AND EQUIPMENT Category Depreciation Method Useful Life Buildings Straight line 20 years Machinery Straight line 5 years Furniture and fixtures Straight line 5 years Motor vehicles Straight line 5 years Office equipment Straight line 5 years IT equipment Straight line 3 5 years Computer software Straight line 2 8 years Spa equipment, curtains, crockery, glassware, and linen Straight line 5 years 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. 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. Refer to Note 4 – Business Combination for additional details on the acquired intangibles. The useful life of intangible assets has been assessed as follows: SCHEDULE OF USEFUL LIFE OF INTANGIBLE ASSETS Category Useful Life Customer relationships 5 Trade names, trademarks, domain names, and licenses Indefinite Internally developed software costs on GU 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, which 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, considering 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 11, 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 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 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 IFRS 16, Leases (“IFRS 16’). 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 10, 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 c |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS RECENT ACCOUNTING STANDARDS Recently Adopted Accounting Standards Effective for periods 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 The Company’s adoption of the standards above had no material impact on the consolidated financial statements in the year of initial application. Recent Accounting Standards Not Yet Adopted Effective for periods beginning on or after Amendments to IAS 1 Classification of Liabilities as Current or Non-current January 1, 2023 Amendments to IFRS 17 Insurance Contracts January 1, 2023 Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors January 1, 2023 Amendments to IAS 12 Income Taxes 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, 2022 | |
BUSINESS COMBINATIONS | NOTE 4 — BUSINESS COMBINATIONS During 2022, the Company acquired Education Angels, University of Antelope Valley, E-Squared Education, Property and Mastermind Networks Limited and Revealed Films. The Company used the income approach for the valuation of the acquired intangible assets, the contingent consideration and the options issued. To account for the acquisition intangibles the Company used the following valuation methods: Trade Names, Trademarks, Domain Names and Licenses: In determining the fair values a present value technique known as the relief-from-royalty method was used. The premise of this valuation method is that if the trade names, trademarks, domain names, and licenses were licensed to an unrelated party, the unrelated party would pay a percentage of revenue for use of the them. The trade names, trademarks, domain names, and license owner is, however, spared this cost. The present value of these cost savings over time, or relief from royalty, represents the value. Customer Relationships: The fair value of the customer relationships was determined utilizing a present value technique involving a discounted cash flow analysis. This method is based on the notion that the value of a customer contract and related customer relationship is equal to the incremental after-tax cash flows attributable to the customer contract and related customer relationship after deductions and charges for the economic return on contributory assets such as working capital, fixed assets and other identifiable intangible assets such as an assembled workforce To account for the Options and Top Up Consideration for the acquisitions the Company used the following valuation methods: Top Up Consideration (excluding Revealed Films) and the Call Option: The fair values of each was determined utilizing monte carlo simulations to simulate the potential payoffs. A monte carlo simulation is a problem solving technique used to approximate the probability of certain outcomes by running multiple trial runs, called simulations, using random variables. Put Option: The fair value of the put option was determined using a closed-form option pricing model commonly referred to as the Black-Scholes option pricing model. Revealed Films Top Up Consideration: The fair value was determined utilizing a present value technique involving a discounted cash flow analysis. Genius Group Ltd.’s Acquisition of Education Angels On April 30, 2022, Genius Group Ltd acquired 100 1,918,700 333,687 Below is a summary of the preliminary allocation of the purchase consideration to the fair value of the assets and liabilities associated with Education Angels at acquisition. SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase Price Value of shares $ 1,918,700 Less: acquired cash (26,940 ) Purchase price, net of acquired cash 1,891,760 Prepaid expenses and other current assets (113,413 ) Fixed assets (69,637 ) Intangible assets (1,640,000 ) Accounts payable, accrued expenses and other liabilities 804,842 Deferred tax liability 549,718 Goodwill $ 1,423,270 The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Trade names, trademarks, domain names and licenses $ 1,640,000 Genius Group Ltd.’s Acquisition of Property Investors Network On April 30, 2022, Genius Group Ltd acquired 100 29,655,000 2,959,518 17,017,000 1,837,000 701,000 the difference between the value will be paid in additional consideration by 90% in shares and 10% in cash and $ 10,100,000 10.2 Below is a summary of the preliminary allocation of the purchase consideration to the fair value of the assets and liabilities associated with Property Investors network at acquisition. SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 17,017,000 Cash 1,837,000 Top-up share options 701,000 Call / Put option 10,100,000 Total purchase price 29,655,000 Less: acquired cash (347,952 ) Purchase price, net of acquired cash 29,307,048 Accounts receivable (461,249 ) Prepaid expenses and other current assets (6,111,957 ) Fixed assets (24,994 ) Intangible assets (4,980,000 ) Accounts payable, accrued expenses and other liabilities 2,833,718 Deferred tax liability 1,171,555 Goodwill $ 21,734,121 The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Trade names, trademarks, domain names and licenses $ 4,900,000 Customer relationship 80,000 Total $ 4,980,000 Genius Group Ltd.’s Acquisition of E-Square On May 31, 2022, Genius Group Ltd acquired 100 3,845,000 328,236 2,692,000 403,000 299,000 451,000 5.81 34.87 Below is a summary of the preliminary allocation of the purchase consideration to the fair value of the assets and liabilities associated with E-Square at acquisition. SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 2,692,000 Cash 403,000 Deferred payment 299,000 Call / Put option 451,000 Total purchase price 3,845,000 Less: acquired cash (262,518 ) Purchase price, net of acquired cash 3,582,482 Accounts receivable (178,081 ) Prepaid expenses and other current assets (31,242 ) Fixed assets (272,348 ) Intangible assets (100,000 ) Accounts payable, accrued expenses and other liabilities 722,275 Deferred tax liability 37,838 Goodwill $ 3,760,924 The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Trade names, trademarks, domain names and licenses $ 100,000 Total $ 100,000 Genius Group Ltd.’s Acquisition of University of Antelope Valley On July 7, 2022, Genius Group Ltd acquired 100 % of the voting equity interest of University of Antelope Valley for $ 14,487,000 of purchase consideration, made up of 1,000,000 of Genius Group Ltd ordinary shares for $ 6,470,000 , $ 7,000,000 of cash and $ 1,017,000 in top up consideration. The top up consideration requires that within seven days after Genius Group files its tax return for the years 2022, 2023 and 2024, the Company and the seller will review the total revenue for the respective years. If the amount of University of Antelope Valley total revenue in 2022, 2023 and 2024 is an increase over $ 9,000,000 9,000,000 Below is a summary of the preliminary allocation of the purchase consideration to the fair value of the assets and liabilities associated with University of Antelope Valley at acquisition. SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 6,470,000 Cash 7,000,000 Top-up share options 1,017,000 Total purchase price 14,487,000 Less: acquired cash (1,620,734 ) Purchase price, net of acquired cash 12,866,266 Accounts receivable (3,082,589 ) Prepaid expenses and other current assets (492,404 ) Fixed assets (1,051,934 ) Accounts payable, accrued expenses and other liabilities 1,935,533 Goodwill $ 10,174,872 Genius Group Ltd.’s Acquisition of Revealed Films On October 4, 2022, Genius Group Ltd acquired 100 20,380,397 1,353,966 7 1 2 10,380,397 2 The Company has agreed to pay top up consideration of 1.5X the difference between the revenue in 2023, 2024 and 2025 if the revenue growth is higher than $7 million and a profit of at least 7%. The revenue growth is calculated as revenue during the year minus $7 million or previous year’s revenue if the target was met. Below is a summary of the preliminary allocation of the purchase consideration to the fair value of the assets and liabilities associated with Revealed Films at acquisition. SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 7,000,000 Cash 1,000,000 Deferred payment 2,000,000 Top-up share options 10,380,397 Total purchase price 20,380,397 Less: acquired cash (145,532 ) Purchase price, net of acquired cash 20,234,865 Accounts receivable (152,920 ) Prepaid expenses and other current assets (745,521 ) Goodwill (1,008,694 ) Intangible assets (8,884,000 ) Accounts payable, accrued expenses and other liabilities 1,660,727 Deferred tax liability 2,202,088 Goodwill $ 13,306,545 The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Customer relationship 8,884,000 |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
OTHER RECEIVABLES | NOTE 5 — OTHER RECEIVABLES SCHEDULE OF OTHER RECEIVABLES As of December 31, 2022 2021 Other receivables (Short term) GST receivable $ 64,254 $ — Due from utility companies 45,570 $ — Other 10,480 66,000 Other receivables (short term) $ 120,304 $ 66,000 Other receivables (Long term) PJ Finn $ 718,198 $ — Richard Evans 14,518 — Other Receivables (long term) $ 732,716 $ — Total Other Receivables $ 853,020 $ 66,000 |
DUE FROM RELATED PARTY
DUE FROM RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Due From Related Party | |
DUE FROM RELATED PARTY | NOTE 6 — DUE FROM RELATED PARTY Due from related parties as of December 31, 2022 and 2021 represents amounts receivable from related entities of the Company. The receivables are unsecured, bear no interest and are due on demand. The due from related parties (Long term) are recoverable within average life of three years. SCHEDULE OF DUE FROM RELATED PARTIES 2022 2021 As of December 31, 2022 2021 Due from related parties (Short term) Accounts Receivable – Shareholders $ 60,280 $ 20,550 Due from MSJ Foundation 102,356 — Others 188,721 23,695 Total due from related parties (short term) $ 351,357 $ 44,245 Due from related parties (Long term) BMV Finance $ 1,973,144 $ — Simon Zutshi 1,268,094 — BG3 Ltd. 703,743 — Zutshi LLP 380,121 — Vision1 Investments 279,845 — Crowd Property 260,124 — Throckley 208,998 — Others 98,187 — Property Mastermind International 116,008 — Total due from related parties (long term) $ 5,288,264 $ — Due from related parties $ 5,639,621 $ 44,245 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORIES | NOTE 7 — INVENTORIES As of December 31, 2022, and 2021 inventories consist of: SCHEDULE OF INVENTORIES 2022 2021 As of December 31, 2022 2021 Movie production costs $ 648,337 $ — Books and periodicals 258,497 — Food and beverage 48,677 38,500 Merchandise 45,350 51,777 Consumables 1,116 2,253 Total inventories $ 1,001,977 $ 92,530 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 8 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2022, and 2021, prepaid expenses and other current assets consist of: SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 As of December 31, 2022 2021 Prepaid expenses $ 798,140 $ 3,349,990 Deposits 165,868 59,925 Other current assets 126,779 80,531 Total $ 1,090,787 $ 3,490,446 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | NOTE 9 — PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2022, and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 Accumulated Carrying Accumulated Carrying Cost Depreciation Impairment Value Cost Depreciation Value Land $ 1,486,718 $ — $ (1,486,718 ) $ — $ 1,486,718 $ — $ 1,486,718 Buildings 4,541,374 (1,289,314 ) (3,252,060 ) — 4,401,241 (989,085 ) 3,412,156 Leasehold property 5,136,738 (2,999,931 ) (2,134,654 ) 2,153 4,261,623 (2,770,810 ) 1,490,813 Plant and machinery 147,887 (92,197 ) (55,690 ) — 136,692 (87,050 ) 49,642 Furniture and fixtures 647,046 (385,473 ) (108,736 ) 152,837 537,964 (330,476 ) 207,488 Motor vehicles 384,643 (319,993 ) (12,808 ) 51,842 320,103 (281,587 ) 38,516 Office equipment 99,739 (29,726 ) (7,975 ) 62,038 26,287 (19,528 ) 6,759 IT equipment 142,100 (113,795 ) (3,589 ) 24,716 113,790 (88,274 ) 25,516 Computer equipment 53,661 (14,780 ) — 38,881 4,456 (4,456 ) — Programs and textbooks 16,594 — — 16,594 — — — Spa equipment, curtains, crockery, glassware, and linen 487,980 (228,636 ) (45,274 ) 214,070 255,434 (196,926 ) 58,508 $ 13,144,480 $ (5,473,845 ) $ (7,107,504 ) $ 563,131 $ 11,544,308 $ (4,768,192 ) $ 6,776,116 Reconciliation of property and equipment — 2022 SCHEDULE OF RECONCILIATION OF PROPERTY AND EQUIPMENT Opening Balance Additions (Acquisitions) Additions Disposals Translation Depreciation Impairment Closing Balance Land $ 1,486,718 $ — $ — $ — $ — $ — $ (1,486,718 ) $ — Buildings 3,412,156 147,296 — — (7,164 ) (300,228 ) (3,252,060 ) — Leasehold property 1,490,813 798,702 76,873 — (460 ) (229,121 ) (2,134,654 ) 2,153 Plant and machinery 49,642 — 11,195 — — (5,147 ) (55,690 ) — Furniture and fixtures 207,488 16,083 92,849 — 150 (54,997 ) (108,736 ) 152,837 Motor vehicles 38,516 66,244 — (1,163 ) (541 ) (38,406 ) (12,808 ) 51,842 Office equipment 6,759 50,955 22,496 — — (10,197 ) (7,975 ) 62,038 IT equipment 25,516 24,721 — — 3,588 (25,520 ) (3,589 ) 24,716 Computer equipment — 47,071 3,907 — (1,772 ) (10,325 ) — 38,881 Programs and textbooks — 16,594 — — — — — 16,594 Spa equipment, curtains, crockery, 58,508 253,219 15,360 — (36,033 ) (31,710 ) (45,274 ) 214,070 $ 6,776,116 $ 1,420,885 $ 222,680 $ (1,163 ) $ (42,232 ) $ (705,651 ) $ (7,107,504 ) $ 563,131 Reconciliation of property and equipment — 2021 Opening Balance Additions Translation Depreciation Closing Balance Land $ 1,486,718 $ — $ — $ — $ 1,486,718 Buildings 3,950,627 — (215,291 ) (323,180 ) 3,412,156 Leasehold Property 1,655,128 — 9,777 (174,092 ) 1,490,813 Plant & Machinery 84,685 9,981 (37,427 ) (7,597 ) 49,642 Furniture and Fixtures 189,373 65,127 (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 |
RIGHT OF USE ASSET AND LEASE LI
RIGHT OF USE ASSET AND LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
RIGHT OF USE ASSET AND LEASE LIABILITY | NOTE 10 — 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: SCHEDULE OF CARRYING AMOUNTS OF RIGHT-OF-USE ASSETS 2022 2021 As of December 31, 2022 2021 Right of use asset – Buildings $ 2 ,541,123 $ 1,378,312 Right of use asset – Buildings (related party) 11,149,101 - Right of use asset – Leasehold 992,410 992,410 Right of use asset – Office space 58,412 58,412 Foreign currency translation (119,182 ) (117,959 ) Accumulated depreciation of right of use assets (1,723,114 ) (1,233,934 ) Accumulated depreciation of right of use assets (related party) (325,040 ) - Right of use asset $ 12,573,710 $ 1,077,241 During the year ended December 31, 2022, the Company recorded depreciation of right-of-use assets of $ 814,220 507,688 During July 2022, the Company signed two lease agreements for University of Antelope Valley’s buildings with the former owners, a related party, both with 12 11,149,101 Lease liabilities The maturity analysis of lease liabilities is as follows: SCHEDULE OF MATURITY ANALYSIS OF LEASE LIABILITIES As of December 31, 2022 2021 Within one year $ 1,664,966 $ 436,270 Two to five years 6,280,716 298,594 Thereafter 17,871,937 9,007,645 Gross lease liabilities 25,817,619 9,742,509 Less: Finance Charges component (12,832,744 ) (8,411,649 ) Lease liabilities $ 12,984,875 $ 1,330,860 Lease liabilities – Current $ 1,590,538 $ 436,271 Lease liabilities - Non-Current 11,394,337 894,589 Lease liabilities $ 12,984,875 $ 1,330,860 The weighted average discount rate utilized to calculate the present value of the lease liabilities was 7.71 22 years |
INVESTMENTS AT FAIR VALUE
INVESTMENTS AT FAIR VALUE | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS AT FAIR VALUE | NOTE 11 — INVESTMENTS AT FAIR VALUE As of December 31, 2022, and 2021, investments at fair value consist of: SCHEDULE OF INVESTMENT AT FAIR VALUE As of December 31, 2022 2021 Investments in YouGo World $ 28,698 $ 28,698 Others 373 371 Investment at fair value, Total $ 29,071 $ 29,069 On September 11, 2017, the Company entered into an agreement to purchase a 2.5 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL | NOTE 12 — GOODWILL Changes in goodwill are as follows during the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN GOODWILL Balance as of December 31, 2020 $ 1,209,953 Additions - Foreign currency translation 110,147 Balance as of December 31, 2021 1,320,100 Less: Foreign currency translation (113,150 ) Additions - Goodwill on new acquisitions 50,399,733 Less: Impairment (20,053,893 ) Less: Goodwill tax adjustment 136,097 $ 31,688,887 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. Based on the discounted cash flows of the cash generating units, the Company wrote off $ 20.1 5.8 10.4 2.3 1.6 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS | NOTE 13 — INTANGIBLE ASSETS The Company’s intangible assets consist of costs incurred in connection with the development of the Company’s digital education software platform, the acquisition of customer relationships and trademarks. A reconciliation of intangible assets for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF RECONCILIATION OF INTANGIBLE ASSETS Balance as Software Acquisition of Amortization Impairment Foreign Balance as GeniusU software platform $ 2,811,496 $ 743,995 $ — $ — $ (1,084,613 ) $ — $ 2,470,878 Trade names, trademarks and domain names 13,234 — 6,919,356 — — 355 6,932,945 Customer Relationship — 8,964,000 (321,832 ) — 8,642,168 Accumulated amortization (1,429,761 ) — — (508,937 ) — — (1,938,698 ) Net carrying value $ 1,394,969 $ 743,995 $ 15,883,356 $ (830,769 ) $ (1,084,613 ) $ 355 $ 16,107,293 Balance as 31, Software Acquisition of Amortization Foreign Balance as GeniusU software platform 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 During the years ended December 31, 2022 and 2021, the Company recorded amortization of intangible assets in the amount of $ 830,769 424,080 1.1 Annual estimated total amortization expense is $ 1.5 1.42 1.33 12.93 |
DEFERRED TAX ASSETS AND LIABILI
DEFERRED TAX ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
DEFERRED TAX ASSETS AND LIABILITIES | NOTE 14 — DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets and (liabilities) as of December 31, 2022 and 2021 and the related activity for the years ended December 31, 2022 and 2021 are as follows: SUMMARY OF DEFERRED TAX ASSETS AND LIABILITIES Balance as of Recognized in Recognized in Balance as of Non-current assets: Intangible Assets $ — $ (4,425,990 ) $ 524,565 $ (3,901,425 ) Property, plant, and equipment (883,075 ) (341,825 ) 1,137,205 (87,695 ) Other — — (2,240 ) (2,240 ) (883,075 ) (4,767,815 ) 1,659,530 (3,991,360 ) Current assets: Receivables — — — — Prepaid expenses (17,195 ) — 17,195 — Other (Section 24C allowance) 50,019 799,647 (715,276 ) 134,390 32,824 799,647 (698,081 ) 134,390 Current liabilities: Depreciation — — — — Income in Advance 127,129 — 238,248 365,377 Tax Losses — 15,995 84,469 100,464 Net deferred tax assets and (liabilities) $ (723,122 ) $ (3,952,173 ) $ 1,284,166 $ (3,391,129 ) Balance as of Recognized in Recognized in Balance as of 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 ) Unused tax losses for which no deferred tax assets have been recognized as of December 31, 2022 and 2021 are as follows: SUMMARY OF UNUSED TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS HAVE BEEN RECOGNIZED As of December 31, 2022 2021 Unused tax losses for which no deferred tax assets has been recognized $ (29,195,914 ) $ (9,982,291 ) Potential tax benefit of such unused tax losses at applicable statutory tax rates $ (6,338,526 ) $ (2,050,255 ) Unused tax losses $ (6,338,526 ) $ (2,050,255 ) Management has evaluated and concluded that there were no No tax audits were commenced or were in process during the years ended December 31, 2022 and 2021 and no The following jurisdictions and tax years are open to audit: SUMMARY OF JURISDICTIONS AND TAX YEARS Jurisdiction Open Tax Years Indonesia 2018 2022 New Zealand 2019 2022 Singapore 2019 2022 South Africa 2018 2022 United Kingdom 2021 United States 2020 2022 |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
OTHER NON-CURRENT ASSETS | NOTE 15 — OTHER NON-CURRENT ASSETS As of December 31, 2022 and 2021, other non-current assets were $ 26,108 501,750 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 16 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2022 and 2021, accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2022 2021 Accrued expenses $ 1,539,791 $ 390,138 Sundry payables 1,007,222 165,307 North West Parks Board 955,591 1,177,050 VAT 184,977 48,493 Other taxation payable 121,959 33,314 Derivative liability — 250,000 Total $ 3,809,540 $ 2,064,302 The North West Parks Board accrual represents the amounts owed related to the Company’s Tau Game Lodge. The amount owed is related to turnover fees, concession fees and interest payable. |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
DEFERRED REVENUE | NOTE 17 — DEFERRED REVENUE As of December 31, 2022 and 2021, deferred revenue consists of: SUMMARY OF DEFERRED REVENUE As of December 31, 2022 2021 Educational revenue paid in advance $ 5,594,979 $ 1,630,723 Other prepaid income 583,797 638,473 Advance bookings for lodges 213,217 292,716 Total $ 6,391,993 $ 2,561,912 A reconciliation of deferred revenue for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF RECONCILIATION OF DEFERRED REVENUE 2022 2021 As of December 31, 2022 2021 Deferred revenue, beginning balance $ 2,561,912 $ 1,546,712 Addition 6,180,022 1,773,994 Revenue earned (2,349,941 ) (758,794 ) Deferred revenue, ending balance $ 6,391,993 $ 2,561,912 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
LOANS PAYABLE | NOTE 18 — LOANS PAYABLE As of December 31, 2022 and 2021, loans payable consisted of: SUMMARY OF LOANS PAYABLE As of December 31, 2022 2021 Loans payable – current portion $ 334,391 $ 65,415 Loans payable – non-current portion 428,025 85,858 Total $ 762,416 $ 151,273 In September of 2019, the Company obtained lines of credit in the aggregate amount of S$ 400,000 296,912 100,000 74,228 36 8 0.88 6.88 300,000 222,684 60 6.25 98,589 72,492 91,063 67,220 Education Angels has obtained line of credit for working capital requirement in 2020, 2021 and 2022. The loans are secured by the guarantees of the Director and do not have covenant clauses. The outstanding principal as of December 31, 2022 is as follows: SCHEDULE OF LINE OF CREDIT FOR WORKING CAPITAL REQUIREMENT Loan Type Start Date Loan Amount Tenure Interest Rate Outstanding as IRD Loan 2020 $ 20,063 60 3.25 % $ 16,900 Juke NWN765 2021 $ 19,679 36 1.30 % $ 12,254 Qashqai NWN767 2021 $ 22,258 36 1.20 % $ 13,886 Qashqai NWN766 2022 $ 22,258 36 1.20 % $ 14,475 Mastermind Principles and Property Investors Network has obtained line of credit for the working capital requirement in 2020 and 2022. The loans are secured by the guarantees of the Director and do not have covenant clauses. The outstanding principal amount as of December 31, 2022 is as follows – Loan Type Start Date Loan Amount Tenure Interest Rate Outstanding Lloyds CBIL (MPL) 2020 $ 239,540 60 2.80 % $ 167,678 Funding Circle Loan (MPL) 2022 $ 380,804 48 9.30 % $ 305,787 The Funding Circle (PIN) 2022 $ 116,054 48 9.30 % $ 93,193 Lloyds Bounceback Loan 2022 $ 51,378 72 2.50 % $ 41,335 Annual estimated total principal repayments are $ 361,019 237,970 146,893 8,267 8,267 |
LOANS PAYABLE _ RELATED PARTIES
LOANS PAYABLE — RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable Related Parties | |
LOANS PAYABLE — RELATED PARTIES | NOTE 19 — LOANS PAYABLE — RELATED PARTIES Loans from related parties as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF LOANS FROM RELATED PARTIES As of December 31, 2022 2021 Loan payable to related parties for the acquisition of Wealth Dynamics Current portion $ — $ 425,551 Non-current portion. — — Subtotal — 425,551 Other loans payable to related parties, current 2,932,090 — Other loans payable to related parties, non-current 1,729 — Total loans payable to related parties $ 2,933,819 $ 425,551 The loan payable to related party for the acquisition of Revealed Films is non-interest bearing with $ 2,000,000 The loan payable to related party for the acquisition of E-Squared Education Enterprises Pty Ltd is non-interest bearing with ZAR 3,600,000 299,231 The loan payable to the pre-acquisition owners of Revealed Films of $ 500,000 250,000 250,000 The loan payable to related parties for the acquisition of Entrepreneurs Institute is non-interest bearing, with $ 400,000 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 2022 was $ 325,243 319,464 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 2022 was $ 209,322 162,930 Unpaid fees are recorded as a related party loan payable and is not-interest bearing. |
CONVERTIBLE DEBT OBLIGATIONS
CONVERTIBLE DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debt Obligations | |
CONVERTIBLE DEBT OBLIGATIONS | NOTE 20 — CONVERTIBLE DEBT OBLIGATIONS As of December 31, 2022 and 2021, the Company’s convertible obligations consisted of the following: SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS 2022 2021 As of December 31, 2022 2021 Convertible debt obligations, beg, gross $ 1,274,010 $ 1,531,639 Addition 9,599,390 — Converted to equity (459,370 ) (257,629 ) Converted to short term debt (539,245 ) — Repayment (509,311 ) — Deferred debt discount and Cost of Fund Raise (1,389,623 ) — Convertible debt obligations, end, net $ 7,975,851 $ 1,274,010 Convertible debt obligations, current portion $ 5,752,328 $ 507,765 Convertible debt obligations, non-current portion $ 2,223,523 $ 766,245 During the year ended 2019, Entrepreneur Resorts issued 36-month convertible loans in the principal amount of $ 2,256,178 10% 12% During the year ended December 31, 2020, Genius Group Ltd issued 36-month convertible loans in the principal amount of $ 1,819,145 10% 12 36,383 During the year ended 2022, Genius Group Ltd entered into a Securities Purchase Agreement to issue convertible loan in the principal amount of $ 18,130,000 17,000,000 5.17 During the year ended December 31, 2022, the company and holder of 2019 Convertible Notes in the aggregate amount of $ 503,311 4,454 18 743 nil 207,765 During the year ended December 31, 2022, the company and holder of 2020 Convertible Notes in the agreement amount of $ 6,000 221,000 3,764 37,463 539,245 766,245 During the year ended December 31, 2022, the company and holder of 2022 Convertible Note converted aggregate amount of $ 707,306 235,146 1,515,891 7,975,851 0 During the year ended December 31, 2021, the Company, and holders of 2020 Convertible Notes in the aggregate principal amount of $ 161,500 6,170 13,306 10 15 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 21 — DERIVATIVE LIABILITIES Derivative liabilities as of December 31, 2022 consist of the following: SCHEDULE OF DERIVATIVE LIABILITIES As of Options $ 24 ,041,198 Contingent consideration 12,447,396 Derivative liabilities $ 36,488,594 To account for the Options and Top Up Consideration for the acquisitions the Company used the following income approach valuation methods: Top Up Consideration (excluding Revealed Films) and Call Option: The fair values of each was determined utilizing monte carlo simulations to simulate the potential payoffs. A monte carlo simulation is a problem solving technique used to approximate the probability of certain outcomes by running multiple trial runs, called simulations, using random variables. Put Option: The fair value of the put option was determined using a closed-form option pricing model commonly referred to as the Black-Scholes option pricing model. Revealed Films Top Up Consideration: The fair value was determined utilizing a present value technique involving a discounted cash flow analysis. The Company utilized an independent third-party to determine the fair value of the fair value of the contingent earn outs and the fair value of options. A reconciliation of derivative liabilities for the year ended December 31, 2022 is as follows: Options SCHEDULE OF DERIVATIVE LIABILITIES OPTIONS EXPLANATORY Acquisition Value Adjustments Closing Value PIN $ 10,100,000 $ 12,250,000 $ 22,350,000 ESQ 451,000 1,240,198 1,691,198 $ 10,551,000 $ 13,490,198 $ 24,041,198 The company has recorded the derivative liability for issuance of options as follows: The company has issued a call option to the seller of Property Investors Network which allows the seller to exercise the call option to repurchase the company from the buyer, if the value of Company’s shares held by the seller is below GBP 10.2 3 The company has also issued a put option to the seller of E-Squared Enterprises Ltd which allows the seller to exercise the put option in return for the cash consideration, if the Company’s shares trade below $5.81 ($34.87 pre-split) at the agreed value of $1,907,598 at any given point of time from the date of commencement to two years. The change in the fair value of the put option is recorded as a gain or loss to revaluation adjustment of contingent liabilities on the Statement of Operations and Comprehensive Loss during the year 2022. Contingent Consideration SCHEDULE OF CONTINGENT CONSIDERATION EXPLANATORY Acquisition Value Adjustments Closing Value RF $ 10,380,396 $ - $ 10,380,396 UAV 1,017,000 191,000 1,208,000 PIN 701,000 158,000 859,000 $ 12,098,396 $ 349,000 $ 12,447,396 The company has recorded contingent consideration related to the acquisition companies. The company has agreed to pay the additional consideration to the seller of each companies listed on the table above upon achieving the pre-agreed milestones. The change in the fair value of contingent consideration is recorded as gain or loss to revaluation adjustment of contingent liabilities on the Statement of Operations and Comprehensive Loss during the year 2022. The details of each contingent considerations are as follows: Revealed Films – The company has agreed to pay top up consideration of 1.5X the difference between the revenue in 2023, 2024 and 2025 if the revenue growth is higher than $7 million and a profit of at least 7%. The revenue growth is calculated as revenue during the year minus $7 million or previous year’s revenue if the target was met. The consideration will be paid by issuing Company shares in the assigned ratio for each of the sellers. University of Antelope Valley – The company has agreed to the seller of UAV if the amount of UAV’s total revenue in 2022, 2023 and 2024 is an increase over $9 million during each of the year or subsequent year’s total revenue, then the purchaser shall pay an additional cash of an amount equal to the total revenue minus $9 million or previous year’s revenue multiplied by two. The consideration is payable in cash. Property Investors Network – The company has agreed to pay the top up consideration if the 2x revenue or 10x EBITDA in 2022, 2023 or 2024 exceeds the purchase price or the previous year’s consideration; the difference between the value will be paid in additional consideration by 90% in shares and 10% in cash. E-Squared Enterprises – The company has agreed to pay top up consideration for the year 2022 and 2023 for the positive difference between 2x annual revenue or 10x EBITDA for the financial year minus the hurdle amount which is the revenue or EBITDA for the previous year. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity | |
EQUITY | NOTE 22 — EQUITY Contributed Capital Equity Issued During the years ended December 31, 2022 and 2021, the Company issued ordinary shares for net cash proceeds of $ 15,473,334 3,127,442 During the year ended December 31, 2022, the Company issued the company ordinary shares with a gross value of $ 22,581,816 15,202,858 270,476 2,655,739 3,308,617 During the year ended December 31, 2022, Genius Group Ltd entered into a Securities Purchase Agreement to issue convertible loan in the principal amount of $ 18,130,000 17,000,000 6,893,064 During the year ended December 31, 2022, the Company issued Genius Group Ltd ordinary shares with a value of $ 35,098,001 See below for discussions regarding additional equity issuances. Shares Issued Related to Debt Conversions During the year December 31, 2022, convertible debt obligations consisting of $ 936,543 177,689 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. The Company also granted a put option over shares issued in satisfaction of this liability and reported a liability of $ 250,000 350,000 250,000 in cash. Stock-Based Compensation During the year ended December 31, 2022 and 2021, the Company granted 560,188 and 14,306 . The fair value of the options granted in 2022 was $ 2,189,351 and 2021 was $ 181,559 2,600,000 is being expensed over the applicable vesting period. The Company values stock options using the Black-Scholes option pricing model and used the following assumptions during the reporting periods: SCHEDULE OF STOCK OPTIONS USING THE BLACK-SCHOLES OPTION PRICING MODEL AND USED THE ASSUMPTIONS 2022 2021 Years Ended 2022 2021 Risk-free interest rate 4.41 % 0.73 % Contractual term (years) 1 3 1 3 Expected volatility 177.30 % 66.00 % Expected dividends 0.00 % 0.00 % A summary of the option activity during the year ended December 31, 2022 was as follows: SUMMARY OF OPTION ACTIVITY No of Options Weighted Average Share Price Weighted Average Remaining Life Aggregate Intrinsic Value Outstanding as of January 1, 2022 539,760 $ 4.74 1 $ 0 Granted 560,188 4.22 3 0 Exercised (73,428 ) 5.81 - 0 Outstanding as of December 31, 2022 1,026,520 $ 4.38 2 $ 0 SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING Options Outstanding Options Exercisable Year Exercise Price Outstanding Number of Options Underlying Common Stock Weighted Average Remaining Life in Years Exercisable Number of Warrants 2019 Share Option $ 3.56 257,478 GNS 1 $ 257,478 2020 Share Option 5.81 74,640 GNS 1 74,640 2021 Share Options 5.81 134,214 GNS 3 134,214 2022 Employee Grants (Options) 4.22 560,188 GNS 3 0 $ 4.38 1,026,520 2 $ 466,332 The Company recorded stock-based compensation in the amount of $ 1,308,784 293,837 3,975,722 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
REVENUES | NOTE 23 — REVENUES The breakdown of revenues for the years ended December 31, 2022 and 2021 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. SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 As restated Years Ended December 31, 2022 2021 As restated Campus Revenue – Sale of goods $ 2,527,590 $ 3,102,210 – Rendering of services 2,110,531 — Campus sub-total 4,638,121 3,102,210 Education Revenue – Digital 8,011,319 5,192,594 – In-Person 5,544,176 — Education sub-total 13,555,495 5,192,594 Total Revenue $ 18,193,616 $ 8,294,804 |
OTHER OPERATING INCOME
OTHER OPERATING INCOME | 12 Months Ended |
Dec. 31, 2022 | |
OTHER OPERATING INCOME | NOTE 24 — OTHER OPERATING INCOME For the years ended December 31, 2022 and 2021, other operating income consists of: SCHEDULE OF OTHER OPERATING INCOME 2022 2021 Years Ended December 31, 2022 2021 Other income $ 144,396 $ — Subsidy from government — 490,300 Other operating income $ 144,396 $ 490,300 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 25 — GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the years ended December 31, 2022 and 2021 include the following: SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Years Ended December 31, 2022 2021 Salaries, wages, bonuses, and other benefits $ 8,909,585 $ 4,197,397 Professional and consulting fees 2,284,436 660,117 Marketing 1,917,377 73,277 Other 1,559,593 1,151,991 Provision for doubtful debts 1,509,484 (39,108 ) Stock-based compensation 1,308,784 293,837 Utilities 952,056 142,019 Travel 851,139 13,356 Development charges 847,068 456,180 Rent expense 351,730 250,994 Repairs and maintenance 304,938 11,144 Athletic program expenses 277,604 — Total general and administrative expenses $ 21,073,794 $ 7,211,204 |
INTEREST EXPENSE, NET
INTEREST EXPENSE, NET | 12 Months Ended |
Dec. 31, 2022 | |
INTEREST EXPENSE, NET | NOTE 26 — INTEREST EXPENSE, NET For the years ended December 31, 2022 and 2021, the Company earned interest income and incurred interest expense as follows: SCHEDULE OF COMPANY EARNED INTEREST INCOME AND INCURRED INTEREST EXPENSE 2022 2021 Years Ended December 31, 2022 2021 Interest (expense) income Bank and other cash $ 26,380 $ (74,081 ) Total interest (expense) income 26,380 (74,081 ) Interest expense/finance costs Lease liabilities (491,336 ) (131,291 ) Other interest paid – loans (847,520 ) ( 103,357 ) Amortization of debt discount — ( 140,837 ) Total interest expense/ finance costs (1,338,856 (375,485 ) Total interest (expense), net $ (1,312,476 ) $ ( 449,566 ) |
INCOME TAX EXPENSE
INCOME TAX EXPENSE | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX EXPENSE | NOTE 27 — INCOME TAX EXPENSE The Company is subject to income taxes in the countries of Indonesia, Singapore, New Zealand, United States, United Kingdom and South Africa. The provision for income taxes consists of the following provisions (benefits): SCHEDULE OF PROVISION FOR INCOME TAXES PROVISIONS (BENEFITS) 2022 2021 Years ended December 31, 2022 2021 Current tax: Current tax on profits for the year $ 220,570 $ — Total Current tax 220,570 — Deferred income tax: (Increase) decrease in deferred tax assets 29,240 (29,230 ) Decrease in deferred tax liabilities (1,313,406 ) (99,622 ) Deferred income tax (1,284,166 ) (128,852 ) (Benefit from) Provision for income taxes $ (1,063,596 ) $ (128,852 ) The provision for income taxes by country consists of the following provisions (benefits): INDONESIA NEW ZEALAND SINGAPORE SOUTH AFRICA UK USA CONSOLIDATED Current Expense Foreign $ (29,039 ) $ 6,050 $ - $ 46,129 $ 197,430 $ - $ 220,570 Total Current Tax Expense (29,039 ) 6,050 - 46,129 197,430 - 220,570 Deferred Expense Federal - - - - - (124,478 ) (124,478 ) State - - - - - (24,010 ) (24,010 ) Foreign (145,289 ) (54,100 ) 29,503 (607,462 ) (358,330 ) - (1,135,678 ) Total Deferred Tax Expense (145,289 ) (54,100 ) 29,503 (607,462 ) (358,330 ) (148,488 ) (1,284,166 ) (Benefit from) Provision for Income Taxes $ (174,328 ) $ (48,050 ) $ 29,503 $ (561,333 ) $ (160,900 ) $ (148,488 ) $ (1,063,596 ) The reconciliation of income taxes at the statutory rate of Singapore to the effective tax rates for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAXES AT THE STATUTORY RATE 2022 2021 Years ended December 31, 2022 2021 Loss from continuing operations before provision for income taxes $ (56,315,143 ) $ (4,618,050 ) Tax at the Singapore rate of 17 (9,573,574 ) (785,069 ) Reconciling items: Permanent differences 5,867,054 31,272 Current period net operating losses not recognised as a deferred tax asset 3,019,483 743,997 Rate differential – non-Singapore entities (736,092 ) (55,045 ) Other deferred tax activity 359,533 (64,007 ) (Benefit from) Provision for income taxes $ (1,063,596 ) $ (128,852 ) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | NOTE 28 — EARNINGS PER SHARE SUMMARY OF EARNINGS PER SHARE 2022 2021 Years ended December 31, 2022 2021 Loss per share, basic and diluted $ (2.44 ) $ (0.28 ) The calculation of basic and diluted loss per share has been based on the following loss attributable to ordinary shareholders and the weighted average number of ordinary shares Net Loss $ (55,251,547 ) $ (4,489,198 ) Non-Controlling Interest (206,021 ) (173,959 ) Loss Attributed to Ordinary Shareholders $ (55,045,526 ) $ (4,315,239 ) Weighted Average Number of Ordinary Shares Issued at the beginning of the year 16,155,812 16,155,812 Issued in current Year 11,549,415 — Issued at the end of the year 27,705,227 16,155,812 Weighted Average 22,634,366 16,155,812 Diluted earnings (loss) per share: There are no dilutive instruments and therefore diluted earnings 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 and RSUs 1,511,664 7,138,140 |
FAIR VALUE INFORMATION
FAIR VALUE INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE INFORMATION | 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. As of December 31, 2022 and 2021, the Company’s financial assets and liabilities by level within the fair value hierarchy are as follows: SUMMARY OF FINANCIAL ASSETS AND LIABILITIES BY LEVEL WITHIN THE FAIR VALUE HIERARCHY Level 1 Level 2 Level 3 Total As of December 31, 2022 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Cash and Restricted Cash $ 16,829,385 $ — $ — $ 16,829,385 FINANCIAL LIABILITIES Contingent liabilities — — 36,488,594 36,488,594 Level 1 Level 2 Level 3 Total As of December 31, 2021 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Cash $ 1,784,938 $ — $ — $ 1,784,938 Financial assets at amortized cost — — 44,245 44,245 Financial assets at fair value through profit or loss — — 29,069 29,069 Financial liabilities at amortized cost — — 1,274,010 1,274,010 |
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
FINANCIAL RISK MANAGEMENT | 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. 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. 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 has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTIES | NOTE 31 — RELATED PARTIES Relationships Name of related party Board members and key management Roger James Hamilton Sandra Lee Morrell Michelle Clarke Suraj Naik Patrick Grove Nic Lim Anna Gong Richard Berman Timothy Murphy Erez Simha Ravinder Karwal Simon Zutshi Lilian Niemann Angela Stead Jeff Hays Patrick Gentempo Related entity GeniusU Web Services Pvt Ltd Entrepreneur Institute Australia Pty Ltd Health 360 Pte Ltd The Genius Movement Pte Ltd World Game Pte Ltd Health Dynamics Wealth Dynamics America BG2 Ltd BG3 Ltd BG4 Ltd BMV Finance Crowd Property Hatfield House Property Mastermind International Zutshi LLP Vision 1 Investments Throckley MSJ Foundation See Note 19 — Loans Payable, Related Parties for information on related party balances. |
KEY MANAGEMENT COMPENSATION
KEY MANAGEMENT COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
KEY MANAGEMENT COMPENSATION | NOTE 32 — KEY MANAGEMENT COMPENSATION The following tables set forth information regarding compensation awarded to or earned by our Executive Officers and Board of Directors during the years ended December 31, 2022 and 2021: SUMMARY OF COMPENSATION AWARDED TO OR EARNED BY OUR EXECUTIVE OFFICERS AND BOARD OF DIRECTORS 2022 2021 Salary Stock Based Total Salary Stock Based Total Key management compensation $ 1,184,506 $ 553,987 $ 1,738,493 $ 975,110 $ 43,640 $ 1,018,750 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT REPORTING | 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: SUMMARY OF DETAILED SEGMENT INFORMATION Education Campus Total Education Campus Total For the Years Ended December 31 2022 2021 Education Campus Total Education Campus Total Revenues $ 13,555,495 $ 4,638,121 $ 18,193,616 $ 5,192,594 $ 3,102,210 $ 8,294,804 Depreciation and amortization (1) (2) $ 1,245,215 $ 1,105,425 $ 2,350,640 $ 426,740 $ 1,148,173 $ 1,574,913 Depreciation and amortization(1) (2) $ 1,245,215 $ 1,105,425 $ 2,350,640 $ 426,740 $ 1,148,173 $ 1,574,913 Loss from operations $ (31,836,870 ) $ (9,746,037 ) $ (41,582,907 ) $ (2,153,975 ) $ (2,014,509 ) $ (4,168,484 ) Net Loss $ (45,358,626 ) $ (9,892,921 ) $ (55,251,547 ) $ (2,252,795 ) $ (2,365,255 ) $ (4,618,050 ) Interest Expense, net $ (943,916 ) $ (368,560 ) $ (1,312,476 ) $ (98,819 ) $ (350,747 ) $ (449,566 ) Capital Expenditures $ — $ — $ — $ — $ — $ — Property and equipment, net $ 563,131 $ — $ 563,131 $ 15,442 $ 6,760,674 $ 6,776,116 Total Assets $ 88,120,390 $ 3,139,237 $ 91,259,627 $ 5,122,967 $ 12,472,440 $ 17,595,407 Total Liabilities $ 71,656,141 $ 5,648,650 $ 77,304,791 $ 3,589,315 $ 6,020,096 $ 9,609,411 (1) Consists of $ 577,998 426,740 667,217 0 (2) Consists of $ 590,228 1,109,309 515,197 38,864 A summary of non-current assets (other than financial instruments) by geographic location appears below: SUMMARY OF REVENUE AND NON-CURRENT ASSETS BY GEOGRAPHIC LOCATION Education Campus Total Education Campus Total For the Years Ended December 31, 2022 2021 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 12,792,087 $ 3,473,507 $ 16,265,594 $ 602 $ 8,476,791 $ 8,477,393 Asia / Pacific 24,799,301 4,112,755 28,912,056 — 2,120,102 2,120,102 North America / South America 21,831,530 — 21,831,530 501,750 — 501,750 Non-current assets $ 59,422,918 $ 7,586,262 $ 67,009,180 $ 502,352 $ 10,596,893 $ 11,099,245 A summary of revenue by geographic location appears below: Education Campus Total Education Campus Total For the Years Ended December 31, 2022 2021 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 3,857,193 $ 2,403,570 $ 6,260,763 $ 1,948,567 $ 1,554,828 $ 3,503,395 Asia / Pacific 2,073,866 2,234,551 4,308,417 1,795,863 1,547,382 3,343,245 North America / South America 7,624,436 - 7,624,436 1,448,164 — 1,448,164 Revenue $ 13,555,495 $ 4,638,121 $ 18,193,616 $ 5,192,594 $ 3,102,210 $ 8,294,804 |
EVENTS AFTER THE REPORTING PERI
EVENTS AFTER THE REPORTING PERIOD | 12 Months Ended |
Dec. 31, 2022 | |
EVENTS AFTER THE REPORTING PERIOD | NOTE 34 — EVENTS AFTER THE REPORTING PERIOD Convertible Debt Obligations Subsequent to December 31, 2022 and prior to the issuance of these financial statements, convertible debt obligations consisting of $ 5.9 17.3 ● The Company will make the remainder of monthly payments it owes on the $ 18.0 ● The Company will deliver to Ayrton Capital, 13.0 ● Ayrton Capital released the remaining restricted cash held in deposit to the Company during April 2023. Entrepreneur Resorts Ltd Proposed Spinoff Subsequent to December 31, 2022, and prior to the issuance of these financial statements, shareholders have passed the resolution to authorize the spinoff of its subsidiary Entrepreneur Resorts Ltd (ERL) and adoption of new Company constitution. ERL is a public listed company on the Seychelles MERJ Stock Exchange, with 95 Shareholders Resolution for Share Consolidation and Share Buyback Subsequent to December 31, 2022, and prior to the issuance of these financial statements, shareholders have passed the resolution to authorize board to execute a share repurchase mandate and to execute a share consolidation as they deem fit. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 United States dollars. |
Going Concern | Going Concern Pursuant to IAS 1, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Based on the definitions in the relevant accounting standards, and due to recent changes in the Company’s 2022 convertible loan terms in which company elected to pay all future payments in cash, negative cash flows, and continued net losses, management has determined that without additional capital raised, in the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern The Company’s consolidated financial statements as of December 31, 2022 have been prepared on a going concern basis. Although the Company has taken, and plans to continue to take, proactive measures to enhance its liquidity position and provide additional financial flexibility, including discussions with lenders and bankers, there can be no assurance that these measures, including the timing and terms thereof, will be successful or sufficient. |
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 of 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 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 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’s reporting 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. 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. 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. |
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. |
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. |
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. |
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. |
Restricted cash | Restricted cash Restricted cash represents money that is held at a bank account related to the Company’s 2022 convertible debt and is not available to the company for immediate or general business use. All the restricted cash as of December 31, 2022 was available to the Company by April 2023. |
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 is assigned using the first-in, first-out (FIFO) formula. 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. |
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. 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: SCHEDULE OF USEFUL LIVES OF ITEMS OF PROPERTY AND EQUIPMENT Category Depreciation Method Useful Life Buildings Straight line 20 years Machinery Straight line 5 years Furniture and fixtures Straight line 5 years Motor vehicles Straight line 5 years Office equipment Straight line 5 years IT equipment Straight line 3 5 years Computer software Straight line 2 8 years Spa equipment, curtains, crockery, glassware, and linen Straight line 5 years 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. |
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. Refer to Note 4 – Business Combination for additional details on the acquired intangibles. The useful life of intangible assets has been assessed as follows: SCHEDULE OF USEFUL LIFE OF INTANGIBLE ASSETS Category Useful Life Customer relationships 5 Trade names, trademarks, domain names, and licenses Indefinite Internally developed software costs on GU 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 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, which 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 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, considering 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 11, 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 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 | 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 IFRS 16, Leases (“IFRS 16’). 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 10, 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. 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. |
Contributed capital and equity | Contributed capital and equity Contributed capital represents the aggregate shareholder investment in the Company. 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 — 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 and multi-part documentaries This revenue is derived from online workshops, training programs, assessments, courses, accreditations certifications, licenses, and documentaries 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. In person education courses This revenue is derived from classes, 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 or over the course of delivery of the product or services. The company is compensated by way of course fees as displayed at events or online. 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. 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. 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, 2022, the Company had deferred revenue for remaining unsatisfied performance obligations of $ 6,391,993 2,561,912 During the year ended December 31, 2022, the Company recognized revenue of $ 2,349,941 758,794 |
Borrowing costs | 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, New Zealand Dollar) and the functional currency of ERL, UAV and RF 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. |
Restatement of previously issued financial statements | Restatement of previously issued financial statements The Company’s Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2021, has been restated for errors made with regard to revenue recognition and the reporting of gross vs. net revenue. During December, 2022, the Company updated its revenue recognition policy memo and uncovered an error in the implementation of accounting treatment for certain revenue recognition transactions with a third-party sales partner. The Company evaluated the materiality of this inaccurate accounting treatment, considering both quantitative and qualitative factors in accordance with SAB 99. The Company believes a restatement is necessary due to its review of the relevant factors. In accordance with IFRS, the restatement records revenue and expense net for 2021 sales transactions where the Company was not the clear principle in the transaction. As a result, the restatement will decrease revenue by $ 4,483,458 4,483,458 The Company made restatements in the Consolidated Statement of Operations and Comprehensive Income related to revenues and cost of revenue with a third-party sales partner. The changes are in revenue and cost of revenue and have been restated from a gross presentation to a net presentation, please see the table below: SCHEDULE OF RESTATEMENTS IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, 2021 Audited Restatements Restated Revenue $ 12,778,262 $ (4,483,458 ) $ 8,294,804 Cost of Revenue (10,020,804 ) 4,483,458 (5,537,346 ) Gross Profit $ 2,757,458 $ — $ 2,757,458 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF USEFUL LIVES OF ITEMS OF PROPERTY AND EQUIPMENT | The useful lives of items of property and equipment have been assessed as follows: SCHEDULE OF USEFUL LIVES OF ITEMS OF PROPERTY AND EQUIPMENT Category Depreciation Method Useful Life Buildings Straight line 20 years Machinery Straight line 5 years Furniture and fixtures Straight line 5 years Motor vehicles Straight line 5 years Office equipment Straight line 5 years IT equipment Straight line 3 5 years Computer software Straight line 2 8 years Spa equipment, curtains, crockery, glassware, and linen Straight line 5 years |
SCHEDULE OF USEFUL LIFE OF INTANGIBLE ASSETS | The useful life of intangible assets has been assessed as follows: SCHEDULE OF USEFUL LIFE OF INTANGIBLE ASSETS Category Useful Life Customer relationships 5 Trade names, trademarks, domain names, and licenses Indefinite |
SCHEDULE OF RESTATEMENTS IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | The Company made restatements in the Consolidated Statement of Operations and Comprehensive Income related to revenues and cost of revenue with a third-party sales partner. The changes are in revenue and cost of revenue and have been restated from a gross presentation to a net presentation, please see the table below: SCHEDULE OF RESTATEMENTS IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, 2021 Audited Restatements Restated Revenue $ 12,778,262 $ (4,483,458 ) $ 8,294,804 Cost of Revenue (10,020,804 ) 4,483,458 (5,537,346 ) Gross Profit $ 2,757,458 $ — $ 2,757,458 |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS Recently Adopted Accounting Standards Effective for periods 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 The Company’s adoption of the standards above had no material impact on the consolidated financial statements in the year of initial application. Recent Accounting Standards Not Yet Adopted Effective for periods beginning on or after Amendments to IAS 1 Classification of Liabilities as Current or Non-current January 1, 2023 Amendments to IFRS 17 Insurance Contracts January 1, 2023 Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors January 1, 2023 Amendments to IAS 12 Income Taxes January 1, 2023 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED | The useful life of intangible assets has been assessed as follows: SCHEDULE OF USEFUL LIFE OF INTANGIBLE ASSETS Category Useful Life Customer relationships 5 Trade names, trademarks, domain names, and licenses Indefinite |
Education angels [member] | |
IfrsStatementLineItems [Line Items] | |
SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES | SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase Price Value of shares $ 1,918,700 Less: acquired cash (26,940 ) Purchase price, net of acquired cash 1,891,760 Prepaid expenses and other current assets (113,413 ) Fixed assets (69,637 ) Intangible assets (1,640,000 ) Accounts payable, accrued expenses and other liabilities 804,842 Deferred tax liability 549,718 Goodwill $ 1,423,270 |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED | The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Trade names, trademarks, domain names and licenses $ 1,640,000 |
Property investors network [member] | |
IfrsStatementLineItems [Line Items] | |
SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES | SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 17,017,000 Cash 1,837,000 Top-up share options 701,000 Call / Put option 10,100,000 Total purchase price 29,655,000 Less: acquired cash (347,952 ) Purchase price, net of acquired cash 29,307,048 Accounts receivable (461,249 ) Prepaid expenses and other current assets (6,111,957 ) Fixed assets (24,994 ) Intangible assets (4,980,000 ) Accounts payable, accrued expenses and other liabilities 2,833,718 Deferred tax liability 1,171,555 Goodwill $ 21,734,121 |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED | The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Trade names, trademarks, domain names and licenses $ 4,900,000 Customer relationship 80,000 Total $ 4,980,000 |
E square [member] | |
IfrsStatementLineItems [Line Items] | |
SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES | SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 2,692,000 Cash 403,000 Deferred payment 299,000 Call / Put option 451,000 Total purchase price 3,845,000 Less: acquired cash (262,518 ) Purchase price, net of acquired cash 3,582,482 Accounts receivable (178,081 ) Prepaid expenses and other current assets (31,242 ) Fixed assets (272,348 ) Intangible assets (100,000 ) Accounts payable, accrued expenses and other liabilities 722,275 Deferred tax liability 37,838 Goodwill $ 3,760,924 |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED | The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Trade names, trademarks, domain names and licenses $ 100,000 Total $ 100,000 |
University of antelope valley [member] | |
IfrsStatementLineItems [Line Items] | |
SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES | SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 6,470,000 Cash 7,000,000 Top-up share options 1,017,000 Total purchase price 14,487,000 Less: acquired cash (1,620,734 ) Purchase price, net of acquired cash 12,866,266 Accounts receivable (3,082,589 ) Prepaid expenses and other current assets (492,404 ) Fixed assets (1,051,934 ) Accounts payable, accrued expenses and other liabilities 1,935,533 Goodwill $ 10,174,872 |
Revealed films [member] | |
IfrsStatementLineItems [Line Items] | |
SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES | SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES Amount Purchase price Value of shares $ 7,000,000 Cash 1,000,000 Deferred payment 2,000,000 Top-up share options 10,380,397 Total purchase price 20,380,397 Less: acquired cash (145,532 ) Purchase price, net of acquired cash 20,234,865 Accounts receivable (152,920 ) Prepaid expenses and other current assets (745,521 ) Goodwill (1,008,694 ) Intangible assets (8,884,000 ) Accounts payable, accrued expenses and other liabilities 1,660,727 Deferred tax liability 2,202,088 Goodwill $ 13,306,545 |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED | The acquired intangible assets are as follows SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED Amount Customer relationship 8,884,000 |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF OTHER RECEIVABLES | SCHEDULE OF OTHER RECEIVABLES As of December 31, 2022 2021 Other receivables (Short term) GST receivable $ 64,254 $ — Due from utility companies 45,570 $ — Other 10,480 66,000 Other receivables (short term) $ 120,304 $ 66,000 Other receivables (Long term) PJ Finn $ 718,198 $ — Richard Evans 14,518 — Other Receivables (long term) $ 732,716 $ — Total Other Receivables $ 853,020 $ 66,000 |
DUE FROM RELATED PARTY (Tables)
DUE FROM RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Due From Related Party | |
SCHEDULE OF DUE FROM RELATED PARTIES | SCHEDULE OF DUE FROM RELATED PARTIES 2022 2021 As of December 31, 2022 2021 Due from related parties (Short term) Accounts Receivable – Shareholders $ 60,280 $ 20,550 Due from MSJ Foundation 102,356 — Others 188,721 23,695 Total due from related parties (short term) $ 351,357 $ 44,245 Due from related parties (Long term) BMV Finance $ 1,973,144 $ — Simon Zutshi 1,268,094 — BG3 Ltd. 703,743 — Zutshi LLP 380,121 — Vision1 Investments 279,845 — Crowd Property 260,124 — Throckley 208,998 — Others 98,187 — Property Mastermind International 116,008 — Total due from related parties (long term) $ 5,288,264 $ — Due from related parties $ 5,639,621 $ 44,245 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF INVENTORIES | SCHEDULE OF INVENTORIES 2022 2021 As of December 31, 2022 2021 Movie production costs $ 648,337 $ — Books and periodicals 258,497 — Food and beverage 48,677 38,500 Merchandise 45,350 51,777 Consumables 1,116 2,253 Total inventories $ 1,001,977 $ 92,530 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | As of December 31, 2022, and 2021, prepaid expenses and other current assets consist of: SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 As of December 31, 2022 2021 Prepaid expenses $ 798,140 $ 3,349,990 Deposits 165,868 59,925 Other current assets 126,779 80,531 Total $ 1,090,787 $ 3,490,446 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following as of December 31, 2022, and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 Accumulated Carrying Accumulated Carrying Cost Depreciation Impairment Value Cost Depreciation Value Land $ 1,486,718 $ — $ (1,486,718 ) $ — $ 1,486,718 $ — $ 1,486,718 Buildings 4,541,374 (1,289,314 ) (3,252,060 ) — 4,401,241 (989,085 ) 3,412,156 Leasehold property 5,136,738 (2,999,931 ) (2,134,654 ) 2,153 4,261,623 (2,770,810 ) 1,490,813 Plant and machinery 147,887 (92,197 ) (55,690 ) — 136,692 (87,050 ) 49,642 Furniture and fixtures 647,046 (385,473 ) (108,736 ) 152,837 537,964 (330,476 ) 207,488 Motor vehicles 384,643 (319,993 ) (12,808 ) 51,842 320,103 (281,587 ) 38,516 Office equipment 99,739 (29,726 ) (7,975 ) 62,038 26,287 (19,528 ) 6,759 IT equipment 142,100 (113,795 ) (3,589 ) 24,716 113,790 (88,274 ) 25,516 Computer equipment 53,661 (14,780 ) — 38,881 4,456 (4,456 ) — Programs and textbooks 16,594 — — 16,594 — — — Spa equipment, curtains, crockery, glassware, and linen 487,980 (228,636 ) (45,274 ) 214,070 255,434 (196,926 ) 58,508 $ 13,144,480 $ (5,473,845 ) $ (7,107,504 ) $ 563,131 $ 11,544,308 $ (4,768,192 ) $ 6,776,116 |
SCHEDULE OF RECONCILIATION OF PROPERTY AND EQUIPMENT | Reconciliation of property and equipment — 2022 SCHEDULE OF RECONCILIATION OF PROPERTY AND EQUIPMENT Opening Balance Additions (Acquisitions) Additions Disposals Translation Depreciation Impairment Closing Balance Land $ 1,486,718 $ — $ — $ — $ — $ — $ (1,486,718 ) $ — Buildings 3,412,156 147,296 — — (7,164 ) (300,228 ) (3,252,060 ) — Leasehold property 1,490,813 798,702 76,873 — (460 ) (229,121 ) (2,134,654 ) 2,153 Plant and machinery 49,642 — 11,195 — — (5,147 ) (55,690 ) — Furniture and fixtures 207,488 16,083 92,849 — 150 (54,997 ) (108,736 ) 152,837 Motor vehicles 38,516 66,244 — (1,163 ) (541 ) (38,406 ) (12,808 ) 51,842 Office equipment 6,759 50,955 22,496 — — (10,197 ) (7,975 ) 62,038 IT equipment 25,516 24,721 — — 3,588 (25,520 ) (3,589 ) 24,716 Computer equipment — 47,071 3,907 — (1,772 ) (10,325 ) — 38,881 Programs and textbooks — 16,594 — — — — — 16,594 Spa equipment, curtains, crockery, 58,508 253,219 15,360 — (36,033 ) (31,710 ) (45,274 ) 214,070 $ 6,776,116 $ 1,420,885 $ 222,680 $ (1,163 ) $ (42,232 ) $ (705,651 ) $ (7,107,504 ) $ 563,131 Reconciliation of property and equipment — 2021 Opening Balance Additions Translation Depreciation Closing Balance Land $ 1,486,718 $ — $ — $ — $ 1,486,718 Buildings 3,950,627 — (215,291 ) (323,180 ) 3,412,156 Leasehold Property 1,655,128 — 9,777 (174,092 ) 1,490,813 Plant & Machinery 84,685 9,981 (37,427 ) (7,597 ) 49,642 Furniture and Fixtures 189,373 65,127 (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 |
RIGHT OF USE ASSET AND LEASE _2
RIGHT OF USE ASSET AND LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF CARRYING AMOUNTS OF RIGHT-OF-USE ASSETS | The carrying amounts of right-of-use assets are as follows: SCHEDULE OF CARRYING AMOUNTS OF RIGHT-OF-USE ASSETS 2022 2021 As of December 31, 2022 2021 Right of use asset – Buildings $ 2 ,541,123 $ 1,378,312 Right of use asset – Buildings (related party) 11,149,101 - Right of use asset – Leasehold 992,410 992,410 Right of use asset – Office space 58,412 58,412 Foreign currency translation (119,182 ) (117,959 ) Accumulated depreciation of right of use assets (1,723,114 ) (1,233,934 ) Accumulated depreciation of right of use assets (related party) (325,040 ) - Right of use asset $ 12,573,710 $ 1,077,241 |
SCHEDULE OF MATURITY ANALYSIS OF LEASE LIABILITIES | The maturity analysis of lease liabilities is as follows: SCHEDULE OF MATURITY ANALYSIS OF LEASE LIABILITIES As of December 31, 2022 2021 Within one year $ 1,664,966 $ 436,270 Two to five years 6,280,716 298,594 Thereafter 17,871,937 9,007,645 Gross lease liabilities 25,817,619 9,742,509 Less: Finance Charges component (12,832,744 ) (8,411,649 ) Lease liabilities $ 12,984,875 $ 1,330,860 Lease liabilities – Current $ 1,590,538 $ 436,271 Lease liabilities - Non-Current 11,394,337 894,589 Lease liabilities $ 12,984,875 $ 1,330,860 |
INVESTMENTS AT FAIR VALUE (Tabl
INVESTMENTS AT FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF INVESTMENT AT FAIR VALUE | As of December 31, 2022, and 2021, investments at fair value consist of: SCHEDULE OF INVESTMENT AT FAIR VALUE As of December 31, 2022 2021 Investments in YouGo World $ 28,698 $ 28,698 Others 373 371 Investment at fair value, Total $ 29,071 $ 29,069 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF CHANGES IN GOODWILL | Changes in goodwill are as follows during the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN GOODWILL Balance as of December 31, 2020 $ 1,209,953 Additions - Foreign currency translation 110,147 Balance as of December 31, 2021 1,320,100 Less: Foreign currency translation (113,150 ) Additions - Goodwill on new acquisitions 50,399,733 Less: Impairment (20,053,893 ) Less: Goodwill tax adjustment 136,097 $ 31,688,887 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF RECONCILIATION OF INTANGIBLE ASSETS | A reconciliation of intangible assets for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF RECONCILIATION OF INTANGIBLE ASSETS Balance as Software Acquisition of Amortization Impairment Foreign Balance as GeniusU software platform $ 2,811,496 $ 743,995 $ — $ — $ (1,084,613 ) $ — $ 2,470,878 Trade names, trademarks and domain names 13,234 — 6,919,356 — — 355 6,932,945 Customer Relationship — 8,964,000 (321,832 ) — 8,642,168 Accumulated amortization (1,429,761 ) — — (508,937 ) — — (1,938,698 ) Net carrying value $ 1,394,969 $ 743,995 $ 15,883,356 $ (830,769 ) $ (1,084,613 ) $ 355 $ 16,107,293 Balance as 31, Software Acquisition of Amortization Foreign Balance as GeniusU software platform 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 |
DEFERRED TAX ASSETS AND LIABI_2
DEFERRED TAX ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred tax assets and (liabilities) as of December 31, 2022 and 2021 and the related activity for the years ended December 31, 2022 and 2021 are as follows: SUMMARY OF DEFERRED TAX ASSETS AND LIABILITIES Balance as of Recognized in Recognized in Balance as of Non-current assets: Intangible Assets $ — $ (4,425,990 ) $ 524,565 $ (3,901,425 ) Property, plant, and equipment (883,075 ) (341,825 ) 1,137,205 (87,695 ) Other — — (2,240 ) (2,240 ) (883,075 ) (4,767,815 ) 1,659,530 (3,991,360 ) Current assets: Receivables — — — — Prepaid expenses (17,195 ) — 17,195 — Other (Section 24C allowance) 50,019 799,647 (715,276 ) 134,390 32,824 799,647 (698,081 ) 134,390 Current liabilities: Depreciation — — — — Income in Advance 127,129 — 238,248 365,377 Tax Losses — 15,995 84,469 100,464 Net deferred tax assets and (liabilities) $ (723,122 ) $ (3,952,173 ) $ 1,284,166 $ (3,391,129 ) Balance as of Recognized in Recognized in Balance as of 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 ) |
SUMMARY OF UNUSED TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS HAVE BEEN RECOGNIZED | Unused tax losses for which no deferred tax assets have been recognized as of December 31, 2022 and 2021 are as follows: SUMMARY OF UNUSED TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS HAVE BEEN RECOGNIZED As of December 31, 2022 2021 Unused tax losses for which no deferred tax assets has been recognized $ (29,195,914 ) $ (9,982,291 ) Potential tax benefit of such unused tax losses at applicable statutory tax rates $ (6,338,526 ) $ (2,050,255 ) Unused tax losses $ (6,338,526 ) $ (2,050,255 ) |
SUMMARY OF JURISDICTIONS AND TAX YEARS | The following jurisdictions and tax years are open to audit: SUMMARY OF JURISDICTIONS AND TAX YEARS Jurisdiction Open Tax Years Indonesia 2018 2022 New Zealand 2019 2022 Singapore 2019 2022 South Africa 2018 2022 United Kingdom 2021 United States 2020 2022 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | As of December 31, 2022 and 2021, accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2022 2021 Accrued expenses $ 1,539,791 $ 390,138 Sundry payables 1,007,222 165,307 North West Parks Board 955,591 1,177,050 VAT 184,977 48,493 Other taxation payable 121,959 33,314 Derivative liability — 250,000 Total $ 3,809,540 $ 2,064,302 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF DEFERRED REVENUE | As of December 31, 2022 and 2021, deferred revenue consists of: SUMMARY OF DEFERRED REVENUE As of December 31, 2022 2021 Educational revenue paid in advance $ 5,594,979 $ 1,630,723 Other prepaid income 583,797 638,473 Advance bookings for lodges 213,217 292,716 Total $ 6,391,993 $ 2,561,912 |
SCHEDULE OF RECONCILIATION OF DEFERRED REVENUE | A reconciliation of deferred revenue for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF RECONCILIATION OF DEFERRED REVENUE 2022 2021 As of December 31, 2022 2021 Deferred revenue, beginning balance $ 2,561,912 $ 1,546,712 Addition 6,180,022 1,773,994 Revenue earned (2,349,941 ) (758,794 ) Deferred revenue, ending balance $ 6,391,993 $ 2,561,912 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF LOANS PAYABLE | As of December 31, 2022 and 2021, loans payable consisted of: SUMMARY OF LOANS PAYABLE As of December 31, 2022 2021 Loans payable – current portion $ 334,391 $ 65,415 Loans payable – non-current portion 428,025 85,858 Total $ 762,416 $ 151,273 |
SCHEDULE OF LINE OF CREDIT FOR WORKING CAPITAL REQUIREMENT | Education Angels has obtained line of credit for working capital requirement in 2020, 2021 and 2022. The loans are secured by the guarantees of the Director and do not have covenant clauses. The outstanding principal as of December 31, 2022 is as follows: SCHEDULE OF LINE OF CREDIT FOR WORKING CAPITAL REQUIREMENT Loan Type Start Date Loan Amount Tenure Interest Rate Outstanding as IRD Loan 2020 $ 20,063 60 3.25 % $ 16,900 Juke NWN765 2021 $ 19,679 36 1.30 % $ 12,254 Qashqai NWN767 2021 $ 22,258 36 1.20 % $ 13,886 Qashqai NWN766 2022 $ 22,258 36 1.20 % $ 14,475 Mastermind Principles and Property Investors Network has obtained line of credit for the working capital requirement in 2020 and 2022. The loans are secured by the guarantees of the Director and do not have covenant clauses. The outstanding principal amount as of December 31, 2022 is as follows – Loan Type Start Date Loan Amount Tenure Interest Rate Outstanding Lloyds CBIL (MPL) 2020 $ 239,540 60 2.80 % $ 167,678 Funding Circle Loan (MPL) 2022 $ 380,804 48 9.30 % $ 305,787 The Funding Circle (PIN) 2022 $ 116,054 48 9.30 % $ 93,193 Lloyds Bounceback Loan 2022 $ 51,378 72 2.50 % $ 41,335 |
LOANS PAYABLE _ RELATED PARTI_2
LOANS PAYABLE — RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable Related Parties | |
SCHEDULE OF LOANS FROM RELATED PARTIES | Loans from related parties as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF LOANS FROM RELATED PARTIES As of December 31, 2022 2021 Loan payable to related parties for the acquisition of Wealth Dynamics Current portion $ — $ 425,551 Non-current portion. — — Subtotal — 425,551 Other loans payable to related parties, current 2,932,090 — Other loans payable to related parties, non-current 1,729 — Total loans payable to related parties $ 2,933,819 $ 425,551 |
CONVERTIBLE DEBT OBLIGATIONS (T
CONVERTIBLE DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debt Obligations | |
SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS | As of December 31, 2022 and 2021, the Company’s convertible obligations consisted of the following: SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS 2022 2021 As of December 31, 2022 2021 Convertible debt obligations, beg, gross $ 1,274,010 $ 1,531,639 Addition 9,599,390 — Converted to equity (459,370 ) (257,629 ) Converted to short term debt (539,245 ) — Repayment (509,311 ) — Deferred debt discount and Cost of Fund Raise (1,389,623 ) — Convertible debt obligations, end, net $ 7,975,851 $ 1,274,010 Convertible debt obligations, current portion $ 5,752,328 $ 507,765 Convertible debt obligations, non-current portion $ 2,223,523 $ 766,245 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
SCHEDULE OF DERIVATIVE LIABILITIES | Derivative liabilities as of December 31, 2022 consist of the following: SCHEDULE OF DERIVATIVE LIABILITIES As of Options $ 24 ,041,198 Contingent consideration 12,447,396 Derivative liabilities $ 36,488,594 |
SCHEDULE OF DERIVATIVE LIABILITIES OPTIONS EXPLANATORY | SCHEDULE OF DERIVATIVE LIABILITIES OPTIONS EXPLANATORY Acquisition Value Adjustments Closing Value PIN $ 10,100,000 $ 12,250,000 $ 22,350,000 ESQ 451,000 1,240,198 1,691,198 $ 10,551,000 $ 13,490,198 $ 24,041,198 |
SCHEDULE OF CONTINGENT CONSIDERATION EXPLANATORY | SCHEDULE OF CONTINGENT CONSIDERATION EXPLANATORY Acquisition Value Adjustments Closing Value RF $ 10,380,396 $ - $ 10,380,396 UAV 1,017,000 191,000 1,208,000 PIN 701,000 158,000 859,000 $ 12,098,396 $ 349,000 $ 12,447,396 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity | |
SCHEDULE OF STOCK OPTIONS USING THE BLACK-SCHOLES OPTION PRICING MODEL AND USED THE ASSUMPTIONS | The Company values stock options using the Black-Scholes option pricing model and used the following assumptions during the reporting periods: SCHEDULE OF STOCK OPTIONS USING THE BLACK-SCHOLES OPTION PRICING MODEL AND USED THE ASSUMPTIONS 2022 2021 Years Ended 2022 2021 Risk-free interest rate 4.41 % 0.73 % Contractual term (years) 1 3 1 3 Expected volatility 177.30 % 66.00 % Expected dividends 0.00 % 0.00 % |
SUMMARY OF OPTION ACTIVITY | A summary of the option activity during the year ended December 31, 2022 was as follows: SUMMARY OF OPTION ACTIVITY No of Options Weighted Average Share Price Weighted Average Remaining Life Aggregate Intrinsic Value Outstanding as of January 1, 2022 539,760 $ 4.74 1 $ 0 Granted 560,188 4.22 3 0 Exercised (73,428 ) 5.81 - 0 Outstanding as of December 31, 2022 1,026,520 $ 4.38 2 $ 0 |
SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING | SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING Options Outstanding Options Exercisable Year Exercise Price Outstanding Number of Options Underlying Common Stock Weighted Average Remaining Life in Years Exercisable Number of Warrants 2019 Share Option $ 3.56 257,478 GNS 1 $ 257,478 2020 Share Option 5.81 74,640 GNS 1 74,640 2021 Share Options 5.81 134,214 GNS 3 134,214 2022 Employee Grants (Options) 4.22 560,188 GNS 3 0 $ 4.38 1,026,520 2 $ 466,332 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF DISAGGREGATION OF REVENUE | SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 As restated Years Ended December 31, 2022 2021 As restated Campus Revenue – Sale of goods $ 2,527,590 $ 3,102,210 – Rendering of services 2,110,531 — Campus sub-total 4,638,121 3,102,210 Education Revenue – Digital 8,011,319 5,192,594 – In-Person 5,544,176 — Education sub-total 13,555,495 5,192,594 Total Revenue $ 18,193,616 $ 8,294,804 |
OTHER OPERATING INCOME (Tables)
OTHER OPERATING INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF OTHER OPERATING INCOME | For the years ended December 31, 2022 and 2021, other operating income consists of: SCHEDULE OF OTHER OPERATING INCOME 2022 2021 Years Ended December 31, 2022 2021 Other income $ 144,396 $ — Subsidy from government — 490,300 Other operating income $ 144,396 $ 490,300 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | General and administrative expenses for the years ended December 31, 2022 and 2021 include the following: SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Years Ended December 31, 2022 2021 Salaries, wages, bonuses, and other benefits $ 8,909,585 $ 4,197,397 Professional and consulting fees 2,284,436 660,117 Marketing 1,917,377 73,277 Other 1,559,593 1,151,991 Provision for doubtful debts 1,509,484 (39,108 ) Stock-based compensation 1,308,784 293,837 Utilities 952,056 142,019 Travel 851,139 13,356 Development charges 847,068 456,180 Rent expense 351,730 250,994 Repairs and maintenance 304,938 11,144 Athletic program expenses 277,604 — Total general and administrative expenses $ 21,073,794 $ 7,211,204 |
INTEREST EXPENSE, NET (Tables)
INTEREST EXPENSE, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF COMPANY EARNED INTEREST INCOME AND INCURRED INTEREST EXPENSE | For the years ended December 31, 2022 and 2021, the Company earned interest income and incurred interest expense as follows: SCHEDULE OF COMPANY EARNED INTEREST INCOME AND INCURRED INTEREST EXPENSE 2022 2021 Years Ended December 31, 2022 2021 Interest (expense) income Bank and other cash $ 26,380 $ (74,081 ) Total interest (expense) income 26,380 (74,081 ) Interest expense/finance costs Lease liabilities (491,336 ) (131,291 ) Other interest paid – loans (847,520 ) ( 103,357 ) Amortization of debt discount — ( 140,837 ) Total interest expense/ finance costs (1,338,856 (375,485 ) Total interest (expense), net $ (1,312,476 ) $ ( 449,566 ) |
INCOME TAX EXPENSE (Tables)
INCOME TAX EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF PROVISION FOR INCOME TAXES PROVISIONS (BENEFITS) | The provision for income taxes consists of the following provisions (benefits): SCHEDULE OF PROVISION FOR INCOME TAXES PROVISIONS (BENEFITS) 2022 2021 Years ended December 31, 2022 2021 Current tax: Current tax on profits for the year $ 220,570 $ — Total Current tax 220,570 — Deferred income tax: (Increase) decrease in deferred tax assets 29,240 (29,230 ) Decrease in deferred tax liabilities (1,313,406 ) (99,622 ) Deferred income tax (1,284,166 ) (128,852 ) (Benefit from) Provision for income taxes $ (1,063,596 ) $ (128,852 ) The provision for income taxes by country consists of the following provisions (benefits): INDONESIA NEW ZEALAND SINGAPORE SOUTH AFRICA UK USA CONSOLIDATED Current Expense Foreign $ (29,039 ) $ 6,050 $ - $ 46,129 $ 197,430 $ - $ 220,570 Total Current Tax Expense (29,039 ) 6,050 - 46,129 197,430 - 220,570 Deferred Expense Federal - - - - - (124,478 ) (124,478 ) State - - - - - (24,010 ) (24,010 ) Foreign (145,289 ) (54,100 ) 29,503 (607,462 ) (358,330 ) - (1,135,678 ) Total Deferred Tax Expense (145,289 ) (54,100 ) 29,503 (607,462 ) (358,330 ) (148,488 ) (1,284,166 ) (Benefit from) Provision for Income Taxes $ (174,328 ) $ (48,050 ) $ 29,503 $ (561,333 ) $ (160,900 ) $ (148,488 ) $ (1,063,596 ) |
SCHEDULE OF RECONCILIATION OF INCOME TAXES AT THE STATUTORY RATE | The reconciliation of income taxes at the statutory rate of Singapore to the effective tax rates for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAXES AT THE STATUTORY RATE 2022 2021 Years ended December 31, 2022 2021 Loss from continuing operations before provision for income taxes $ (56,315,143 ) $ (4,618,050 ) Tax at the Singapore rate of 17 (9,573,574 ) (785,069 ) Reconciling items: Permanent differences 5,867,054 31,272 Current period net operating losses not recognised as a deferred tax asset 3,019,483 743,997 Rate differential – non-Singapore entities (736,092 ) (55,045 ) Other deferred tax activity 359,533 (64,007 ) (Benefit from) Provision for income taxes $ (1,063,596 ) $ (128,852 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF EARNINGS PER SHARE | SUMMARY OF EARNINGS PER SHARE 2022 2021 Years ended December 31, 2022 2021 Loss per share, basic and diluted $ (2.44 ) $ (0.28 ) The calculation of basic and diluted loss per share has been based on the following loss attributable to ordinary shareholders and the weighted average number of ordinary shares Net Loss $ (55,251,547 ) $ (4,489,198 ) Non-Controlling Interest (206,021 ) (173,959 ) Loss Attributed to Ordinary Shareholders $ (55,045,526 ) $ (4,315,239 ) Weighted Average Number of Ordinary Shares Issued at the beginning of the year 16,155,812 16,155,812 Issued in current Year 11,549,415 — Issued at the end of the year 27,705,227 16,155,812 Weighted Average 22,634,366 16,155,812 Diluted earnings (loss) per share: There are no dilutive instruments and therefore diluted earnings 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 and RSUs 1,511,664 7,138,140 |
FAIR VALUE INFORMATION (Tables)
FAIR VALUE INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF FINANCIAL ASSETS AND LIABILITIES BY LEVEL WITHIN THE FAIR VALUE HIERARCHY | As of December 31, 2022 and 2021, the Company’s financial assets and liabilities by level within the fair value hierarchy are as follows: SUMMARY OF FINANCIAL ASSETS AND LIABILITIES BY LEVEL WITHIN THE FAIR VALUE HIERARCHY Level 1 Level 2 Level 3 Total As of December 31, 2022 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Cash and Restricted Cash $ 16,829,385 $ — $ — $ 16,829,385 FINANCIAL LIABILITIES Contingent liabilities — — 36,488,594 36,488,594 Level 1 Level 2 Level 3 Total As of December 31, 2021 Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Cash $ 1,784,938 $ — $ — $ 1,784,938 Financial assets at amortized cost — — 44,245 44,245 Financial assets at fair value through profit or loss — — 29,069 29,069 Financial liabilities at amortized cost — — 1,274,010 1,274,010 |
KEY MANAGEMENT COMPENSATION (Ta
KEY MANAGEMENT COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF COMPENSATION AWARDED TO OR EARNED BY OUR EXECUTIVE OFFICERS AND BOARD OF DIRECTORS | The following tables set forth information regarding compensation awarded to or earned by our Executive Officers and Board of Directors during the years ended December 31, 2022 and 2021: SUMMARY OF COMPENSATION AWARDED TO OR EARNED BY OUR EXECUTIVE OFFICERS AND BOARD OF DIRECTORS 2022 2021 Salary Stock Based Total Salary Stock Based Total Key management compensation $ 1,184,506 $ 553,987 $ 1,738,493 $ 975,110 $ 43,640 $ 1,018,750 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF DETAILED SEGMENT INFORMATION | The detailed segment information of the Company is as follows: SUMMARY OF DETAILED SEGMENT INFORMATION Education Campus Total Education Campus Total For the Years Ended December 31 2022 2021 Education Campus Total Education Campus Total Revenues $ 13,555,495 $ 4,638,121 $ 18,193,616 $ 5,192,594 $ 3,102,210 $ 8,294,804 Depreciation and amortization (1) (2) $ 1,245,215 $ 1,105,425 $ 2,350,640 $ 426,740 $ 1,148,173 $ 1,574,913 Depreciation and amortization(1) (2) $ 1,245,215 $ 1,105,425 $ 2,350,640 $ 426,740 $ 1,148,173 $ 1,574,913 Loss from operations $ (31,836,870 ) $ (9,746,037 ) $ (41,582,907 ) $ (2,153,975 ) $ (2,014,509 ) $ (4,168,484 ) Net Loss $ (45,358,626 ) $ (9,892,921 ) $ (55,251,547 ) $ (2,252,795 ) $ (2,365,255 ) $ (4,618,050 ) Interest Expense, net $ (943,916 ) $ (368,560 ) $ (1,312,476 ) $ (98,819 ) $ (350,747 ) $ (449,566 ) Capital Expenditures $ — $ — $ — $ — $ — $ — Property and equipment, net $ 563,131 $ — $ 563,131 $ 15,442 $ 6,760,674 $ 6,776,116 Total Assets $ 88,120,390 $ 3,139,237 $ 91,259,627 $ 5,122,967 $ 12,472,440 $ 17,595,407 Total Liabilities $ 71,656,141 $ 5,648,650 $ 77,304,791 $ 3,589,315 $ 6,020,096 $ 9,609,411 (1) Consists of $ 577,998 426,740 667,217 0 (2) Consists of $ 590,228 1,109,309 515,197 38,864 |
SUMMARY OF REVENUE AND NON-CURRENT ASSETS BY GEOGRAPHIC LOCATION | A summary of non-current assets (other than financial instruments) by geographic location appears below: SUMMARY OF REVENUE AND NON-CURRENT ASSETS BY GEOGRAPHIC LOCATION Education Campus Total Education Campus Total For the Years Ended December 31, 2022 2021 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 12,792,087 $ 3,473,507 $ 16,265,594 $ 602 $ 8,476,791 $ 8,477,393 Asia / Pacific 24,799,301 4,112,755 28,912,056 — 2,120,102 2,120,102 North America / South America 21,831,530 — 21,831,530 501,750 — 501,750 Non-current assets $ 59,422,918 $ 7,586,262 $ 67,009,180 $ 502,352 $ 10,596,893 $ 11,099,245 A summary of revenue by geographic location appears below: Education Campus Total Education Campus Total For the Years Ended December 31, 2022 2021 Education Campus Total Education Campus Total Europe / Middle East / Africa $ 3,857,193 $ 2,403,570 $ 6,260,763 $ 1,948,567 $ 1,554,828 $ 3,503,395 Asia / Pacific 2,073,866 2,234,551 4,308,417 1,795,863 1,547,382 3,343,245 North America / South America 7,624,436 - 7,624,436 1,448,164 — 1,448,164 Revenue $ 13,555,495 $ 4,638,121 $ 18,193,616 $ 5,192,594 $ 3,102,210 $ 8,294,804 |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Ownership percentage | 100% | |
Income from government grants | $ 490,300 | |
GeniusU Ltd [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Ownership percentage | 96.50% | |
Entrepreneur resorts [member] | ||
IfrsStatementLineItems [Line Items] | ||
Ownership percentage | 95.40% |
SCHEDULE OF USEFUL LIVES OF ITE
SCHEDULE OF USEFUL LIVES OF ITEMS OF PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 20 years |
Machinery [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 5 years |
Fixtures and fittings [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 5 years |
Motor vehicles [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 5 years |
Office equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 5 years |
IT equipment [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 3 years |
IT equipment [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 5 years |
Computer equipment [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 2 years |
Computer equipment [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 8 years |
Spa equipment curtains crockery glassware and linen [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life measured as period of time, property, plant and equipment | 5 years |
SCHEDULE OF USEFUL LIFE OF INTA
SCHEDULE OF USEFUL LIFE OF INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer-related intangible assets [member] | |
IfrsStatementLineItems [Line Items] | |
Useful Life | 5 years |
Trade Names Trademarks Domain Names And Licenses [Member] | |
IfrsStatementLineItems [Line Items] | |
Useful Life | Indefinite |
SCHEDULE OF RESTATEMENTS IN THE
SCHEDULE OF RESTATEMENTS IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||
Revenue | $ 18,193,616 | $ 8,294,804 | [1] |
Cost of Revenue | (9,554,327) | (5,537,346) | [1] |
Gross Profit | $ 8,639,289 | 2,757,458 | [1] |
Previously stated [member] | |||
IfrsStatementLineItems [Line Items] | |||
Revenue | 12,778,262 | ||
Cost of Revenue | (10,020,804) | ||
Gross Profit | 2,757,458 | ||
Increase (decrease) due to corrections of prior period errors [member] | |||
IfrsStatementLineItems [Line Items] | |||
Revenue | (4,483,458) | ||
Cost of Revenue | 4,483,458 | ||
Gross Profit | |||
[1]Restatement details in Note 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||
Deferred revenue | $ 6,391,993 | $ 2,561,912 | |
Revenue | 2,349,941 | 758,794 | |
Revenue | (18,193,616) | (8,294,804) | [1] |
Cost of revenue | $ (9,554,327) | (5,537,346) | [1] |
Increase (decrease) due to corrections of prior period errors [member] | |||
IfrsStatementLineItems [Line Items] | |||
Revenue | 4,483,458 | ||
Cost of revenue | $ 4,483,458 | ||
[1]Restatement details in Note 2 |
SCHEDULE OF THE ALLOCATION OF T
SCHEDULE OF THE ALLOCATION OF THE PURCHASE CONSIDERATION TO THE FAIR VALUE OF THE ASSETS AND LIABILITIES (Details) £ in Millions | Dec. 31, 2022 USD ($) | Oct. 04, 2022 USD ($) | Jul. 07, 2022 USD ($) | May 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Apr. 30, 2022 GBP (£) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
IfrsStatementLineItems [Line Items] | ||||||||
Goodwill | $ (31,688,887) | $ (1,320,100) | $ (1,209,953) | |||||
Education angels [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Value of shares | $ 1,918,700 | |||||||
Less: acquired cash | (26,940) | |||||||
Purchase price, net of acquired cash | 1,891,760 | |||||||
Prepaid expenses and other current assets | (113,413) | |||||||
Fixed assets | (69,637) | |||||||
Intangible assets | (1,640,000) | |||||||
Accounts payable, accrued expenses and other liabilities | 804,842 | |||||||
Deferred tax liability | 549,718 | |||||||
Goodwill | 1,423,270 | |||||||
Property investors network [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Value of shares | 17,017,000 | |||||||
Less: acquired cash | (347,952) | |||||||
Purchase price, net of acquired cash | 29,307,048 | |||||||
Prepaid expenses and other current assets | (6,111,957) | |||||||
Fixed assets | (24,994) | |||||||
Intangible assets | (4,980,000) | |||||||
Accounts payable, accrued expenses and other liabilities | 2,833,718 | |||||||
Deferred tax liability | 1,171,555 | |||||||
Goodwill | 21,734,121 | |||||||
Cash | 1,837,000 | |||||||
Top-up share options | 701,000 | |||||||
Top-up share options | 10,100,000 | £ 10.2 | ||||||
Total purchase price | 29,655,000 | |||||||
Accounts receivable | (461,249) | |||||||
E square [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Value of shares | $ 2,692,000 | 2,692,000 | ||||||
Less: acquired cash | (262,518) | |||||||
Purchase price, net of acquired cash | 3,845,000 | 3,582,482 | ||||||
Prepaid expenses and other current assets | (31,242) | |||||||
Fixed assets | (272,348) | |||||||
Intangible assets | (100,000) | |||||||
Accounts payable, accrued expenses and other liabilities | 722,275 | |||||||
Deferred tax liability | 37,838 | |||||||
Goodwill | 3,760,924 | |||||||
Cash | $ 403,000 | 403,000 | ||||||
Top-up share options | 451,000 | |||||||
Total purchase price | 3,845,000 | |||||||
Accounts receivable | (178,081) | |||||||
Deferred payment | $ 299,000 | |||||||
University of antelope valley [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Value of shares | $ 6,470,000 | |||||||
Less: acquired cash | (1,620,734) | |||||||
Purchase price, net of acquired cash | 12,866,266 | |||||||
Prepaid expenses and other current assets | (492,404) | |||||||
Fixed assets | (1,051,934) | |||||||
Accounts payable, accrued expenses and other liabilities | 1,935,533 | |||||||
Goodwill | 10,174,872 | |||||||
Cash | 7,000,000 | |||||||
Top-up share options | 1,017,000 | |||||||
Top-up share options | 1,017,000 | |||||||
Total purchase price | 14,487,000 | |||||||
Accounts receivable | $ (3,082,589) | |||||||
Revealed films [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Value of shares | $ 7,000,000 | |||||||
Less: acquired cash | (145,532) | |||||||
Purchase price, net of acquired cash | 20,234,865 | |||||||
Prepaid expenses and other current assets | (745,521) | |||||||
Intangible assets | (8,884,000) | |||||||
Accounts payable, accrued expenses and other liabilities | 1,660,727 | |||||||
Deferred tax liability | 2,202,088 | |||||||
Goodwill | 13,306,545 | |||||||
Cash | 1,000,000 | |||||||
Top-up share options | 10,380,397 | |||||||
Total purchase price | 20,380,397 | |||||||
Accounts receivable | (152,920) | |||||||
Deferred payment | 2,000,000 | |||||||
Goodwill | $ (1,008,694) |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS ACQUIRED (Details) - USD ($) | Oct. 04, 2022 | Apr. 30, 2022 |
Education angels [member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | $ 1,640,000 | |
Education angels [member] | Trade Names Trademarks Domain Names And Licenses [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | 1,640,000 | |
Property investors network [member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | 4,980,000 | |
Property investors network [member] | Trade Names Trademarks Domain Names And Licenses [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | 4,900,000 | |
Property investors network [member] | Customer relationship [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | 80,000 | |
E square [member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | 100,000 | |
E square [member] | Customer relationship [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | $ 100,000 | |
Revealed films [member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | $ 8,884,000 | |
Revealed films [member] | Customer relationship [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Customer relationship | $ 8,884,000 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
GST receivable | $ 64,254 | |
Due from utility companies | 45,570 | |
Other | 10,480 | 66,000 |
Other receivables (short term) | 120,304 | 66,000 |
PJ Finn | 718,198 | |
Richard Evans | 14,518 | |
Other Receivables (long term) | 732,716 | |
Total Other Receivables | $ 853,020 | $ 66,000 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) $ / shares in Units, £ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Oct. 04, 2022 USD ($) shares | Jul. 07, 2022 USD ($) shares | Apr. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | [1] | May 31, 2022 USD ($) $ / shares shares | Apr. 30, 2022 GBP (£) shares | |
IfrsStatementLineItems [Line Items] | ||||||||
Purchase consideration | $ 12,447,396 | |||||||
Revenue | $ 18,193,616 | $ 8,294,804 | ||||||
Education angels [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||
Consideration made up from shares | $ 1,918,700 | |||||||
Shares transferred, acquisition-date fair value | shares | 333,687 | 333,687 | ||||||
Consideration transferred, acquisition-date fair value | $ 1,891,760 | |||||||
Property investors network [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||
Consideration made up from shares | $ 17,017,000 | |||||||
Shares transferred, acquisition-date fair value | shares | 2,959,518 | 2,959,518 | ||||||
Purchase consideration | $ 29,655,000 | |||||||
Cash transferred, acquisition-date fair value | 1,837,000 | |||||||
Amount of consideration payble upon milestone | $ 701,000 | |||||||
Description of acquisition | the difference between the value will be paid in additional consideration by 90% in shares and 10% in cash and $10,100,000 in call options. | |||||||
Amount of consideration payble in call options | $ 10,100,000 | £ 10.2 | ||||||
Consideration transferred, acquisition-date fair value | 29,307,048 | |||||||
[custom:AcquisitiondateFairValueOfTotalConsiderationTransferredIncludingStockOption-0] | 29,655,000 | |||||||
E square [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Percentage of voting equity interests acquired | 100% | |||||||
Consideration made up from shares | 2,692,000 | $ 2,692,000 | ||||||
Shares transferred, acquisition-date fair value | shares | 328,236 | |||||||
Cash transferred, acquisition-date fair value | 403,000 | $ 403,000 | ||||||
Amount of consideration payble in call options | 451,000 | |||||||
Consideration transferred, acquisition-date fair value | 3,582,482 | 3,845,000 | ||||||
Loans transferred, acquisition-date fair value | 299,000 | |||||||
Purchase price in put option | $ 451,000 | |||||||
Shares trade price | $ / shares | $ 5.81 | |||||||
Pre split shares trade price | $ / shares | $ 34.87 | |||||||
[custom:AcquisitiondateFairValueOfTotalConsiderationTransferredIncludingStockOption-0] | $ 3,845,000 | |||||||
University of antelope valley [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Percentage of voting equity interests acquired | 100% | |||||||
Consideration made up from shares | $ 6,470,000 | |||||||
Shares transferred, acquisition-date fair value | shares | 1,000,000 | |||||||
Cash transferred, acquisition-date fair value | $ 7,000,000 | |||||||
Amount of consideration payble upon milestone | 1,017,000 | |||||||
Amount of consideration payble in call options | 1,017,000 | |||||||
Consideration transferred, acquisition-date fair value | 12,866,266 | |||||||
[custom:AcquisitiondateFairValueOfTotalConsiderationTransferredIncludingStockOption-0] | 14,487,000 | |||||||
Revenue | 9,000,000 | |||||||
University of antelope valley [member] | Bottom of range [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Revenue | $ 9,000,000 | |||||||
Revealed films [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Percentage of voting equity interests acquired | 100% | |||||||
Consideration made up from shares | $ 7,000,000 | |||||||
Shares transferred, acquisition-date fair value | shares | 1,353,966 | |||||||
Purchase consideration | $ 20,380,397 | |||||||
Cash transferred, acquisition-date fair value | $ 1,000,000 | |||||||
Description of acquisition | The Company has agreed to pay top up consideration of 1.5X the difference between the revenue in 2023, 2024 and 2025 if the revenue growth is higher than $7 million and a profit of at least 7%. The revenue growth is calculated as revenue during the year minus $7 million or previous year’s revenue if the target was met. | |||||||
Amount of consideration payble in call options | $ 10,380,397 | |||||||
Consideration transferred, acquisition-date fair value | 20,234,865 | |||||||
Loans transferred, acquisition-date fair value | 2,000,000 | |||||||
[custom:AcquisitiondateFairValueOfTotalConsiderationTransferredIncludingStockOption-0] | 20,380,397 | |||||||
Loans payable | $ 2,000,000 | |||||||
[1]Restatement details in Note 2 |
SCHEDULE OF DUE FROM RELATED PA
SCHEDULE OF DUE FROM RELATED PARTIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (short term) | $ 351,357 | $ 44,245 |
Total due from related parties (long term) | 5,288,264 | |
Due from related parties | 5,639,621 | 44,245 |
Shareholders [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (short term) | 60,280 | 20,550 |
MSJ foundation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (short term) | 102,356 | |
Other related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (short term) | 188,721 | 23,695 |
Total due from related parties (long term) | 98,187 | |
BMV finance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 1,973,144 | |
Simon zutshi directors loan account [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 1,268,094 | |
BG3 ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 703,743 | |
Zutshi lPP [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 380,121 | |
Vision 1 investments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 279,845 | |
Crowd property loan account [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 260,124 | |
Throckley [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | 208,998 | |
Property mastermind international [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total due from related parties (long term) | $ 116,008 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Movie production costs | $ 648,337 | |
Books and periodicals | 258,497 | |
Food and beverage | 48,677 | 38,500 |
Merchandise | 45,350 | 51,777 |
Consumables | 1,116 | 2,253 |
Total inventories | $ 1,001,977 | $ 92,530 |
SUMMARY OF PREPAID EXPENSES AND
SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses | $ 798,140 | $ 3,349,990 |
Deposits | 165,868 | 59,925 |
Other current assets | 126,779 | 80,531 |
Total | $ 1,090,787 | $ 3,490,446 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | $ 563,131 | $ 6,776,116 | $ 7,596,990 |
Land [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 1,486,718 | 1,486,718 | |
Buildings [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 3,412,156 | 3,950,627 | |
Leasehold property [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 2,153 | 1,490,813 | |
Machinery [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 49,642 | 84,685 | |
Fixtures and fittings [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 152,837 | 207,488 | 189,373 |
Motor vehicles [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 51,842 | 38,516 | |
Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 62,038 | 6,759 | 10,435 |
Communication and network equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 24,716 | 25,516 | |
Computer software [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 38,881 | ||
Programs and textbooks [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 16,594 | ||
Spa equipment curtains crockery glassware and linen [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 214,070 | 58,508 | $ 93,710 |
Gross carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 13,144,480 | 11,544,308 | |
Impairment on assets | (7,107,504) | ||
Gross carrying amount [member] | Land [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 1,486,718 | 1,486,718 | |
Impairment on assets | (1,486,718) | ||
Gross carrying amount [member] | Buildings [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 4,541,374 | 4,401,241 | |
Impairment on assets | (3,252,060) | ||
Gross carrying amount [member] | Leasehold property [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 5,136,738 | 4,261,623 | |
Impairment on assets | (2,134,654) | ||
Gross carrying amount [member] | Machinery [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 147,887 | 136,692 | |
Impairment on assets | (55,690) | ||
Gross carrying amount [member] | Fixtures and fittings [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 647,046 | 537,964 | |
Impairment on assets | (108,736) | ||
Gross carrying amount [member] | Motor vehicles [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 384,643 | 320,103 | |
Impairment on assets | (12,808) | ||
Gross carrying amount [member] | Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 99,739 | 26,287 | |
Impairment on assets | (7,975) | ||
Gross carrying amount [member] | Communication and network equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 142,100 | 113,790 | |
Impairment on assets | (3,589) | ||
Gross carrying amount [member] | Computer software [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 53,661 | 4,456 | |
Impairment on assets | |||
Gross carrying amount [member] | Programs and textbooks [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 16,594 | ||
Impairment on assets | |||
Gross carrying amount [member] | Spa equipment curtains crockery glassware and linen [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | 487,980 | 255,434 | |
Impairment on assets | (45,274) | ||
Accumulated depreciation and amortisation [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (5,473,845) | (4,768,192) | |
Accumulated depreciation and amortisation [member] | Buildings [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (1,289,314) | (989,085) | |
Accumulated depreciation and amortisation [member] | Leasehold property [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (2,999,931) | (2,770,810) | |
Accumulated depreciation and amortisation [member] | Machinery [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (92,197) | (87,050) | |
Accumulated depreciation and amortisation [member] | Fixtures and fittings [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (385,473) | (330,476) | |
Accumulated depreciation and amortisation [member] | Motor vehicles [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (319,993) | (281,587) | |
Accumulated depreciation and amortisation [member] | Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (29,726) | (19,528) | |
Accumulated depreciation and amortisation [member] | Communication and network equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (113,795) | (88,274) | |
Accumulated depreciation and amortisation [member] | Computer software [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | (14,780) | (4,456) | |
Accumulated depreciation and amortisation [member] | Programs and textbooks [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | |||
Accumulated depreciation and amortisation [member] | Spa equipment curtains crockery glassware and linen [member] | |||
IfrsStatementLineItems [Line Items] | |||
Property, plant and equipment | $ (228,636) | $ (196,926) |
SCHEDULE OF RECONCILIATION OF P
SCHEDULE OF RECONCILIATION OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Opening Balance | $ 6,776,116 | $ 7,596,990 |
Additions (Acquisitions) | 1,420,885 | |
Additions | 222,680 | 77,797 |
Disposals | (1,163) | |
Translation | (42,232) | (258,186) |
Depreciation | (705,651) | (640,485) |
Impairment | (7,107,504) | |
Closing Balance | 563,131 | 6,776,116 |
Property, plant and equipment | 705,651 | 640,485 |
Land [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 1,486,718 | 1,486,718 |
Additions (Acquisitions) | ||
Additions | ||
Disposals | ||
Translation | ||
Depreciation | ||
Impairment | (1,486,718) | |
Closing Balance | 1,486,718 | |
Property, plant and equipment | ||
Buildings [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 3,412,156 | 3,950,627 |
Additions (Acquisitions) | 147,296 | |
Additions | ||
Disposals | ||
Translation | (7,164) | (215,291) |
Depreciation | (300,228) | (323,180) |
Impairment | (3,252,060) | |
Closing Balance | 3,412,156 | |
Property, plant and equipment | 300,228 | 323,180 |
Leasehold improvements [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 1,490,813 | 1,655,128 |
Additions (Acquisitions) | 798,702 | |
Additions | 76,873 | |
Disposals | ||
Translation | (460) | 9,777 |
Depreciation | (229,121) | (174,092) |
Impairment | (2,134,654) | |
Closing Balance | 2,153 | 1,490,813 |
Property, plant and equipment | 229,121 | 174,092 |
Machinery [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 49,642 | 84,685 |
Additions (Acquisitions) | ||
Additions | 11,195 | 9,981 |
Disposals | ||
Translation | (37,427) | |
Depreciation | (5,147) | (7,597) |
Impairment | (55,690) | |
Closing Balance | 49,642 | |
Property, plant and equipment | 5,147 | 7,597 |
Fixtures and fittings [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 207,488 | 189,373 |
Additions (Acquisitions) | 16,083 | |
Additions | 92,849 | 65,127 |
Disposals | ||
Translation | 150 | (6,558) |
Depreciation | (54,997) | (53,570) |
Impairment | (108,736) | |
Closing Balance | 152,837 | 207,488 |
Property, plant and equipment | 54,997 | 53,570 |
Vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 38,516 | 93,325 |
Additions (Acquisitions) | 66,244 | |
Additions | ||
Disposals | (1,163) | |
Translation | (541) | (21,803) |
Depreciation | (38,406) | (33,006) |
Impairment | (12,808) | |
Closing Balance | 51,842 | 38,516 |
Property, plant and equipment | 38,406 | 33,006 |
Office equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 6,759 | 10,435 |
Additions (Acquisitions) | 50,955 | |
Additions | 22,496 | 2,688 |
Disposals | ||
Translation | ||
Depreciation | (10,197) | (6,364) |
Impairment | (7,975) | |
Closing Balance | 62,038 | 6,759 |
Property, plant and equipment | 10,197 | 6,364 |
Information technology equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 25,516 | 32,989 |
Additions (Acquisitions) | 24,721 | |
Additions | ||
Disposals | ||
Translation | 3,588 | |
Depreciation | (25,520) | (7,473) |
Impairment | (3,589) | |
Closing Balance | 24,716 | 25,516 |
Property, plant and equipment | 25,520 | 7,473 |
Computer software [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | ||
Additions (Acquisitions) | 47,071 | |
Additions | 3,907 | |
Disposals | ||
Translation | (1,772) | |
Depreciation | (10,325) | |
Impairment | ||
Closing Balance | 38,881 | |
Property, plant and equipment | 10,325 | |
Programs and textbooks [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | ||
Additions (Acquisitions) | 16,594 | |
Additions | ||
Translation | ||
Depreciation | ||
Impairment | ||
Closing Balance | 16,594 | |
Property, plant and equipment | ||
Spa equipment curtains crockery glassware and linen [member] | ||
IfrsStatementLineItems [Line Items] | ||
Opening Balance | 58,508 | 93,710 |
Additions (Acquisitions) | 253,219 | |
Additions | 15,360 | |
Disposals | ||
Translation | (36,033) | |
Depreciation | (31,710) | (35,202) |
Impairment | (45,274) | |
Closing Balance | 214,070 | 58,508 |
Property, plant and equipment | $ 31,710 | $ 35,202 |
SCHEDULE OF CARRYING AMOUNTS OF
SCHEDULE OF CARRYING AMOUNTS OF RIGHT-OF-USE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Right of use asset | $ 12,573,710 | $ 1,077,241 |
Foreign currency translation | (119,182) | (117,959) |
Accumulated depreciation of right of use assets | (1,723,114) | (1,233,934) |
Accumulated depreciation of right of use assets (related party) | (325,040) | |
Buildings [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right of use asset | 2 | 1,378,312 |
Buildings Related Party [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Right of use asset | 11,149,101 | |
Leasehold improvements [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right of use asset | 992,410 | 992,410 |
Office space [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right of use asset | $ 58,412 | $ 58,412 |
SCHEDULE OF MATURITY ANALYSIS O
SCHEDULE OF MATURITY ANALYSIS OF LEASE LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Gross lease liabilities | $ 25,817,619 | $ 9,742,509 |
Less: Finance Charges component | (12,832,744) | (8,411,649) |
Lease liabilities | 12,984,875 | 1,330,860 |
Lease liabilities – Current | 1,590,538 | 436,271 |
Lease liabilities - Non-Current | 11,394,337 | 894,589 |
Lease liabilities | 12,984,875 | 1,330,860 |
Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Gross lease liabilities | 1,664,966 | 436,270 |
Later than one year and not later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Gross lease liabilities | 6,280,716 | 298,594 |
Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Gross lease liabilities | $ 17,871,937 | $ 9,007,645 |
SCHEDULE OF INVESTMENT AT FAIR
SCHEDULE OF INVESTMENT AT FAIR VALUE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Investment at fair value, Total | $ 29,071 | $ 29,069 |
Investments in you go world [member] | ||
IfrsStatementLineItems [Line Items] | ||
Investment at fair value, Total | 28,698 | 28,698 |
Others [member] | ||
IfrsStatementLineItems [Line Items] | ||
Investment at fair value, Total | $ 373 | $ 371 |
RIGHT OF USE ASSET AND LEASE _3
RIGHT OF USE ASSET AND LEASE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Depreciation right-of-use assets | $ 814,220 | $ 507,688 | |
Right of use asset | $ 12,573,710 | 1,077,241 | |
Weighted average discount rate utilized to calculate the present value of the lease liabilities | 7.71% | ||
Weighted average remaining life of lease | 22 years | ||
Buildings Related Party [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Right of use asset | $ 11,149,101 | ||
University of antelope valley [member] | Buildings Related Party [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Lease term | 12 years | ||
Right of use asset | $ 11,149,101 |
SCHEDULE OF CHANGES IN GOODWILL
SCHEDULE OF CHANGES IN GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance as of December 31, 2020 | $ 1,320,100 | $ 1,209,953 |
Additions - Foreign currency translation | (113,150) | 110,147 |
Additions - Goodwill on new acquisitions | 50,399,733 | |
Less: Impairment Loss | (20,053,893) | |
Goodwill tax adjustment | 136,097 | |
Balance as of December 31, 2022 | $ 31,688,887 | $ 1,320,100 |
INVESTMENTS AT FAIR VALUE (Deta
INVESTMENTS AT FAIR VALUE (Details Narrative) | Sep. 11, 2017 |
Percentage of interest purchase from investment company | 2.50% |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Beginning balance | $ 1,394,969 | $ 1,004,914 |
Software Development Additions | 743,995 | 804,314 |
Purchase of Intangibles | 15,883,356 | |
Amortization Expense | (830,769) | (424,080) |
Impairment | (1,084,613) | |
Foreign Currency Translation | 355 | 9,821 |
Ending balance | 16,107,293 | 1,394,969 |
Genius U software platform platform [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 2,811,496 | 2,007,182 |
Software Development Additions | 743,995 | 804,314 |
Purchase of Intangibles | ||
Amortization Expense | ||
Impairment | (1,084,613) | |
Foreign Currency Translation | ||
Ending balance | 2,470,878 | 2,811,496 |
Trade Names Trademarks And Domain Names [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 13,234 | |
Software Development Additions | ||
Purchase of Intangibles | 6,919,356 | |
Amortization Expense | ||
Impairment | ||
Foreign Currency Translation | 355 | |
Ending balance | 6,932,945 | 13,234 |
Customer relationship [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Software Development Additions | ||
Purchase of Intangibles | 8,964,000 | |
Amortization Expense | (321,832) | |
Impairment | ||
Ending balance | 8,642,168 | |
Accumulated depreciation and amortisation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Software Development Additions | ||
Purchase of Intangibles | ||
Amortization Expense | (508,937) | (424,080) |
Impairment | ||
Foreign Currency Translation | 9,821 | |
Accumulated amortization, beginning balance | (1,429,761) | (1,015,502) |
Accumulated amortization, ending balance | (1,938,698) | (1,429,761) |
Brand names [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | $ 13,234 | 13,234 |
Software Development Additions | ||
Purchase of Intangibles | ||
Amortization Expense | ||
Foreign Currency Translation | ||
Ending balance | $ 13,234 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Wrote off goodwill | $ 31,688,887 | $ 1,320,100 | $ 1,209,953 |
Impairement of goodwill | 20,053,893 | ||
Entrepreneur resorts [member] | |||
IfrsStatementLineItems [Line Items] | |||
Wrote off goodwill | 20,100,000 | ||
Property investors network [member] | |||
IfrsStatementLineItems [Line Items] | |||
Impairement of goodwill | 5,800,000 | ||
University of antelope valley [member] | |||
IfrsStatementLineItems [Line Items] | |||
Impairement of goodwill | 10,400,000 | ||
E Squared Education [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Impairement of goodwill | 2,300,000 | ||
Entrepreneurs Resort Ltd [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Impairement of goodwill | $ 1,600,000 |
SUMMARY OF DEFERRED TAX ASSETS
SUMMARY OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Recognized in Other Comprehensive Income | (4,425,990) | |
Recognized In Provision for Income Taxes | 524,565 | |
Ending balance | (3,901,425) | |
Propert plant and equipment non current assets [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | (883,075) | (979,612) |
Recognized in Other Comprehensive Income | (341,825) | |
Recognized In Provision for Income Taxes | 1,137,205 | 96,537 |
Ending balance | (87,695) | (883,075) |
Other non current asset [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | (8,431) | |
Recognized In Provision for Income Taxes | (2,240) | 8,431 |
Ending balance | (2,240) | |
Non current asset [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | (883,075) | (988,043) |
Recognized in Other Comprehensive Income | (4,767,815) | |
Recognized In Provision for Income Taxes | 1,659,530 | 104,968 |
Ending balance | (3,991,360) | (883,075) |
Prepaid expenses current assets [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | (17,195) | (11,849) |
Recognized In Provision for Income Taxes | 17,195 | (5,346) |
Ending balance | (17,195) | |
Other current asset [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 50,019 | 26,452 |
Recognized in Other Comprehensive Income | 799,647 | 23,451 |
Recognized In Provision for Income Taxes | (715,276) | 116 |
Ending balance | 134,390 | 50,019 |
Current asset [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 32,824 | 14,603 |
Recognized in Other Comprehensive Income | 799,647 | 23,451 |
Recognized In Provision for Income Taxes | (698,081) | (5,230) |
Ending balance | 134,390 | 32,824 |
Income in advance current liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 127,129 | 98,015 |
Recognized In Provision for Income Taxes | 238,248 | 29,114 |
Ending balance | 365,377 | 127,129 |
Tax losses current liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Recognized in Other Comprehensive Income | 15,995 | |
Recognized In Provision for Income Taxes | 84,469 | |
Ending balance | 100,464 | |
Net deferred tax and liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | (723,122) | (875,425) |
Recognized in Other Comprehensive Income | (3,952,173) | 23,451 |
Recognized In Provision for Income Taxes | 1,284,166 | 128,852 |
Ending balance | $ (3,391,129) | $ (723,122) |
SUMMARY OF UNUSED TAX LOSSES FO
SUMMARY OF UNUSED TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS HAVE BEEN RECOGNIZED (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Unused tax losses [member] | ||
IfrsStatementLineItems [Line Items] | ||
Unused tax losses | $ (29,195,914) | $ (9,982,291) |
Unused tax credits [member] | ||
IfrsStatementLineItems [Line Items] | ||
Unused tax losses | $ (6,338,526) | $ (2,050,255) |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Amorization expense | $ 830,769 | $ 424,080 |
2023 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Amorization expense | 1,500,000 | |
2024 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Amorization expense | 1,420,000 | |
2025 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Amorization expense | 1,330,000 | |
2025, Thereafter [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Amorization expense | 12,930,000 | |
Cost of sales [member] | ||
IfrsStatementLineItems [Line Items] | ||
Amorization expense | $ 830,769 | 424,080 |
Impired of intangible assets | $ 1,100,000 |
SUMMARY OF JURISDICTIONS AND TA
SUMMARY OF JURISDICTIONS AND TAX YEARS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
INDONESIA [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2018 |
INDONESIA [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2022 |
NEW ZEALAND [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2019 |
NEW ZEALAND [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2022 |
SINGAPORE [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2019 |
SINGAPORE [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2022 |
SOUTH AFRICA [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2018 |
SOUTH AFRICA [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2022 |
UK [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2021 |
USA [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2020 |
USA [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Open tax years | 2022 |
DEFERRED TAX ASSETS AND LIABI_3
DEFERRED TAX ASSETS AND LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Uncertain tax positions | $ 0 | $ 0 |
Tax related interest or penalties | $ 0 | $ 0 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses | $ 1,539,791 | $ 390,138 |
Sundry payables | 1,007,222 | 165,307 |
North West Parks Board | 955,591 | 1,177,050 |
VAT | 184,977 | 48,493 |
Other taxation payable | 121,959 | 33,314 |
Derivative liability | 250,000 | |
Total | $ 3,809,540 | $ 2,064,302 |
SUMMARY OF DEFERRED REVENUE (De
SUMMARY OF DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Educational revenue paid in advance | $ 5,594,979 | $ 1,630,723 |
Other prepaid income | 583,797 | 638,473 |
Advance bookings for lodges | 213,217 | 292,716 |
Total | $ 6,391,993 | $ 2,561,912 |
SCHEDULE OF RECONCILIATION OF D
SCHEDULE OF RECONCILIATION OF DEFERRED REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred revenue, beginning balance | $ 2,561,912 | $ 1,546,712 |
Addition | 6,180,022 | 1,773,994 |
Revenue earned | (2,349,941) | (758,794) |
Deferred revenue, ending balance | $ 6,391,993 | $ 2,561,912 |
SUMMARY OF LOANS PAYABLE (Detai
SUMMARY OF LOANS PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Loans payable – current portion | $ 334,391 | $ 65,415 |
Loans payable – non-current portion | 428,025 | 85,858 |
Total | $ 762,416 | $ 151,273 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other non-current assets | $ 26,108 | $ 501,750 |
SCHEDULE OF LINE OF CREDIT FOR
SCHEDULE OF LINE OF CREDIT FOR WORKING CAPITAL REQUIREMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Outstanding | $ 762,416 | $ 151,273 |
Ird loan [member] | Education angels line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 20,063 | |
Interest Rate | 3.25% | |
Outstanding | $ 16,900 | |
Borrowings start date | 2020 | |
Tensure | 60 months | |
Juke nwn765 [member] | Education angels line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 19,679 | |
Interest Rate | 1.30% | |
Outstanding | $ 12,254 | |
Borrowings start date | 2021 | |
Tensure | 36 months | |
Qashqai nwn767 [member] | Education angels line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 22,258 | |
Interest Rate | 1.20% | |
Outstanding | $ 13,886 | |
Borrowings start date | 2021 | |
Tensure | 36 months | |
Qashqai nwn766 [member] | Education angels line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 22,258 | |
Interest Rate | 1.20% | |
Outstanding | $ 14,475 | |
Borrowings start date | 2022 | |
Tensure | 36 months | |
Lloyds cbil [member] | Mastermind principles and property investors network line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 239,540 | |
Interest Rate | 2.80% | |
Outstanding | $ 167,678 | |
Borrowings start date | 2020 | |
Tensure | 60 months | |
Funding circle loan mpl [member] | Mastermind principles and property investors network line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 380,804 | |
Interest Rate | 9.30% | |
Outstanding | $ 305,787 | |
Borrowings start date | 2022 | |
Tensure | 48 months | |
The funding circle [member] | Mastermind principles and property investors network line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 116,054 | |
Interest Rate | 9.30% | |
Outstanding | $ 93,193 | |
Borrowings start date | 2022 | |
Tensure | 48 months | |
Lloyds bounce back loan [member] | Mastermind principles and property investors network line of credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan Amount | $ 51,378 | |
Interest Rate | 2.50% | |
Outstanding | $ 41,335 | |
Borrowings start date | 2022 | |
Tensure | 72 months |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SGD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 SGD ($) | Sep. 30, 2019 SGD ($) | |
Not later than one year [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Annual estimated total principal repayments | $ 361,019 | |||||
Later than one year and not later than two years [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Annual estimated total principal repayments | 237,970 | |||||
Later than two years and not later than three years [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Annual estimated total principal repayments | 146,893 | |||||
Later than three years and not later than four years [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Annual estimated total principal repayments | 8,267 | |||||
Later than four years and not later than five years [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Annual estimated total principal repayments | 8,267 | |||||
Line of credit [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Notional amount | $ 296,912 | $ 400,000 | ||||
Repayment of principal and accrued interest | $ 72,492 | $ 98,589 | $ 67,220 | $ 91,063 | ||
Lines of credit repayable over 36 monthly installments [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Notional amount | $ 74,228 | $ 100,000 | ||||
Number of monthly installments | 36 months | |||||
Interest rate | 8% | 8% | ||||
Margin percentage | 0.88% | 0.88% | ||||
Prepayments fee percentage | 6.88% | |||||
Lines of credit repayable over 60 monthly installments [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Notional amount | $ 222,684 | $ 300,000 | ||||
Number of monthly installments | 60 months | |||||
Interest rate | 6.25% | 6.25% |
SCHEDULE OF LOANS FROM RELATED
SCHEDULE OF LOANS FROM RELATED PARTIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Total loans payable to related parties | $ 2,933,819 | $ 425,551 |
Other loans payable to related parties, non-current | 1,729 | |
Loan payable to related parties for the acquisition of wealth dynamics [member] | ||
IfrsStatementLineItems [Line Items] | ||
Other loans payable to related parties, current | 425,551 | |
Non-current portion. | ||
Total loans payable to related parties | 425,551 | |
Other loans payable to related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Other loans payable to related parties, current | 2,932,090 | |
Other loans payable to related parties, non-current | $ 1,729 |
LOANS PAYABLE _ RELATED PARTI_3
LOANS PAYABLE — RELATED PARTIES (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2022 ZAR (R) | |
IfrsStatementLineItems [Line Items] | ||||
Amounts payable, related party transactions | $ 2,933,819 | $ 425,551 | ||
Jeff hays [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Amounts payable, related party transactions | 250,000 | |||
Patrick gentempo [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Amounts payable, related party transactions | 250,000 | |||
Entrepreneurs institute [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Amounts payable, related party transactions | 400,000 | |||
Entrepreneurs institute australia pty ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Services received related party transactions | 325,243 | 319,464 | ||
Geniusu web services india pvt ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Services received related party transactions | 209,322 | $ 162,930 | ||
Revealed films [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Amounts payable, related party transactions | 500,000 | |||
Revealed films [member] | Related parties [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Non-interest bearing payable | $ 2,000,000 | |||
ESquared education enterprises pty ltd [member] | Related parties [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Non-interest bearing payable | $ 299,231 | R 3,600,000 |
SCHEDULE OF CONVERTIBLE DEBT OB
SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Convertible debt obligations, current portion | $ 5,752,328 | $ 507,765 |
Convertible debt obligations, non-current portion | 2,223,523 | 766,245 |
Convertible debt [member] | ||
IfrsStatementLineItems [Line Items] | ||
Convertible debt obligations, beg, gross | 1,274,010 | 1,531,639 |
Addition | 9,599,390 | |
Converted to equity | (459,370) | (257,629) |
Converted to short term debt | (539,245) | |
Repayment | (509,311) | |
Deferred debt discount and Cost of Fund Raise | (1,389,623) | |
Convertible debt obligations, end, net | $ 7,975,851 | $ 1,274,010 |
CONVERTIBLE DEBT OBLIGATIONS (D
CONVERTIBLE DEBT OBLIGATIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible notes 2019 [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | $ 503,311 | |||
Debt repayment amount | 4,454 | |||
Accrued interest converted | $ 18 | |||
Number of shares issued upon conversion of debt | 743 | |||
Debt conversion unpaid amount | $ 207,765 | |||
Convertible notes 2019 [member] | Entrepreneur resorts [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | $ 2,256,178 | |||
Convertible notes 2019 [member] | Entrepreneur resorts [member] | Bottom of range [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Bear interest at rate | 10% | |||
Convertible notes 2019 [member] | Entrepreneur resorts [member] | Top of range [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Bear interest at rate | 12% | |||
Convertible notes 2019 [member] | Genius group ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | $ 1,819,145 | |||
Convertible note issuances | $ 36,383 | |||
Convertible notes 2019 [member] | Genius group ltd [member] | Bottom of range [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Bear interest at rate | 10% | |||
Convertible notes 2019 [member] | Genius group ltd [member] | Top of range [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Bear interest at rate | 12% | |||
Senior secured convertible note [member] | Genius group ltd [member] | Securities purchase agreement [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | 18,130,000 | |||
Purchase of shares | $ 17,000,000 | |||
Initial fixed price | $ 5.17 | |||
Convertible notes 2020 [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | $ 6,000 | 161,500 | ||
Debt repayment amount | 221,000 | |||
Accrued interest converted | $ 3,764 | 6,170 | ||
Number of shares issued upon conversion of debt | 37,463 | |||
Debt conversion unpaid amount | $ 539,245 | $ 766,245 | ||
Convertible notes 2020 [member] | Geniusu limited [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Number of shares issued upon conversion of debt | 13,306 | |||
Convertible notes 2020 [member] | Geniusu limited [member] | Bottom of range [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Exercise price | $ 10 | |||
Convertible notes 2020 [member] | Geniusu limited [member] | Top of range [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Exercise price | $ 15 | |||
Convertible notes 2022 [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | 707,306 | |||
Accrued interest converted | 235,146 | |||
Debt conversion unpaid amount | $ 7,975,851 | $ 0 | ||
Interest | 1,515,891 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) | Dec. 31, 2022 USD ($) |
Derivative Liabilities | |
Options | $ 24 |
Contingent consideration | 12,447,396 |
Derivative liabilities | $ 36,488,594 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES OPTIONS EXPLANATORY (Details) | Dec. 31, 2022 USD ($) |
IfrsStatementLineItems [Line Items] | |
Adjustments | $ 24 |
Written put options [member] | |
IfrsStatementLineItems [Line Items] | |
Acquisition Value | 10,551,000 |
Adjustments | 13,490,198 |
Adjustments | 24,041,198 |
Written put options [member] | Property investors network [member] | |
IfrsStatementLineItems [Line Items] | |
Acquisition Value | 10,100,000 |
Adjustments | 12,250,000 |
Adjustments | 22,350,000 |
Written put options [member] | ESquared enterprises ltd [Member] | |
IfrsStatementLineItems [Line Items] | |
Acquisition Value | 451,000 |
Adjustments | 1,240,198 |
Adjustments | $ 1,691,198 |
SCHEDULE OF CONTINGENT CONSIDER
SCHEDULE OF CONTINGENT CONSIDERATION EXPLANATORY (Details) - USD ($) | Dec. 31, 2022 | Oct. 04, 2022 | Apr. 30, 2022 |
IfrsStatementLineItems [Line Items] | |||
Closing Value | $ 12,447,396 | ||
Revealed films [member] | |||
IfrsStatementLineItems [Line Items] | |||
Closing Value | $ 20,380,397 | ||
Property investors network [member] | |||
IfrsStatementLineItems [Line Items] | |||
Closing Value | $ 29,655,000 | ||
Contingent consideration [member] | |||
IfrsStatementLineItems [Line Items] | |||
Acquisition Value | 12,098,396 | ||
Adjustments | 349,000 | ||
Closing Value | 12,447,396 | ||
Contingent consideration [member] | Revealed films [member] | |||
IfrsStatementLineItems [Line Items] | |||
Acquisition Value | 10,380,396 | ||
Adjustments | |||
Closing Value | 10,380,396 | ||
Contingent consideration [member] | University of antelope valley [member] | |||
IfrsStatementLineItems [Line Items] | |||
Acquisition Value | 1,017,000 | ||
Adjustments | 191,000 | ||
Closing Value | 1,208,000 | ||
Contingent consideration [member] | Property investors network [member] | |||
IfrsStatementLineItems [Line Items] | |||
Acquisition Value | 701,000 | ||
Adjustments | 158,000 | ||
Closing Value | $ 859,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
IfrsStatementLineItems [Line Items] | |
Value of shares held by seller for issuance of options | $ 10.2 |
Value of shares held by seller for issuance of options | $ 3 |
Description of other inputs to options pricing model, share options granted | if the Company’s shares trade below $5.81 ($34.87 pre-split) at the agreed value of $1,907,598 at any given point of time from the date of commencement to two years. The change in the fair value of the put option is recorded as a gain or loss to revaluation adjustment of contingent liabilities on the Statement of Operations and Comprehensive Loss during the year 2022. |
Revealed films [member] | |
IfrsStatementLineItems [Line Items] | |
Description of contingent consideration | The company has agreed to pay top up consideration of 1.5X the difference between the revenue in 2023, 2024 and 2025 if the revenue growth is higher than $7 million and a profit of at least 7%. The revenue growth is calculated as revenue during the year minus $7 million or previous year’s revenue if the target was met. The consideration will be paid by issuing Company shares in the assigned ratio for each of the sellers. |
University of antelope valley [member] | |
IfrsStatementLineItems [Line Items] | |
Description of contingent consideration | The company has agreed to the seller of UAV if the amount of UAV’s total revenue in 2022, 2023 and 2024 is an increase over $9 million during each of the year or subsequent year’s total revenue, then the purchaser shall pay an additional cash of an amount equal to the total revenue minus $9 million or previous year’s revenue multiplied by two. The consideration is payable in cash. |
Property investors network [member] | |
IfrsStatementLineItems [Line Items] | |
Description of contingent consideration | The company has agreed to pay the top up consideration if the 2x revenue or 10x EBITDA in 2022, 2023 or 2024 exceeds the purchase price or the previous year’s consideration; the difference between the value will be paid in additional consideration by 90% in shares and 10% in cash. |
ESquared enterprises ltd [Member] | |
IfrsStatementLineItems [Line Items] | |
Description of contingent consideration | The company has agreed to pay top up consideration for the year 2022 and 2023 for the positive difference between 2x annual revenue or 10x EBITDA for the financial year minus the hurdle amount which is the revenue or EBITDA for the previous year. |
SCHEDULE OF STOCK OPTIONS USING
SCHEDULE OF STOCK OPTIONS USING THE BLACK-SCHOLES OPTION PRICING MODEL AND USED THE ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Risk-free interest rate | 4.41% | 0.73% |
Expected volatility | 177.30% | 66% |
Expected dividends | 0% | 0% |
Bottom of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Contractual term (years) | 1 | 1 |
Top of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Contractual term (years) | 3 | 3 |
SUMMARY OF OPTION ACTIVITY (Det
SUMMARY OF OPTION ACTIVITY (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
IfrsStatementLineItems [Line Items] | ||
Weighted average remaining life | 2 years | |
Outstanding Number of options | 1,026,520 | |
Stock Options [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Outstanding Number of options | 539,760 | |
Outstanding, beginning balance | $ / shares | $ 4.74 | |
Weighted average remaining life | 2 years | 1 year |
Outstanding, beginning balance | $ | $ 0 | |
Granted | 560,188 | |
Granted | $ / shares | $ 4.22 | |
Granted weighted average remaining life | 3 years | |
Granted | $ | $ 0 | |
Exercised | (73,428) | |
Exercised | $ / shares | $ 5.81 | |
Exercised weighted average remaining life | 0 years | |
Exercised | $ | $ 0 | |
Outstanding Number of options | 1,026,520 | 539,760 |
Outstanding, ending balance | $ / shares | $ 4.38 | $ 4.74 |
Outstanding, ending balance | $ | $ 0 | $ 0 |
SCHEDULE OF INFORMATION RELATED
SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ 4.38 |
Number of share options outstanding | 1,026,520 |
Weighted average remaining life | 2 years |
Number of share options exercisable outstanding | 466,332 |
2019 share option [member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ 3.56 |
Number of share options outstanding | 257,478 |
Weighted average remaining life | 1 year |
Number of share options exercisable outstanding | 257,478 |
2020 share option [member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ 5.81 |
Number of share options outstanding | 74,640 |
Weighted average remaining life | 1 year |
Number of share options exercisable outstanding | 74,640 |
2021 share option [member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ 5.81 |
Number of share options outstanding | 134,214 |
Weighted average remaining life | 3 years |
Number of share options exercisable outstanding | 134,214 |
2022 employee grants share option [member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ 4.22 |
Number of share options outstanding | 560,188 |
Weighted average remaining life | 3 years |
Number of share options exercisable outstanding | 0 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 13, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||||
Proceeds from sale of future shares | $ 17,308,453 | |||
Shares issued for cash | 2,655,739 | 3,127,442 | ||
Proceeds from sale of future shares, net | 2,701,215 | 3,127,442 | ||
Equity portion of the debt note classified value net of discount and cost of fund raise | 6,893,064 | |||
Proceeds from sale of future shares | 35,098,001 | |||
Purchase of treasury shares | $ 250,000 | |||
Sock based compensation amount | 1,308,784 | 293,837 | ||
Unamortized share based compensation | 3,975,722 | |||
Senior secured convertible note [member] | Genius group ltd [member] | Securities purchase agreement [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate principal amount converted | 18,130,000 | |||
Purchase of shares | 17,000,000 | |||
Tau game lodge [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Expense from share-based payment transactions | 2,189,351 | 181,559 | ||
Genius group ltd ordinary shares [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Expense from share-based payment transactions | 2,600,000 | |||
Ordinary shares [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proceeds from sale of future shares | 15,473,334 | 3,127,442 | ||
Shares issued for cash | 270,476 | |||
Initial public offering [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Shares issued for cash | 22,581,816 | |||
Proceeds from sale of future shares, net | 15,202,858 | |||
GeniusU limited ordinary shares [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Shares issued for cash | 2,655,739 | 3,308,617 | ||
Shares issued value for settlement of loan | $ 350,000 | |||
Shares issued value for payable in cash upon exercise | $ 250,000 | |||
GeniusU limited ordinary shares [member] | Convertible debt instrument [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Convertible debt obligations | $ 936,543 | $ 177,689 | ||
Genius group ltd ordinary shares [member] | Tau game lodge [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Number of share options granted in share based payment arrangement shares | 560,188 | 14,306 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
– Sale of goods | $ 2,527,590 | $ 3,102,210 |
– Rendering of services | 2,110,531 | |
Campus sub-total | 4,638,121 | 3,102,210 |
– Digital | 8,011,319 | 5,192,594 |
– In-Person | 5,544,176 | |
Education sub-total | 13,555,495 | 5,192,594 |
Total Revenue | $ 18,193,616 | $ 8,294,804 |
SCHEDULE OF OTHER OPERATING INC
SCHEDULE OF OTHER OPERATING INCOME (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other income | $ 144,396 | |
Subsidy from government | 490,300 | |
Other operating income | $ 144,396 | $ 490,300 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Salaries, wages, bonuses, and other benefits | $ 8,909,585 | $ 4,197,397 | |
Professional and consulting fees | 2,284,436 | 660,117 | |
Marketing | 1,917,377 | 73,277 | |
Other | 1,559,593 | 1,151,991 | |
Provision for doubtful debts | 1,509,484 | (39,108) | |
Stock-based compensation | 1,308,784 | 293,837 | |
Utilities | 952,056 | 142,019 | |
Travel | 851,139 | 13,356 | |
Development charges | 847,068 | 456,180 | |
Rent expense | 351,730 | 250,994 | |
Repairs and maintenance | 304,938 | 11,144 | |
Athletic program expenses | 277,604 | ||
Total general and administrative expenses | $ 21,073,794 | $ 7,211,204 | [1] |
[1]Restatement details in Note 2 |
SCHEDULE OF COMPANY EARNED INTE
SCHEDULE OF COMPANY EARNED INTEREST INCOME AND INCURRED INTEREST EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Bank and other cash | $ 26,380 | $ (74,081) |
Total interest (expense) income | 26,380 | (74,081) |
Lease liabilities | (491,336) | (131,291) |
Other interest paid – loans | (847,520) | 103,357 |
Amortization of debt discount | 140,837 | |
Total interest expense/ finance costs | (1,338,856) | (375,485) |
Total interest (expense), net | $ (1,312,476) | $ 449,566 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES PROVISIONS (BENEFITS) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||
Current tax on profits for the year | $ 220,570 | ||
Total Current Tax Expense | 220,570 | ||
(Increase) decrease in deferred tax assets | 29,240 | (29,230) | |
Decrease in deferred tax liabilities | (1,313,406) | (99,622) | |
Total Deferred Tax Expense | (1,284,166) | (128,852) | |
(Benefit from) Provision for Income Taxes | (1,063,596) | $ (128,852) | [1] |
Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 220,570 | ||
Total Deferred Tax Expense | (1,135,678) | ||
Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | (124,478) | ||
State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | (24,010) | ||
INDONESIA [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | (29,039) | ||
Total Deferred Tax Expense | (145,289) | ||
(Benefit from) Provision for Income Taxes | (174,328) | ||
INDONESIA [member] | Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | (29,039) | ||
Total Deferred Tax Expense | (145,289) | ||
INDONESIA [member] | Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
INDONESIA [member] | State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
NEW ZEALAND [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 6,050 | ||
Total Deferred Tax Expense | (54,100) | ||
(Benefit from) Provision for Income Taxes | (48,050) | ||
NEW ZEALAND [member] | Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 6,050 | ||
Total Deferred Tax Expense | (54,100) | ||
NEW ZEALAND [member] | Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
NEW ZEALAND [member] | State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
SINGAPORE [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | |||
Total Deferred Tax Expense | 29,503 | ||
(Benefit from) Provision for Income Taxes | 29,503 | ||
SINGAPORE [member] | Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | |||
Total Deferred Tax Expense | 29,503 | ||
SINGAPORE [member] | Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
SINGAPORE [member] | State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
SOUTH AFRICA [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 46,129 | ||
Total Deferred Tax Expense | (607,462) | ||
(Benefit from) Provision for Income Taxes | (561,333) | ||
SOUTH AFRICA [member] | Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 46,129 | ||
Total Deferred Tax Expense | (607,462) | ||
SOUTH AFRICA [member] | Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
SOUTH AFRICA [member] | State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
UK [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 197,430 | ||
Total Deferred Tax Expense | (358,330) | ||
(Benefit from) Provision for Income Taxes | (160,900) | ||
UK [member] | Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | 197,430 | ||
Total Deferred Tax Expense | (358,330) | ||
UK [member] | Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
UK [member] | State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | |||
USA [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | |||
Total Deferred Tax Expense | (148,488) | ||
(Benefit from) Provision for Income Taxes | (148,488) | ||
USA [member] | Foreign [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Current Tax Expense | |||
Total Deferred Tax Expense | |||
USA [member] | Federal [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | (124,478) | ||
USA [member] | State [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total Deferred Tax Expense | $ (24,010) | ||
[1]Restatement details in Note 2 |
SCHEDULE OF RECONCILIATION OF_2
SCHEDULE OF RECONCILIATION OF INCOME TAXES AT THE STATUTORY RATE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Loss from continuing operations before provision for income taxes | $ (56,315,143) | $ (4,618,050) | |
Tax at the Singapore rate of 17% | $ (9,573,574) | $ (785,069) | |
Tax at the Singapore rate | 17% | 17% | |
Reconciling items: | |||
Permanent differences | $ 5,867,054 | $ 31,272 | |
Current period net operating losses not recognised as a deferred tax asset | 3,019,483 | 743,997 | |
Rate differential – non-Singapore entities | (736,092) | (55,045) | |
Other deferred tax activity | 359,533 | (64,007) | |
(Benefit from) Provision for income taxes | $ (1,063,596) | $ (128,852) | [1] |
[1]Restatement details in Note 2 |
SUMMARY OF EARNINGS PER SHARE (
SUMMARY OF EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Loss per share, basic and diluted | $ (2.44) | $ (0.28) | [1] |
Net Loss | $ (55,251,547) | $ (4,489,198) | [1] |
Non-Controlling Interest | (206,021) | (173,959) | [1] |
Loss Attributed to Ordinary Shareholders | $ (55,045,526) | $ (4,315,239) | [1] |
Weighted Average Number of Ordinary Shares | |||
Issued at the beginning of the year | 16,155,812 | 16,155,812 | |
Issued in current Year | 11,549,415 | ||
Issued at the end of the year | 27,705,227 | 16,155,812 | |
Weighted Average | 22,634,366 | 16,155,812 | [1] |
Diluted earnings (loss) per share: | |||
Share Options and RSUs | 1,511,664 | 7,138,140 | |
[1]Restatement details in Note 2 |
SUMMARY OF FINANCIAL ASSETS AND
SUMMARY OF FINANCIAL ASSETS AND LIABILITIES BY LEVEL WITHIN THE FAIR VALUE HIERARCHY (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Financial liabilities at amortised cost, category [member] | Contingent liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 36,488,594 | |
Financial liabilities at amortised cost, category [member] | Convertible debt obligations net [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 1,274,010 | |
Financial assets at amortised cost, category [member] | Cash [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | 16,829,385 | 1,784,938 |
Financial assets at amortised cost, category [member] | Due from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | 44,245 | |
Financial assets at fair value through profit or loss, category [member] | Equity investments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at fair value through profit or loss | 29,069 | |
Level 1 of fair value hierarchy [member] | Financial liabilities at amortised cost, category [member] | Contingent liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Level 1 of fair value hierarchy [member] | Financial liabilities at amortised cost, category [member] | Convertible debt obligations net [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Level 1 of fair value hierarchy [member] | Financial assets at amortised cost, category [member] | Cash [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | 16,829,385 | 1,784,938 |
Level 1 of fair value hierarchy [member] | Financial assets at amortised cost, category [member] | Due from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | ||
Level 1 of fair value hierarchy [member] | Financial assets at fair value through profit or loss, category [member] | Equity investments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at fair value through profit or loss | ||
Level 2 of fair value hierarchy [member] | Financial liabilities at amortised cost, category [member] | Contingent liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Level 2 of fair value hierarchy [member] | Financial liabilities at amortised cost, category [member] | Convertible debt obligations net [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Level 2 of fair value hierarchy [member] | Financial assets at amortised cost, category [member] | Cash [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | ||
Level 2 of fair value hierarchy [member] | Financial assets at amortised cost, category [member] | Due from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | ||
Level 2 of fair value hierarchy [member] | Financial assets at fair value through profit or loss, category [member] | Equity investments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at fair value through profit or loss | ||
Level 3 of fair value hierarchy [member] | Financial liabilities at amortised cost, category [member] | Contingent liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 36,488,594 | |
Level 3 of fair value hierarchy [member] | Financial liabilities at amortised cost, category [member] | Convertible debt obligations net [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,274,010 | |
Level 3 of fair value hierarchy [member] | Financial assets at amortised cost, category [member] | Cash [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | ||
Level 3 of fair value hierarchy [member] | Financial assets at amortised cost, category [member] | Due from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at amortized cost | 44,245 | |
Level 3 of fair value hierarchy [member] | Financial assets at fair value through profit or loss, category [member] | Equity investments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial assets at fair value through profit or loss | $ 29,069 |
SUMMARY OF COMPENSATION AWARDED
SUMMARY OF COMPENSATION AWARDED TO OR EARNED BY OUR EXECUTIVE OFFICERS AND BOARD OF DIRECTORS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Salary | $ 1,184,506 | $ 975,110 |
Stock-based | 553,987 | 43,640 |
Total | $ 1,738,493 | $ 1,018,750 |
SUMMARY OF DETAILED SEGMENT INF
SUMMARY OF DETAILED SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
IfrsStatementLineItems [Line Items] | |||||
Revenues | $ 18,193,616 | $ 8,294,804 | [1] | ||
Depreciation and amortization(1) | [2],[3] | 2,350,640 | 1,574,913 | ||
Loss from operations | (41,582,907) | (4,168,484) | [1] | ||
Net Loss | (55,251,547) | (4,618,050) | |||
Interest Expense, net | (1,312,476) | (449,566) | [1] | ||
Capital Expenditures | |||||
Property and equipment, net | 563,131 | 6,776,116 | $ 7,596,990 | ||
Total Assets | 91,259,627 | 17,595,407 | |||
Total Liabilities | 77,304,791 | 9,609,411 | |||
Depreciation and amortisation expense | 1,182,413 | 38,864 | [1] | ||
Operating expense | 50,222,196 | 6,925,942 | [1] | ||
Education [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Revenues | 13,555,495 | 5,192,594 | |||
Depreciation and amortization(1) | [2],[3] | 1,245,215 | 426,740 | ||
Loss from operations | (31,836,870) | (2,153,975) | |||
Net Loss | (45,358,626) | (2,252,795) | |||
Interest Expense, net | (943,916) | (98,819) | |||
Capital Expenditures | |||||
Property and equipment, net | 563,131 | 15,442 | |||
Total Assets | 88,120,390 | 5,122,967 | |||
Total Liabilities | 71,656,141 | 3,589,315 | |||
Operating expense | 667,217 | 0 | |||
Education [member] | Cost of sales [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Depreciation and amortisation expense | 577,998 | 426,740 | |||
Campus [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Revenues | 4,638,121 | 3,102,210 | |||
Depreciation and amortization(1) | [2],[3] | 1,105,425 | 1,148,173 | ||
Loss from operations | (9,746,037) | (2,014,509) | |||
Net Loss | (9,892,921) | (2,365,255) | |||
Interest Expense, net | (368,560) | (350,747) | |||
Capital Expenditures | |||||
Property and equipment, net | 6,760,674 | ||||
Total Assets | 3,139,237 | 12,472,440 | |||
Total Liabilities | 5,648,650 | 6,020,096 | |||
Operating expense | 515,197 | 38,864 | |||
Campus [member] | Cost of sales [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Depreciation and amortisation expense | $ 590,228 | $ 1,109,309 | |||
[1]Restatement details in Note 2[2]Consists of $ 577,998 426,740 667,217 0 590,228 1,109,309 515,197 38,864 |
SUMMARY OF DETAILED SEGMENT I_2
SUMMARY OF DETAILED SEGMENT INFORMATION (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||
Operating expense | $ 50,222,196 | $ 6,925,942 | [1] |
Education [member] | |||
IfrsStatementLineItems [Line Items] | |||
Operating expense | $ 667,217 | $ 0 | |
[1]Restatement details in Note 2 |
SUMMARY OF REVENUE AND NON-CURR
SUMMARY OF REVENUE AND NON-CURRENT ASSETS BY GEOGRAPHIC LOCATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | $ 67,009,180 | $ 11,099,245 | |
Revenue | 18,193,616 | 8,294,804 | [1] |
Europe middle east africa [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 16,265,594 | 8,477,393 | |
Revenue | 6,260,763 | 3,503,395 | |
Asia Pacific [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 28,912,056 | 2,120,102 | |
Revenue | 4,308,417 | 3,343,245 | |
North america south america [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 21,831,530 | 501,750 | |
Revenue | 7,624,436 | 1,448,164 | |
Education [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 59,422,918 | 502,352 | |
Revenue | 13,555,495 | 5,192,594 | |
Education [member] | Europe middle east africa [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 12,792,087 | 602 | |
Revenue | 3,857,193 | 1,948,567 | |
Education [member] | Asia Pacific [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 24,799,301 | ||
Revenue | 2,073,866 | 1,795,863 | |
Education [member] | North america south america [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 21,831,530 | 501,750 | |
Revenue | 7,624,436 | 1,448,164 | |
Campus [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 7,586,262 | 10,596,893 | |
Revenue | 4,638,121 | 3,102,210 | |
Campus [member] | Europe middle east africa [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 3,473,507 | 8,476,791 | |
Revenue | 2,403,570 | 1,554,828 | |
Campus [member] | Asia Pacific [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | 4,112,755 | 2,120,102 | |
Revenue | 2,234,551 | 1,547,382 | |
Campus [member] | North america south america [member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets | |||
Revenue | |||
[1]Restatement details in Note 2 |
EVENTS AFTER THE REPORTING PE_2
EVENTS AFTER THE REPORTING PERIOD (Details Narrative) - USD ($) shares in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 29, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||||
Borrowings | $ 762,416 | $ 151,273 | ||
Nonadjusting event [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Percentage of outstanding shares | 95% | |||
Convertible debt obligation [member] | Nonadjusting event [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Loan Amount | $ 5,900,000 | |||
Number of shares converted | 17.3 | |||
Borrowings | $ 18,000,000 | |||
Convertible debt obligation [member] | Nonadjusting event [member] | Ordinary shares [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Number of shares issued | 13 |