Genius Group Ltd

We have had a number of significant changes since the date of our audited consolidated financial statements included in this Annual Report. These include:

On or about April 18, 2024, LZGI completedthe acquisition of FatBrain/Primesource by 73,873,784 of its common shares issued to LZG International, Inc. (which in conjunction with the assumption of approximately $12.5 million in obligations constituted the purchase price for the acquisition).

FatBrain AI is an AI-driven SAAS company co-founded by serial entrepreneur, Peter B. Ritz, and exec chaired by Michael T. Moe, Founder and CEO of GSV, ASU-GSV Summit, GSV Ventures, an early investor in 16 out of 30 Edtech unicorns including Coursera, Chegg, ClassDojo, Course Hero, Masterclass, and Guild Education.

FatBrain AI delivers peer intelligence and hierarchical insights to connect GOV, F500 and SMEs (Companies with 500 or less employees) with a variety of sector-specific SAAS solutions. The partnership signed between Genius Group and FatBrain AI will enable the delivery of a full end-to-end AI Education Ecosystem which includes:

The parties intend to launch globally the overarching AI Education Ecosystem in early 2024.

FatBrain AI provides powerful and easy-to-use AI solutions to empower the enterprise stars of tomorrow to grow, innovate, and drive the majority of the global economy. FatBrain’s AI 2.0 technologies and advanced data services transform continuous learning, narrative reasoning, large language models, cloud and blockchain technologies into auditable, explainable and easy to integrate AI solutions. FatBrain’s subscriptions allow all companies to deploy its advanced AI solutions quickly, easily, and securely behind their firewalls or via cloud. FatBrain’s global delivery includes 600+ team across design, development centers in the US, UK, India and Kazakh Republic.

Historical Development

LZG International, Inc. was incorporated in the state of Florida on May 22, 2000, as LazyGrocer.Com, Inc. On August 28, 2009, LZGI’s name was changed to LZG International, Inc. Prior to the transaction on October 23, 2021, LZGI was a blank check company and had limited operations.

On October 23, 2021, LZGI executed an “IT Asset Purchase Agreement” with FatBrain, LLC, a previously unrelated entity, for certain intellectual properties, including patents pending, proprietary technology, licenses, software, development plans and contractual rights. The intellectual property is comprised of an AI Technology with many commercial applications, the first being “Angelina FX”. As consideration, LZGI issued 10,000,000 shares of common stock to FatBrain, LLC’s material non-controlling member, Peter B. Ritz. The mutually agreed upon asset fair market value of $348,000 was allocated 100% to the Angelina FX software due to the assignment of contractual rights to LZGI of a licensing agreement previously entered into on May 7, 2021, between FatBrain and a non-related party, Tempus, Inc. This transaction resulted in a change in control of LZGI, whereby Mr. Ritz is the owner of 97.6% of LZGI’s issued and outstanding common stock.

The FatBrain IT Assets acquired in the IT Asset Purchase Agreement include software that uses artificial intelligence to help companies automate enterprise decision cycles to learn, explain and intervene for better outcomes across all business interactions. The software continuously learns from historical transactions, incumbent models and in-house expert teams to deliver a unified framework binding structured and unstructured data in text, numerical, network/graph and video formats. The FatBrain software leverages modern advances in machine learning and cloud economics to enable sustained operational advantages of (i) simplicity with smaller, denser models using vector embeddings, (ii) auditability with explainable, trusted quantification and de-biasing using blockchain, (iii) quality work with noisy, sparse, imbalances or missing date using generative autoencoders, and (iv) technology using transfer and active learning. LZGI has initiated the commercialization of the technology and we have spoken to several potential clients.

On June 17, 2022, LZGI entered into a Master Stock Purchase Agreement with two individuals, Yevgeniy Chsherbinin and Victor Nazarov through its wholly owned subsidiary, FB Prime Source Acquisition, LLC to acquire Prime Source, a Kazakhstani corporation and Prime Source’s affiliates consisting of Prime Source Innovation, Prime Source – Analytical Systems, Digitalism, and InFin-IT Solution (together with Prime Source, the “Prime Source Companies”). The agreed upon purchase price of $18,000,000 is payable on a payment schedule. Subsequent to this acquisition, LZGI ran its AI business through its FB Primesource subsidiary, which was the entity for which all equity interests have been purchased by Genius Group.

Our Business

We’re the leading AI Solutions company empowering 500M-strong star enterprises of tomorrow (aka MSMEs) to grow, innovate, and drive the majority of the global economy.

Our purpose is to:

Our market is large and undeserved, driven by the common challenges faced by MSMEs worldwide and addressable through the combination of our AI Solutions and our simple subscription model. Today, most MSMEs face the explosion of AI and data signals from thousands of business applications, yielding millions of decision factors. Large F500 companies and governments have the resources to address their AI solution needs from McKinsey, Big 4 Consultancies, C3AI, Palantir et al. We sell AI Solutions delivering insights across the commonplace, yet unified needs of MSMEs worldwide, focusing on helping them improve to:

The problems facing 500M MSMEs today have been aggravating business owners for decades: too much data; too many variables; not enough time. However now, with our AI 2.0 Solutions MSMEs can solve these problems by harnessing the hidden insights from both their existing individual behavior and peer market data.

Our sustainable competitive advantage comprises what we call “Peer Intelligence AI” or “AI 2.0” solutions and technologies which work to harness the power of permissioned private data and insights from thousands of MSMEs aligned to the relevant public data signals to advance the knowledge of the unified market dynamics. That is, Peer Intelligence AI works by connecting into the clients’ existing SaaS products (e.g., Intuit’s QuickBooks, Shopify, HubSpot, Salesforce, 1C, Xero, Slack, and more), where all their business data lives and aligning the data with millions of relevant market signals, including:

Once our Outcomes™ engine has aligned all of the thousands of different signals (internal and external), it drives the FatBrain AI 2.0 Solutions marketplace where, alongside FatBrain expert coaches it turns meaningless data into actionable insights:

Our clients gain regular, valuable actions to improve their business decisions and save time and money, while also being able to benchmark themselves against their market peers and industry comparables, gaining:

Our go to market uses extended enterprise reach focusing on networks of similarly situated peers across industry sectors. For example, we’re able to offer our FX AI 2.0 Solutions to the two million importers and exporters filing disclosures with the US Customs office to quantify their purchase cycles to minimize their currency risks. Similarly, we’re able to offer our InsureTech AI solutions to the three hundred thousand independent agents to save time by auto-matching the right products to right clients while and helping the agents to get paid faster.

We believe that nearly every one of the MSMEs globally faces challenges that our AI Solutions are designed to address. Our focus in the near term is to build partnerships with institutions that have the leadership necessary to effect structural change within their extended supply chain — to reconstitute their operations around data. Over the long term, we believe that many of the global MSMEs in the markets we serve will become a potential client.