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ITEM 16B. CODE OF ETHICS

A Code of Ethics is a written standard designed to deter wrongdoing and to promote:

●honest and ethical conduct,
●full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,
●compliance with applicable laws, rules and regulations,
●the prompt reporting violation of the code to an appropriate person or persons identified in the code and
●accountability for adherence to the code.

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, and also contains provisions that apply only to our principal executive officer, principal financial and accounting officers and persons performing similar functions. A copy of our Code of Business Conduct and Ethics is incorporated by reference as an exhibit to this Annual Report and posted on our website at https://www.geniusgroup.net/.

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