As
filed with the Securities and Exchange Commission on January 16, 2024
Registration
No. 333-273841
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM F-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
GENIUS
GROUP LIMITED
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
| Singapore |
|
8200 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
number) |
8
Amoy Street, #01-01
Singapore
049950
Tel:
+65 8940 1200
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
DE 19711
Tel:
(302) 738-6680
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications
sent
to agent for service, should be sent to:
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
Tel:
(516) 217-6379
Fax:
(866) 705-3071 |
|
Katten
Muchin Rosenman LLP
525
W. Monroe Street
Chicago,
IL 60661-3693
Attn:
Mark D. Wood
Alyse
Sagalchik
Tel:
(312) 902-5200 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-273841
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
| |
|
Emerging
growth company |
| |
|
|
| |
|
☒ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
The
Registration Statement on Form F-1 (No. 333-273841)
of Genius Group Limited was declared effective by the Securities and Exchange Commission (the “Commission”) as of
5:00 PM Eastern Time on January 11, 2024. This Post-Effective Amendment No. 1 to that Registration Statement is being filed with
the Commission pursuant to Rule 462(d) solely to file updated Exhibits 5.1 and 5.2 as part of the Registration Statement. This
Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration statement other than supplementing
Item 8 of Part II as set forth below and shall become effective upon filing with the Commission in accordance with Rule 462(d) under the Securities
Act of 1933, as amended.
Item
8. Exhibits and Financial Statement Schedules.
The
exhibits listed below are filed or incorporated by reference as part of this Registration Statement on Form F-1.
Signatures
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Singapore, on January 16, 2024.
| GENIUS
GROUP LIMITED |
|
| |
|
|
| By: |
/s/
Roger James Hamilton |
|
| Name: |
Roger
James Hamilton |
|
| Title: |
Chief
Executive Officer |
|
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Roger James Hamilton |
|
Chief
Executive Officer, Chairman |
|
January
16, 2024 |
| Roger
James Hamilton |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Suraj Naik |
|
Chief
Technology Officer, |
|
January
16, 2024 |
| Suraj
Naik |
|
Director |
|
|
| |
|
|
|
|
| /s/
Jeremy Harris |
|
Chief
Financial Officer |
|
January
16, 2024 |
| Jeremy
Harris |
|
(principal
financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/
Richard J. Berman |
|
Director |
|
January
16, 2024 |
| Richard
J. Berman |
|
|
|
|
| |
|
|
|
|
| /s/
Salim Ismail |
|
Director |
|
January
16, 2024 |
| Salim
Ismail |
|
|
|
|
| |
|
|
|
|
| /s/
Eric Pulier |
|
Director |
|
January
16, 2024 |
| Eric
Pulier |
|
|
|
|
Power
of Attorney
KNOW
ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Roger Hamilton, as his
or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to
sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant
to Rule 462(b) promulgated under the Securities Act of 1933 increasing the number of shares for which registration is sought, and all
post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making
such changes in this registration statement as such attorney-in-fact and agent so acting deem appropriate, with the SEC, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be
done with respect to the offering of securities contemplated by this registration statement, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or any of them, or his,
her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Roger James Hamilton |
|
Chief
Executive Officer, |
|
January
16, 2024 |
| Roger
James Hamilton |
|
Chairman
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/
Jeremy Harris |
|
Chief
Financial Officer |
|
January
16, 2024 |
| Jeremy
Harris |
|
(principal
financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/
Suraj Naik |
|
Chief
Technology Officer, Director |
|
January
16, 2024 |
| Suraj
Naik |
|
|
|
|
| |
|
|
|
|
| /s/
Richard J. Berman |
|
Director |
|
January
16, 2024 |
| Richard
J. Berman |
|
|
|
|
| |
|
|
|
|
| /s/
Salim Ismail |
|
Director |
|
January
16, 2024 |
| Salim
Ismail |
|
|
|
|
| |
|
|
|
|
| /s/
Eric Pulier |
|
Director |
|
January
16, 2024 |
| Eric
Pulier |
|
|
|
|
Signature
of Authorized Representative in The United States
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Genius Group Limited, has
signed this registration statement or amendment thereto in Newark, Delaware on January 16, 2024.
| PUGLISI
& ASSOCIATES |
|
| |
|
|
| By: |
/s/
Mr. Donald J. Puglisi |
|
| Name: |
Mr.
Donald J. Puglisi |
|
| Title: |
Managing
Director |
|
EXHIBIT
5.1
| From : Leonard Ching |
Mob : +65 9819 4320 |
| leonard.ching@allenandgledhill.com |
Fax : +65 6302 3111 |
| |
|
| Our reference: LCTP/ |
16 January 2024 |
| Your reference: |
|
| |
|
|
Genius Group Limited
8 Amoy Street #01-01
Singapore 049950
Board of Directors of Genius Group Limited |
|
Dear
Sirs
GENIUS GROUP LIMITED (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM F-1
| 1. |
We have acted as Singapore
legal counsel to the Company in connection with the preparation of the Company’s Registration Statement on Form F-1, as amended
(File No. 333-273841), including a related prospectus filed therewith (collectively, the “Registration Statement”),
filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement has been filed to register the sale of: |
| |
(a) |
up to 23,571,429 ordinary
shares of the Company (the “Investor Shares”); |
| |
(b) |
up to 23,571,429 Series
2024-A ordinary share warrants each to purchase one ordinary share of the Company (the “Series 2024-A Ordinary Share Warrants”)
and up to 23,571,429 Series 2024-C ordinary share warrants each to purchase one ordinary share of the Company (the “Series
2024-C Ordinary Share Warrants”, and together with the Series 2024-A Ordinary Share Warrants, the “Ordinary Share
Warrants”); |
| |
(c) |
up to 23,571,429 pre-funded
Series 2024-B ordinary share warrants each to purchase one ordinary share of the Company (the “Pre-Funded Warrants”
and, together with the Ordinary Share Warrants, the “Investor Warrants”); |
| |
(d) |
up to 47,142,858 ordinary
shares of the Company issuable pursuant to the exercise of the Ordinary Share Warrants (the “Ordinary Warrant Shares”); |
| |
(e) |
up to 23,571,429 ordinary
shares of the Company issuable pursuant to the exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”
and, together with the Ordinary Warrant Shares, the “Investor Warrant Shares”); |
| |
(f) |
placement agent warrants
to purchase up to 1,035,714 ordinary shares of the Company (the “Placement Agent Warrants”); and |
| |
(g) |
up to 1,035,714 ordinary
shares of the Company issuable pursuant to the exercise of the Placement Agent Warrants (the “Placement Agent Shares”
and, together with the Investor Shares, the Investor Warrant Shares and the Placement Agent Warrants, the “Registered Securities”). |
We
have taken instructions solely from the Company. This opinion is being rendered solely to the Company in connection with the filing of
the Registration Statement.
| 2. |
For the purpose of rendering
this opinion, we have examined: |
| |
(a) |
copies of (i) the securities
purchase agreement (the “Securities Purchase Agreement”) entered into by the Company and each of the purchasers
signatory thereto, containing the form of the constitutive documents for each of the Series 2024-A Ordinary Share Warrants, the Series
2024-C Ordinary Share Warrants and the Pre-Funded Warrants, (ii) the convertible bridge loan agreement in the principal amount of
US$2.1 million entered into by the Company and Roger James Hamilton, dated 16 October 2023, as amended (the “Loan Document”),
and (iii) the engagement agreement, as amended to date, a copy of which was filed as Exhibit 1.1 to the Registration Statement (the
“Engagement Agreement”); |
| |
(b) |
a copy of the Registration
Statement; |
| |
(c) |
a copy of the Constitution
of the Company; |
| |
(d) |
a
copy of the Certificate Confirming Incorporation of Company dated 15 January 2024 issued by the Accounting and Corporate Regulatory
Authority of Singapore (“ACRA”) confirming that the Company is a public company limited by shares; |
| |
(e) |
a copy of the Notice of
Annual General Meeting (the “2023 AGM”) dated 19 June 2023 (the “Notice of AGM”) containing
the resolutions of the Company’s shareholders (the “Shareholders”) to approve, among other things, issuances
of shares and instruments (the “Shareholders’ Resolutions”); |
| |
(f) |
a copy of the minutes of
the 2023 AGM which was held on 12 July 2023 evidencing that all of the Shareholders’ Resolutions in the Notice of AGM have
been duly passed; |
| |
(g) |
copies of the resolutions
in writing of the board of directors of the Company dated 3 January 2024 and 12 January 2024 (the “Board Resolutions”);
and |
| |
(h) |
such other documents as
we have considered necessary or desirable in order that we may render this opinion. |
| 3. |
Save as expressly provided
in paragraph 5 of this legal opinion, we express no opinion whatsoever with respect to any agreement or document described in paragraph
2 of this legal opinion. |
| |
(a) |
the correctness of all
facts stated in all documents submitted to us; |
| |
(b) |
the
genuineness of all signatures and seals on all documents and the completeness, and the conformity to original documents, of all copies
submitted to us; |
| |
(c) |
that
copies of each of the Board Resolutions and the Shareholders’ Resolutions submitted to us for examination are true, complete
and up-to-date copies and have not been modified, supplemented or superseded; |
| |
(d) |
that
the Board Resolutions and the Shareholders’ Resolutions have not been rescinded or modified and they remain in full force and
effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions or the
Shareholders’ Resolutions; |
| |
(e) |
that
the appointment of any corporate representatives in relation to the Shareholders’ approval obtained under the Shareholders’
Resolutions had been validly authorised; |
| |
(f) |
that
the Company was converted into a public company on 31 July 2019 in accordance and in compliance with Section 31(2) of the Companies
Act 1967 of Singapore; |
| |
(g) |
that
(i) the information disclosed by the electronic searches made on 15 January 2024 (the “ACRA Searches”)
of the electronic records of the ACRA against the Company is true and complete, (ii) such information has not since then been materially
altered, and (iii) the ACRA Searches did not fail to disclose any material information which has been delivered for filing but did
not appear on the public file at the time of the ACRA Searches; |
| |
(h) |
that
where a document has been submitted to us in draft form, it will be executed in the form of that draft; |
| |
(i) |
that
(a) none of the parties involved in the transaction or any of their respective officers or employees has notice of any matter which
would adversely affect the validity or regularity of the Board Resolutions and the Shareholders’ Resolutions and (b) the Board
Resolutions and the Shareholders’ Resolutions have not been rescinded or modified and they remain in full force and effect
and that no other resolution or action has been taken which may affect the validity of the Board Resolutions and the Shareholders’
Resolutions; |
| |
(j) |
that
save as disclosed in the Board Resolutions, no director of the Company has an interest in the transactions contemplated by the Registration
Statement; and |
| |
(k) |
the
Registered Securities will be issued either (i) pursuant to the Shareholders’ Resolutions obtained at the 2023 AGM before the
conclusion of the next Annual General Meeting of the Company subsequent to the date of this letter or the date by which the next
Annual General Meeting of the Company subsequent to the date of this letter is required by law to be held, whichever is the earlier
(the “Shareholders’ Resolutions Expiration Date”); or (ii) in the event that the Registered Securities are
issued after the Shareholders’ Resolutions Expiration Date, pursuant to a further approval of the Shareholders validly obtained
pursuant to Section 161 of the Companies Act 1967 of Singapore. |
| 5. |
Based
upon and subject to the foregoing, and subject to any matters or documents not disclosed to us, we are of the opinion that the Registered
Securities to be issued by the Company pursuant to the Shareholders’ Resolutions obtained at the 2023 AGM referred to in Paragraph
4(k) above and, in the event that the Registered Securities are to be issued after the Shareholders’ Resolutions Expiration
Date, assuming that a further approval of the Shareholders is validly obtained pursuant to Section 161 of the Companies Act 1967
of Singapore, being (i) the Investor Shares, when issued and sold as contemplated in the Registration Statement, and upon payment
and delivery in accordance with the Securities Purchase Agreement or the Loan Agreement, as applicable, will be validly issued, fully
paid and non-assessable, (ii) the Investor Warrant Shares, when issued and sold as contemplated in the Registration Statement and
paid for in accordance with the terms of the Investor Warrants, will be validly issued, fully paid and non-assessable, and (iii)
the Placement Agent Shares, when issued as contemplated in the Registration Statement and the Engagement Letter, and paid for in
accordance with the terms of the Placement Agent Warrants, will be validly issued, fully paid and non-assessable. |
| 6. |
For
the purposes of this opinion, we have assumed that the term “non-assessable” in relation to the Registered Securities
offered means under Singapore law that holders of such securities, having fully paid up all amounts due on such shares as to the
issue price thereon, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities
purely as holders of such securities. |
| 7. |
This
opinion relates only to the laws of general application of the Republic of Singapore as published at the date hereof and as currently
applied by the courts of the Republic of Singapore, and is given on the basis that it will be governed by and construed in accordance
with the laws of the Republic of Singapore. We have made no investigation of, and do not express or imply any views on, the laws
of any country other than the Republic of Singapore. In respect of the Registration Statement, we have assumed due compliance with
all matters concerning the laws of all jurisdictions. |
| 8. |
We
hold ourselves out as only having legal expertise and our statements in this letter are made only to the extent that a law firm practising
Singapore law in the Republic of Singapore, having our role in connection with the filing of the Registration Statement, would reasonably
be expected to have become aware of relevant facts and/or to have identified the implications of those facts. As the primary purpose
of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical matters and
because of the wholly or partially non-legal character of many of the statements in the Registration Statement, we express no opinion
or belief on and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in
the Registration Statement and we make no representation that we have independently verified the accuracy, completeness or fairness
of such statements. Without limiting the foregoing, we express no opinion or belief and assume no responsibility for, and have not
independently verified the accuracy, completeness or fairness of any financial statements and schedules and other financial and statistical
data included or incorporated in the Registration Statement and we have not examined the accounting, financial or statistical records
from which such financial statements, schedules and data are derived. |
| 9. |
Our
opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in
connection with the filing of the Registration Statement or otherwise including, but without limitation, any other document signed
in connection with the same. Subject to the foregoing, we consent to the use of this opinion as an exhibit to the Registration Statement,
and further consent to all references to us, if any, in the Registration Statement, and any amendments thereto. In giving such consent,
we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act
or the rules or regulations promulgated thereunder. Further, save for the use of this opinion as an exhibit to the Registration Statement,
this opinion is not to be circulated to, or relied upon by, any other person (other than persons entitled to rely on it pursuant
to applicable federal securities laws in the United States, if applicable) or quoted or referred to in any public document or filed
with any governmental body or agency without our prior written consent. |
| 10. |
This
opinion is given on the basis of the laws of the Republic of Singapore in force as at the date of this opinion and we undertake no
responsibility to notify you of any change in the laws of the Republic of Singapore after the date of this opinion. |
| Yours
faithfully |
|
| |
|
|
/s/
Allen & Gledhill LLP |
|
| |
|
|
Allen
& Gledhill LLP |
|
EXHIBIT
5.2
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
January
16, 2024
Genius
Group Limited
8
AMOY STREET #01-01
SINGAPORE
U0 049950
Ladies
and Gentlemen:
We
have acted as counsel to Genius Group Limited., a Singapore corporation (the “Company”), in connection with the Company’s
registration statement on Form F-1, as amended (the “Registration Statement”), filed with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
relating to the (i) issuance to the placement agent (or its designees) warrants to purchase 1,035,714 ordinary shares of the Company
(the “Placement Agent Warrants”), and (ii) issuance and sale of up to 23,571,429 Series 1 units with each Series
1 unit consisting of one ordinary share and one Series 2024-A warrant to purchase one ordinary share (the “Series 2024-A Warrants”)
and one Series 2024-C warrant to purchase one ordinary share (the “Series 2024-C Warrants”). The Company has
also offered to those purchasers, whose purchase of Series 1 units in in this offering would otherwise result in the purchaser, together
with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of
the Company’s outstanding ordinary shares following the consummation of this offering, the opportunity to purchase, if such purchaser
so chooses, to purchase, in lieu of some or all Series 1 units, up to 23,571,429 Series 2 units. Each Series 2 unit will consist
of one pre-funded Series 2024-B warrant to purchase one ordinary share (the “Series 2024-B Warrants”; and with
the Series 2024-A Warrants and the Series 2024-C Warrants, the “Investor Warrants”) and one Series 2024-A Warrant
and one Series C Warrant. The Series 1 units and the Series 2 units are to be sold by the Company pursuant to (i) a Securities Purchase
Agreement (the “Purchase Agreement”) entered into by and between the Company and each of the purchasers signatory
thereto, the form of which is filed as Exhibit 10.20 to the Registration Statement or the 2023 loan agreement between the Company and
Roger Hamilton, its Chief Executive Officer (the “Loan Agreement”), and (ii) the Placement Agent Warrants are being
issued pursuant to an engagement agreement by and between the Company and the placement agent, as amended to date (the “Engagement
Agreement”), a copy of which was filed as Exhibit 1.1 to the Registration Statement.
In
connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, including the form of prospectus included therein and the documents incorporated by reference therein, (ii) the
Constitution of the Company, as amended to date, and a Certificate Confirming Incorporation of the Company, (iii) the Engagement Agreement,
the form of Purchase Agreement, the form of Placement Agent Warrant and the forms of Investor Warrants, and (iv) certain resolutions
of the Board of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, certificates and records as we have deemed necessary or appropriate, and we have made such investigations of
law as we have deemed appropriate as a basis for the opinions expressed below.
In
rendering the opinions expressed below, we have assumed and have not verified (i) the genuineness of the )signatures on all documents
that I have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals
and (iv) the conformity to the authentic originals of all documents supplied to us as certified or photostatic or faxed copies.
| |
1. |
Based
upon and subject to the foregoing and subject also to the limitations, qualifications, exceptions and assumptions set forth herein,
we are of the opinion that:the Series 1 units and the Series 2 units have been duly authorized for issuance, and, when issued, delivered
and paid for in accordance with the terms of the Securities Purchase Agreement or the Loan Agreement as applicable, will be validly
issued and will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and equitable principles of general applicability; |
| |
2. |
the
Investor Warrants have been duly and validly authorized, and when issued and sold in accordance with the terms and conditions of
the Purchase Agreement or Loan Agreement, as applicable, such Investor Warrants will constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and equitable
principles of general applicability; and |
| |
3. |
the
Placement Agent Warrants have been duly and validly authorized, and when issued in accordance with the terms and conditions of the
Engagement Agreement, such Placement Agent Warrants will constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general applicability. |
We
express no opinion other than as to the federal laws of the United States of America and the laws of New York State. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption “Legal
Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not admit that we are “experts”
under the Securities Act or under the rules and regulations of the Commission relating thereto with respect to any part of the Registration
Statement.
Very
truly yours,
Genius (AMEX:GNS)
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