Offering

Statement for
GenesisAI Corporation
(“GenesisAI”)
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this website or in any other medium, should be construed as a recommendation for any security
offered on or off this investment platform. Equity crowdfunding investments in private
placements, Regulation A, D and CF offerings, and start-up investments in particular are
speculative and involve a high degree of risk and those investors who cannot afford to lose their
entire investment should not invest in start-ups. Companies seeking startup investments
through equity crowdfunding tend to be in earlier stages of development and their business
model, products and services may not yet be fully developed, operational or tested in the public
marketplace. T here is no guarantee that the stated valuation and other terms are accurate or in
agreement with the market or industry valuations. Additionally, investors may receive illiquid
and/or restricted stock that may be subject to holding period requirements and/or liquidity
concerns. In the most sensible investment strategy for start-up investing, start-ups should only
be part of your overall investment portfolio. Further, the start-up portion of your portfolio may
include a balanced portfolio of different start-ups. Investments in startups are highly illiquid and
those investors who cannot hold an investment for the long term (at least 5-7 years) should not
invest.

T he information contained herein includes forward-looking statements. T hese statements relate

to future events or to future financial performance, and involve known and unknown risks,
uncertainties, and other factors, that may cause actual results to be materially different from
any future results, levels of activity, performance, or achievements expressed or implied by
these forward-looking statements. You should not place undue reliance on forward-looking
statements since they involve known and unknown risks, uncertainties, and other factors,
which are, in some cases, beyond the company’s control and which could, and likely will,
materially affect actual results, levels of activity, performance, or achievements. Any forward-
looking statement reflects the current views with respect to future events and is subject to
these and other risks, uncertainties, and assumptions relating to operations, results of
operations, growth strategy, and liquidity. No obligation exists to publicly update or revise these
forward-looking statements for any reason, or to update the reasons actual results could differ
materially from those anticipated in these forward-looking statements, even if new information
becomes available in the future.
The Company
1. What is the name of the issuer?
GenesisAI Corporation

201 SE, 2nd Avenue

Miami, FL 33131-2264

Eligibility
2. T he following are true for GenesisAI Corporation:

■ Organized under, and subject to, the laws of a State or territory of the United States or
the District of Columbia.
■ Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934.
■ Not an investment company registered or required to be registered under the
Investment Company Act of 1940.
■ Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a
result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding. (For
more information about these disqualifications, see Question 30 of this Question and
Answer format).
■ Has filed with the Commission and provided to investors, to the extent required, the
ongoing annual reports required by Regulation Crowdfunding during the two years
immediately preceding the filing of this offering statement (or for such shorter period
that the issuer was required to file such reports).
■ Not a development stage company that (a) has no specific business plan or (b) has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies.

3. Has the issuer or any of its predecessors previously failed to comply with the ongoing
reporting requirements of Rule 202 of Regulation Crowdfunding?
No.

Directors, Officers and Promoters of the

Company
4. T he following individuals (or entities) represent the company as a director, officer or
promoter of the offering:

Name
Archil Cheishvili

Pri nci pal occupati on and empl oyment responsi bi l i ti es duri ng at l east the l ast
three (3) years wi th start and endi ng dates
 Start Date End Date Company Posi ti on / Ti tl e
05/01/2016 11/01/2019 Palatine Analytics CEO
07/01/2018 Present GenesisAI CEO
B.A in economics at Harvard University. Work experience
(https://www.linkedin.com/in/archie-archil-cheishvili-854aa792/): CEO, Genesis AI - July
2018 - Present CEO, Palatine Analytics - May 2016 - November 2019

Principal Security Holders

5. Provide the name and ownership level of each person, as of the most recent practicable
date, who is the beneficial owner of 20 percent or more of the issuer’s outstanding voting
equity securities, calculated on the basis of voting power. To calculate total voting power,
include all securities for which the person directly or indirectly has or shares the voting
power, which includes the power to vote or to direct the voting of such securities. If the
person has the right to acquire voting power of such securities within 60 days, including
through the exercise of any option, warrant or right, the conversion of a security, or other
arrangement, or if securities are held by a member of the family, through corporations or
partnerships, or otherwise in a manner that would allow a person to direct or control the
voting of the securities (or share in such direction or control — as, for example, a co-
trustee) they should be included as being “beneficially owned.” You should include an
explanation of these circumstances in a footnote to the “Number of and Class of Securities
Now Held.” To calculate outstanding voting equity securities, assume all outstanding options
are exercised and all outstanding convertible securities converted.

Archil Cheishvili
Securities: 2,708,000
Class: Common Stock
Voting Power: 62.9%

Business and Anticipated Business Plan

6. Describe in detail the business of the issuer and the anticipated business plan of the issuer.
GenesisAI (or the company) is a machine learning protocol platform that enables different
artificial intelligence (or AI) platforms to communicate with each other, exchange data, and
trade services. On top of this protocol, we are building a marketplace for AI products and
services. T he marketplace connects companies in need of AI services, data, and models
with companies interested in monetizing their AI technology. GenesisAI provides a web
platform that facilitates the offer and sale of a variety of low-cost AI services. Our platform
helps to make AI technology more accessible and affordable for businesses. T here is
currently limited communication between AI platforms; there is a limited way for AI
platforms to exchange data, trade services, learn from each other, or expand their own
capabilities. Our web platform matches unused resources, such as in-house developed AI
platforms and open-source Github AI code, with companies in need of these resources. We
also hope to abstract beyond the technical expertise needed to implement AI and allow
companies with no technical knowledge to tap into the benefits of this wonderful
technology. Our goal is to get rid of an oligopolistic system where a few large tech
companies hold a strong majority of the AI industry, and we hope to be significantly closer
to this vision in five years. Founders and advisors include: Founders – studied computer
science and economics at Harvard, and have work experience in the AI industry and in
 companies like Bridgewater. Expert Advisors – 2 multi-billion-dollar exits, former Dean of
MIT Engineering, $310 million exit, MIT AI/Machine Learning professor, 2 Harvard
computer science professors, and 2 Harvard Business School professors. We plan to
generate revenues through the collection of a percentage of the transaction proceeds for
transactions performed through our web platform. We expect that our web platform
transaction fee will initially be 30%. We believe that this transaction fee is substantially
lower than the marketing costs that our platform users would expect to spend in generating
the same transaction volume.

GenesisAI currently has 1 employees.

Risk Factors
A crowdfunding investment involves risk. You should not invest any funds in this offering unless
you can afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination of the issuer
and the terms of the offering, including the merits and risks involved. T hese securities have not
been recommended or approved by any federal or state securities commission or regulatory
authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of
this document.

T he U.S. Securities and Exchange Commission does not pass upon the merits of any securities
offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any
offering document or literature.

T hese securities are offered under an exemption from registration; however, the U.S.
Securities and Exchange Commission has not made an independent determination that these
securities are exempt from registration.

7. Material factors that make an investment in GenesisAI Corporation speculative or risky:

1. GenesisAI is an early-stage startup, and that comes with the typical risks of a company
at this stage. Relevant risks include unstable revenues in the initial phase of revenue
creation, due to external developments in the addressed market, and new competitor
entrance. T his condition will limit our ability to pay dividends until we reach financial
stability
2. Any valuation at this stage is difficult to assess. T he valuation cap for the offering was
established by the company. Unlike listed companies that are valued publicly through
market-driven stock prices, the valuation of private companies, especially startups, is
difficult to assess and you may risk overpaying for your investment.
3. We have a small team and our future success depends on the ability of the core team to
recruit key personnel to face a sustainable scaling effort. Job market conditions may
affect our ability to recruit the talent we need to add new skills and competences in our
company. In addition to full-time, GenesisAI has part-time team members who are
putting a limited number of hours in GenesisAI. T his might hinder our ability to grow
fast.
4. We are dependent on general economic conditions. Companies might reduce their
willingness to invest in innovation and forward-looking improvements if they are facing
an economic downturn. As we are targeting the company globally to join our
marketplace, we might be able to diversify our outreach for new platform members
based on the local economic outlook. T his might temporarily reduce our market size.
Furthermore, a global crisis might make it harder to diversify.
5. Intense competition in the markets in which we compete could prevent us from
increasing or sustaining our revenue growth and increasing or maintaining profitability.
T he business of cloud software solutions is competitive, and we expect it to become
increasingly competitive in the future. We may also face competition from large
 Internet companies, any of which might launch its own cloud-based business
communications services or acquire other cloud-based business communications
companies in the future.
6. Our ability to succeed depends on how successful we will be in our fundraising effort.
We plan to diversify fund-raising beyond this campaign, in order to use resources to
build the necessary tech and business infrastructure to be successful in the long-term.
In the event of competitors being better capitalized than we are, that would give them a
significant advantage in marketing and operations.
7. Voting control will be given to a small number of shareholders. Investors in this
platform would not be able to influence our policies or any corporate matters, including
the election of directors, changing to our company governance documents, expanding
employee option pool, or actions including mergers, consolidation, asset sales and other
major actions requiring stockholder approval. Some of the larger stockholders include,
or have the right to designate, executive officers and directors of our Board. T hese few
people and entities make all major decisions regarding the company. As a minority
shareholder and a signatory to any potential proxy agreements for voting, you will not
have a say in these decisions.
8. Future fundraising may affect the rights of investors. In order to expand, the company
is likely to raise funds again in the future, either by offerings of securities or through
borrowing from banks or other sources. T he terms of future capital raising, such as
loan agreements, may include covenants that give creditors greater rights over the
financial resources of the company.
9. T here is no current market for our stock. T here is no formal marketplace for the
resale of our stock. T he shares may be traded over-the-counter to the extent any
demand exists. T hese securities are illiquid and there will not be an official current
price for them, as there would be if we were a publicly-traded company with a listing
on a stock exchange. Investors should assume that they may not be able to liquidate
their investment for some time or be able to pledge their shares as collateral. Further,
some investors are required to assign their voting rights as a condition to investing.
T his assignment of voting rights may further limit an investor’s ability to liquidate their
investment. Since we have not established a trading forum for our stock, there will be
no easy way to know what the Common Stock is “worth” at any time.
10. T he Company may never receive a future equity financing or elect to convert the
Securities upon such future financing. In addition, the Company may never undergo a
liquidity event such as a sale of the Company or an IPO. If neither the conversion of the
Securities nor a liquidity event occurs, the Purchasers could be left holding the
Securities in perpetuity. T he Securities have numerous transfer restrictions and will
likely be highly illiquid, with potentially no secondary market on which to sell them.
T he Securities are not equity interests, have no ownership rights, have no rights to the
Company’s assets or profits and have no voting rights or ability to direct the Company
or its actions.
11. Our future success depends on the efforts of a small management team. T he loss of
services of the members of the management team may have an adverse effect on the
company. T here can be no assurance that we will be successful in attracting and
retaining other personnel we require to successfully grow our business.
12. Public health epidemics or outbreaks could adversely impact our business. In May
2020, the global tally of confirmed cases of the coronavirus-borne illness COVID-19
exceeded 150 million. T he extent to which the coronavirus impacts our operations will
depend on future developments, which are highly uncertain and cannot be predicted
with confidence, including the duration of the outbreak, new information which may
emerge concerning the severity of the coronavirus and the actions our competitors
take to contain the coronavirus or treat its impact, among others. In particular, the
spread and treatment of the coronavirus globally may adversely impact our operations,
and could have an adverse impact on our business and our financial results. Given the
volatile nature and geographical dispersity of the coronavirus, it may be difficult for us
to project and meet the demand for our product.
13. T he market for cloud software solutions is subject to rapid technological change, and
we depend on new product and service introductions in order to maintain and grow our
 business. We operate in an emerging market that is characterized by rapid changes in
customer requirements, frequent introductions of new and enhanced products, and
continuing and rapid technological advancement. To compete successfully in this
emerging market, we must continue to design, develop, manufacture, and sell new and
enhanced cloud software solutions products and services that provide higher levels of
performance and reliability at lower cost. If we are unable to develop new services
that address our customers' needs, to deliver our applications in one seamless
integrated product offering that addresses our customers' needs, or to enhance and
improve our services in a timely manner, we may not be able to achieve or maintain
adequate market acceptance of our services. Our ability to grow is also subject to the
risk of future disruptive technologies. Access and use of our services is provided via
the cloud, which, itself, has been disruptive.
14. Failure to comply with laws and contractual obligations related to data privacy and
protection could have a material adverse effect on our business, financial condition and
operating results. We are subject to the data privacy and protection laws and
regulations adopted by federal, state and foreign governmental agencies. Data privacy
and protection is highly regulated and may become the subject of additional regulation in
the future. Privacy laws restrict our storage, use, processing, disclosure, transfer and
protection of personal information, including credit card data, provided to us by our
customers as well as data we collect from our customers and employees. We strive to
comply with all applicable laws, regulations, policies and legal obligations relating to
privacy and data protection. However, it is possible that these requirements may be
interpreted and applied in a manner that is inconsistent from one jurisdiction to another
and may conflict with other rules or our practices. Should this occur, we may be
subject to fines, penalties and lawsuits, and our reputation may suffer. We may also be
required to make modifications to our data practices that could have an adverse impact
on our business.
15. Inability to protect our proprietary technology would disrupt our business. We rely, in
part, on trademark, copyright, and trade secret law to protect our intellectual property
in the United States and abroad. Although we operate and promote an open-source
envioronment, we have secrets that require us to protect certain software,
documentation, and other written materials under trade secret and copyright law, which
afford only limited protection. Any intellectual property rights we obtain may not be
sufficient to provide us with a competitive advantage, and could be challenged,
invalidated, infringed or misappropriated. We may not be able to protect our proprietary
rights in the United States or internationally (where effective intellectual property
protection may be unavailable or limited), and competitors may independently develop
technologies that are similar or superior to our technology, duplicate our technology or
design around any patent of ours. We attempt to further protect our proprietary
technology and content by requiring our employees and consultants to enter into
confidentiality and assignment of inventions agreements and third parties to enter into
nondisclosure agreements. T hese agreements may not effectively prevent
unauthorized use or disclosure of our confidential information, intellectual property or
technology and may not provide an adequate remedy in the event of unauthorized use or
disclosure of our confidential information, intellectual property or technology.
Litigation may be necessary in the future to enforce our intellectual property rights, to
determine the validity and scope of our proprietary rights or the rights of others, or to
defend against claims of infringement or invalidity. Such litigation could result in
substantial costs and diversion of management time and resources and could have a
material adverse effect on our business, financial condition, and operating results. Any
settlement or adverse determination in such litigation would also subject us to
significant liability.
16. T hird parties might infringe upon our technology. We cannot assure you that the steps
we have taken to protect our property rights will prevent misappropriation of our
technology. To protect our rights to our intellectual property, we rely on a combination
of trade secrets, confidentiality agreements and other contractual arrangements with
our employees, affiliates, strategic partners and others. We may be unable to detect
inappropriate use of our technology. Failure to adequately protect our intellectual
 property could materially harm our brand, devalue our proprietary content and affect
our ability to compete effectively. Further, defending any technology rights could result
in significant financial expenses and managerial resources.
17. T hird parties may claim that our services infringe upon their intellectual property
rights. T hird parties may assert that we have violated a patent or infringed a copyright,
trademark or other proprietary right belonging to them and subject us to expensive and
disruptive litigation. In addition, we incorporate licensed third-party technology in some
of our products and services. In these license agreements, the licensors have agreed to
indemnify us with respect to any claim by a third party that the licensed software
infringes any patent or other proprietary right so long as we have not made changes to
the licensed software. We cannot assure you that these provisions will be adequate to
protect us from infringement claims. Any infringement claims and lawsuits, even if not
meritorious, could be expensive and time consuming to defend; divert management’s
attention and resources; require us to redesign our products, if feasible; require us to
pay royalties or enter into licensing agreements in order to obtain the right to use
necessary technologies; and/or may materially disrupt the conduct of our business.
18. Affiliates of our company, including officers, directors and existing stockholder of our
company, may invest in this offering and their funds will be counted toward our
achieving the minimum amount T here is no restriction on our affiliates, including our
officers, directors, and existing stockholders, investing in the offering. As a result, it is
possible that if we have raised some funds, but not reached the minimum amount,
affiliates can contribute the balance so that there will be closing. T he minimum amount
is typically intended to be a protection for investors and gives investors confidence that
other investors, along with them, are sufficiently interested in the offering and our
company and its prospects to make an investment of at least the minimum amount. By
permitting affiliates to invest in the offering and make up any shortfall between what
non-affiliated investors have invested and the minimum amount, this protection is
largely eliminated. Investors should be aware that no funds other than their own and
those of affiliates investing along with them, may be invested in this offering.
19. T he market size for AI services may be smaller than we have estimated. T he public
data regarding the market for AI services may be incomplete. T herefore some of our
estimates and judgments are based on various sources which we have not independently
verified and which potentially include outdated information, or information that may not
be precise or correct, potentially rendering the market size for AI services smaller
than we have estimated, which may reduce our potential and ability to increase
revenue. Although we have not independently verified the data obtained from these
sources, we believe that such data provide the best available information relating to the
present market for AI services, and we often use such data for our business and
planning purposes.
20. We depend on a limited number of suppliers. Failure to obtain satisfactory performance
from our suppliers or loss of our existing suppliers could cause us to lose sales, incur
additional costs and lose credibility in the market. We depend on a limited number of
third-party suppliers who interested in deploying their AI tool on our marketplace. We
do not have long-term, written agreements with any of our suppliers. T he termination
of our relationships or an adverse change in the terms of these arrangements could
have a negative impact on our business. Our suppliers’ failure to perform satisfactorily
or handle increased orders or the loss of our existing suppliers, especially our key
suppliers, could cause us to lose sales, incur additional costs and/or expose us to other
issues. In turn, this could cause us to lose credibility in the market and damage our
relationships with our users, ultimately leading to a decline in our business and results
of operations. If we are not able to renegotiate these contracts on acceptable terms or
find suitable alternatives, our business, financial condition or results of operations could
be negatively impacted.
21. Our business may face risks of fee non-payment, users may seek to renegotiate existing
fees and contract arrangements, and users may not accept price increases, which could
result in loss of users, fee write-offs, reduced revenues and decreased profitability. In
some cases, our business are engaged by certain users who are experiencing or
anticipate experiencing financial distress or are facing complex challenges, are engaged
 in litigation or regulatory or judicial proceedings, or are facing foreclosure of collateral
or liquidation of assets. T his may be true in light of general economic conditions;
lingering effects of past economic slowdowns or recession caused by the novel
coronavirus (“COVID-19”); or business- or operations-specific reasons. Such users may
not have sufficient funds to continue operations or to pay for our services. With
respect to bankruptcy cases, bankruptcy courts have the discretion to require us to
return all, or a portion of, our fees. We may receive requests to discount our fees for
our services and to agree to contract terms relative to the scope of services and other
terms that may limit the size of an engagement or our ability to pass through costs. We
consider these requests on a case-by-case basis. We may routinely receive these types
of requests and expect this to continue in the future. In addition, our users and
prospective users may not accept rate increases that we put into effect or plan to
implement in the future. Fee discounts, pressure not to increase or even decrease our
rates, and less advantageous contract terms could result in the loss of users, lower
revenues and operating income, higher costs and less profitable engagements. More
discounts or write-offs than we expect in any period would have a negative impact on
our results of operations. T here is no assurance that significant user engagements will
be renewed or replaced in a timely manner or at all, or that they will generate the same
volume of work or revenues or be as profitable as past engagements.
22. Computer malware, viruses, hacking, phishing attacks and spamming that could result in
security and privacy breaches and interruption in service could harm our business and
our customers. Computer malware, viruses, physical or electronic break-ins and similar
disruptions could lead to interruption and delays in our services and operations and loss,
misuse or theft of data. Computer malware, viruses, computer hacking and phishing
attacks against online networking platforms have become more prevalent and may
occur on our systems in the future. Any attempts by hackers to disrupt our website
service or our internal systems, if successful, could harm our business, be expensive
to remedy and damage our reputation or brand. Efforts to prevent hackers from
entering our systems are expensive to implement and may limit the functionality of our
services. T hough it is difficult to determine what, if any, harm may directly result from
any specific interruption or attack, any failure to maintain performance, reliability,
security and availability of our products and services and technical infrastructure may
harm our reputation, brand and our ability to attract users. Any significant disruption to
our platform or internal computer systems could result in a loss of users and could
adversely affect our business and results of operations. We may in the future
experience, service disruptions, outages and other performance problems due to a
variety of factors, including infrastructure changes, third-party service providers,
human or software errors and capacity constraints. If our platform is unavailable when
users attempt to access it or it does not load as quickly as they expect, users may seek
other services. Our platform is highly technical and complex and may now or in the
future contain undetected errors, bugs, or vulnerabilities. Some errors in our code may
only be discovered after the code has been deployed. Any errors, bugs or vulnerabilities
discovered in our code after deployment, inability to identify the cause or causes of
performance problems within an acceptable period of time or difficultly maintaining and
improving the performance of our platform, particularly during peak usage times, could
result in damage to our reputation or brand, loss of revenues, or liability for damages,
any of which could adversely affect our business and financial results. We expect to
continue to make significant investments to maintain and improve the availability of our
platform and to enable rapid releases of new features and products. To the extent that
we do not effectively address capacity constraints, upgrade our systems as needed and
continually develop our technology and network architecture to accommodate actual
and anticipated changes in technology, our business and operating results may be
harmed.
23. We are subject to income taxes as well as non-income based taxes, such as payroll,
sales, use, value-added, net worth, property and goods and services taxes. Significant
judgment is required in determining our provision for income taxes and other tax
liabilities. In the ordinary course of our business, there are many transactions and
calculations where the ultimate tax determination is uncertain. Although we believe
 that our tax estimates are reasonable: (i) there is no assurance that the final
determination of tax audits or tax disputes will not be different from what is reflected in
our income tax provisions, expense amounts for non-income based taxes and accruals
and (ii) any material differences could have an adverse effect on our financial position
and results of operations in the period or periods for which determination is made.
24. We may be unable to generate significant revenues and may never become profitable.
We generated $0 and $0, in revenue for the years ended December 31, 2020 and 2019,
respectively, and do not currently have any recurring sources of revenues, making it
difficult to predict when we will be profitable. We expect to incur significant research
and development costs for the foreseeable future. We may not be able to successfully
market our products and services in the future that will generate significant revenues.
In addition, any revenues that we may generate may be insufficient for us to become
profitable.
25. If we fail to maintain proper and effective internal and disclosure controls, our ability to
produce accurate financial statements and other disclosures on a timely basis could be
impaired. We may err in the design or operation of our controls. In addition, a control
system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be met. Because of the
inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud will be detected. We may in the future discover
areas of our internal controls over financial reporting that need improvement. If
additional material weaknesses or significant deficiencies in our internal control are
discovered or occur in the future, our consolidated financial statements may contain
material misstatements and we could be required to restate our financial results. In
addition, the market price of our stock could decline and we could be subject to
sanctions or investigations by the SEC or other regulatory authorities, which would
require additional financial and management resources and could lead to substantial
additional costs for accounting and legal fees. We may not be able to remediate any
future material weaknesses, or to complete our evaluation, testing and any required
remediation in a timely fashion. If we are not able to conclude that our internal control
over financial reporting is effective, or if our auditors are unable to express an opinion
that our internal controls over financial reporting are effective investors could lose
confidence in the accuracy and completeness of our financial reports, which could
harm our stock price, and we could be subject to sanctions or investigations by the SEC
or other regulatory authorities. Failure to remediate any material weakness in our
internal control over financial reporting, or to implement or maintain other effective
control systems, could also restrict our future access to the capital markets.
26. Broad Discretion over the Use of Proceeds T he Company’s management will have
broad discretion with respect to the application of net proceeds received by the
Company from the sale of securities and may spend such proceeds in ways that do not
improve the Company’s results of operations or enhance the value of the Company’s
other issued and outstanding securities from time to time. Any failure by management to
apply these funds effectively could result in financial losses that could have a material
adverse effect on the Corporation’s business or cause the price of the Corporation’s
issued and outstanding securities to decline.
27. We could be adversely affected if we are unable to renegotiate equity agreements our
employees and advisors. In addition, we may be adversely affected by negotiations if
such negotiations are not in line with our business plan and financial condition and we
may not be able to pass on our cost increases by means of adjusting the contractual
rates we charge users, which may affect our operating results. Our negotiations
regarding equity agreements with our employees and advisors are not always in line
with our business plan. Consequently, the results of the negotiations could adversely
affect us. Additionally, we might not be able to pass on cost increases due to the
renegotiation of equity agreements to the fees we charge our users, and this could have
a material adverse effect on our business.
28. T he U.S. Securities and Exchange Commission does not pass upon the merits of any
securities offered or the terms of the offering, nor does it pass upon the accuracy or
 completeness of any offering document or literature.

You should not rely on the fact that our Form C, and if applicable Form D is accessible
through the U.S. Securities and Exchange Commission’s EDGAR filing system as an
approval, endorsement or guarantee of compliance as it relates to this Offering.

29. Neither the Offering nor the Securities have been registered under federal or state
securities laws, leading to an absence of certain regulation applicable to the Company.

T he securities being offered have not been registered under the Securities Act of 1933
(the "Securities Act"), in reliance on exemptive provisions of the Securities Act.
Similar reliance has been placed on apparently available exemptions from securities
registration or qualification requirements under applicable state securities laws. No
assurance can be given that any offering currently qualifies or will continue to qualify
under one or more of such exemptive provisions due to, among other things, the
adequacy of disclosure and the manner of distribution, the existence of similar offerings
in the past or in the future, or a change of any securities law or regulation that has
retroactive effect. If, and to the extent that, claims or suits for rescission are brought
and successfully concluded for failure to register any offering or other offerings or for
acts or omissions constituting offenses under the Securities Act, the Securities
Exchange Act of 1934, or applicable state securities laws, the Company could be
materially adversely affected, jeopardizing the Company's ability to operate
successfully. Furthermore, the human and capital resources of the Company could be
adversely affected by the need to defend actions under these laws, even if the Company
is ultimately successful in its defense.

30. T he Company has the right to extend the Offering Deadline, conduct multiple closings,
or end the Offering early.

T he Company may extend the Offering Deadline beyond what is currently stated herein.
T his means that your investment may continue to be held in escrow while the Company
attempts to raise the Minimum Amount even after the Offering Deadline stated herein
is reached. While you have the right to cancel your investment up to 48 hours before
an Offering Deadline, if you choose to not cancel your investment, your investment will
not be accruing interest during this time and will simply be held until such time as the
new Offering Deadline is reached without the Company receiving the Minimum
Amount, at which time it will be returned to you without interest or deduction, or the
Company receives the Minimum Amount, at which time it will be released to the
Company to be used as set forth herein. Upon or shortly after release of such funds to
the Company, the Securities will be issued and distributed to you. If the Company
reaches the target offering amount prior to the Offering Deadline, they may conduct
the first of multiple closings of the Offering prior to the Offering Deadline, provided
that the Company gives notice to the investors of the closing at least five business days
prior to the closing (absent a material change that would require an extension of the
Offering and reconfirmation of the investment commitment). T hereafter, the Company
may conduct additional closings until the Offering Deadline. T he Company may also end
the Offering early; if the Offering reaches its target offering amount after 21-calendar
days but before the deadline, the Company can end the Offering with 5 business days’
notice. T his means your failure to participate in the Offering in a timely manner, may
prevent you from being able to participate – it also means the Company may limit the
amount of capital it can raise during the Offering by ending it early.

31. T he Company's management may have broad discretion in how the Company uses the
net proceeds of the Offering.

Despite that the Company has agreed to a specific use of the proceeds from the
Offering, the Company's management will have considerable discretion over the
allocation of proceeds from the Offering. You may not have the opportunity, as part of
your investment decision, to assess whether the proceeds are being used appropriately.
32. T he Securities issued by the Company will not be freely tradable until one year from
the initial purchase date. Although the Securities may be tradable under federal
securities law, state securities regulations may apply, and each Investor should consult
with his or her attorney.

You should be aware of the long-term nature of this investment. T here is not now and
likely will not be a public market for the Securities. Because the Securities offered in
this Offering have not been registered under the Securities Act or under the securities
laws of any state or non-United States jurisdiction, the Securities have transfer
restrictions and cannot be resold in the United States except pursuant to Rule 501 of
Regulation CF. It is not currently contemplated that registration under the Securities
Act or other securities laws will be affected. Limitations on the transfer of the shares
of Securities may also adversely affect the price that you might be able to obtain for
the shares of Securities in a private sale. Investors should be aware of the long-term
nature of their investment in the Company. Investors in this Offering will be required
to represent that they are purchasing the Securities for their own account, for
investment purposes and not with a view to resale or distribution thereof.

33. Investors will not be entitled to any inspection or information rights other than those
required by Regulation CF.

Investors will not have the right to inspect the books and records of the Company or to
receive financial or other information from the Company, other than as required by
Regulation CF. Other security holders of the Company may have such rights. Regulation
CF requires only the provision of an annual report on Form C and no additional
information – there are numerous methods by which the Company can terminate annual
report obligations, resulting in no information rights, contractual, statutory or
otherwise, owed to Investors. T his lack of information could put Investors at a
disadvantage in general and with respect to other security holders.

34. T he shares of Securities acquired upon the Offering may be significantly diluted as a
consequence of subsequent financings.

Company equity securities will be subject to dilution. Company intends to issue

additional equity to future employees and third-party financing sources in amounts that
are uncertain at this time, and as a consequence, holders of Securities will be subject to
dilution in an unpredictable amount. Such dilution may reduce the purchaser’s economic
interests in the Company.

35. T he amount of additional financing needed by Company will depend upon several
contingencies not foreseen at the time of this Offering. Each such round of financing
(whether from the Company or other investors) is typically intended to provide the
Company with enough capital to reach the next major corporate milestone. If the funds
are not sufficient, Company may have to raise additional capital at a price unfavorable to
the existing investors. T he availability of capital is at least partially a function of capital
market conditions that are beyond the control of the Company. T here can be no
assurance that the Company will be able to predict accurately the future capital
requirements necessary for success or that additional funds will be available from any
source. Failure to obtain such financing on favorable terms could dilute or otherwise
severely impair the value of the investor’s Company securities.

36. T here is no present public market for these Securities and we have arbitrarily set the
price.

T he offering price was not established in a competitive market. We have arbitrarily set
the price of the Securities with reference to the general status of the securities
market and other relevant factors. T he Offering price for the Securities should not be
considered an indication of the actual value of the Securities and is not based on our net
worth or prior earnings. We cannot assure you that the Securities could be resold by
 you at the Offering price or at any other price.

37. In addition to the risks listed above, businesses are often subject to risks not foreseen
or fully appreciated by the management. It is not possible to foresee all risks that may
affect us. Moreover, the Company cannot predict whether the Company will
successfully effectuate the Company’s current business plan. Each prospective
Investor is encouraged to carefully analyze the risks and merits of an investment in the
Securities and should take into consideration when making such analysis, among other,
the Risk Factors discussed above.

38. T HE SECURIT IES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY
RESULT IN T HE LOSS OF YOUR ENT IRE INVEST MENT. ANY PERSON
CONSIDERING T HE PURCHASE OF T HESE SECURIT IES SHOULD BE AWARE OF
T HESE AND OT HER FACT ORS SET FORT H IN T HIS OFFERING STAT EMENT
AND SHOULD CONSULT WIT H HIS OR HER LEGAL, TAX AND FINANCIAL
ADVISORS PRIOR T O MAKING AN INVEST MENT IN T HE SECURIT IES. T HE
SECURIT IES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD
T O LOSE ALL OF T HEIR INVEST MENT.

The Offering
GenesisAI Corporation (“Company”) is offering securities under Regulation CF, through
Netcapital Funding Portal Inc. (“Portal”). Portal is a FINRA/SEC registered funding portal and
will receive cash compensation equal to 4.9% of the value of the securities sold through
Regulation CF. Investments made under Regulation CF involve a high degree of risk and those
investors who cannot afford to lose their entire investment should not invest.

T he Company plans to raise between $10,000 and $3,800,006 through an offering under
Regulation CF. Specifically, if we reach the target offering amount of $10,000, we may conduct
the first of multiple or rolling closings of the offering early if we provide notice about the new
offering deadline at least five business days prior to such new offering deadline (absent a
material change that would require an extension of the offering and reconfirmation of the
investment commitment). Oversubscriptions will be allocated on a first come, first served
basis. Changes to the offering, material or otherwise, occurring after a closing, will only impact
investments which have yet to be closed.

In the event T he Company fails to reach the offering target of $10,000, any investments made
under the offering will be cancelled and the investment funds will be returned to the investor.

8. What is the purpose of this offering?

We plan to allocate aproximatelly 59% of proceeds from this Offering to Payroll, 27% of
proceeds to Sales and Marketing, 7% of proceeds to Legal, and 2% of proceeds to
Accounting fees. T he Company's management has broad discretion in how the Company
uses the net proceeds of the Offering. Use of proceeds may materially differ from the use
of proceeds provided in this offering statement. T he Company reserves the right to change
the below use of proceeds if management believes it is in the best interests of the
Company.

9. How does the issuer intend to use the proceeds of this offering?
 Uses If Target Offeri ng Amount If Maxi mum Amount
Sol d Sol d
Intermediary Fees $490 $186,200

Payroll $0 $2,179,103

Sales Marketing $0 $1,021,998

Legal $9,510 $301,999

Accounting $0 $110,706

Total Use of $10,000 $3,800,006

Proceeds

10. How will the issuer complete the transaction and deliver securities to the investors?
In entering into an agreement on the Netcapital Funding Portal to purchase securities, both
investors and GenesisAI Corporation must agree that a transfer agent, which keeps records
of our outstanding Common Stock (the "Securities"), will issue digital Securities in the
investor’s name (a paper certificate will not be printed). Similar to other online investment
accounts, the transfer agent will give investors access to a web site to see the number of
Securities that they own in our company. T hese Securities will be issued to investors after
the deadline date for investing has passed, as long as the targeted offering amount has been
reached. T he transfer agent will record the issuance when we have received the purchase
proceeds from the escrow agent who is holding your investment commitment.

11. How can an investor cancel an investment commitment?

You may cancel an investment commitment for any reason until 48 hours prior to the
deadline identified in the offering by logging in to your account with Netcapital, browsing to
the Investments screen, and clicking to cancel your investment commitment. Netcapital
will notify investors when the target offering amount has been met. If the issuer reaches
the target offering amount prior to the deadline identified in the offering materials, it may
close the offering early if it provides notice about the new offering deadline at least five
business days prior to such new offering deadline (absent a material change that would
require an extension of the offering and reconfirmation of the investment commitment). If
an investor does not cancel an investment commitment before the 48-hour period prior to
the offering deadline, the funds will be released to the issuer upon closing of the offering
and the investor will receive securities in exchange for his or her investment. If an
investor does not reconfirm his or her investment commitment after a material change is
made to the offering, the investor’s investment commitment will be cancelled and the
committed funds will be returned.

12. Can the Company perform multiple closings or rolling closings for the offering?
If we reach the target offering amount prior to the offering deadline, we may conduct the
first of multiple closings of the offering early, if we provide notice about the new offering
deadline at least five business days prior (absent a material change that would require an
extension of the offering and reconfirmation of the investment commitment). T hereafter,
we may conduct additional closings until the offering deadline. We will issue Securities in
connection with each closing. Oversubscriptions will be allocated on a first come, first
served basis. Changes to the offering, material or otherwise, occurring after a closing, will
only impact investments which have yet to be closed.

Ownership and Capital Structure

The Offering
13. Describe the terms of the securities being offered.
We are issuing Securities at an offering price of $11.06 per share.

14. Do the securities offered have voting rights?

T he Securities are being issued with voting rights. However, so that the crowdfunding
community has the opportunity to act together and cast a vote as a group when a voting
matter arises, a custodian will cast your vote for you. Please refer to the custodian
agreement that you sign before your purchase is complete.

15. Are there any limitations on any voting or other rights identified above?
You are giving your voting rights to the custodian, who will vote the Securities on behalf of
all investors who purchased Securities on the Netcapital crowdfunding portal.

16. How may the terms of the securities being offered be modified?
We may choose to modify the terms of the securities before the offering is completed.
However, if the terms are modified, and we deem it to be a material change, we need to
contact you and you will be given the opportunity to reconfirm your investment. Your
reconfirmation must be completed within five business days of receipt of the notice of a
material change, and if you do not reconfirm, your investment will be canceled and your
money will be returned to you.

Restrictions on Transfer of the Securities Offered

T he securities being offered may not be transferred by any purchaser of such securities during
the one-year period beginning when the securities were issued, unless such securities are
transferred:

■ to the issuer;
■ to an accredited investor;
■ as part of an offering registered with the U.S. Securities and Exchange Commission; or
■ to a member of the family of the purchaser or the equivalent, to a trust controlled by the
purchaser, to a trust created for the benefit of a member of the family of the purchaser or
the equivalent, or in connection with the death or divorce of the purchaser or other similar
circumstance.
T he term “accredited investor” means any person who comes within any of the categories
set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes
within any of such categories, at the time of the sale of the securities to that person.
T he term “member of the family of the purchaser or the equivalent” includes a child,
stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of
the purchaser, and includes adoptive relationships. T he term “spousal equivalent” means a
cohabitant occupying a relationship generally equivalent to that of a spouse.

Description of Issuer ’s Securities

17. What other securities or classes of securities of the issuer are outstanding? Describe the
material terms of any other outstanding securities or classes of securities of the issuer.

Securities
 Cl ass of Amount Amount Voti ng Other
Securi ty Authori zed Outstandi ng Ri ghts Ri ghts
Common Stock 10,000,000 4,307,762 Yes

Options, Warrants and Other Rights

Type Descri pti on Reserved

Securi ti es
Options On December 1, 2020, the Company granted 13,830 stock options 13,830
under this plan to a consultant. T he stock options had an exercise
price of $3.11 and will expire after 10 years. T he stock options
vest over a four year period with 25% vesting and becoming
exercisable on the one year anniversary of the grant date and the
remaining stock options vesting at a rate of 1/36 on a monthly basis
over the remaining three years.

18. How may the rights of the securities being offered be materially limited, diluted or qualified
by the rights of any other class of securities?
To the extent applicable, in cases where the rights of holders of convertible debt, SAFES,
or other outstanding options or warrants are exercised, or if new awards are granted under
our equity compensation plans, your ownership in the Company may be diluted. T his means
that the pro-rata portion of the Company represented by the Securities you own will
decrease, which could also diminish your voting and/or economic rights. In addition, as
discussed above, if a majority-in-interest of holders of securities with voting rights cause
the Company to issue additional equity, an Investor's interest will typically also be diluted.
Based on the risk that an investor's rights could be limited, diluted or otherwise qualified,
the Investor could lose all or part of his or her investment in the securities in this offering,
and may never see positive returns. In addition, as discussed above, if the Company issues
additional equity, an Investor's interest will typically also be diluted.

19. Are there any differences not reflected above between the securities being offered and
each other class of security of the issuer?
No.

20. How could the exercise of rights held by the principal owners identified in Question 5
above affect the purchasers of Securities being offered?
As holders of a majority-in-interest of voting rights in the Company, the shareholders may
make decisions with which the Investor disagrees, or that negatively affects the value of
the Investor's securities in the Company, and the Investor will have no recourse to change
these decisions. T he Investor's interests may conflict with those of other investors. and
there is no guarantee that the Company will develop in a way that is optimal for or
advantageous to the Investor. For example, the shareholders may change the terms of the
Articles of Incorporation for the company, change the terms of securities issued by the
Company, change the management of the Company, and even force out minority holders of
securities. T he shareholders may make changes that affect the tax treatment of the
Company in ways that are unfavorable to you but favorable to them. T hey may also vote to
engage in new offerings and/or to register certain of the Company's securities in a way that
negatively affects the value of the securities the Investor owns. Other holders of securities
of the Company may also have access to more information than the Investor, leaving the
Investor at a disadvantage with respect to any decisions regarding the securities he or she
owns. T he shareholders have the right to redeem their securities at any time. Shareholders
could decide to force the Company to redeem their securities at a time that is not favorable
to the Investor and is damaging to the Company. Investors' exit may affect the value of the
Company and/or its viability. In cases where the rights of holders of convertible debt,
 SAFES, or other outstanding options or warrants are exercised, or if new awards are
granted under our equity compensation plans, an Investor's interests in the Company may
be diluted. T his means that the pro-rata portion of the Company represented by the
Investor's securities will decrease, which could also diminish the investor's voting and/or
economic rights. In addition, as discussed above, If a majority-in-interest of holders of
securities with voting rights cause the Company to issue additional stock, an Investor's
interest will typically also be diluted.

21. How are the securities being offered being valued? Include examples of methods for how
such securities may be valued by the issuer in the future, including during subsequent
corporate actions.
At issuer's discretion.

22. What are the risks to purchasers of the securities relating to minority ownership in the
issuer?
An Investor in the Company will likely hold a minority position in the Company and thus be
limited as to its ability to control or influence the governance and operations of the
Company. T he marketability and value of the Investor's interest in the Company will depend
upon many factors outside the control of the Investor. T he Company will be managed by as
officers and be governed in accordance with the strategic direction and decision-making of
its Board of Directors, and the Investor will have no independent right to name or remove
an officer or member of the Board of Directors of the Company. Following the Investor's
investment in the Company, the Company may sell interests to additional Investors, which
will dilute the percentage interest of the Investor in the Company. T he Investor may have
the opportunity to increase its investment in the Company but such an opportunity cannot
be assured. T he amount of additional financing needed by the Company, if any, will depend
upon the maturity and objectives of the Company. T he declining of an opportunity or the
inability of the Investor to make a follow-on investment, or the lack of an opportunity to
make such a follow-on investment, may result in substantial dilution of the Investor's
interest in the Company.

23. What are the risks to purchasers associated with corporate actions including:
■ additional issuances of securities,
■ issuer repurchases of securities,
■ a sale of the issuer or of assets of the issuer or
■ transactions with related parties?

Additional issuances of securities, following your investment in the Company, the Company
may sell Securities to additional investors, which will dilute your ownership percentage.
You may have the opportunity to increase your investment in the Company in such a
transaction, but such an opportunity cannot be assured. T he amount of additional financing
needed by the Company, if any, will depend upon the maturity and objectives of the
Company. T he declining of an opportunity or the inability of an investor to make a follow-on
investment, or the lack of an opportunity to make such a follow-on investment, may result
in substantial dilution of an investor's interest in the Company. Issuer repurchases of
securities. T he Company may have the authority to repurchase its securities from
shareholders, which may serve to decrease any liquidity in the market for such securities,
decrease the percentage interests held by other similarly situated Investors to the Investor,
and create pressure on the Investor to sell its securities to the Company concurrently. A
sale of the issuer or of assets of the issuer. As a minority owner of the Company, you will
have limited or no ability to influence a potential sale of the Company or a substantial
portion of its assets. T hus, an investor will rely upon the executive management of the
Company and the Board of Directors of the Company to manage the Company so as to
maximize value for shareholders. Accordingly, the success of an investor's investment in
the Company will depend in large part upon the skill and expertise of the executive
management of the Company and the Board of Directors of the Company. If the Board of
 Directors of the Company authorizes a sale of all or a part of the Company, or a disposition
of a substantial portion of the Company's assets, there can be no guarantee that the value
received by the Investor, together with the fair market estimate of the value remaining in
the Company, will be equal to or exceed the value of the Investor's initial investment in the
Company. T ransactions with related parties. Investors should be aware that there will be
occasions when the Company may encounter potential conflicts of interest in its
operations. On any issue involving conflicts of interest, the executive management and
Board of Directors of the Company will be guided by their good faith judgment as to the
Company's best interests. T he Company may engage in transactions with affiliates,
subsidiaries or other related parties, which may be on terms which are not arm's-length,
but will be in all cases consistent with the duties of the management of the Company to its
shareholders. By acquiring an interest in the Company, the investor will be deemed to have
acknowledged the existence of any such actual or potential conflicts of interest and to have
waived any claim with respect to any liability arising from the existence of any such
conflict of interest.

24. Describe the material terms of any indebtedness of the issuer:

Not applicable.

25. What other exempt offerings has GenesisAI Corporation conducted within the past three
years?
Date of Offering: 08/2018
Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $5,250
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 08/2018

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $2,625
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 08/2018

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $50,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 08/2018

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $10,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 09/2018

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $35,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 03/2019

Exemption: Reg. D, Rule 506(b)
Securities Offered: Common Stock
Amount Sold: $40,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 05/2019

Exemption: Reg. D, Rule 506(b)
Securities Offered: Common Stock
Amount Sold: $25,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 09/2019

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $50,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 10/2019

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $10,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 10/2019

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $25,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 09/2019

Exemption: Reg. D, Rule 506(b)
Securities Offered: SAFE
Amount Sold: $30,000
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 03/2020

Exemption:
Reg. CF (Crowdfunding, T itle III of JOBS Act, Section
4(a)(6))
Securities Offered: SAFE
Amount Sold: $625,390
Use of Proceeds:
Technology, business development, operations &
general.

Date of Offering: 03/2021

Exemption:
Reg. CF (Crowdfunding, T itle III of JOBS Act, Section
4(a)(6))
Securities Offered: Common Stock
Amount Sold: $1,199,984
Use of Proceeds:
Payroll, marketing, and operating expenses.

Date of Offering: 03/2021

Exemption: Reg. D, Rule 506(c)
Securities Offered: Common Stock
Amount Sold: $114,091
Use of Proceeds:
26. Was or is the issuer or any entities controlled by or under common control with the issuer
a party to any transaction since the beginning of the issuer’s last fiscal year, or any
currently proposed transaction, where the amount involved exceeds five percent of the
aggregate amount of capital raised by the issuer in reliance on Section 4(a)(6) of the
Securities Act during the preceding 12- month period, including the amount the issuer seeks
to raise in the current offering, in which any of the following persons had or is to have a
direct or indirect material interest:
1. any director or officer of the issuer;
2. any person who is, as of the most recent practicable date, the beneficial owner of 20
percent or more of the issuer’s outstanding voting equity securities, calculated on the
basis of voting power;
3. if the issuer was incorporated or organized within the past three years, any promoter
of the issuer; or
4. any immediate family member of any of the foregoing persons.

Yes.

If yes, for each such transaction, disclose the following:

Speci fi ed Rel ati onshi p to Nature of Interest i n Amount of

Person Issuer Transacti on Interest
Archil GenesisAI officer owns equity in
CEO $116,000
Cheishvili related party
Archil
CEO Loan to CEO $65,000
Cheishvili
Archil
CEO Genesis AI officer compensation $200,000
Cheishvili

Financial Condition of the Issuer

27. Does the issuer have an operating history?
Yes.

28. Describe the financial condition of the issuer, including, to the extent material, liquidity,
capital resources and historical results of operations.
In the year ended on December 31, 2020, we had total operating expenses of $724,839,
which resulted in a $724,839 net loss. Approximately 45% of all the costs were allocated to
marketing & advertising activities, 26% was spent on payroll, the remaining 39% were
allocated to contractors, accounting, and legal fees, and other business expenses. GenesisAI
has not yet generated any revenue. We currently have approximately $656,000 in our bank
accounts. T he base salary for our CEO was $200,000 for the year ended 12/31/2020 and is
set at $350,000 for the year ending 12/31/2021; Our CEO is eligible for a bonus award of up
to $70,000 for the year ending 12/31/2020 and up to $200,000 for 12/31/2021. T he Company
lent $65,000 to its CEO at an annual interest rate of 2%. Principal and interest are due on
March 30, 2024, and may be prepaid in whole or in part without penalty. On May 21, 2020,
the Company received a Paycheck Protection Program loan of $20,832 bearing an interest
of 1%. Principal and interest must be repaid on a monthly basis for the 2-year term of the
loan. On April 26th, 2021, the full amount of the loan was forgiven. In May 2021, the
company bought back 125,000 shares from one of its Engineers. T he number of shares
outstanding as of May 26, 2021, is 4,307,762. With this offering, we plan to allocate more
resources toward payroll, as well as to sales and marketing. We hope that these activities
will help us to reach our revenue targets. In 2019, our operating expenses amounted to
$183,454 resulting in a $183,454 net loss. In the year ending 12/31/2019, payroll accounted
 for approximately 78% of expenses while the remaining 22% was allocated between
different business expenses. Since its inception, GenesisAI has raised approximately
$2,214,000. T his amount includes approximately $1,939,000 raised through Regulation CF
offerings in 2020 and 2021. Our last funding round had a valuation cap of $12.5 million.
Taking into account the progress that has been made in terms of business and product
development and additional capital injection, we believe the current valuation which is $49
million is appropriate. GenesisAI Corporation paid $80,000 between 05/31/2018 and
05/31/2019 and 36,000 between 06//01/2019 and 11/11/2019 to Palatine Analytics
Corporation for the Chief Executive Officer (“CEO”) services from Archil Cheishvili who
was employed at Palatine Analytics Corporation. CEO services include setting the
company’s vision, creating the strategy, hiring and managing people, overseeing daily
operations, managing finances, fundraising, overall product development, and customer
acquisition. T he arrangement was completed on 11/11/2019 and is not currently in effect.

Financial Information
29. Include the financial information specified by regulation, covering the two most recently
completed fiscal years or the period(s) since inception if shorter.
See attachments:
CPA Audit Report: auditreport.pdf

30. With respect to the issuer, any predecessor of the issuer, any affiliated issuer, any director,
officer, general partner or managing member of the issuer, any beneficial owner of 20
percent or more of the issuer’s outstanding voting equity securities, calculated in the same
form as described in Question 6 of this Question and Answer format, any promoter
connected with the issuer in any capacity at the time of such sale, any person that has been
or will be paid (directly or indirectly) remuneration for solicitation of purchasers in
connection with such sale of securities, or any general partner, director, officer or
managing member of any such solicitor, prior to May 16, 2016:
1. Has any such person been convicted, within 10 years (or five years, in the case of
issuers, their predecessors and affiliated issuers) before the filing of this offering
statement, of any felony or misdemeanor:
1. in connection with the purchase or sale of any security?
2. involving the making of any false filing with the Commission?
3. arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser, funding portal or paid solicitor of
purchasers of securities?
2. Is any such person subject to any order, judgment or decree of any court of competent
jurisdiction, entered within five years before the filing of the information required by
Section 4A(b) of the Securities Act that, at the time of filing of this offering statement,
restrains or enjoins such person from engaging or continuing to engage in any conduct
or practice:
1. in connection with the purchase or sale of any security?;
2. involving the making of any false filing with the Commission?
3. arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser, funding portal or paid solicitor of
purchasers of securities?
3. Is any such person subject to a final order of a state securities commission (or an
agency or officer of a state performing like functions); a state authority that supervises
or examines banks, savings associations or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal
banking agency; the U.S. Commodity Futures T rading Commission; or the National
Credit Union Administration that:
1. at the time of the filing of this offering statement bars the person from:
 1. association with an entity regulated by such commission, authority, agency or
officer?
2. engaging in the business of securities, insurance or banking?
3. engaging in savings association or credit union activities?
2. constitutes a final order based on a violation of any law or regulation that prohibits
fraudulent, manipulative or deceptive conduct and for which the order was entered
within the 10-year period ending on the date of the filing of this offering statement?
4. Is any such person subject to an order of the Commission entered pursuant to Section
15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment
Advisers Act of 1940 that, at the time of the filing of this offering statement:
1. suspends or revokes such person’s registration as a broker, dealer, municipal
securities dealer, investment adviser or funding portal?
2. places limitations on the activities, functions or operations of such person?
3. bars such person from being associated with any entity or from participating in the
offering of any penny stock?

If Yes to any of the above, explain:

5. Is any such person subject to any order of the Commission entered within five years
before the filing of this offering statement that, at the time of the filing of this offering
statement, orders the person to cease and desist from committing or causing a violation
or future violation of:
1. any scienter-based anti-fraud provision of the federal securities laws, including
without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the
Exchange Act, Section 15(c)(1) of the Exchange Act and Section 206(1) of the
Investment Advisers Act of 1940 or any other rule or regulation thereunder?
2. Section 5 of the Securities Act?
6. Is any such person suspended or expelled from membership in, or suspended or barred
from association with a member of, a registered national securities exchange or a
registered national or affiliated securities association for any act or omission to act
constituting conduct inconsistent with just and equitable principles of trade?
7. Has any such person filed (as a registrant or issuer), or was any such person or was any
such person named as an underwriter in, any registration statement or Regulation A
offering statement filed with the Commission that, within five years before the filing of
this offering statement, was the subject of a refusal order, stop order, or order
suspending the Regulation A exemption, or is any such person, at the time of such filing,
the subject of an investigation or proceeding to determine whether a stop order or
suspension order should be issued?
8. Is any such person subject to a United States Postal Service false representation order
entered within five years before the filing of the information required by Section 4A(b)
of the Securities Act, or is any such person, at the time of filing of this offering
statement, subject to a temporary restraining order or preliminary injunction with
respect to conduct alleged by the United States Postal Service to constitute a scheme
or device for obtaining money or property through the mail by means of false
representations?

GenesisAI Corporation answers 'NO' to all of the above questions.

Other Material Information

31. In addition to the information expressly required to be included in this Form, include: any
other material information presented to investors; and such further material information, if
any, as may be necessary to make the required statements, in the light of the circumstances
under which they are made, not misleading.
 Chief Executive Officer(Archil Cheishvili) Compensation and Benefits: T he total amount of
money involved: T he following terms of employment of Mr. Cheishvili shall apply pursuant
to Mr. Cheishvili’s amended employment agreement: Base salary of $200,000 for 2020 and
$350,000 for the year 2021; bonus award ranging from 0 to $70,000 for 2020 and ranging
from $0 to $200,000 for 2021.; Benefits or compensation received by related person: T he
following terms of employment of Mr. Cheishvili shall apply pursuant to Mr. Cheishvili’s
amended employment agreement: Base salary of $200,000 for 2020 and $350,000 for the
year 2021; bonus award ranging from $0 to $70,000 for 2020 and ranging from $0 to
$200,000 for 2021 (the “2021 Bonus”). T he maximum amount of 2021 Bonus will be
awarded only if the Company (i) reaches a market valuation of $100,000,000, (ii) adds ten
more artificial intelligence supplier partners, (iii) finishes a technology that will easily allow
companies to deploy their artificial intelligence tools on the Company’s GenesisAI platform,
and (iv) adds five more artificial intelligence models on the Company’s GenesisAI platform.
In addition, the amount raised from the Regulation D offering that the Company conducted in
2020 will not be used to pay the 2021 Bonus.; Benefits or compensation received by
Company: Employee and Executive Officer Services; Description of the transaction:
Employment Agreement between the Company and Chief Executive Officer.; Additionally:
We expect to launch a new Regulation A offering in or around September 2021 for
anticipated proceeds of approximately $30,000,000. However, there can be no assurances
that this offering will be launched or that the expected proceeds will be received. Video
T ranscript: "Artificial General Intelligence can be the single most valuable technology that
mankind has ever seen. AGI can bring prosperity to everyone in the world. Currently, there
is no easy way for different artificial intelligence tools to communicate with each other,
trade data and services, and learn from each other. Most of the AI tools are developed
within a single company for a single reason. At GenesisAI we envision a completely
different world. Our goal is to bring thousands of AI tools to communicate with each other,
exchange data and services. For example, we can have a speech recognition model working
with a translation model to produce speech translation. T his can increase not only the
accuracy rate of these tools but also the functionality. We believe this can be the best
possible foundation for the creation of artificial general intelligence. Join us in building the
future of AI!"

T he following documents are being submitted as part of this offering:

Governance:
Certificate of Incorporation: certificateofincorporation.pdf
Corporate Bylaws: corporatebylaws.pdf
Opportunity:
Offering Page JPG: offeringpage.jpg
Pitch Deck: pitchdeck.pdf
Financials:
Additional Information: otherfinancial.pdf

Ongoing Reporting
32. T he issuer will file a report electronically with the Securities & Exchange Commission
annually and post the report on its web site, no later than 120 days after the end of each
fiscal year covered by the report:

Once posted, the annual report may be found on the issuer’s web site
at: https://www.genesisai.io/

T he issuer must continue to comply with the ongoing reporting requirements until:
■ the issuer is required to file reports under Section 13(a) or Section 15(d) of the
Exchange Act;
■ the issuer has filed at least one annual report pursuant to Regulation Crowdfunding and
has fewer than 300 holders of record and has total assets that do not exceed
$10,000,000;
■ the issuer has filed at least three annual reports pursuant to Regulation Crowdfunding;
■ the issuer or another party repurchases all of the securities issued in reliance on
Section 4(a)(6) of the Securities Act, including any payment in full of debt securities or
any complete redemption of redeemable securities; or
■ the issuer liquidates or dissolves its business in accordance with state law.