As filed with the Securities and Exchange Commission on May 2, 2022

Registration No. 333-263290

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 3

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Visionary Education Technology Holdings Group Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Canada	8200	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

200 Town Centre Blvd.

Suite 408A

Markham, Ontario, Canada L3R 8G5

905-739-0593

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Dr. Simon L. Tang, Esq.

WinWin Law PLLC

9999 Bellaire Blvd.,

Suite 350

Houston, TX 77036

Tel: (713) 818-0707

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven W. Schuster, Esq. Eric Honick, Esq. Xuan (Shane) Wu, Esq. McLaughlin & Stern, LLP 260 Madison Avenue, 18th Floor New York, NY, 10016 Tel: (212) 448-1100 Ross Carmel, Esq. Carmel, Milazzo & Feil LLP 55 West 39th Street, 18th Floor New York, NY 10018 Tel: 212-658-0458

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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.  ☐

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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 2, 2022

4,250,000 Common Shares

 

VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.

This is the initial public offering of common shares, no par value (“Common Shares”), of Visionary Education Technology Holdings Group Inc. (referred to herein as “VEDU”, the “Company”, “we”, “us”, “our” and similar terms).

We are offering 4,250,000 Common Shares. We anticipate the initial public offering price per share of Common Shares will be $4.00. The information set forth in this prospectus is based on an issuance of 4,250,000 Common Shares and an assumed public offering price of $4.00 per Common Share. The public offering price of the Common Shares will be determined between the Underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price per Common Share used throughout this prospectus may not be indicative of the actual public offering price for the Common Shares (see “Determination of Offering Price” for additional information).

Currently, no public market exists for our Common Shares. We have obtained approval to have our Common Shares listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “VEDU,” which symbol has been reserved. However, there is no assurance that the offering will close. We will not complete this offering unless we are listed on NASDAQ.

We are an “emerging growth company” as defined under Section 2(a) of the Securities Act of 1933, and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to comply with reduced public company reporting requirements for future filings.

Following the completion of this offering, Ms. Fan Zhou, or Ms. Zhou, would be able to exercise voting control with respect to an aggregate of 22,750,000 Common Shares, representing approximately 57.96% of the total voting power of our outstanding capital stock (or approximately 57.03% of the total voting power of our outstanding capital stock if the Underwriters exercise in full their option to purchase additional Common Shares). Accordingly, following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of NASDAQ.

Investing in our Common Shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 17 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Common Shares.

Neither the U.S. Securities and Exchange Commission (the “SEC”), nor any state or foreign securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share		Total
Initial public offering price	$	4.00	$	17,000,000
Underwriting discounts and commissions(1)	$	0.31	$	1,317,500
Proceeds to us, before expenses(2)	$	3.69	$	15,682,500

____________________

⁽¹⁾ The Underwriters will receive compensation in addition to such discounts and commissions as set forth under “Underwriting.”

⁽²⁾ The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: over-allotment option (if any) we have granted to the representative of the Underwriters as described below.

We have granted the representative of the Underwriters a 45-day option to purchase up to an additional 637,500 Common Shares at the initial public offering price, less underwriting discounts and commissions, to cover any over-allotments. For a more complete description of the terms of the Underwriters’ compensation, see “Underwriting.”

The Underwriters expect to deliver the Common Shares against payment on or about [●], 2022.

JOSEPH STONE CAPITAL, LLC

The date of this prospectus is May 2, 2022

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	17
SELECTED CONSOLIDATED FINANCIAL DATA	30
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	31
USE OF PROCEEDS	32
DIVIDEND POLICY	33
CAPITALIZATION	33
DILUTION	34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
MANAGEMENT	55
A LETTER FROM OUR CHAIRMAN OF THE BOARD, DR. TOM TRAVES	65
INDUSTRY OVERVIEW	66
BUSINESS	77
RELATED PARTY TRANSACTIONS	115
PRINCIPAL STOCKHOLDERS	117
DESCRIPTION OF SHARE CAPITAL	118
SHARES ELIGIBLE FOR FUTURE SALE	123
TAXATION	124
UNDERWRITING	132
EXPENSES RELATED TO THIS OFFERING	137
EXPERTS	137
LEGAL MATTERS	137
ENFORCEMENT OF CIVIL LIABILITIES	137
WHERE YOU CAN FIND ADDITIONAL INFORMATION	138
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

i

Please read this prospectus carefully. It describes our business, our financial condition, and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not, and the Underwriters have not, authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We and the Underwriters take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the Common Shares only in jurisdictions where offers and sales are permitted. This prospectus will be updated and made available for delivery to the extent required by the federal securities laws. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Common Shares. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States: Neither we nor the Underwriters have taken any action to permit a public offering of the Common Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Common Shares and the distribution of the prospectus or any filed free writing prospectus outside the United States.

We are incorporated under the laws of the Canada and most of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Until [●] (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade the Common Shares, whether participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as Underwriters and with respect to their unsold allotments or subscriptions.

TRADEMARKS

“Visionary Group,” our logo, and other trade names, trademarks, and service marks of Visionary Education Technology Holdings Group Inc. appearing in this prospectus are the property of the Company. Other trade names, trademarks, and service marks appearing in this prospectus are the property of their respective holders. Trade names, trademarks, and service marks contained in this prospectus may appear without the “®” or “™” symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to those trade names, trademarks, and service marks.

INDUSTRY AND MARKET DATA

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms, or other published independent sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Although we believe these third-party sources are reliable, we have not independently verified the information. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of this prospectus titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

ii

About This Prospectus

Throughout this prospectus, unless otherwise designated or the context suggests otherwise,

· all references to the “Company,” “VEDU,” the “registrant,” “we,” “our,” or “us” in this prospectus mean Visionary Education Technology Holdings Group Inc.;

· “year” or “fiscal year” mean the year ending March 31st;

· “CAD” or “C$” refers to the Canadian dollar;

· all U.S. Dollar,” “USD,” “dollar” or “$” references when used in this prospectus refer to United States dollar;

· all dollar amounts herein for tuition from sources we consider to be reliable and are unaudited;

· with respect to our financial statements, for the conversion of Canadian Dollars to US Dollars, balance sheet items use spot rates on the balance sheet dates (0.7849 for September 30, 2021, 0.7952 for March 31, 2021 and 0.7049 for March 31, 2020). Income statements and cash flow information use average rates for the years (0.8041 for the six months ended September 30, 2021 and 0.7365 for the six months ended September 30, 2020, 0.7575 for year ended March 31, 2021 and 0.7517 for year ended March 31, 2020). All other Canadian dollar amounts have been translated at a rate of $0.7952 to C$1.00 as of March 31, 2021.

· unless otherwise specifically stated, the information in this prospectus does not consider the possible purchase of additional Common Shares pursuant to the exercise of the Underwriters’ over-allotment option; and,

· all references to the Securities Act mean the United States Securities Act of 1933, as amended, and all references to the Exchange Act mean the United States Securities Exchange Act of 1934, as amended.

iii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our Common Shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

Our Mission

Our mission is to broaden access to the multicultural education system of Canada through advanced management and technological innovation and to facilitate the achievement of a student’s full potential regardless of social or immigration status.

Our Business

We are a licensed provider of private online and in person educational programs and services in Canada, serving both Canadian and international students who reside in Canada and internationally. We entered the education industry in 2017 when we purchased a majority interest in Toronto ESchool Ltd., or Toronto ESchool. Our educational programs include Ontario Secondary School Diploma (grades 9 through 12), or OSSD, career-oriented two-year college and four-year university diploma programs, vocational education programs, and master programs. We also provide educational services that include immigration and study visa services, student housing, career guidance, internship, and entrepreneurship guidance. Our founder and majority shareholder, Fan Zhou, originally organized our Company to develop and operate an international education platform focused on vocational education based on agricultural technology. She concurrently organized a separate company to acquire and develop educational real estate facilities as a complement to the education company. We acquired the real estate company in 2019 and have used the profits from its real estate activities to acquire a number of private, government licensed education operations and to continue to transition into private education and ancillary services as our main business focus.

We deliver our education programs and services in Canada by way of:

· Traditional campus settings for high school, vocational and college programs.

· Online courses for high school and college programs.

· Partnerships with public universities in which students attend one of our college’s two-year programs and then attend a public university for the next two years to obtain a bachelor’s degree, which are referred to as 2+2 programs. This collaborative education can also by arranged as 1+3, where students enroll in one of our colleges for the first year and then attend a public university for the next three years to obtain a bachelor’s degree.

· Vocational training programs and courses that lead to an occupational certificate.

· We have established fee-based collaborations with six education organizations and recruiting agents in foreign countries. They help promote our education products and recruit international students for our programs and for colleges and universities that have engaged us to recruit international students.

· Our administrative offices provide visa and immigration services through licensed Regulated Canadian Immigration Consultants, or RCIC. Such immigration services are designed to assist students, who complete our vocational training and college programs, to apply for study and immigration visas in Canada. We also intend to expand our provision of career counseling in 2022 to assist students in finding employment and thereby be able to apply for resident visas in Canada.

Our Subsidiaries

We provide our education programs and services through three principal subsidiaries, Farvision Education Group Inc., or Farvision, Visionary Education Services and Management Inc., or VESM, and NeoCanaan Investment Corporation, or NIC. Although for the six months ended September 30, 2021 and the year ended March 31, 2021 our real estate segment received the largest share of our revenue, that segment is being used to build our education business.

Our founder and majority shareholder, Ms. Zhou, has provided financing through equity contributions, loans and guarantees to permit us to acquire land and improved commercial real estate in Ontario which we have either sold to finance the acquisition of the subsidiaries as described below or to house our educational facilities. After the closing of this offering, Ms. Zhou will continue to own approximately 57.96% of the total voting power of our issued and outstanding Common Shares (or approximately 57.03% of the total voting power of our issued and outstanding Common Shares if the Underwriters exercise in full their option to purchase additional Common Shares).

1

A description of the education programs and services provided by those subsidiaries is as follows:

Farvision Education Group, Inc. Farvision provides OSSD, college, university, master and vocational training programs through the following subsidiaries:

OSSD Programs. The OSSD is a diploma granted to secondary school graduates in the Province of Ontario, Canada. OSSD education emphasizes critical, independent thinking and problem-solving skills and is a prerequisite to admission to colleges and universities in Canada. Institutions of higher education in 196 countries also recognize the OSSD as a basis for admission to their programs. We provide OSSD programs through three Farvision subsidiaries:

Lowell Academy—9651837 Canada Inc. which does business as Lowell Academy, offers high school credit courses and university preparatory courses for grades 9 through 12 in person at its facility in Toronto and online. Lowell Academy has signed agreements with Trent University and Algoma University, both in Ontario, Canada, which allow Lowell graduates to be directly admitted to the degree programs in these two universities. Lowell Academy was founded in March 2016. Farvision acquired a 70% equity interest in Lowell Academy in June 2021.

Toronto ESchool—Toronto ESchool Ltd., or Toronto ESchool, is an internet-based high school that provides grade 9 through 12 OSSD online courses to both domestic and international students. It also provides special English and on-site tutorials for OSSD courses. Toronto ESchool has signed an agreement with Trent University, which allows ESchool graduates to be directly admitted to the degree programs in the university. Toronto ESchool was founded in March 2016. Farvision acquired a 55% interest in Toronto ESchool from an affiliate in November 2017 and an additional 15% interest in June 2020.

Toronto Art Academy—Maple Toronto Art Academy Inc., which does business as Toronto Art Academy, provides OSSD art programs, short-term art training programs, and summer and winter art camps to domestic and international students. Toronto Art Academy has signed an agreement with the Canadian Film and Television Institute, which allows Toronto Art Academy graduates to be directly admitted to the institute, where they can earn a college degree. Toronto Art Academy was founded in 2012 as Alathena International Academy Richmond Hill. We entered into a joint venture agreement with 2549601 Ontario Inc., establishing Maple Toronto Arts Academy Inc., on July 15, 2020. We invested $127,237 for an 80% equity interest in this joint venture and 2549601 Ontario Inc. invested $31,809 for 20% equity interest. This joint venture invested $159,046 for a 100% ownership of Toronto Art Academy on July 27, 2021.

College Programs. Farvision owns Conbridge College of Business and Technology, which provides two-year college degree programs and non-degree courses in Canada, and Max the Mutt College of Animation, Art and Design, which offers four-year college degree programs and non-degree courses in Canada. Colleges in Canada are comparable to junior colleges in the United States. College graduates in Canada receive a college diploma, and upon graduation may embark on their careers or enroll in a university program to complete their final two years of study before obtaining a university degree.

Conbridge—7621531 Canada Inc., which does business as Conbridge College of Business and Technology, offers short-term career education programs in business and engineering technology. Conbridge also has programs pending approval by the Canada Ministry of Colleges and Universities in global business management, business administration and business design. Conbridge was founded in 2016 to provide comprehensive private educational programs and training services under the Ontario Career Colleges Act of 2005. We acquired an 80% equity interest in Conbridge in September 2021.

Max the Mutt College of Animation, Art and Design —Max the Mutt Animation Inc. On December 19, 2020, Farvision signed a share purchase agreement to purchase 70% of the issued and outstanding shares of Max the Mutt Animation Inc., which operates Max the Mutt College of Animation, Art and Design, or MTM. MTM was founded in 1997 as a Canadian private career college and is located in Toronto, Ontario. It offers a full-time, four-year college diploma programs in Classical and Computer Animation and Production, Illustration and Storytelling for Sequential Arts, Concept Art for Animation and Video Games. MTM also offers a variety of digital, animation and art workshops and courses outside of the diploma programs as well as an intensive six-week certificate program for students who will be applying to art-based post-secondary programs. Our acquisition of MTM closed on February 28, 2022.

Vocational Education Programs. The Princeton Career Education Group Inc., a subsidiary of Farvision, provides vocational education. Vocational education in Canada is offered in a wide range of forms, including apprenticeship, short-term skill training, skilled trades training, secondary career education, and enterprise training.

2

Visionary Education Services and Management Inc., or VESM. VESM provides Canada study visa and immigration visa services, and internship and job placement services for international students through two wholly-owned subsidiaries:

Visionary Study Abroad and Immigration Services Inc., or Visionary Immigration, provides Canada study visa and immigration visa services. Visionary Immigration, Visionary Immigration was organized as Glorious Future Study Abroad and Immigration Group Inc. in February 2020 and we acquired it and changed the name to Visionary Immigration in June 2021.

Farvision Human Resource Service Company Inc. —Farvision Human Resource Service Company Inc., or Farvision HR, acts as a human resource agent and provides career and internship recommendations for international students. Farvision HR was organized as Pridemax International Human Resources Service Inc. in June 2014, and we acquired it and changed the name to Farvision HR in June 2021.

NeoCanaan Investment Corporation, or NIC. NIC provides and manages the investment of real properties to be used for educational purposes and other education services through two wholly-owned subsidiaries:

Farvision Development Group Inc. or Farvision Development, Farvision Development was organized in July 2010 as PrideMax Construction Group Inc., and, in April 2019, we acquired it and changed the name to Farvision Development. Farvision Development intends to provide education supporting services, including assistance with study visas and immigration and offering living and logistic support to international students to facilitate their pursuit of successful study and career development in Canada.

Canada Animation Industry Group Inc. or CAIG. CAIG will provide the teaching facilities and office spaces for MTM (Max the Mutt College of Animation, Art and Design) to establish a new MTM campus at which new MTM programs under development will be offered. MTM will continue operating its existing programs at its current location. To promote the employability of our graduates, to enhance student recruiting and to better serve the students enrolled in the programs, CAIG also intends to provide facilities and services to help students with their education, experiential learning opportunities, employment opportunities and entrepreneurship. The facilities will initially be located in the building that houses our principal executive offices, which we own. We organized CAIG in November 2020.

Future

We plan to expand our education programs and services by:

· Developing teaching facilities and building teaching labs, in both real and virtual forms:

o Developing an innovative education management platform based on artificial intelligence (AI) for most cost-effective operation of our education programs.

o Developing virtual teaching labs based on AI and Virtual Reality (VR).

· Expanding education programs:

o Converting certain of our existing college programs into four-year university programs.

o Acquiring additional academic institutes.

o Entering into Public College-Private College Partnerships, or Public Private Partnership (PPP) programs, in which we recruit students into our two-year college programs pursuant to contracts with public colleges, leading students to an Ontario College Credential from the public colleges. We plan to continue to develop three to five more PPP programs.

· Enriching and diversifying academic partnerships with both Canadian and international institutions:

o Entering into partnerships with public universities that will enable our college graduates who have completed our one or two-year programs to study for an additional two or three years at universities to obtain university degrees, which are known as 2+2 and 1+3 programs.

o Establishing collaborations with top universities for joint academic programs and student exchange programs.

· Strengthening our marketing capability:

o Improving our own recruiting network in targeted countries to expand our ability to directly recruit international students into our education programs and directly into other programs at universities in Canada.

· Enhancing our faculty:

o Enhancing our faculty through continued training programs and recruiting top talent to ensure quality and improve our education programs.

3

As a part of our planning, we have entered into agreements to acquire schools and facilities, have entered into partnership negotiations with Canadian public colleges and universities, and have retained personnel who, we believe, will enable us to successfully accomplish our plans. However, we cannot guaranty that any of our proposed acquisitions will close, that present negotiations will lead to binding agreements, or that our business plan will be successful. See “Risk Factors.” Certain of our pending acquisitions and partnerships and planned programs are described below.

Public Private Partnership. A PPP is a contractual agreement between a public college of applied arts and technology in Ontario and a third party for the delivery, by the third-party, of college programs leading to an Ontario College Credential. The third party must be an independent legal entity other than a college of applied arts and technology, publicly-assisted university or Indigenous Institute prescribed under the Indigenous Institutes Act, 2017. We are in active discussions for a PPP with one public college, which is in the process of drafting a project plan and timeline. We expect to receive approval from that college and the Ministry of Colleges and Universities in the third quarter of 2022.

Partnership with Dorset College. Dorset College was established in Vancouver as a private college in 1981 under the authority of Advanced Education and Skill Training, Province of British Columbia. It operates the following academic programs: (1) 2-year college diploma programs in Tourist and Hospitality Management, Business Administration, and Science; (2) 1 and one-half-year college diploma program in Management; (3) 1-year certificate program in Business Culture Studies, and Business Studies; (4) preparation programs in Preparation for Graduate School Applicants (8 months), and Academic Preparation (1 year). Dorset College has signed agreements with the following leading Canadian public universities to facilitate Dorset College students’ completion of Bachelor’s degree programs: (1) 1+3 collaborative education: 1 year in Dorset College, 3 years in Dalhousie University; (2) 2+2 collaborative education: 2 years in Dorset College, 2 years in University of Saskatchewan, University of Northern British Columbia, British Columbia Institute of Technology (BCIT), and Cape Breton University. We have signed a strategic partnership agreement with Dorset College to establish a subsidiary college in Toronto. We will have a 90% ownership interest in this campus. Dorset College and we intend to operate the same academic programs at the Toronto campus as Dorset College in Vancouver.

Visionary University Town. On May 19, 2021, we entered into an agreement to purchase two buildings with a total floor area of 433,000 square feet at 95-105 Moatfield Drive, North York, a Toronto suburb, which had been IBM’s Canada headquarters. We intend to convert the buildings into a campus center that we refer to as University Town. We expect to use the facility to house MTM’s gaming and facility design programs and will have a capacity to provide teaching facilities for 12,000 to 15,000 international students in our educational programs. We may also lease portions of the facility to third party educational organizations with whom we may join in providing educational services. Pursuant to the fifth amendment to agreement of purchase and sale of 95-105 Moatfield Drive dated March 31, 2022, we are scheduled to close the purchase for the two buildings on May 26, 2022.

Niagara University in Ontario Partnership. Niagara University is a private university in Lewiston, New York, United States, that was founded in 1856. Niagara University has been educating students in the Catholic and Vincentian tradition, which emphasizes ethics, lifelong learning, and service to others and prepares their graduates for lives and careers that are both successful and fulfilling. Niagara University is a binational university operating in both New York and Ontario. Under consent of the Canada Ministry of Colleges and Universities, Niagara University offers four master programs in Ontario, including a Master of Science in education, a Master of Business Administration, a Master of Science in Finance, and a Master of Science in Information Security and Digital Forensics. Farvision has entered a strategic partnership with Niagara University to collaborate on these four master programs. Farvision is the exclusive student recruiting agent in Canada, China, India, and south-eastern Asia for Niagara University’s master programs offered in Ontario. Farvision has also developed four to six pre-master programs, which prepare students for admission to Niagara University’s master programs.

Halifax Language Institute of Canada, or Halifax Institute. Farvision signed a cooperation agreement with Halifax Institute on October 10, 2021, under which the two parties will establish a Toronto Branch of Halifax Institute, or the Halifax Institute Toronto. Halifax Institute Toronto is to be housed at our facility in Toronto. The Halifax Toronto Branch is expected to begin offering courses in July 2022. Under the cooperation agreement, Farvision is responsible for operation of the Halifax Institute Toronto and the enrollment of students in all courses offered by the Halifax Institute.

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Our Strengths and Growth Strategies

We believe that the following strengths differentiate us from our competitors and provide us with advantages for realizing the potential of market opportunity:

· recognized private education brands in Canada;

· international presence;

· substantial knowledge of our customers and the Canadian education market;

· established presence in targeted, high demand disciplines;

· innovative marketing, recruiting and retention strategies;

· commitment to offering academically rigorous, career-oriented programs;

· diverse programs and services offerings;

· extensive network of educational institutions;

· successful track record;

· experienced management team;

· collaborative partnering strategy;

· broad scope of education programs covering lifelong education;

· expertise in online education;

· ability to provide immigration services; and

· ownership of adequate real estate to house our businesses’ planned expansion.

Our goal is to become the leading provider of comprehensive private educational programs and training services in Canada, and the largest recruiter of international students to study in Canada. We intend to achieve our goal by pursuing the following growth strategies:

· acquire other educational businesses;

· establish new campuses and centers and expand our extensive network;

· expand our collaborative and other alliances;

· expand our education programs and training services offerings;

· expand relationships with private sector employers;

· leverage existing licensing arrangements and pursue others;

· leverage synergies among our campuses to expand recruiting and cross-selling efforts;

· increase conversion of shorter-term students to longer-term students;

· leverage our proposed PPP programs with public colleges and universities in other countries;

· expand course and degree offerings based on industry trends and government policies;

· integrate online and offline resources for our training;

· offer professional development related services by leveraging big data and artificial intelligence technologies; and

· develop mobile applications for our online education services.

5

Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus.

Ownership and Organization Chart

 

6

Summary of Risks Affecting Our Company

Our business is subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this prospectus. The main risks set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors” beginning on page 17, which you should read in its entirety.

· Ms. Zhou, our founder and majority shareholder, has exerted, and will continue to exert, substantial influence and control over our Company, including beneficial ownership of a majority of our issued and outstanding Common Shares.

· If we are unable to close on the property where we intend to locate Visionary University Town (“VUT”), we will be unable to fully execute our business plan, leading to the reduction of our operations.

· We are subject to the risks of the volatility of the real estate industry.

· Our strategy to use the space currently occupied by tenants for our operations upon termination of their leases could have a material adverse impact on our cash flow.

· We have limited operating history providing education services, which makes it difficult to predict our prospects and our business and financial performance.

· Our executive officers have no prior experience in operating a U.S. public company, and their inability to operating the public company aspects of our business could harm us.

· We may not be able to retain our key personnel or hire and retain the personnel we need to sustain and grow our business.

· The pandemic caused by COVID-19 has had an adverse impact on our business, results of operations, financial condition and cash flows and we cannot predict what the future impact of the pandemic will have on our business.

· We may not be able to improve the content of our existing courses, develop new courses or services in a timely or cost-effective manner.

· Our failure to pay our federal and provincial taxes could result in fines and interest charges and adverse outcomes from the examination of our tax returns could have an adverse effect upon our financial results.

· If we fail to develop and introduce new courses in anticipation of market demand in a timely and cost-effective manner, our competitive position and ability to generate revenues may be materially and adversely affected.

· Changes in Canada’s or Ontario’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations, particularly changes in laws affecting secondary education and immigration policies.

· Regulatory agencies or third parties may conduct compliance reviews, bring claims or initiate litigation against us. If the results of these reviews or claims are unfavorable to us, our results of operations and financial condition could be adversely affected.

· An active trading market for our Common Shares may not develop following this offering, and the trading price of our Common Shares may be volatile, each of which could result in substantial losses to investors.

· We cannot predict our future capital needs, and if we are unable to secure additional financing when needed, our operations and revenues would be adversely affected.

· Because we are incorporated under Canadian law, investors may face difficulties in protecting their interests, and investors’ ability to protect their rights through U.S. courts may be limited.

· Several of our subsidiaries have had limited operations and may not develop successfully.

· International travel to pursue educational opportunities and in person education have been adversely affected by the COVID pandemic and there is no assurance such travel and education programs will quickly recover or expand from prior levels.

· We will be a “controlled company” within the meaning of the corporate governance rules of The NASDAQ Capital Market and, although we do not presently intend to rely on certain exemptions from the corporate governance requirements of those rules, we may do so in the future.

· Competition could decrease our market share and cause us to lower our tuition rates.

· An increase in interest rates could adversely affect our ability to attract and retain students.

· We are subject to privacy and information security laws and regulations due to our collection and use of personal information, and any violations of those laws or regulations, or any breach, theft or loss of that information, could adversely affect our reputation and operations.

· System disruptions to our technology infrastructure could impact our ability to generate revenue and could damage the reputation of our institutions.

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Operating Results

Six Months Ended September 30, 2021 and 2020

Revenues.  Revenues increased by $1.2 million, or 60.1%, to approximately $3.2 million for the six months ended September 30, 2021 from approximately $2.0 million for the same period last year. The increase in revenue was mainly due to increased rent revenue, tuition revenue and the revenue from the sales of vacant lands.

Revenue by Type

	For the Six Months Ended September 30,
	2021			2020
Revenue category	Revenue		% of total Revenue	Revenue		% of total Revenue	Variance $ 2021			Variance % 2021
Rent revenue	$	1,169,842	36.1%	$	271,774	13.4%	$	898,068			330.4%
Tuition revenue		360,124	11.1%		126,484	6.3%		233,640			184.7%
Construction revenue		6,378	0.2%		40,635	2.0%		(34,257	)		(84.3)%
Sales of vacant land		1,702,280	52.6%		1,584,064	78.3%		118,216			7.5%
Total	$	3,238,624	100.0%	$	2,022,957	100.0%	$	1,215,667			60.1%

Rent revenue

Revenue from rent increased by $0.9 million, or 330.4%, to $1.2 million for the six months ended September 30, 2021 from $0.3 million for the same period last year. The increase in revenue was mainly due to the additional rent revenue generated from two office buildings in downtown of Markham that were purchased by the Company on April 15, 2021. In addition, rent revenue from our facility located in 41 Metropolitan Road, Toronto, Ontario also increased due to an increase in the number of tenants.

Tuition revenue

Revenue from tuition income increased by $0.23 million, or 184.7%, to $0.36 million for the six months ended September 30, 2021 from $0.13 million for the same period last year. The increase in revenue was mainly from the increased tuition from our online learning platform, Toronto ESchool, as well as tuition revenue from newly acquired Conbridge College, Lowell Academy and Princeton Education.

Due to the negative impact of COVID-19, we had slightly fewer students enrolled in our online learning platform courses. The number of students enrolled in our Toronto ESchool was 204 and 243 for six months ended September 30, 2021 and 2020, respectively. To compensate for the losses of the students enrolled in the credit courses that are required to obtain the OSSD, we started to offer various non-credit courses to help the overseas students prepare for their future studies in Canada after the pandemic. In addition, to differentiate from other competitors, we provided more proactive learning plans to the students and offered one-to-one instruction starting in fiscal 2021. As a result, we were able to charge higher fees for the six months ended September 30, 2021 as compared to the same period last year.

Construction revenue

Revenue from decoration and construction business decreased by $34,257, or 84.3%, to $6,378 for the six months ended September 30, 2021 from $40,635 for the same period last year. The decrease was mainly due to the negative impact caused by COVID-19 pandemic. We basically had no significant income from our construction business during the six months ended September 30, 2021.

Sales of vacant lands

We sold 6 lots of vacant land during the six months ended September 30, 2021 and generated revenue of approximately $1.7 million. We sold 6 lots of vacant land during the same period last year and generated revenue of approximately $1.6 million. We sold one lot subsequent to the period ended September 30, 2021, and we have one lot remaining unsold as of the date of this prospectus.

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Gross profit

Our gross profit increased by $0.7 million, or 60.6%, to $1.8 million for the six months ended September 30, 2021, from $1.1 million for the same period last year. Gross profit margin was 54.1% for the six months ended September 30, 2021, as compared with 54.0% for the same period last year. The slight increase of 0.1% in the gross profit margin was primarily attributable to the higher gross profit margin from our education segment and sales of vacant land, offset by a slightly lower gross profit margin from our rental business.

Net income

Our net income was approximately $0.6 million for the six months ended September 30, 2021, a decrease of approximately $0.3 million from approximately $0.9 million for the same period last year. The decrease was primarily attributable to increased sales and gross profit, offset by the increased operating expenses.

Fiscal Years Ended March 31, 2021 and 2020

Revenues.  Our revenues increased by $6.8 million, or 728.3%, to approximately $7.7 million in fiscal 2021 from approximately $0.9 million in fiscal 2020. The increase in revenue was due to the $6.6 million from the sales of vacant lands in fiscal 2021.

Revenue by Type

	For the Year Ended March 31,
	2021			2020
Revenue category	Revenue		% of total Revenue	Revenue		% of total Revenue	Variance $ 2021			Variance % 2021
Rent revenue	$	674,898	8.7%	$	555,360	59.5%	$	119,538		21.5 %
Tuition revenue		358,241	4.7%		296,166	31.8%		62,075		21.0 %
Construction revenue		78,219	1.0%		81,181	8.7%		(2,962	)	(3.6)%
Sales of vacant land		6,613,863	85.6%		–	–%		6,613,863		N/A
Total	$	7,725,221	100.0%	$	932,707	100.0%	$	6,792,514		728.3 %

Rent revenue

Revenue from rent increased by $0.1 million or 21.5%, from $0.6 million in fiscal 2020 to $0.7 million in fiscal 2021. The increase in revenue was mainly due to an increase in the number of tenants, including one related party and one private school to be acquired by us, in our facility located in 41 Metropolitan Road, Toronto, Ontario. Nearly 50% of the tenants are in the educational business.

Tuition revenue

Revenue from tuition income increased by $0.1 million, or 20.1%, from $0.3 million in fiscal 2020 to $0.4 million in fiscal 2021. The increase in revenue was mainly from the increased tuition from our online learning platform – Toronto ESchool.

Due to the negative impact of COVID-19, we had fewer students enrolled in our courses because of the restrictions of international travel which delayed the study plans of many international students. To compensate the losses of the students enrolled in the credit courses which are required to obtain OSSD, we started to offer various non-credit courses to help the overseas students prepare for their future studying in Canada after the pandemic. In addition, to differentiate from other competitors, we provided more proactive learning plans to the students and offered one-to-one instructions in fiscal 2021. As a result, we were able to charge higher fees as compared to the previous years.

The number of students enrolled in our online learning platform was 396 and 462 for fiscal 2021 and fiscal 2020, respectively. These students enrolled in a total of 569 courses and 577 courses in fiscal 2021 and fiscal 2020, respectively. The average fee for each course was $529 and $490 for fiscal 2021 and fiscal 2020, respectively.

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Construction revenue

Revenue from decoration and construction business slightly decreased by $2,962 or 3.6%, from $81,181 in fiscal 2020 to $78,219 in fiscal 2021. The slight decrease was mainly due to the restrictions imposed by the Ontario provincial government for non-essential business as an effort to control the COVID-19 pandemic.

Sales of vacant lands

We sold 19 lots of vacant land in fiscal 2021 and generated revenue of approximately $6.6 million. We had no such sales in fiscal 2020. We had eight lots of vacant land available for future sales.

Gross profit

Our gross profit increased by $3.7 million, or 640.1%, to $4.3 million in fiscal 2021 from $0.6 million in fiscal 2020, Gross profit margin was 55.2% in fiscal 2021, as compared with 61.8% in fiscal 2020. The decrease of 6.6% in the gross profit margin was primarily attributable to the lower gross profit margin for our sales of vacant land, which had lower gross margins as compared to the revenues generated from other sources.

Net income

Our net income was $2.9 million in fiscal 2021, an increase of $2.7 million from $0.2 million in fiscal 2020. The increase was mainly due to the increased revenue in fiscal 2021 due to the land sales.

Our Corporate History and Office Location

We were incorporated on August 10, 2013, as 123 Natural Food Ontario Ltd. under the Ontario Business Corporations Act. We changed our corporate name to Visionary Education Technology Holdings Group Inc. on March 25, 2021. Our fiscal year end is March 31.

Our head office is located at 200 Town Centre Blvd., Floor 4, Markham, Ontario L3R 8G5, Canada. Our telephone number is 905-758-1028. Our website is www.visiongroupca.com. The information contained on this and our other websites is not a part of this prospectus.

Controlled Company Status

Following the completion of this offering, as a result her indirect share ownership, Ms. Zhou, will be able to exercise voting control with respect to an aggregate of 22,750,000 Common Shares, representing approximately 57.96% of the total voting power of our outstanding capital stock (or approximately 57.03% of the total voting power of our outstanding capital stock if the Underwriters exercise in full their option to purchase additional Common Shares). Accordingly, Ms. Zhou will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors. Because Ms. Zhou will control a majority of our outstanding voting power, we will be a “controlled company” under the corporate governance rules for NASDAQ-listed companies. Similarly, we may not be required to comply with all applicable NASDAQ corporate governance requirements for domestic issuers as a result of its “foreign private issuer” status. We are not required to have a board consisting with a majority of independent directors, but we intend to have a board with a majority of independent directors.

Ms. Zhou was the Chief Executive Officer of the Company from April 1, 2020 to October 31, 2020. Ms. Zhou served as a director of the Company from August 20, 2013 until December 15, 2021 and as executive director from March 24, 2021 until December 15, 2021. Ms. Zhou has over 20 years of experience in international vocational education in Canada and China. In 2000, she became the director of China marketing at US Xintra International Computer Institute (“Xintra”) in Toronto, Canada. Between 2001 to 2004, she became the director of the China Branch of Xintra in Guangzhou, China, and later the chair of Guangzhou Xintra Computer Ltd. and the Principal of Guangzhou Xintra Computer Training School. From 2005 to 2019, she was the director for the International Financial Management Association, South China Chapter and the chair and chief executive officer of China Youth Lang Dun Education Culture and Technology in Toronto, Canada, From 2015 to 2019, she served as the marketing director for the Toronto E-School, now a subsidiary of our Company, to promote and market the program in China, and served as the director of the International Commercial Art Designer Association (“ICAD”) in Toronto, Canada, where she managed the program for ICAD certification. She is the executive chairman of the Canada-China Economic and Trade Development Policy Committee, the Chairman of the Board of Directors for the North American Chinese Culture and Education Exchange Promotion Association, and, since March 2020, the Chairman of the Board of Directors for the Canadian Youth Education Mutual Aid Association. Ms. Zhou is pursuing her doctorate (PhD Candidate) degree from Jinan University in China.

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Notes on Prospectus Presentation

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Some market data and statistical information contained in this prospectus is also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal research and our knowledge of the education industry in Canada. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source.

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

· are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

· are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

· are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

· are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

· may present only two years of audited financial statements; and

· are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our common share held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

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Foreign Private Issuer Status

We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example:

· we are not required to provide certain Exchange Act reports, or as frequently, as a domestic public company;

· for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

· we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

· we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

· we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

· our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

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The Offering

Issuer:	Visionary Education Technology Holdings Group Inc.
Securities being offered:	4,250,000 Common Shares on a firm commitment basis.
Offering price per share:	$4.00 per share.
Over-allotment option:	We have granted the Underwriters for 45 days from the date of this prospectus to purchase up to an additional 637,500 Common Shares (equal to 15% of the Common Shares offered hereby) on the same terms as the other shares being purchased by the Underwriters from us.
Shares outstanding before this offering:	35,000,000 Common Shares
Shares outstanding after this offering:	39,250,000 Common Shares (or 39,887,500 Common Shares assuming that the Underwriters’ over-allotment option is exercised in full).
Control by Ms. Fan Zhou:	Ms. Zhou will own 57.96% of the Common Shares outstanding after this offering and will be in a position to control the election of all directors and the vote of the stockholders on any matter that may come before the stockholders for a vote.
Use of proceeds:	We estimate that our net proceeds from this offering will be approximately $14,221,500, based on an issuance of 4,250,000 Common Shares at an assumed initial public offering price of $4.00 per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses and assuming no exercise of the over-allotment option granted to the Underwriters. We do not intend to use any of the proceeds of this offering for acquisitions of other companies or real estate or repayment of loans from affiliated parties. We intend to use these net proceeds for, among other things, (i) PPP projects, (ii) MTM course development and program partnerships with other universities, (iii) vocational education, (iv) development of global market and distribution channels and (iv) general corporate purposes, including working capital and operating expenses. See “Use of Proceeds” for more information.
Lock-up:	Our executive officers, directors, and holders of at least five percent of our outstanding Common Shares have agreed with the representative not to sell, transfer or dispose of any shares or similar securities for a period of 365 days following the closing of this offering. All other holders of the outstanding Company Common Share have agreed with the representative not to sell, transfer or dispose of any shares or similar securities for a period of 180 days following the closing of this offering, and we have agreed, for a period of twelve (12) months, not to sell any capital stock or any derivative, not to file any registration statement or enter into any swap or similar arrangement without the prior consent of the representative. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

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Listing:	We have obtained the approval to list the Common Shares on the NASDAQ, under the Symbol VEDU, which symbol has been reserved.
Risk Factors:	Investing in our Common Shares is highly speculative and involves a significant degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in our Common Shares.
Underwriter Compensation:	In connection with this offering, the Underwriters will receive an underwriting discount equal to seven and three quarters percent (7.75%) of the offering price of the shares in the offering. In addition, we have agreed to: (i) reimburse certain accountable expenses of the Representative, (ii) reimburse the Representative for certain expenses incurred relating to this offering including a non-accountable expense allowance equal to one and a half percent (1.5%) of the aggregate public offering price of the common shares in this offering, (iii) pay to the representative of the Underwriters a cash advisory fee of $250,000, which the representative of the Underwriters may retain from the gross proceeds of this offering, and (iv) indemnify the underwriters for certain liabilities in connection with this offering. See “Underwriting” starting on page 132 of this prospectus.
Dividends:	We do not anticipate paying dividends on our common shares for the foreseeable future.
Transfer Agent:	Issuer Direct Corporation.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated statements of operations for the fiscal years ended March 31, 2021 and 2020, and for the six months ended September 30, 2021 and 2020 as well as summary consolidated balance sheet data as of March 31, 2021 and 2020, and as of September 30, 2021 have been derived from our audited and unaudited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

Our historical results are not necessarily indicative of results expected for future periods. You should read this Summary Consolidated Financial Data section together with our consolidated financial statements and the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following summary consolidated statements of operations for the years ended March 31, 2021 and 2020 and for the six months ended September 30, 2021 and 2020, have been derived from our internally prepared, consolidated financial statements included elsewhere in this prospectus.

Summary Consolidated Statement of Income and Comprehensive Income

(In U.S. dollars, except number of shares)

	For the Six Months Ended September 30, 2021		For the Six Months Ended September 30, 2020		For the Year Ended March 31, 2021		For the Year Ended March 31, 2020
	(Unaudited)		(Unaudited)		(Audited)		(Audited)
Revenues	$	3,238,624	$	2,022,957	$	7,725,221	$	932,707
Cost of revenues	$	1,485,564	$	931,238	$	3,459,447	$	356,323
Gross profit	$	1,753,060	$	1,091,719	$	4,265,774	$	576,384
Operating expenses	$	878,036	$	91,046	$	536,988	$	195,177
Income from operations	$	875,024	$	1,000,673	$	3,728,786	$	381,207
Other non-operating income (expenses), net	$	24,981	$	207,659	$	187,986	$	(86,974	)
Provision for income taxes	$	261,657	$	273,258	$	1,003,126	$	52,495
Net income	$	638,348	$	935,074	$	2,913,646	$	241,738
Less: net income attributable to noncontrolling interest	$	46,457	$	14,322	$	46,789	$	25,993
Net income attributable to Visionary Education Technology Holdings Group, Inc.	$	591,891	$	920,752	$	2,866,857	$	215,745
Earnings per share, basic and diluted	$	0.02	$	0.03	$	0.08	$	0.01
Weighted average Common Shares outstanding		35,000,000		35,000,000		35,000,000		35,000,000

Summary Consolidated Balance sheet

(In U.S. dollars)

	As of September 30, 2021		As of March 31, 2021		As of March 31, 2020
	(Unaudited)		(Audited)		(Audited)
Cash	$	255,083	$	1,190,616	$	109,860
Current assets	$	2,252,185	$	5,791,430	$	3,624,500
Total assets	$	28,468,270	$	13,667,102	$	7,906,413
Current liabilities	$	6,337,996	$	4,167,839	$	5,400,476
Total liabilities	$	24,569,548	$	10,435,189	$	7,752,830
Total stockholders’ equity	$	3,898,722	$	3,231,913	$	153,583
Total liabilities and stockholders’ equity	$	28,468,270	$	13,667,102	$	7,906,413

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Each $1.00 increase (decrease) in the assumed public offering price of $4.00 per share would increase (decrease) our stockholders’ equity, as adjusted, after this offering by approximately $4.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of securities we are offering. An increase (decrease) of 1,000,000 in the number of shares offered by us at the assumed offering price of $4.00 per share would increase (decrease) our stockholders’ equity, as adjusted, after this offering by approximately $3.7 million, if the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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RISK FACTORS

Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our common share could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Please refer to “Special Note Regarding Forward-Looking Statements.” If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common share could decline, and investors in our securities may lose all or part of their investment.

Risks Related to Our Business and Industry

Our business, results of operations and financial condition have been adversely impacted by the recent COVID-19 pandemic.

The novel strain of the coronavirus (COVID-19) has spread globally and has resulted in authorities imposing, and businesses and individuals implementing, numerous unprecedented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns. Due to the impact of COVID-19 around the world, our education business decreased significantly from the first quarter to the second quarter of 2020 as governments around the world, including Canada, entered a lockdown to prevent the spread of COVID-19.

Increased current unemployment and loss of income, as well as any further disruptions from an uptick in new infections related to COVID-19 may materially harm our business prospects. As COVID-19 confirmed cases increase, we may have difficulty increasing new student enrollment, revenue and growth. The loss of a significant number of students since March 2020 has contributed to a significant decrease in our revenue for the fiscal year ended March 31, 2021. While the impact of the pandemic is decreasing, the number of our students and the relevant revenue gradually recovered during the six-month period ended September 30, 2021. A continued decrease in our student population due to the effects of COVID-19 will have a further adverse effect on our financial results.

We have limited operating history providing education services, which makes it difficult to predict our prospects and our business and financial performance.

Although we have been engaged in the real estate business since 2013 and have management with prior experience in providing education services, we have only been providing education services and operating schools through several acquisitions beginning in November 2017 when we purchased a majority interest in Toronto ESchool. Additionally, our limited history of operating our planned main business lines may not serve as an adequate basis for evaluating our prospects and operating results, including net revenue, cash flows, profitability, or prospects. We have encountered, and may continue to encounter in the future, risks, challenges, and uncertainties associated with operating a private education business, such as addressing regulatory compliance and uncertainty, engaging, training, and retaining high-quality teachers and administrators, and expanding our school network. If we do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business and financial performance may suffer.

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Some of our schools are in the early stages of development and have only limited operations. A negative change in the development or implementation of our PPP programs or 2+2 programs with public colleges or public universities, could cause delays in the execution of our business plan. Our inability to successfully increase the utilization rate for the schools that are in the ramp-up stage or adverse changes in our development of our PPP programs could have a material adverse effect on our results of operations, financial condition, and prospects.

In addition, as some of our schools commenced operations recently, they have not yet reached their full capacity. For newly established schools, we have recruited students only for certain grades, which leads to a relatively lower utilization rate for such schools. With our existing students progressing into the next grades in school and as we fill up new entry classes, we expect the utilization rates of our newly established schools to increase accordingly. We cannot assure you that we will be able to successfully increase the utilization rate for the schools that are in the ramp-up stage, which may materially and adversely affect our business growth and profitability.

We are subject to the risks of the volatility of the real estate industry.

Revenue from the sale of real property, from leasing office space to third parties, and from construction activities accounted for 88.9% of our revenue for the six months ended September 30, 2021, 95.3% of our revenue for the fiscal year ended March 31, 2021, and 68.2% of our revenue for the fiscal year ended March 31, 2020, and lease revenue is likely to account for a substantial portion of our revenue for at least the next several years. We are subject to the volatility and uncertainty of the Toronto real estate market, particularly regarding our ability to sell the parcel of vacant land in our inventory, refinance the mortgages on our office buildings and renew leases for office space at rents that are equivalent to or greater than the rents we currently receive, should we decide to not renew the leases and utilize the space for our own operations. In addition, defaults by a significant number of tenants would have a material adverse impact on our revenue. In such an event, there is no guaranty that we would be able to lease any space vacated by those tenants or lease such space at equivalent rents. A material reduction in lease revenue could have a material adverse effect on our ability to finance our operations and result in a loss from operations should revenue from the education business not offset any such reduction in revenue.

We do not expect to generate revenue from the sale of real estate in the future, which has been a principal source of our revenue in recent fiscal periods.

During the six months ended September 30, 2021, we sold six lots of vacant land and generated revenue of approximately $1.7 million, which constituted approximately 52.6% of our revenue for the period. During the fiscal year ended March 31, 2021, we sold 19 lots of vacant land for $6.6 million, which constituted approximately 86% of our revenue for that fiscal year. We have only one lot remaining available for sale. We do not have any plans to sell any of the other real estate that we own. Therefore, we do not expect to generate any other revenue from the sale of real estate in future periods, and our principal sources of revenue will be from our educational business and leases of existing real estate that we own. If we are unable to generate additional income from those sources, our revenue will decline, which could have a material adverse effect on our results of operations.

Our strategy to use the space currently occupied by tenants for our operations upon termination of their leases could have a material adverse impact on our cash flow.

We intend to expand our operations into some, or all, of the office space currently occupied by unaffiliated tenants. Rental income provides a significant portion of our current revenue, which will continue after the expected acquisition of the property for Visionary University Town. Revenue from rent was $1,169,842 for the six months ended September 30, 2021, and $674,898 in the fiscal year ended March 31, 2021 and the monthly rent from the two tenants who occupy the projected campus for VUT is $507,745. While we anticipate generating revenue from our education business to be located in these spaces to offset the potential loss of rental revenue, to the extent that such education revenue is less than the revenue currently being generated by space we no longer rent, our ability to finance our operations and service the mortgages on these properties will be impaired, which could lead to default.

If we are unable to close the acquisition of the property for Visionary University Town, we will be unable to fully execute our business plan, leading to the reduction of our operations.

On May 19, 2021, we executed an agreement to acquire the campus comprising nine acres of land and two buildings, with a total of approximately 433,000 square feet of office space or a purchase price of $73.2 million (C$93.3 million). We intend that VUT will be the location for of our PPP Program. The closing is expected to occur in May 2022. We plan to have approximately 60,000 square feet of the facility available for the initial PPP students in September 2022. While we have paid a $8.64 million (C$10.8 million) non-refundable deposit and are in discussions to obtain the balance of the financing necessary to close the acquisition, we do not yet have any agreement for the balance of the financing for the acquisition or build-out of VUT, and there is no assurance that such financing will be available on terms acceptable to us or at all. Moreover, should the initial financing be on terms that require the loan to be repaid within a few years, there is no assurance that substitute financing will be available on acceptable terms at the maturity date of the initial loan. Should the transaction not close, and should we be unable to locate separate space for VUT on acceptable terms, we will lose our deposit and will be unable to fully execute our business plan, leading to the reduction of our operations which will have a further adverse effect on our financial results.

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We have limited experience operating some of our education businesses.

We have acquired several of our education companies since March 31, 2021, including Princeton Career Education Group, Conbridge College of Business and Technology Inc., Lowell Academy, Farvision Human Resources Service Co Ltd., and Visionary Immigration and MTM. While we have an experienced management team, operating those businesses and integrating them with our current operations is challenging and the inability to successfully operate one or more of these businesses could have a material adverse impact on our operations, financial condition, and prospects.

We have experienced losses and may not maintain profitability.

Although we have had profitable quarterly and annual periods, we have also experienced losses in the past and may experience losses in the future. We expect that our operating expenses and business development expenses will increase as we enroll more students, open new campuses and develop new programs. As a result, there can be no assurance we will be able to generate sufficient revenues to maintain profitability.

We assembled our management team beginning in late 2020. As a result, they have had a limited amount of time working in their positions and working together and may not be able to accomplish our business plan.

Our Chief Executive Officer, Chief Operating Officer, Chief Academic Officer Chief Financial Officer, and Chief Information Officer began employment in these positions at various times since November 2020. Ms. Zhou, our founder and majority shareholder, served as Chief Executive Officer from April through October 2020 and served as Executive Director from March 2021 until December 2021. Only a few board members and officers, including Thomas Traves, our Chief Executive Officer, have experience running private education institutions. They have limited experience working with our Company and collaborating as a team to carry out our business plan. If any of them individually is unable to perform his or her duties successfully or if they collectively are unable to work together, we may not be able to accomplish our business plan as outlined in this prospectus.

Our executive officers have no prior experience in operating a U.S. public company, and their inability to operate the public company aspects of our business could harm us.

Our executive officers have no experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules, and regulations uncertain. Our failure to comply with all laws, rules, and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and share price.

Our business, financial condition and results of operations may be adversely affected by a downturn in the global or Canadian economy.

Because our student enrollment may depend on our students’ and potential students’ and their parents’ levels of disposable income, perceived job prospects and willingness to spend on education courses, as well as the level of hiring demand of positions in the areas in which our schools train, our business and prospects may be affected by economic conditions in Canada or globally. The global financial markets experienced significant disruptions in 2008 and 2020. In both instances, Canada and other economies went into recession. The recovery from the lows of 2008 and 2009 was uneven and the global recovery from the lows in 2020 remains slow and inconsistent. While the COVID-19 pandemic is being gradually controlled, Canada is open for international study visas and expects to gradually open for other categories of entry visas. However, if the pandemic worsens again, Canada may choose to impose international travel restrictions that would adversely affect student enrollment.

Economic conditions in Canada and other countries from which we expect to draw our international students are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in Canada and those countries. A decline in the economic prospects in the industries in which our vocational training courses are concentrated could alter current or prospective students’ spending priorities and the demand for workers, and therefore the students’ job prospects, in these areas. We cannot assure you that education spending in general or with respect to our course offerings in particular will increase, or not decrease, from current levels. Therefore, a slowdown in Canada’s economy or the global economy may lead to a reduction in demand for the training covered by our courses, which could materially and adversely affect our financial condition and results of operations.

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We will need additional capital to fully carry out our proposed expansion plan, and we may not be able to further implement our business strategy unless sufficient funds are raised, which could cause us to scale back our proposed plans or discontinue our expansion.

We will require significant expenditures of capital in order to carry out our full expansion plan. We estimate that we will need financing of approximately $20 million to complete our proposed expansion plan for the next twelve months. As of September 30, 2021, we had cash and cash equivalents of approximately $255,083 and a negative working capital of approximately $4 million. We plan to obtain the necessary additional funds from the sale of our securities in this offering, and/or the sale of the remaining real estate owned by us, and/or loans, if required. However, there can be no assurance that we will obtain the financing required, or at all. If we are not able to obtain the necessary additional financing, we may be forced to scale back our expansion plans or eliminate them altogether. Expending our cash resources on expansion could also negatively impact our current operations by reducing the amount of funds available to cover additional expenses that may arise in the future or offset losses should we suffer a decrease in revenues.

Historically, we have funded our operations primarily from loans from affiliates, revenue from our real estate operations and the sale of real property. Ms. Zhou, our founder and majority shareholder, had outstanding advances to us of $2,388,738 as of September 30, 2021, and $1,471,191 as of March 31, 2021, and further advanced to us an additional $5,250,000, $1,700,000, and $1,440,000 interest free for the deposit on the acquisition of the proposed campus for VUT in November, 2021, March 2022 and April 2022, respectively and is willing but not obligated to advance additional funds to us as of the date of this prospectus. However, our ability to obtain additional financing is subject to a number of factors, including market conditions and their impact on the market price of our common shares, the downturn in the global economy and resulting impact on stock markets and investor sentiment, our competitive ability, investor acceptance of our business or our expansion plan, and the political and economic environments of countries where we are doing business. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are unable to raise additional financing, we will have to significantly reduce, delay or cancel our planned activities. We cannot assure you that we will have sufficient resources to successfully conduct our expansion, or that we will be able to obtain any additional funding required, in which event we may not be able to continue our expansion or our expansion plan may fail. There can be no assurance that we will achieve our plans, or any of them.

If Ms. Zhou, our founder and the indirect beneficial owner of a majority of our outstanding shares, demands payment of her outstanding loans to us, our business, results of operations, financial condition, cash flows, and prospects will be adversely affected.

Ms. Zhou, our founder and majority shareholder, had outstanding loans to us of $2,388,738 as of September 30, 2021, and $1,471,191 as of March 31, 2021. As of April 2022, she has also advanced us a total of $8,390,000 for deposits on the acquisition of the proposed campus for VUT. An initial loan of $5,250,000, evidenced by a promissory note, is interest free and payable on demand, and a second and a third loan of $1,700,000 and $1,440,000, respectively, also evidenced by a promissory note, is interest free and is payable on March 8, 2023 and April 3, 2022, respectively, which payment date may be extended at the our option. In addition, Ms. Zhou loaned us $643,618 as the closing payment for the acquisition of MTM, which closed on February 28, 2022. The promissory notes evidencing the most recent two loans have a term of one year, are non-interest bearing, and grant the Company an option to renew. If we fail to close on the proposed acquisition of the VUT campus and lose our deposits Ms. Zhou has agreed to forgive the $8,390,000 that she advanced for the several deposits, including the payments made for the acquisition of MTM. However, Ms. Zhou demands payment of all or part of her outstanding loans to us (other than the loans that she has agreed to forgive), we may be unable to obtain other sources of financing to repay such loans. In addition, if the Company were to seek the protection of Canadian bankruptcy laws, Ms. Zhou would be our largest secured and unsecured creditor who would be entitled to be paid before we made any distributions to our common shareholders. Our failure or inability to repay Ms. Zhou’s demand loan would have a material adverse effect on our business, results of operations, financial condition, cash flows, and prospects.

The expansion of our business through acquisitions, joint ventures, and other strategic transactions creates risks that may reduce the benefits we anticipate from these strategic transactions.

We intend to enter into acquisitions, partnerships, joint ventures and other strategic transactions, directly or through our subsidiaries, as vehicles to expand our education business in Canada and other countries, particularly partnerships and licensing agreements with public colleges and other educational institutions. We continually seek out new business acquisitions, partnership opportunities and joint ventures to expand our operations. Our management is unable to predict whether or when any future strategic transactions will occur, including identifying suitable acquisition targets, partnership opportunities or joint venture partners, or the likelihood of any particular transaction being completed on terms and conditions that are favorable to us.

Acquisitions, partnerships, joint ventures or other strategic transactions may present financial, managerial and operational challenges. We may be exposed to successor liability relating to prior actions involving a predecessor company, or contingent liabilities incurred before a strategic transaction. Liabilities associated with an acquisition or a strategic transaction could adversely affect our financial performance. Any failure to integrate new businesses or manage any new alliances successfully could adversely affect our reputation and financial performance.

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The operations of any businesses that we acquire are subject to their own risks, which we may not be able to manage successfully.

The financial results of any businesses that we acquire may be subject to many of the same factors that affect our financial condition and results of operations, including the seasonal nature of the education business, exposure to currency exchange rate fluctuations, the competitive nature of our markets, and regulatory, legislative and judicial developments. The financial results of any businesses acquired could be materially adversely affected as a result of any of these or other related factors, which we may not be able to manage successfully, and which could have a material adverse effect on our results of operations and financial condition on a consolidated basis.

We may have only limited recourse for losses relating to an acquisition.

The due diligence conducted in connection with an acquisition that we make and the indemnification that may be provided in the related acquisition agreement may not be sufficient to protect us from, or compensate us for, losses resulting from such acquisition. Subject to certain exceptions, the seller may only be liable for misrepresentations or breaches of representations and warranties for several months from the closing date of the acquisition. A material loss associated with the acquisition for which there is no adequate remedy under the acquisition agreement that becomes known to us after that time could materially adversely affect our results of operations and financial condition and reduce the anticipated benefits of the acquisition.

We may not be able to adopt new technologies important to our business.

Technology standards in internet and value-added telecommunications services and products in general, and in online education in particular, may change over time. If we fail to anticipate and adapt to technological changes, our market share and our business development could suffer, which in turn could have a material and adverse effect on our financial condition and results of operations. If we are unsuccessful in addressing any of the risks related to the technology that we utilize, our reputation and business may be materially and adversely affected.

Failure to effectively and efficiently manage the expansion of our school network may materially and adversely affect our ability to capitalize on new business opportunities.

We plan to pursue a number of different strategies to expand our operations. These strategies include:

· acquiring existing education institutions that align with our business plan,

· exploring blockchain and artificial intelligence technology to be applied into our business,

· expanding our relationship with agents who recruit students on our behalf,

· bringing international students to Canada who will pay higher tuition fees, thereby generating more revenues than domestic students,

· enhancing our infrastructure in Canada, and

· opening additional campuses in Canada.

We acquired control of MTM and Conbridge on February 28, 2022 and September 1, 2021, respectively. We plan to expand their program offerings and partnerships. The rapid pace at which we have expanded and plan to continue expanding may place substantial demands on our management, faculty, administrators, operational, technological and other resources. In particular, we may face challenges in the following areas:

· controlling costs and developing operating efficiencies to manage the financial side of our expansion;

· maintaining the consistency of our teaching quality and our culture to ensure that recognition of our brands does not suffer;

· improving our existing operational, administrative and technological systems and our internal control over financial reporting;

· recruiting, training and retaining additional qualified instructors and management personnel as well as other administrative and sales and marketing personnel, particularly as we expand into new markets;

· continuing to market our brands to recruit new students for existing and future learning centers; and

· obtaining the necessary government approvals to operate in new schools and programs.

We cannot assure you that we will be able to effectively and efficiently manage the growth of our operations. Any failure to effectively and efficiently manage our expansion may materially and adversely affect our ability to capitalize on new business opportunities or effectively run our existing operations, which in turn may have a material adverse impact on our business, our internal control over financial reporting, our financial condition and our results of operations.

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If fewer international students aspire to study abroad, especially in the Canada, demand for our international schools may decline.

One of the principal drivers of the growth of our schools has been the increasing number of international students who aspire to study abroad, especially in Canada. As such, any adverse changes in immigration policy or political sentiments toward foreigners and immigrants, terrorist attacks, geopolitical uncertainties and any international conflicts involving these countries could increase the difficulty for international students to study overseas or decrease the appeal of studying in Canada to international students. Any significant change in admission standards for international students could also affect the demand for overseas education by international students.

In addition, any fluctuation in the currency exchange rate could have a negative impact on the translation of home country currencies into Canadian dollars, which may increase the costs of living and tuition for international students studying abroad. The attractiveness of pursuing education in Canada may decrease accordingly, which could adversely affect our business and profitability.

Furthermore, international students may also become less likely to study abroad due to other reasons, such as improving domestic education or employment opportunities associated with continued economic development in their home countries. These factors could cause declines in the demand for our schools, which may adversely affect our business and profitability.

Our students in Canada are subject to risks relating to financial aid and student loans. A substantial decrease in government student loans, or a significant increase in financing costs for our students, could have a material adverse effect on student enrollment and financial results.

Our Canadian and foreign students are highly dependent on government-funded financial aid programs. Students apply for student loans on an annual basis. Changes to financial aid program regulations that restrict student eligibility or reduce funding levels for student loans, may adversely affect our enrollment and collection of student billings, causing revenues to decline.

Students who are Canadian citizens also receive a tax deduction for all or a portion of the amount of tuition paid by the individual in a particular tax year, and an amount for textbooks (called an education tax credit) that is based on whether the student attended on a “full-time” or “part-time” basis, as set out in applicable Canadian and provincial income tax laws. The availability of these tax credits may impact the financial ability of our students to enroll in our programs and if such tax credits were to be eliminated or reduced, our enrollment levels may decline, which could result in a decrease in our revenues.

If we are not able to continue to attract students to enroll in our courses, our revenues may decline and we may not be able to maintain profitability.

The success of our business depends primarily on the number of students enrolled in our schools and courses and the amount of course fees that our students are willing to pay. Our ability to continue increasing our student enrollment levels without a significant decrease in course fees is critical to the continued success and growth of our business. This in turn will depend on several factors, including our ability to develop new programs and enhance existing programs to respond to changes in market trends and student demands, manage our growth while maintaining the consistency of our teaching quality, effectively market our programs to a broader base of prospective students, develop and license additional high-quality educational content and respond to competitive pressures. If we are unable to continue to attract students to enroll in our courses without a significant decrease in course fees, our financial condition, results of operations and cash flows could be materially adversely affected.

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If we fail to develop and introduce new courses, services and products that meet our students’ expectations, our competitive position and ability to generate revenues may be materially and adversely affected.

Our core business is centered on providing our education programs and training services in Canada. Unexpected technical, operational, logistical, regulatory or other problems could delay or prevent the introduction of one or more new programs or services. Moreover, we cannot assure you that any of these programs or services will match the quality or popularity of those developed by our competitors, achieve widespread market acceptance, or generate the desired level of income.

Our new courses and services may compete with our existing courses and services.

We are constantly developing new courses and services to meet changes in student demands, school curriculum, testing materials, government policies, market trends and technologies. While some of the courses and services that we develop will expand our current course catalogue and services and increase student enrollment, others may compete with or render obsolete our existing courses and services without increasing our total student enrollment. If we are unable to increase our total student enrollment and profitability as we expand our course catalogue and services, our business and growth may be adversely affected.

Our quarterly results of operations are likely to fluctuate based on our seasonal student enrollment patterns.

Our business is seasonal in nature, and we receive the bulk of our cash flows at the beginning of each new school term. Accordingly, our results in a given quarter may not be indicative of our results in any subsequent quarter or annually. Our quarterly results of operations have tended to fluctuate as a result of seasonal variations in our education business in Canada, principally due to seasonal enrollment patterns. Our second quarter results tend generally to be relatively low as few students are enrolled in courses over the summer.

Changes in our total student population may influence our quarterly results of operations. Our student population varies as a result of new student enrollments, graduations and student attrition.

Our schools’ academic schedule generally does not affect our costs, and our costs do not fluctuate significantly on a quarterly basis. Fluctuations in quarterly results, however, may impact management’s ability to accurately project the available cash flows necessary for operating and growing expenses through internal funding. We expect quarterly fluctuations in results of operations to continue as a result of seasonal enrollment patterns. These patterns may change, however, as a result of new campus openings, new program offerings and increased enrollment of adult students. Our operating results have fluctuated and may continue to fluctuate widely.

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We operate in a highly competitive industry, and competitors with greater resources could harm our business, decrease market share and put downward pressure on our tuition rates.

The secondary and post-secondary education market is highly fragmented and competitive. We compete for students with traditional high schools, public and private colleges and universities, other not-for-profit schools, including those that offer online learning programs, and alternatives to higher education, such as employment and military service. Many public and private high schools, colleges, and universities offer online programs. We expect to experience additional competition in the future as more high schools, colleges, universities, and for-profit schools offer an increasing number of online programs due in part to the pandemic. Public institutions receive substantial government subsidies, and public and private non-profit institutions have access to government and foundation grants, tax-deductible contributions, and other financial resources generally not available to for-profit schools. Accordingly, public and private nonprofit institutions may have instructional and support resources superior to those in the for-profit sector, and public institutions can offer substantially lower tuition prices. Some of our competitors in both the public and private sectors also have substantially greater financial and other resources than we have. We may not be able to compete successfully against current or future competitors and may face competitive pressures that could adversely affect our business, prospects, financial condition, and results of operations. These competitive factors could cause our enrollments, revenues, and profitability to significantly decrease.

Compliance with rules and requirements applicable to public companies may cause us to incur increased costs, which may negatively affect our results of operations.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related regulations implemented by the SEC and NASDAQ are increasing legal and financial compliance costs and making some activities more time consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified directors to sit on our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

We have an understanding with the Canadian Revenue Agency to satisfy our obligation to pay our income tax payable and other tax payable in 2022, but the failure to satisfy such obligation could have an adverse impact on our financial condition.

As of September 30, 2021, we had accrued and unpaid income tax liabilities of $1,434,632 and other unpaid tax liabilities of $1,357,621, in both cases including penalties and interest. We believe that we have an oral understanding with the Canada Revenue Agency (the “CRA”) to pay all such tax liabilities by December 31. 2022 pursuant to an installment schedule. We made the first payment of $40,000 on March 10, 2022, and expect to make the second payment of $12,336 on April 15, 2022. If the amount due is not paid by December 31, 2022, the CRA will send us a written legal warning of the income tax debt due and payable and require us to pay the debt in full within 14 days of the date of notice. If the amount of the outstanding indebtedness is not paid in full, the CRA may take legal action against us without further notice. If the CRA determines that there is a risk of not collecting all or part of the assessed corporate income tax debt, it can apply to the federal court or the superior court of a province for a jeopardy order, which will allow the CRA to seize any assets that the company owns and to take immediate action to collect the debt.

The CRA has not commenced or threatened any action to collect such delinquent tax payments as of the date of this prospectus. We intend to satisfy these liabilities, including any penalties and interest, from our operating income and advances from affiliates, including Ms. Zhou. However, we expect the payments of unpaid taxes will have an adverse effect on our 2022 cash flow, but will not affect our operating income. We will not use the proceeds from this offering to pay these tax liabilities. The failure to pay these liabilities and any resulting enforcement action by the CRA could have a material adverse impact on our operations, financial condition, results of operations, and prospects.

Risks Related to Doing Business in Canada

Failure to obtain or maintain our cooperative relationship or partnership with public colleges in Canada may adversely affect our business.

We plan to partner with one or more colleges in Canada in the form of PPP. In a PPP partnership contract, we will provide to a public college applied arts and technology college programs leading to an Ontario College Credential. If we fail to obtain such partnerships or fail to maintain them, or if any unforeseeable events cause us to terminate our cooperation with our partner public colleges, we may not be able to accomplish our business goals and our prospects will suffer.

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We are exposed to currency exchange risk which could cause our reported earnings or losses to fluctuate.

The value of the Canadian dollar, or CAD, against the U.S dollar fluctuates and is affected by, among other things, changes in political and economic conditions in Canada as well as the global economy. We can offer no assurance that the CAD will be stable against the U.S. dollar or any other foreign currency.

Our reporting currency is the U.S. dollar. However, all of our assets, liabilities, revenues and expenses are denominated in CAD. As a result, we are exposed to currency exchange risk on any assets and liabilities and revenues and expenses denominated in currencies other than the U.S. dollar. To the extent the U.S. dollar strengthens against CAD, the translation of CAD denominated transactions results in reduced revenue, operating expenses and net income or loss for our international operations. Similarly, to the extent the Canadian dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income or loss for our international operations. We do not currently engage in currency hedging transactions to offset fluctuating currency exchange rates.

It may be difficult for non-Canadian citizens to enforce a judgment against us.

We were incorporated in Canada, and our corporate headquarters is located in Canada. A majority of our directors and executive officers and certain of the experts named in this prospectus reside principally in Canada and all of our assets and all or a substantial portion of the assets of these persons are located outside the United States. It may be difficult for investors who reside in the United States to effect service of process upon these persons in the United States, or to enforce a U.S. court judgment predicated upon the civil liability provisions of the U.S. federal securities or other U.S. laws against us or any of these persons. There is substantial doubt whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws. Canadian courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against us or these persons on the grounds that Canada is not the most appropriate forum in which to bring such a claim. Even if a Canadian court agrees to hear a claim, it may determine that Canadian law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of court procedures will also be governed by Canadian law.

Operating Risks

Loss of certain key personnel may adversely impact our business.

The success of our business will depend on the management skills of Thomas Traves, our Chairman of the Board, and the relationships they and other key personnel have with educators, administrators and other business contacts they have overseas and in Canada. The loss of the services of any of our key personnel could impair our ability to successfully manage our business in Canada. We also depend on successfully recruiting and retaining qualified and experienced managers, salesperson and other personnel who can function effectively in Canada. In some cases, the market for these skilled employees is highly competitive. We may not be able to retain or recruit such personnel on acceptable terms to us, which could adversely affect our business prospects and financial condition.

The personal information that we collect may be vulnerable to breach, theft, or loss, which could subject us to liability or adversely affect our reputation and operations.

Possession and use of personal information in our operations subjects us to risks and costs that could harm our business and reputation. We collect, use and retain large amounts of personal information regarding our students and their families, including personal and family financial data. We also collect and maintain personal information of our employees in the ordinary course of business. Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy. In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy. Possession and use of personal information in our operations also subjects us to legislative and regulatory burdens that could require us to implement certain policies and procedures, regarding the identity theft related to student credit accounts, and could require us to make certain notifications of data breaches and restrict our use of personal information. A violation of any laws or regulations relating to the collection or use of personal information could result in the imposition of fines against us. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches. While we believe we take appropriate precautions and safety measures, there can be no assurances that a breach, loss or theft of any such personal information will not occur. Any breach, theft or loss of such personal information could have a material adverse effect on our financial condition, reputation and growth prospects and result in liability under privacy statutes and legal actions against us.

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We may not be able to attract and retain a sufficient number of qualified teachers and principals.

As an education service provider, our ability to recruit and retain qualified teachers and principals is crucial to the quality of our education and services and our brand and reputation. To ensure our successful operation and growth, we need to retain and continue to hire high-quality teachers specialized in specific subjects that are able to teach the courses we offer or plan to offer to our students, as well as high-quality principals who are able to effectively manage the operation of our schools. We must provide competitive compensation and benefits packages to attract and retain qualified candidates. However, there is no guarantee that we would be able to keep recruiting teachers and principals meeting the high standards in the future, or retain our current, high-quality teachers and principals, especially when we seek a more rapid expansion plan to meet the growing demands for our services. Furthermore, under our business model, we may not be able to provide extensive training to our newly hired teachers for them to familiarize with our teaching methods and to retain existing teachers who can provide such trainings. A shortage of high-quality teachers and principals, a decrease in the quality of our teachers’ and principals’ performance, whether actual or perceived, or a significant increase in the cost to engage or retain high-quality teachers and principals would have a material adverse effect on our business, financial condition and results of operations.

Some students may decide not to continue taking our courses for a number of reasons, including a perceived lack of improvement in their performance in specific courses, a change in requirements or general dissatisfaction with our programs, which may adversely affect our business, financial condition, results of operations and reputation.

The success of our business depends in large part on our ability to retain our students by delivering a satisfactory learning experience and improving their performance in the courses they have taken. If students feel that we are not providing them the experience they are seeking, they may choose not to renew their existing packages. For example, our courses may fail to significantly improve a student’s performance in the relevant subject area. Student satisfaction with our programs may decline for a number of reasons, many of which may not reflect the effectiveness of our lessons and teaching methods. Students also need to be self-motivated in order to successfully complete the courses in which they enroll. If students’ performances decline as a result of their own study habits or inability to learn the course material, they may not renew their memberships with us or refer other students to us, which could materially adversely affect our business.

A student’s learning experience may also suffer if his user experience does not meet expectations. If a significant number of students fail to significantly improve their proficiency in the applicable course subject after taking our lessons or if their learning experiences with us are unsatisfactory, they may not renew their enrollment with us or refer other students to us and our business, financial condition, results of operations and reputation would be adversely affected.

Risks Related to Our Common Shares and This Offering

Should our Common Shares not qualify for an exemption from being classified as a “Penny Stock,” the ability of shareholders to sell our Common Shares in the secondary market will be limited should our Common Shares not be listed on a national securities exchange.

The SEC has adopted regulations which generally define a “penny stock” to be an equity security that has a market price, as defined, of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception of an equity security that is quoted on a national securities exchange. Should our Common Shares not be quoted on a national exchange such as NASDAQ and have a market price less than $5.00 per share, they will be subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities. For example, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transactions prior to the purchase. Additionally, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered Underwriters, and current quotations for the securities, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The “penny stock” rules, may restrict the ability of our stockholders to sell our Common Shares in the secondary market.

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Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial offering price of our common shares is substantially higher than the net tangible book value per share of our Common Shares immediately after this offering. Therefore, if you purchase our Common Shares in this offering, you will incur an immediate dilution of $3.49 (or 87.2%) in net tangible book value per share from the price you paid, based upon the assumed initial public offering price of $4.00 per Common Share. If we raise funds by issuing additional securities, the newly issued securities may further dilute your ownership interest.

One Person Has Significant Voting Power and May Take Actions That May Not Be in the Best Interests of Other Stockholders.

Ms. Zhou, our founder and majority shareholder, is the second largest lender to the Company, which debt is due on demand or in February 2023, and controls 65% of our voting securities prior to the offering and is expected to control 57.96% of our voting securities after the offering (57.03% if the Underwriters’ over-allotment is exercised). Ms. Zhou will be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of the Common Shares. This concentration of ownership may not be in the best interests of all of our stockholders. On April 23, 2018, the Guangdon Province Securities Regulatory Bureau, or the Bureau, of China gave a warning and minimal fine to Zhongqing Langdun (Taihu) Educational Culture Technology Co., Ltd. or Langdun China and to Fan Zhou (approximately $14,000) in an administrative proceeding. Langdun China was listed on the National Equities Exchange and Quotation, or the NEEQ, a Chinese over the counter market and had only 12 beneficial shareholders. The Bureau found that (i) Langdun China reported the purchase of certain assets later than was required and (ii) filed audited financial statements for 2014 that overstated its profits and understated certain expenses. The decision was upheld on appeal. Langdun China believed that it justifiably relied on the audited financial statements of China Langdun for 2014, which had been audited by Pan-China Certified Public Accountants LLP, one of the top three domestic accounting firms in China. Fan Zhou was included in the administrative proceeding because she served Langdun China as its Legal Representative (the principal employee who performs duties on behalf of the company in accordance with the law).

Certain provisions of our Amended Articles of Incorporation may make it more difficult for a third party to effect a change in control.

Our Amended Articles of Incorporation authorizes our board of directors to issue an unlimited number of shares of preferred stock. While no shares of preferred stock have been issued to date, the preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our Common Shares, and therefore could reduce the value of such Common Shares. In addition, specific rights granted to future holders of preferred shares could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred shares could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent the stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our Common Shares.

Our management will have considerable discretion as to the use of the net proceeds that we will receive from this offering.

Our management will have considerable discretion in the application of the net proceeds that we receive. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We intend to use these net proceeds for, among other things, (i) PPP projects, (ii) MTM course development and program partnerships with other universities, (iii) vocational education, (iv) development of global market and distribution channels and (iv) general corporate purposes, including working capital and operating expenses. The net proceeds may be used for corporate purposes that do not improve our efforts to maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value. See “Use of Proceeds.”

As a “controlled company” within the meaning of the NASDAQ listing rules, we may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Following this offering, our largest shareholder, Ms. Zhou, will own more than a majority of the voting power of our outstanding Common Shares. Under the NASDAQ listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the NASDAQ listing rules even if we are deemed a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

· the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

· the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

· the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

· the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.

The market price for our Common Shares may be volatile.

The market price for our Common Shares may be volatile and subject to wide fluctuations in response to factors such as actual or anticipated fluctuations in our quarterly results of operations, changes in financial estimates by securities research analysts, changes in the economic performance or market valuations of other comparable companies, announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments, fluctuations of exchange rates between the Canadian dollar and the U.S. dollar, intellectual property litigation, release of lock-up or other transfer restrictions on our outstanding Common Shares, and economic or political conditions in Canada. In addition, the performance, and fluctuation in market prices, of other companies with business operations located mainly in Canada that have listed their securities in the United States may affect the volatility in the price and trading volumes of our Common Shares.

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We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Common Shares.

We do not expect to be considered a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes for our taxable year ending March 31, 2022. However, the application of the PFIC rules is subject to ambiguity in several respects, and we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. A non-U.S. corporation will be considered a PFIC for any taxable year if either (i) at least 75% of its gross income is passive income or (ii) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. The market value of our assets generally will be determined based on the market price of our Common Shares, which is likely to fluctuate after this offering. In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. A significant portion of our assets and income is attributable to real estate and may be passive income under PFIC rules. If we were treated as a PFIC for any taxable year during which a U.S. person held a Common Share, certain adverse U.S. federal income tax consequences could apply to such U.S. person. See “Taxation—U.S. Federal Income Tax Consequences – PFIC Rules”.

We do not intend to pay dividends and there will be fewer ways in which you can make a gain on any investment in us.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of dividends. Because we do not intend to declare dividends, any gain on an investment in us will need to come through appreciation of our stock price.

We indemnify our directors and officers against liability, and this indemnification could negatively affect our operating results.

In accordance with our by-laws, we indemnify our officers and our directors for liability arising while they are carrying out their respective duties. Our by-laws also allow for reimbursement of certain legal defenses. In addition to this, we intend to provide insurance to our directors and officers against certain liabilities. The costs related to such indemnification and insurance coverage, if either one of them or both were to increase, could materially adversely affect our operating results and financial condition.

We have limited insurance coverage with respect to our business and operations.

We are exposed to various risks associated with our business and operations, and we have limited insurance coverage. We are exposed to risks including, among other things, accidents or injuries in our schools, loss of key management and personnel, business interruption, natural disasters, terrorist attacks and social instability or any other events beyond our control. We do not have any business interruption insurance, or key-man life insurance. Any business interruption, legal proceeding or natural disaster or other events beyond our control could result in substantial costs and diversion of our resources, which may materially and adversely affect our business, financial condition and results of operations.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following tables present selected consolidated statements of income and comprehensive income data for the fiscal years ended March 31, 2021 and 2020 and for the six months ended September 30, 2021 and 2020, and the selected consolidated balance sheets data as of September 30, 2021, March 31, 2021 and March 31, 2020, which information has been derived from our consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

Our historical results are not necessarily indicative of results expected for future periods. You should read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Selected Consolidated Statement of Income and Comprehensive Income

(In U.S. dollars, except number of shares)

	For the Six Months Ended September 30, 2021		For the Six Months Ended September 30, 2020		For the Year Ended March 31, 2021		For the Year Ended March 31, 2020
	(Unaudited)		(Unaudited)		(Audited)		(Audited)
Revenues	$	3,238,624	$	2,022,957	$	7,725,221	$	932,707
Cost of revenues	$	1,485,564	$	931,238	$	3,459,447	$	356,323
Gross profit	$	1,753,060	$	1,091,719	$	4,265,774	$	576,384
Operating expenses	$	878,036	$	91,046	$	536,988	$	195,177
Income from operations	$	875,024	$	1,000,673	$	3,728,786	$	381,207
Other non-operating income (expenses), net	$	24,981	$	207,659	$	187,986	$	(86,974	)
Provision for income taxes	$	261,657	$	273,258	$	1,003,126	$	52,495
Net income	$	638,348	$	935,074	$	2,913,646	$	241,738
Less: net income attributable to noncontrolling interest	$	46,457	$	14,322	$	46,789	$	25,993
Net income attributable to Visionary Education Technology Holdings Group	$	591,891	$	920,752	$	2,866,857	$	215,745
Earnings per share, basic and diluted	$	0.02	$	0.03	$	0.08	$	0.01
Weighted average Common Shares outstanding		35,000,000		35,000,000		35,000,000		35,000,000

Selected Consolidated Balance Sheet

(In U.S. dollars)

	As of September 30, 2021		As of March 31, 2021		As of March 31, 2020
	(Unaudited)		(Audited)		(Audited)
Cash	$	255,083	$	1,190,616	$	109,860
Current assets	$	2,252,185	$	5,791,430	$	3,624,500
Total assets	$	28,468,270	$	13,667,102	$	7,906,413
Current liabilities	$	6,337,996	$	4,167,839	$	5,400,476
Total liabilities	$	24,569,548	$	10,435,189	$	7,752,830
Total stockholders’ equity	$	3,898,722	$	3,231,913	$	153,583
Total liabilities and stockholders’ equity	$	28,468,270	$	13,667,102	$	7,906,413

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus, including statements included or incorporated by reference in this prospectus, are not statements of historical fact and constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be protected by the safe harbor provided by such provisions. These forward-looking statements reflect our current expectations and views of future events and are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions, or the negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

· our goals and strategies;

· our expectations regarding demand for and market acceptance of our products and services;

· our expectations regarding our relationships with customers, suppliers, investors, borrowers and partners;

· our future business development, results of operations and financial condition;

· competition in our industry;

· relevant government policies and regulations governing our business and industry;

· our proposed use of proceeds from this offering;

· general economic and business conditions in Canada and elsewhere; and

· assumptions underlying or related to any of the foregoing.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary-Our Challenges,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” “Business” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of our Common Shares of approximately $14,221,500, based upon an issuance of 4,250,000 Common Shares at an assumed initial public offering price of $4.00 per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. If the Underwriters’ option to purchase additional Common Shares is exercised in full, we estimate, based on the assumptions stated above, that we will receive net proceeds of approximately $14,221,500, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share, would increase (decrease) the net proceeds to us from this offering by approximately $4.0 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions.

Based upon the assumptions stated above, we intend to use the net proceeds of this offering (totaling approximately $14.2 million) as follows:

· Approximately $4.0 million on PPP projects.

· Approximately $2.5 million on MTM course development and program partnerships with other universities

· Approximately $4.0 million at the vocational education level, including training equipment purchases, renovations of facilities, and promotions and professional trainer recruitments.

· Approximately $2.0 million on global market development and distribution channel establishments.

· Approximately $0.5 million for staff development.

· Approximately $0.7 million for working capital.

· $500,000 to be held in escrow for 18 months from the closing of the offering to cover potential indemnification claims by the Underwriters.

The precise amounts and percentage of proceeds we would devote to particular categories of activity will depend on prevailing market and business conditions as well as particular opportunities that may arise from time to time. This expected use of our net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business and market conditions as they develop. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. We intend to invest our net proceeds in short-term, interest bearing, investment-grade obligations when the net proceeds are pending on utilizing. We also intend to use any portion of the $500,000 indemnification fund released from escrow after 18 months from the closing of the offering for working capital.

Although we may use a portion of the proceeds for the acquisition of, or investment in, companies, technologies, products or assets that complement our business, we have no present understandings, commitments or agreements to enter into any acquisitions or make any investments. We cannot assure you that we will make any acquisitions or investments in the future.

Based on our current operations and scheduled expansion plans, we believe that our existing cash and cash equivalents, together with the anticipated net proceeds from this offering, will enable us to operate our existing operations and administrative functions and also provide the planned funds for capital expenditures required by through the fiscal year ending March 31, 2023. For additional information regarding our potential capital requirements, see “Risk Factors.”

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DIVIDEND POLICY

We have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

The holders of our Common Shares are entitled to dividends out of funds legally available when and as declared by our board of directors. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our subsidiaries and other holdings and investments. In addition, our operating companies may, from time to time, be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other factors.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2021:

· On an actual basis; and

· On a pro forma basis to give effect to the sale of 4,250,000 Common Shares by us in this offering at the assumed initial public offering price of $4.00 per share, and, after deducting the estimated underwriting commissions and estimated offering expenses and assuming that the Underwriters do not exercise their over-allotment option.

You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus. See “Use of Proceeds” and “Description of Share Capital.”

	As of September 30, 2021
	Actual (Unaudited)			Pro forma(1)
Bank loans – current and noncurrent	$	18,677,057		$	18,677,057
Shareholder’s Equity:
Common shares, no par value		–			–
Additional paid-in capital		665,985			14,887,485
Retained earnings		3,169,889			3,169,889
Accumulated other comprehensive income		105,026			105,026
Total shareholders’ equity attributable to the Company		3,940,900			18,162,400
Noncontrolling interest		(42,178	)		(42,178	)
Total shareholders’ equity		3,898,722			18,120,222
Total capitalization	$	22,575,779		$	36,797,279

_____________________

⁽¹⁾ As of the date of this prospectus, we have 35,000,000 Common Shares outstanding.

The number of shares of our Common Shares that would be outstanding after this offering is based on 39,250,000 shares of our Common Shares outstanding as of May 2, 2022, assuming the sale of 4,250,000 Common Shares.

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DILUTION

If you invest in our Common Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Common Share and the pro forma net tangible book value per Common Share after the offering. Our historical net tangible book value as of September 30, 2021 was $3,187,170, or $0.09 per share. We calculate our historical net tangible book value per share by dividing our total tangible assets less our total liabilities by the number of our outstanding Common Shares. Our net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of our Common Shares in this offering and the pro forma as adjusted net tangible book value per share of our Common Shares immediately after completion of this offering.

Dilution results from the fact that the per Common Share offering price is substantially in excess of the book value per Common Share attributable to the existing shareholders for our presently outstanding Common Shares. After giving effect to the issuance and sale of 4,250,000 shares in this offering at an assumed initial public offering price of $4.00 per share, and, after deducting the estimated underwriting discounts and offering expenses payable by us, the pro forma as adjusted net tangible book value as of September 30, 2021 would have been $17,408,670 or $0.44 per share. This represents an immediate increase in net tangible book value to existing shareholders of $0.35 per share. The public offering price per share will significantly exceed the net tangible book value per share. Accordingly, new investors who purchase shares in this offering will suffer an immediate dilution of their investment of $3.56 per share. The following table illustrates this per share dilution to the new investors purchasing shares in this offering:

Assumed initial public offering price per share			$	4.00
Historical net tangible book value per share of September 30, 2021	$	0.09
Pro forma net tangible book value per share as of September 30, 2021			$	0.44
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering	$	0.35
Pro forma net tangible book value per share immediately after this offering	$	0.44
Dilution per share to new investors in this offering			$	3.56

A $1.00 increase (decrease) in the assumed public offering price of $4.00 per share would increase (decrease) the pro forma net tangible book value by $3.9 million, the pro forma net tangible book value per share after this offering by $0.10 per share and the dilution in pro forma net tangible book value per share to investors in this offering by $0.90 per share, assuming that we will issue 4,250,000 Common Shares in this offering and after deducting the estimated underwriting discount and offering expenses payable by us. If the Underwriters’ option to purchase additional shares in this offering is exercised in full, the pro forma net tangible book value, as adjusted to give effect to this offering, would be $0.61 per share and the dilution to new investors would be $4.39 per share.

We may also increase or decrease the number of shares we are offering. A one million share increase in the number of shares offered by us would increase the pro forma net tangible book value per share by $0.08 and decrease the dilution per share to investors participating in this offering by $0.08, assuming the assumed initial public offering price of $4.00 per share remains the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us. A one million share decrease in the number of shares offered by us would decrease the pro forma as adjusted net tangible book value per share after this offering by $0.08 and increase the dilution per share to new investors participating in this offering by $0.08, assuming the assumed initial public offering price of $4.00 per share remains the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us.

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The following charts illustrate our pro forma proportionate ownership, upon completion of this offering by present shareholders and investors in this offering, compared to the relative amounts paid by each, assuming the sale of 4,250,000 Common Shares at an assumed public offering price of $4.00 per share. The charts reflect payment by present shareholders as of the date the consideration was received and by investors in this offering for the assumed number of Common Shares at the assumed offering price without deduction of commissions or expenses. The charts further assume no changes in net tangible book value other than those resulting from this offering.

	Shares Purchased				Total Consideration				Average Price
	Amount (#)		Percent (%)		Amount ($)		Percent (%)		Per Share ($)
Existing shareholders		35,000,000		89.2%		665,985		3.8%		0.02
New investors		4,250,000		10.8%		17,000,000		96.2%		4.00
Total		39,250,000		100.0%		17,665,985		100.0%		0.45

The table below shows what happens when over-allotment option exercised, based upon the same assumptions stated above:

	Shares Purchased				Total Consideration				Average Price
	Amount (#)		Percent (%)		Amount ($)		Percent (%)		Per Share ($)
Existing shareholders		35,000,000		87.7%		665,985		3.3%		0.02
New investors		4,887,500		12.3%		19,550,000		96.7%		4.00
Total		39,887,500		100.0%		20,215,985		100.0%		0.51

If the Underwriters’ over-allotment option of 637,500 shares is exercised in full, the number of shares held by existing stockholders would be reduced to 87.7% of the total number of shares to be outstanding after this offering; and the number of shares held by the new investors would be increased to 4,887,500 shares, or 12.3%, of the total number of shares outstanding after this offering.

The number of shares of our Common Shares reflected in the discussion and tables above is based on 35,000,000 Common Shares outstanding as of September 30, 2021.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Common Shares and other terms of this offering determined when this offering goes effective.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Results of Operations

For the Six Months Ended September 30, 2021 and 2020

The following table summarizes the results of our operations during the six months ended September 30, 2021 and 2020, respectively, and provides information regarding the dollar and percentage increase or (decrease) comparing the period ended September 30, 2021 against the period ended September 30,2020.

	For the Six Months Ended September 30,
	2021					2020
	Amount			As % of Sales		Amount			As % of Sales		Amount Increase (Decrease)			Percentage Increase (Decrease)
Sales	$	3,238,624			100.0%	$	2,022,957			100.0%	$	1,215,667			60.1%
Cost of sales		1,485,564			45.9%		931,238			46.0%		554,326			59.5%
Gross profit		1,753,060			54.1%		1,091,719			54.0%		661,341			60.6%
Operating expenses
General and administrative expenses		141,698			4.4%		27,766			1.4%		113,932			410.3%
Professional fees		265,749			8.2%		23,972			1.2%		241,777			1,008.6%
Salaries and compensations		470,589			14.5%		39,308			1.9%		431,281			1,097.2%
Total operating expenses		878,036			27.1%		91,046			4.5%		786,990			864.4%
Income from operations		875,024			27.0%		1,000,673			49.5%		(125,649	)		(12.6)%
Other income (expenses)
Interest expense, net		(416,003	)		(12.8)%		(45,260	)		(2.2)%		(370,743	)		819.1%
Government subsidies		440,984			13.6%		22,095			1.1%		418,889			1,895.9%
Other income		-			-		230,824			11.4%		(230,824	)		(100.0)%
Total other income (expenses)		24,981			0.8%		207,659			(10.3)%		(182,678	)		(88.0)%
Income before income taxes		900,005			27.8%		1,208,332			59.7%		(308,327	)		(25.5)%
Provision for income taxes		261,657			8.1%		273,258			13.5%		(11,601	)		(4.2)%
Net income	$	638,348			19.7%		935,074			46.2%		(296,726	)		(31.7)%

Revenues.  Revenues increased by $1.2 million, or 60.1%, to approximately $3.2 million for the six months ended September 30, 2021 from approximately $2.0 million for the same period last year. The increase in revenue was mainly due to increased rent revenue, tuition revenue and the revenue from the sales of vacant lands.

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Revenue by Type 

	For the Six Months Ended September 30,
	2021			2020
Revenue category	Revenue		% of total Revenue	Revenue		% of total Revenue	Variance $ 2021			Variance % 2021
Rent revenue	$	1,169,842	36.1%	$	271,774	13.4%	$	898,068			330.4%
Tuition revenue		360,124	11.1%		126,484	6.3%		233,640			184.7%
Construction revenue		6,378	0.2%		40,635	2.0%		(34,257	)		(84.3)%
Sales of vacant land		1,702,280	52.6%		1,584,064	78.3%		118,216			7.5%
Total	$	3,238,624	100.0%	$	2,022,957	100.0%	$	1,215,667			60.1%

Rent revenue

Revenue from rent increased by $0.9 million, or 330.4%, to $1.2 million for the six months ended September 30, 2021 from $0.3 million for the same period last year. The increase in revenue was mainly due to the additional rent revenue generated from two office buildings in downtown of Markham that were purchased by the Company on April 15, 2021. In addition, rent revenue from our facility located in 41 Metropolitan Road, Toronto, Ontario also increased due to an increase in the number of tenants.

Tuition revenue

Revenue from tuition income increased by $0.23 million, or 184.7%, to $0.36 million for the six months ended September 30, 2021 from $0.13 million for the same period last year. The increase in revenue was mainly from the increased tuition from our online learning platform, Toronto ESchool, as well as tuition revenue from newly acquired Conbridge College, Lowell Academy and Princeton Education.

Due to the negative impact of COVID-19, we had slightly fewer students enrolled in our online learning platform courses. The number of students enrolled in our Toronto ESchool was 204 and 243 for six months ended September 30, 2021 and 2020, respectively. To compensate for the losses of the students enrolled in the credit courses that are required to obtain the OSSD, we started to offer various non-credit courses to help the overseas students prepare for their future studies in Canada after the pandemic. In addition, to differentiate from other competitors, we provided more proactive learning plans to the students and offered one-to-one instruction starting in fiscal 2021. As a result, we were able to charge higher fees for the six months ended September 30, 2021 as compared to the same period last year.

Construction revenue

Revenue from decoration and construction business decreased by $34,257, or 84.3%, to $6,378 for the six months ended September 30, 2021 from $40,635 for the same period last year. The decrease was mainly due to the negative impact caused by COVID-19 pandemic. We basically had no significant income from our construction business during the six months ended September 30, 2021.

Sales of vacant lands

We sold six lots of vacant land during the six months ended September 30, 2021 and generated revenue of approximately $1.7 million. We sold six lots of vacant land during the same period last year and generated revenue of approximately $1.6 million. We sold one lot subsequent to the period ended September 30, 2021 and we have one lot remaining unsold as of the date of this prospectus.

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Gross profit.

Our gross profit increased by $0.7 million, or 60.6%, to $1.8 million for the six months ended September 30, 2021, from $1.1 million for the same period last year. Gross profit margin was 54.1% for the six months ended September 30, 2021, as compared with 54.0% for the same period last year. The slight increase of 0.1% in the gross profit margin was primarily attributable to the higher gross profit margin from our education segment and sales of lots of vacant land, offset by a slightly lower gross profit margin from our rental business.

Our cost and gross profit by revenue types are as follows:

	For the six months ended September 30, 2021						For the six months ended September 30, 2020
Category	Cost of revenue		Gross profit		Gross profit %		Cost of revenue		Gross profit		Gross profit %		Variance in Cost of revenue			Variance in gross profit			Variance in gross profit %
Rent	$	564,596	$	605,246		51.7%	$	116,962	$	154,812		57.0%	$	447,634		$	450,434			(5.2)	%
Tuition		181,592		178,532		49.6%		69,677		56,807		44.9%		111,915			121,725			4.7	%
Construction		-		6,378		100.0%		8,033		32,602		80.2%		(8,033	)		(26,224	)		19.8	%
Vacant land		739,376		962,904		56.6%		736,566		847,498		53.5%		2,810			115,406			3.1	%
Total	$	1,485,564	$	1,753,060		54.1%	$	931,238	$	1,091,719		54.0%	$	554,326		$	661,341			0.1	%

Cost of revenue for our rental business increased by $447,634 to $564,596 for the six months ended September 30, 2021 from $116,962 for the same period last year. Gross profit from rental business also increased $450,434 as compared to the same period last year. The increase of gross profit was mainly due to the fact that we had more rooms rented because of the purchase of two office buildings in Downtown Markham during the six months ended September 30, 2021. The Gross profit margin of our rental business slightly decreased from 57.0% to 51.7%, which was caused by higher amortization and property management costs.

Cost of revenue for our education program increased by $111,915 to $181,592 for the six months ended September 30, 2021 from $69,677 for the same period last year. Gross profit from our education business also increased $121,725 as compared to the same period last year. Accordingly, our gross profit margin increased from 44.9% to 49.6% which was mainly due to our ability to charge higher fees for our online courses, as well as newly added vocational courses. We believe that the combination of online self-learning, online interactive instructions, as well as in-person education in our newly acquired high schools and vocational college provided by our qualified instructors will be our competitive advantage compared to other online self-learning platforms.

We did not incur significant costs in our construction business during the six months ended September 30, 2021 due to significantly decreased revenue result from the negative impact of COVID-19. During the same period last year, we incurred costs of $8,033 in our construction business.

Cost of revenue for the sales of vacant land, which consisted primarily of acquisition costs, was approximately $0.7 million and $0.7 million for six months ended September 30, 2021 and 2020, respectively. Gross margin increased slightly to 56.6% from 53.5% due to higher selling price as the result of increased demand in the Ontario real estate market.

General and administrative expenses

Our general and administrative expenses primarily include office expenses, travel expenses, commission expense, property tax, utilities, insurance expenses, interest penalties and depreciation and amortization expenses. General and administrative expenses increased by $113,932, or 410.3%, to $141,698 for the six months ended September 30, 2021, from $27,766 for the same period last year. The increase was mainly due to the increased amortization from the two office buildings in downtown Markham. We currently use approximately 10% of the office space in these two buildings for our education programs and management offices.

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Professional fees

Our professional fees increased by $241,777, or 1008.6%, to $265,749 for the six months ended September 30, 2021, from $23,972 for the same period last year. The increase was mainly due to the increased legal fees and accounting fees related to our public offering process.

Salaries and compensations

Our salaries and compensations increased by $431,281, or 1,097.2%, to $470,589 for the six months ended September 30, 2021, from $39,308 for the same period last year. The significant increase was mainly due to the expansion of our educational business and the related additional compensation that we paid during the 2021 period to attract an experienced senior management and professional employee team.

Interest expense, net

Our interest expense increased by $370,743, or 819.1%, to $416,003 for the six months ended September 30, 2021, from $45,260 for the same period last year. The significant increase was mainly due to a higher bank loan balance. Our outstanding bank loan balance was approximately $18.7 million and $2.5 million as of September 30, 2021 and 2020, respectively.

Government subsidies

During the six months ended September 30 2021, we recognized government subsidy of total $440,984 from Canada Emergency Wage Subsidy and Canada Emergency Rent Subsidy program. During the six months ended September 30 2020, we received Canada emergency wage subsidy of $22,095. The increase of wage subsidy was constant with the increase of our salary and compensation expenses.

Other income

We had no other income for the six months ended September 30, 2021. For the same period last year, we had other income of $230,824, mainly from the sales of personal protective equipment to one Canadian financial institution during the pandemic.

Income before income taxes

Our income before income taxes was approximately $0.9 million for the six months ended September 30, 2021, a decrease of approximately $0.3 million from approximately $1.2 million for the same period last year. The decrease was primarily attributable to increased sales and gross profit, offset by the increased operating expenses as discussed above.

Provision for income taxes

Our provision for income taxes was approximately $0.26 million and $0.27 million for the six months ended September 30, 2021 and 2020, respectively. The slight decrease was primarily attributable to the decreased income before income taxes.

Net income

Our net income was approximately $0.6 million for the six months ended September 30, 2021, a decrease of approximately $0.3 million from approximately $0.9 million for the same period last year. The decrease was primarily attributable to increased sales and gross profit, offset by the increased operating expenses as discussed above.

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For the Years Ended March 31, 2021 and 2020

The following table summarizes the results of our operations during the fiscal years ended March 31, 2021 and 2020, respectively, and provides information regarding the dollar and percentage increase or (decrease) comparing fiscal 2020 against fiscal 2021.

	For the Years Ended March 31,
	2021					2020
	Amount			As % of Sales		Amount			As % of Sales		Amount Increase (Decrease) 2021			Percentage Increase (Decrease) 2021
Sales	$	7,725,221			100.0 %	$	932,707			100.0 %	$	6,792,514			728.3 %
Cost of sales		3,459,447			44.8 %		356,323			38.2 %		3,103,124			870.9 %
Gross profit		4,265,774			55.2 %		576,384			61.8 %		3,689,390			640.1 %
Operating expenses
General and administrative expenses		132,224			1.7 %		76,539			8.2 %		55,685			72.8 %
Professional fees		211,517			2.7 %		5,106			0.5 %		206,411			4,042.5 %
Salaries and compensations		193,247			2.5 %		113,532			12.2 %		79,715			70.2 %
Total operating expenses		536,988			7.0 %		195,177			20.94 %		341,811			175.1 %
Income from operations		3,728,786			48.3 %		381,207			40.9 %		3,347,579			878.2 %
Other income (expenses)
Interest expense, net		(141,690	)		(1.8)%		(86,974	)		(9.3)%		(54,716	)		62.9 %
Government subsidies		84,657			1.1 %		–			–		84,657			N/A
Other income		245,019			3.2 %		–			–		245,019			N/A
Total other expenses		187,986			2.4 %		(86,974	)		(9.3)%		274,960			(316.1)%
Income before income taxes		3,916,772			50.7 %		294,233			31.5 %		3,622,539			1,231.2 %
Provision for income taxes		1,003,126			13.0 %		52,495			5.6 %		950,631			1,810.9 %
Net income	$	2,913,646			37.7 %		241,738			25.9 %		2,671,908			1,105.3 %

Revenues.  Revenues increased by $6.8 million, or 728.3%, to approximately $7.7 million in fiscal 2021 from approximately $0.9 million in fiscal 2020. The increase in revenue was principally due to $6.6 million from the sales of vacant land in fiscal 2021.

Revenue by Type

	For the Year Ended March 31,
	2021			2020
Revenue category	Revenue		% of total Revenue	Revenue		% of total Revenue	Variance $ 2021			Variance % 2021
Rent revenue	$	674,898	8.7%	$	555,360	59.5%	$	119,538			21.5 %
Tuition revenue		358,241	4.7%		296,166	31.8%		62,075			21.0 %
Construction revenue		78,219	1.0%		81,181	8.7%		(2,962	)		(3.6)%
Sales of vacant land		6,613,863	85.6%		–	–%		6,613,863			N/A
Total	$	7,725,221	100.0%	$	932,707	100.0%	$	6,792,514			728.3 %

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Rent revenue

Revenue from rent increased by $0.1 million, or 21.5%, from $0.6 million in fiscal 2020 to $0.7 in fiscal 2021. The increase in revenue was mainly due to an increase in the number of tenants, including one related party and one private school to be acquired by us, in our facility located in 41 Metropolitan Road, Toronto, Ontario. Nearly 50% of the tenants are in the educational business.

Tuition revenue

Revenue from tuition income increased by $0.1 million, or 20.1%, from $0.3 million in fiscal 2020 to $0.4 million in fiscal 2021. The increase in revenue was mainly from the increased tuition from our online learning platform, Toronto ESchool.

Due to the negative impact of COVID-19, we had fewer students enrolled in our courses because of the restrictions of international travel, which delayed the study plans of many international students. To compensate for the losses of the students enrolled in the credit courses that are required to obtain OSSD, we started to offer various non-credit courses to help the overseas students prepare for their future studies in Canada after the pandemic. In addition, to differentiate from other competitors, we provided more proactive learning plans to the students and offered one-to-one instruction in fiscal 2021. As a result, we were able to charge higher fees as compared to the previous years.

The number of students enrolled in our online learning platform was 396 and 462 for fiscal 2021 and fiscal 2020, respectively. These students enrolled in a total of 569 courses and 577 courses in fiscal 2021 and fiscal 2020, respectively. The average fee for each course was $529 and $490 for fiscal 2021 and fiscal 2020, respectively.

Construction revenue

Revenue from our decoration and construction business slightly decreased by $2,962, or 3.6%, from $81,181 in fiscal 2020 to $78,219 in fiscal 2021. The slight decrease was mainly due to the restrictions imposed by the provincial government for non-essential business as an effort to control the COVID-19 pandemic.

Sales of vacant land

We sold 19 lots of vacant land in fiscal 2021 and generated revenue of approximately $6.6 million. We had no such sales in fiscal 2020. As of March 31, 2021, we had eight lots of vacant land available for future sales.

Gross profit.

Our gross profit increased by $3.7 million, or 640.1%, to $4.3 million in fiscal 2021 from $0.6 million in fiscal 2020. Gross profit margin was 55.2% in fiscal 2021, as compared with 61.8% in fiscal 2020. The decrease of 6.6% in the gross profit margin was primarily attributable to the lower gross profit margin for our sales of vacant land, which had lower gross margins as compared to the revenues generated from other sources.

Our cost and gross profit by revenue types are as follows:

	For the year ended March 31, 2021						For the year ended March 31, 2020
Category	Cost of revenue		Gross profit		Gross profit %		Cost of revenue		Gross profit		Gross profit %		Variance in Cost of revenue 2021		Variance in gross profit 2021			Variance in gross profit % 2021
Rent revenue	$	256,981	$	417,917		61.9%	$	248,442	$	306,918		55.3%	$	8,539	$	110,999			6.7%
Tuition revenue		124,762		233,479		65.2%		90,832		205,334		69.3%		33,390		28,145			(4.2)%
Construction revenue		19,529		58,690		75.0%		17,049		64,132		79.0%		2,480		(5,442	)		(4.0)%
Cost of vacant land		3,058,175		3,555,688		53.8%		–		–		-%		3,058,175		3,555,688			n/a
Total	$	3,459,447	$	4,265,774		55.2%	$	356,323	$	576,384		61.8%	$	3,103,124	$	3,689,390			(6.6)%

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Cost of revenue for our rental business increased by $8,539 from $248,442 in fiscal 2020 to $256,981 in fiscal 2021. Gross margin increased from 55.3% in fiscal 2020 to 61.9% in fiscal 2021 due to the fact that we had more properties rented during fiscal 2021 as compared to fiscal 2020.

Cost of revenue for our education program increased by $33,390 from $90,832 in fiscal 2020 to $124,762 in fiscal 2021, and gross profit increased by $28,145 from $205,334 in fiscal 2020 to $233,479 in fiscal 2021. Accordingly, gross profit margin slightly decreased from 69.3% in fiscal 2020 to 65.2% in fiscal 2021. The decrease in gross profit margin was mainly due to the hiring of more instructors to provide more proactive and one-to-one instruction, which helped students to successfully complete their online courses. We believe that the combination of online self-learning and online interactive instruction provided by our qualified instructors will be our competitive advantage compared to other online self-learning platforms.

Cost of revenue for our construction business increased by $2,480 from $17,049 in fiscal 2020 to $19,529 in fiscal 2021. Gross margin slightly decreased from 79.0% in fiscal 2020 to 75.0% in fiscal 2021 due to the increased material costs incurred in the decoration and construction projects.

Cost of revenue for the sales of vacant land, which consisted primarily of acquisition costs, was approximately $3.6 million in fiscal 2021, which had a gross margin of 53.8%.

General and administrative expenses

Our general and administrative expenses primarily include office expenses, travel expenses, commission expense, property tax, utilities, insurance expenses, interest penalties and depreciation and amortization expenses. General and administrative expenses increased by $55,685, or 72.8%, from $76,539 in fiscal 2020 to $132,224 in fiscal 2021, mainly due to increased auto lease expense and additional business activities in fiscal 2021. Our general and administrative expenses represented 1.7% and 8.2% of our total revenue for fiscal 2021 and fiscal 2020, respectively.

Professional fees

Our professional fees increased by $206,411, or 4,042.5%, from $5,106 in fiscal 2020 to $211,517 in fiscal 2021, representing 2.7% and 0.5% of our total revenue for fiscal 2021 and fiscal 2020, respectively. The increase was mainly due to the increased legal fees related to the sales of vacant land, as well as the legal fees and accounting fees related to our public offering process.

Salaries and compensations

Our salaries and compensations increased by $79,715, or 70.2%, from $113,532 in fiscal 2020 to $193,247 in fiscal 2021, representing 2.5% and 12.2% of our total revenue for fiscal 2021 and 2020, respectively. The increase was mainly due to additional business activities and the concomitant hiring of additional support staff in fiscal 2021.

Interest expense, net

Our interest expense increased by $54,716, from $86,947 in fiscal 2020 to $141,690 in fiscal 2021 due to the higher bank loan balance in fiscal 2021. Our outstanding bank loans were approximately $6.4 million as of March 31, 2021 as compared to approximately $2.3 million as of March 31, 2020. The average interest rates for our average outstanding loan balances in fiscal 2021 and 2020 were 3.35% and 3.37%, respectively.

Government subsidies

In fiscal 2021, we applied for total loans of $143,136 under the Canada Emergency Business Account (CEBA) program, of which $45,450 is expected to be forgiven. In addition, we received $39,207 from the Canada Emergency Wage Subsidy program. We recognized these amounts as government subsidies for the year ended March 31, 2021.

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Other income

We had other income of $245,019 in fiscal 2021 from the sales of personal protective equipment to one Canadian financial institution during the pandemic.

Income before income taxes

Our income before income taxes was approximately $3.9 million in fiscal 2021, an increase of approximately $3.6 million from approximately $0.3 million in 2020. The increase was primarily attributable to increased sales and gross profit, offset by the increased operating expenses as discussed above.

Provision for income taxes

Our provision for income taxes was $1,003,126 in fiscal 2021, an increase of $950,631 from $52,495 in fiscal 2020. The increase was mainly due to the increased income before income taxes.

Cash Flows

For the Six Months Ended September 30, 2021 and 2020

The following table sets forth summary of our cash flows for the periods indicated:

	For the Six Months Ended September 30,
	2021			2020
Net cash provided by operating activities	$	1,784,309		$	2,174,663
Net cash used in investing activities		(16,271,972	)		(867,739	)
Net cash provided by (used in) financing activities		13,559,187			(1,159,214	)
Effect of exchange rate change on cash		4,716			9,628
Net increase (decrease) in cash		(923,760	)		15,338
Cash and restricted cash, beginning of period		1,190,616			109,860
Cash and restricted cash, end of period	$	266,856		$	267,198

Operating Activities

Net cash provided by operating activities was approximately $1.8 million for the six months ended September 30, 2021, compared to cash provided by operating activities of approximately $2.2 million for the same period last year. The decrease in net cash provided by operating activities was primarily attributable to the following factors:

· The decrease in our net income. Our net income was approximately $0.6 million for the six months ended September 30, 2021, a decrease of approximately $0.3 million from approximately $0.9 million for the same period last year.

· Accounts receivable increased by approximately $0.6 million for the six months ended September 30, 2021, as compared to an increase of approximately $0.1 million for the same period last year. The increase of accounts receivable was mainly due to the sales of the lots of vacant land.  

· Prepayments and other receivables increased by approximately $0.2 million for the six months ended September 30, 2021, as compared to an increase of approximately $0.04 million for the same period last year. The increase of prepayments and other receivables was mainly due to the prepayment paid to third-party vendors for the decoration project in the newly acquired two office buildings in downtown Markham.

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Investing Activities

Net cash used in investing activities was approximately $16.3 million for the six months ended September 30, 2021, compared to the net cash used in investing activities of $0.9 million for the same period last year. The increase in net cash used in investing activities was primarily attributable to the purchase of two office buildings in downtown Markham and the deposits paid to acquire the properties located on 95-105 Moatfield Drive, Toronto.

Financing Activities

Net cash provided by financing activities was approximately $13.6 million for the six months ended September 30, 2021, compared to net cash used in financing activities of $1.2 million for the same period last year. The increase of net cash provided by financing activities was primarily attributable to the mortgages we obtained from HSBC Bank. In connection with the purchase of the two office buildings, on April 15, 2021, we obtained bank loans of $7.1 million (C$9.0 million) and $5.5 million (C$7.0 million ) respectively from HSBC Bank. The loans have five-year terms with a fixed interest rate of 3.3% per annum, with equal monthly instalments of blended principal and interest over an amortization period of 25 years. Our controlling shareholder, Ms., Zhou, also made an advance of $1.0 million to the Company. During  the same period last year, we repaid a loan of $1.2 million to Ms. Zhou.

For the Years Ended March 31, 2021 and 2020

The following table sets forth summary of our cash flows for the periods indicated:

	For the Years Ended March 31,
	2021			2020
Net cash provided by operating activities	$	4,439,717		$	273,631
Net cash used in investing activities		(3,060,711	)		(26,174	)
Net cash used in financing activities		(394,778	)		(265,878	)
Effect of exchange rate change on cash		96,528			(6,683	)
Net increase (decrease) in cash		1,080,756			(25,104	)
Cash, beginning of year		109,860			134,964
Cash, end of year	$	1,190,616		$	109,860

Operating Activities

Net cash provided by operating activities was approximately $4.4 million in fiscal 2021, compared to cash provided by operating activities of approximately $0.3 million in fiscal 2020. The increase in net cash provided by operating activities was primarily attributable to the following factors:

·	The increase in our sales and net income. Our sales increased by 728.26%, or approximately $6.8 million, to $7.7 million in fiscal 2021 from $0.9 million in fiscal 2020. As a result, our net income increased by 1,105.3% or approximately $2.7 million to $2.9 million in fiscal 2021 from $0.2 million in fiscal 2020.
·	Inventory of real properties decreased by approximately $2.4 million in fiscal 2021 compared with a decrease of $151,778 in fiscal 2020. The decrease was mainly due to the sales of vacant land in fiscal 2021.
·	Tax payable increased by approximately $1.0 million in fiscal 2021 compared with minimal change in fiscal 2020. The increase is consistent with the increase of our net income.
	Offset by:
·	Due from a related party during the fiscal 2021 increased by approximately $2.9 million in fiscal 2021 compared with an increase of due from related party of approximately $0.1 million in fiscal 2020. We periodically provided working capital loans and jointly invested in the educational industry to support the operations of Langton, the related party, when needed. Such advance was non-interest bearing and due on demand. Subsequent to the year ended March 31, 2021, Langton fully repaid the outstanding balance to us.

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Investing Activities

Net cash used in investing activities was approximately $3.1 million in fiscal 2021, compared to net cash used in investing activities of $26,174 in fiscal 2020. The increase in net cash used in investing activities in fiscal 2021 was primarily attributable to the $1.4 million paid as a deposit for the purchase of two office buildings, and $1.1 million in deposits paid for various purchases and investments, including acquisition deposits paid to acquire private school licenses, an investment deposit to subscribe for an equity interest in a private school, and the deposit paid to acquire a lot of vacant land.

Financing Activities

Net cash used in financing activities was approximately $0.4 million in fiscal 2021, compared to net cash used in financing activities of approximately $0.3 million in fiscal 2020. The increase in net cash used in financing activities in fiscal 2021 was primarily attributable to the repayment of a $2.6 million loan in fiscal 2021, as compared to a $71,869 loan repayment in fiscal 2020, and as well as the repayment of a $4.0 million loan to our controlling shareholder, Ms. Zhou, in fiscal 2021, as compared to a $0.2 million loan repayment to Ms. Zhou in fiscal 2020. We borrowed a total of $6.4 million from one bank in fiscal 2021, mainly from refinancing our mortgages.

Liquidity and Capital Resources

Overview

The general objectives of our capital management strategy reside in the preservation of our capacity to continue operating, in providing benefits to our stakeholders and in providing an adequate return on investment to our shareholders by selling our education services at a price commensurate with the level of operating risk assumed by us.

We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

Credit Facility

As of September 30, 2021, we had outstanding loans totaling approximately $18.7 million from banks in Canada. Ms. Zhou, the controlling shareholder, had also periodically advanced funds to support our operations when needed. These advances were non-interest bearing and due upon demand.

Working Capital

As of September 30, 2021, we had cash and cash equivalents of approximately $0.3 million. We also had short-term investments of approximately $0.1 million, which could be used as working capital when needed. Our current assets were approximately $2.3 million, and our current liabilities were approximately $6.3 million, which resulted in a negative working capital of $4.0 million. Total shareholders’ equity as of September 30, 2021 was approximately $3.9 million.

In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future and our operating and capital expenditure commitments. We plan to fund working capital through our operations, bank borrowings and additional loans and loan guarantees from Ms. Zhou, our controlling shareholder. We expect to be able to refinance all of our loans upon maturity based on past experience and our good credit history.

Our primary source of cash is currently generated from our business and bank borrowings in addition to proceeds from related party borrowings. In the coming years, we will be looking to other sources, such as raising additional capital by issuing shares of stock, to meet our cash needs. While facing uncertainties regarding the size and timing of capital raises, we are confident that we can continue to meet operational needs solely by utilizing cash flows generated from our operating activities, borrowings from Ms. Zhou and bank borrowings which may also be guaranteed by Ms. Zhou, as necessary.

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As the result of the strategic shift, during the six months ended September 30, 2021, we have seen significant increase in revenue from our education programs and the rent income from the newly purchased buildings. Our revenue from education programs increased 184.7%, from $126,484 to $360,124, and our rent revenue increased 330.4%, from $271,771 to $1,169,842 as compared to the six months ended September 30, 2020.

We expect our revenue from education sector will continue to grow because of the successful acquisition of MTM on February 28, 2022, the easing of COVID travel restrictions which will facilitate the travel of the international students to Canada, as well Canada’s immigration policy that favors immigrants with post-secondary education degrees.

We intend to use the proceeds of this offering to expand our educational programs to generate additional revenue and cash flow, including OSSD, the, career-oriented two-year college and four-year university diploma programs (particularly through PPP programs with public colleges and universities), vocational education programs, and masters programs. As we expand our education business, we anticipate that the percentage of our total revenue generated by our education business related to the real estate business will increase. We anticipate that several market trends, including the increase in international students attending post-secondary education programs in Canada and the overall expansion of students attending post-secondary education in Canada (including colleges and universities) will materially benefit our ability to increase our revenue and cash flow from our education business. According to the Canadian Ministry of Colleges and Universities, the number of international students enrolled in PPP colleges in Canada increased from approximately 15,000 in the 2018/2019 academic year to approximately 24,000 in the 2020/2021 academic year despite the pandemic According to Statistics Canada’s “Education in Canada– Statistics and Facts, between 2000 and 2019, the number of students:

- enrolled in postsecondary institutions in Canada increased from approximately 1.34 million to 2.15 million (including an increase in the number of international students enrolled in postsecondary education from approximately 40,000 to approximately 350,000;

- enrolled in Canadian colleges increased from approximately 500,000 to an all time high of approximately 800,000, with approximately 350,000 in Ontario.

- enrolled in Canadian universities increased from approximately 800,000 to approximately 1.3 million. See “Industry Overview.”

We plan to use space that we lease to unaffiliated third parties for our education business as those leases expire. In the fiscal year ended March 31, 2021 and the six months period ended September 30, 2021, rent from our three buildings was $674,898 and $1,169,842, or approximately nine percent and thirty-six percent of our total revenue, respectively. The leases in our three buildings expire between February 2022 and August 2027. Current annual rent from two tenants in the campus and two buildings that we are under contract to acquire is $6,092,940, and the leases will expire in September 2025 and May 2026. To manage our revenue and cash flow requirements, we will attempt to determine prior to the termination of each lease whether the anticipated revenue, cash flow and profits from conducting education services in the space will exceed the anticipated rent from renewing the lease or leasing the space to another third party.

In addition, we do not expect to generate significant revenue from the sale of real estate in the future, because we have sold all the land that was in our inventory except for one parcel. Accordingly, we expect revenue from our real estate sales to decline over the next five years and be limited to lease revenue. We believe that revenue from tuition and other sources of revenue from our current education operations, together with revenue from rent, partnerships that we expect to enter into, and other education-related services, will be sufficient to finance our operations. If such sources of revenue are inadequate to meet our financial requirements, we believe that we will be able to obtain financing from other sources. While facing uncertainties regarding the size and timing of capital raises, we are confident that we can continue to meet operational needs solely by utilizing cash flows generated from our operating activities, borrowings from Fan Zhou, our founder and majority shareholder and bank borrowings, as necessary.

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We have historically funded our working capital needs primarily from operations, bank loans, and advances from controlling shareholder. Our management believes that current levels of cash, cash flows from operations and cash flow from bank loans, will be sufficient to meet our anticipated cash needs for at least the next 12 months from the date of this prospectus. However, it may need additional cash resources in the future if it experiences changed business conditions or other developments, and may also need additional cash resources in the future if it wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed our amounts of cash on hand, we may seek to issue debt or equity securities or obtain a credit facility.

Loan Facilities

As of September 30, 2021 and March 31, 2021, the details of all bank loans are as follows:

	September 30,			March 31,
	2021			2021
Canada Emergency Business Account Program (“CEBA Loan”)	$	156,980		$	95,424
National Bank of Canada (“National Bank”)		6,157,787			6,323,441
HSBC Bank		12,431,678			–
TD Trust		11,116			–
Less: unamortized financing cost		(80,504	)		(31,808	)
		18,677,057			6,387,057
Less: current portion of bank loans		(489,771	)		(172,629	)
Total	$	18,187,286		$	6,214,428

During the year ended March 31, 2021, the Company received a loan of $143,136 (C$180,000) through the Canadian Emergency Business Account Program (“CEBA Loan”), which provides financial relief for Canadian small businesses during the COVID-19 pandemic. The CEBA Loan has an initial term date on December 31, 2022 (the “Initial Term Date”) and has been extended to December 31, 2023. The CEBA Loan is non-revolving, with an interest rate of 0% per annum prior to the Initial Term Date and 5% per annum thereafter during any extended term, which is calculated daily and paid monthly. The CEBA Loan can be repaid at any time without penalty, and up to $45,450 (C$60,000) of the loans will be forgiven if the balance is repaid by Initial Term Date. The Company anticipates repaying the CEBA Loan prior to the Initial Term Date due to sufficient liquidity. During the six months period ended September 30, 2021, the Company assumed $62,792 (C$80,000) CEBA loan balance from two acquired business. As of September 30, 2021, the Company has unforgiven portion of CEBA loan balance of 156,980 (C$200,000).

On November 26, 2020, the Company entered into a loan agreement with National Bank to borrow $6.3 million (C$8.0 million) to refinance the existing mortgage on its property located at 41 Metropolitan Road, Toronto. The loan bears a fixed interest rate of 3.09% per annum for a four-year term, and the loan is amortized over 25 years. The monthly payment of $30,071 (C$38,312) including principal and interest has been made since January 2021. National Bank also offers a maximum $19,623 (C$25,000) limit on the master credit card under the Company’s name.

The above financing facilities are guaranteed by the real estate property located at 41 Metropolitan Road, Toronto, and by a limited personal guarantee from Ms. Fan Zhou in the amount of $4.7 million (C$6.0 million) plus accrued interest and enforcement costs.

The complied financial ratio and financial covenants required by National Bank includes but are not limited to, the following:

· A debt service coverage ratio not less than 1.25 at fiscal year end

· The borrower shall not take on additional debt or further encumber the property without the written consent of the Bank

· The nature of the Borrower’s business shall not be substantially changed without the written consent of the Bank

· The loan is guaranteed by limited personal guarantee from Ms. Fan Zhou in the amount of $4.7 million (C$6,000,000) plus accrued interest and enforcement costs.

The Company paid a $31,396 (C$40,000) negotiation fee upon acceptance of the loan agreement. The amount was recorded as deferred financing costs and amortized over the four-year term.

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In connection with the purchase of the two office buildings located at downtown Markham at a cost of $9.8 million (C$12.5 million) and $7.8 million (C$9.9 million), respectively, on April 15, 2021, two of the Company’s subsidiaries, Animation Group and NeoCanaan Investment, obtained bank loans of $7.1 million (C$9.0 million) and $5.5 million (C$7.0 million), respectively, from HSBC Bank. Each of the loans has a five-year term with a fix interest rate of 3.3% per annum, with equal monthly instalments of blended principal and interest over an amortization period of 25 years. Both bank loans are cross guaranteed by the two subsidiaries, and also guaranteed by the Ms. Fan Zhou personally and the Company, with a collateral of the two office buildings purchased. To meet the Bank’s covenants, the Company and its two subsidiaries that own these two office buildings have to keep the debt service coverage ratio higher than 1.20.

The Company paid a $49,108 (C$62,566) negotiation fee and legal fee on both buildings upon acceptance of the loan agreement. The amount was recorded as deferred financing costs and amortized over the term 5 years.

The Company’s subsidiary Lowell Academy obtained a five-year term loan of $22,370 (C$28,500) from TD Trust in February 2019, with the floating interest rate of the prime rate + 3.5% per annum. The monthly payment is $447 (C$569). As of September 30, 2021, the loan balance was $11,116 (C$14,162). The maturity date is February 1, 2024.

Capital Expenditures

Our capital expenditures consist primarily of expenditures for the purchase of fixed assets and intangible assets as a result of our business growth. Our capital expenditures amounted to $18.6 million for the six months ended September 30, 2021 and $2.5 million for the year ended March 31, 2021.

On April 15, 2021, two of our subsidiaries, Animation Group and NeoCanaan Investment, purchased two office buildings in downtown Markham, Ontario. The total consideration for these two properties was $9.9 million (C$12.5 million) and $7.9 million (C$9.9 million), respectively. In connection with the purchase of the office buildings, Animation Group and NeoCanaan Investment obtained two bank loans of $7.0 million (C$9.0 million) and $5.5 million (C$7.0 million) from HSBC Bank, respectively. Each of the loans has a five-year term with a fixed interest rate of 3.3% per annum. Both bank loans are cross guaranteed by the two subsidiaries, and also guaranteed by Ms. Zhou personally and us, with collateral consisting of the two office buildings. To meet the Bank’s covenants, the Company’s two subsidiaries that own these two office buildings must keep debt service coverage ratios higher than 1.20.

On May 19, 2021, we entered into a purchase agreement to purchase two office buildings in Toronto for a total price of $73.2 million (C$93.3 million). The Company agreed to pay a first deposit of $1.6 million (C$2 million) at agreement signing, a second deposit of $0.8 million (C$1 million) on October 8, 2021, a third deposit of $2.4 million (C$3 million) on November 9, 2021, a fourth deposit of $2.4 million (C$3 million) on March 10, 2022, and a fifth deposit of $1.44million (C$1.8 million) on April 4, 2022. As of September 30, 2021, our controlling shareholder, Ms. Zhou, paid the first required deposit of a total $1.6 million (C$2.0 million) on our behalf. We have made the second, third, fourth, and fifth deposits totaling of $7.04 million (C$8.8 million) subsequent to September 30, 2021 on their respective due dates. The deposits are non-refundable. If we fail to close on the acquisition of these two office buildings and lose our deposits, Ms. Zhou has agreed to forgive her loans to us to pay the deposits.

Contractual Obligations

As of September 30, 2021, our contractual obligations consisted of the following:

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Lease commitment	$	28,905	$	16,513	$	12,392	$	–	$	–
Repayment of bank loans		21,037,288		1,104,592		2,362,592		17,974,742		–
Total	$	21,066,193	$	1,121,105	$	2,374,984	$	17,974,742	$	–

Off-balance Sheet Commitments and Arrangements 

There were no off-balance sheet arrangements for the period ended September 30, 2021 and for the years ended March 31, 2021 and 2020, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

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Related Party Transactions

In addition to the executive officer and director compensation arrangements discussed in “Executive Compensation,” below we describe transactions in which we have been a participant and in which the amount involved in the transactions is material to us or the related party.

The relationship of main related parties is summarized as follows:

Name of Related Party	Relationship to the Company
Ms. Fan Zhou	Controlling shareholder of the Company.
China Youth Langton (Canada) Education Technology Co. Ltd. (“Langton”)	Related due to Ms. Fan Zhou and Wanrong Wu, Ms. Fan Zhou’s daughter, were directors of Langton before June 2021.
PrideMax Express (“Express”)	Controlled by the spouse of the general manager of Farvision Development.
PrideMax Medical Supplies Inc.(“Medical”)	The general manager of Farvision Development was formerly the sole director of Medical until June 1, 2020.
Jason Wang	General manager of Farvision Development.
Rusheng Wu	Principal of Toronto ESchool and spouse of the minority shareholder of Toronto ESchool.

Account receivable – related party

As of September 30, 2021 and March 31, 2020, Account receivable – related party consists of the following:

	September 30,		March 31,
	2021		2021
Accounts receivable from Langton	$	–	$	286,272
Total	$	–	$	286,272

Langton has entered a three-year term lease agreement with the Company, which commenced on January 1, 2018. The lease was renewed for another three years from January 1, 2021 to December 31, 2023. The monthly rent, including basic and additional rent and applicable sale tax, is $24,123. During the six-month period ended September 30, 2021 and 2020, the Company has recognized rental income of $128,087 and $117,319, respectively, from Langton.

Due from related parties

As of September 30, 2021 and March 31, 2020, due from related party consists of the following: 

	September 30,		March 31,
	2021		2021
Due from Langton	$	–	$	3,104,042
Due from minority interest shareholder (Lowell Academy)		147,330		–
Due from minority interest shareholder (Princeton Education)		27,666		–
Total	$	174,996	$	3,104,042

The Company periodically provides working capital loans and jointly invests in educational industry to support Langton’s operations when needed. Such advances were non-interest bearing and due on demand. Subsequent to the year ended March 31, 2021, Langton fully repaid the outstanding balance.

The Company has receivable balances from two minority interest shareholders due to the acquisition of Lowell Academy and Princeton Education, as the minority interest shareholders are personally responsible to pay liabilities incurred before the purchase date. 

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Related parties loan receivable

As of September 30, 2021 and March 31, 2021, related parties loan receivable consists of the following:

	September 30,			March 31,
Name	2021			2021
Jason Wang	$	–		$	91,186
Express		75,255			99,955
Medical		227,855			233,134
		303,110			424,275
Less: current portion of loan receivable		(303,110	)		(105,898	)
	$	–		$	318,377

The Company has entered into loan agreements with above two related companies to provide working capital to support their daily operation and a related individual as the management of one subsidiary. The interest rates applied to these loans are in the range of 2%-3% per annum, and the loans originally had maturity dates between October 2021 and July 2022. Subsequently to September 30, 2021, the outstanding balances have been fully received.  

Due to shareholder

	September 30,		March 31,
Name	2021		2021
Ms. Fan Zhou	$	2,388,738	$	1,471,191
Total	$	2,388,738	$	1,471,191

The balance represents unsecured, due on demand and interest free borrowings between the Company and the controlling shareholder, Ms. Fan Zhou. Ms. Fan Zhou periodically provides funds to support the Company’s investment and acquisition when needed. As of September 30, 2021 and March 31, 2021, the balance due to Ms. Zhou amounted to $2,388,738 and $1,471,191, respectively

Future Related Party Transactions

After completion of this offering, the Audit Committee of our Board of Directors must approve all related party transactions. All related party transactions will be made or entered into on terms that are no less favorable to us than can be obtained from unaffiliated third parties.

Future Development

Subsequent to the period ended September 30, 2021, we continued to acquire assets in the education and related business. As of the date of this filing, we are in the process of acquiring the following entities:

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Max The Mutt Animation

On December 19, 2020, Farvision Education entered into a purchase agreement with the original shareholders of MTM Animation, to purchase all of the issued and outstanding shares of MTM Animation for total consideration of $2.1 million (C$2.6 million). The consideration included two components: i) a fixed or guaranteed purchase price of $1.7 million (C$2.1 million), and ii) post-closing, performance-based payments aggregating up to $392,450 (C$500,000). The payments are required to be made by an initial deposit and additional deposit totaling $784,900 (C$1.000,000), a closing payment of $643,618 (C$820,000) on the closing date, deferred purchase payments totaling $219,772 (C$280,000) payable in equal installments over the three years after the closing, and performance-based payments of up to $392,450 (C$500,000) based on the net income over three years after the closing. On the closing date, MTM Animation stockholders transferred 70% of the purchased shares to us. The remaining 30% will be transferred over three years by transferring 10% of the purchased shares to us on the anniversary of the closing date when the deferred purchase payments are paid. As of March 31, 2021, we paid acquisition deposits totaling $784,900 (C$1,000,000). On February 28. 2022, the Company paid the closing payment of $643,618 (C$820,000) and the transaction was successfully closed. Ms. Fan Zhou loaned the closing payment to the Company. The promissory note evidencing the loan has a term of one year, is non-interest bearing, and grants the Company an option to renew.

MTM Animation, formerly known as Max the Mutt Animation School, and Studio M, was founded in 1997 as a Private Career College under the Private Career Colleges Act, 2005 with the Ontario Ministry of Advanced Education and Skills Development (Registration number:101408). MTM Animation is located in Toronto, Canada.

MTM Animation offers three four-year college diploma programs, including Animation, Concept Art, and Illustration & Storytelling for Sequential Arts. The curriculum is largely designed, regularly reviewed and updated by working animation professionals. The faculty are both full time and parttime instructors and are working animation professionals. Additionally, MTM regularly offers short-term workshops and training courses.

Toronto High School

On November 1, 2020, Farvision Education entered into an acquisition agreement with one individual who was the original shareholder of Toronto High School Inc. (“Toronto High School”), a private high school registered with Ontario Ministry of Education. Pursuant to the agreement, Farvision Education will acquire 80% of the equity interests of Toronto High School for a total consideration of $188,374 (C$240,000). Farvision Education paid an acquisition deposit of $125,584 (C$160,000) upon signing the agreement. The acquisition is expected to be completed by June 30, 2022.

Payment of Tax Liabilities

As of September 30, 2021, we had accrued and unpaid income tax liabilities of $1,434,632 and other unpaid tax liabilities of $1,357,621, in both cases including penalties and interest. We believe that we have an oral understanding with the Canada Revenue Agency (the “CRA”) to pay all such tax liabilities by December 31, 2022 pursuant to an installment schedule. We made the first payment of $40,000 on March 10, 2022, and expect to make the second payment of $12,336 on April 15, 2022. If the amount due is not paid by December 31, 2022, the CRA will send us a written legal warning of the income tax debt due and payable and require us to pay the debt in full within 14 days of the date of notice. If the amount of the outstanding indebtedness is not paid in full, the CRA may take legal action against us without further notice. If the CRA determines that there is a risk of not collecting all or part of the assessed corporate income tax debt, it can apply to the federal court or the superior court of a province for a jeopardy order, which will allow the CRA to seize any assets that the company owns and to take immediate action to collect the debt.

The CRA has not commenced or threatened any action to collect such delinquent tax payments as of the date of this prospectus. We intend to satisfy these liabilities, including any penalties and interest, from our operating income and advances from affiliates, including Ms. Zhou. However, we expect the payments of unpaid taxes will have an adverse effect on our 2022 cash flow, but will not affect our operating income. The failure to pay these liabilities and any resulting enforcement action by the CRA could have a material adverse impact on our operations, financial condition, results of operations, and prospects.

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Quantitative and Qualitative Disclosure about Market Risks

Foreign Exchange Risk

All of our revenues and substantially all of our expenses are denominated in Canadian Dollars (“C$”). In our consolidated financial statements, our financial information that uses C$ as the functional currency has been translated into U.S. dollars. The value of the C$ against the U.S. dollar and other currencies is affected by the changes in Canada’s economic conditions. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Our exposure to interest rate risk primarily relates to the interest rates from our borrowings with banks. We have not been exposed to material risks due to the fact that our borrowing interest rates are normally fixed, and we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.

Liquidity Risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. Our objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet our liquidity requirements at any point in time. We achieve this by maintaining sufficient cash and banking facilities.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience, and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies that we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Revenue recognition

We follow ASC 606 - Revenue from Contracts with Customers, which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

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To determine revenue recognition for contracts with customers, we perform the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation.

We generate our revenues through educational programs and services with individual students. In addition, we generate revenues from other services such as rents, decoration and construction projects, and the sales of vacant lands.

Income Tax

Current income tax payable is based on taxable income for the period. Taxable income differs from income as reported in the statement of income or loss because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. Our liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits against which those deductible temporary differences can be utilized will be available. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which we expect, at the end of the reporting period, to recover or settle the carrying amount of our assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and we intend to settle our current tax assets and liabilities on a net basis.

Recent Accounting Pronouncements 

We consider the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Recent Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. For public business entities, ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance from April 1, 2021 and the adoption has no significant impact on the Company’s consolidated financial statements.

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In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. For public business entities, ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance from April 1, 2021 and the adoption has no significant impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, and Accounting Standards Update 2019-04, Accounting Standards Update 2019-05. In January 2020, the FASB issued ASU 2020-2, “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), February 2020” (“ASU 2020-02”). ASU 2020-02 added and amended SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new standard. For public entities, ASU 2016-13 and its amendments is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance from April 1, 2020 and the adoption has no significant impact on the Company’s consolidated financial statements.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on our consolidated financial position, statements of operations and cash flows.

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MANAGEMENT

Directors and Executive Officers

The following tables sets forth information regarding our directors and executive officers as of the date of this prospectus.

Directors and Executive Officers	Age	Position/Title
Dr. Thomas Traves	73	Chairman of the Board of Directors and Chief Executive Officer
Dr. Simon Tang (1)(4)(5)(6)	63	Vice-Chairman of the Board of Directors
Yiu Bun (Ken) Chan(1)(2)(3)	73	Vice-Chairman of the Board of Directors
Dr. Zaiyi Liao(3)	54	Director and Chief Operating Officer
Honorable Peter M. Milliken(1)(4)(5)(6)	74	Director
J. Colin Dodds(1)(4)(5)(6)	77	Director
Dr. Haipeng Xie	52	Director
Katy Liu	60	Chief Financial Officer
Harley d’Entremont	68	Chief Academic Officer

_____________________

⁽¹⁾ Indicates independent director.

⁽²⁾ Yiu Bun (Ken) Chan was Chief Executive Officer from November 1, 2020 to June 6, 2021.

⁽³⁾ Dr. Zaiyi Liao was Chief Executive Officer from June 7, 2021 to October 28, 2021.

⁽⁴⁾ Audit Committee member.

⁽⁵⁾ Nominating and Corporate Governance Committee member.

⁽⁶⁾ Compensation Committee member.

Biographical Information

Dr. Thomas Traves, Chairman of the Board of Directors and Chief Executive Officer

Dr. Traves has served as Chairman of the Board of Directors of our Company since March 24, 2021 and became our Chief Executive Officer on October 28, 2021. He also serves as a director of our subsidiary Farvision Education Group Inc. Dr. Traves has dedicated his entire career to academia in Canada’s university and higher education system. Starting as a lecturer in 1974, he became a professor and later became involved in university and higher education administration. Dr. Traves served as President of Brock University in 2016-17. Prior to his role at Brock University, he served at Dalhousie University from 1995 to 2013 as President and Vice-Chancellor. Prior to his role at Dalhousie University, he was Vice President of Academics and a Professor of History at the University of New Brunswick from 1991 to 1995. From 1974 to 1991, he served at York University in Toronto, Ontario, Canada. From 1974 to 1976, he was a lecturer. From 1976 to 1991, he was an associate professor, and, while he was an associate professor, he was the Chairman for the Division of Social Sciences from 1981 to 1983 and the Dean of the Faculty of Arts from 1983 to 1991. He also provides consulting services involving organizational and policy issues to private companies, government entities, and universities. Dr. Traves served as Chairman to the Board of Directors for both the Presidents Associations of Nova Scotia and Atlantic Canadian Universities and Universities Canada (formerly known as the Board of the Association of Universities and Colleges of Canada. He has also served on the boards of several Canadian business corporations, including Clearwater Seafood Inc. from 2002 to 2014 and Maritime Life Assurance Co from 1997 to 2004 and the Advisory Board of AT&T Canada Inc. from 1996 to 1999 He also served on the board of the Halifax international Airport Authority from 2013 to 2016 and as Chairman of the Board of Invest Nova Scotia from 2014 to 2016, two government agencies. He was named as one of Atlantic Canada’s Top 50 CEOs on three separate occasions. Dr. Traves earned his Bachelor’s degree from the University of Manitoba in Winnipeg, Manitoba, Canada and his PhD in History with a specialization in economic history from York University in Toronto, Ontario, Canada. In addition to his published scholarly work and his awards received, Dr. Traves has earned honorary degrees from Umea University (Sweden), the University of King’s College (Halifax), and York University (Toronto). We believe that Dr. Traves’ experience and extensive knowledge as an educator and educational administrator makes him well qualified to serve on our Board of Directors.

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Dr. Simon Tang, Vice-Chairman

Dr. Tang has served as a vice-chairman of our Board of Directors since June 21, 2021. Dr. Tang has served as the Managing Director of WinWin Law PLLC in Houston, Texas, since 1994, and was a shareholder of Allied Law Firm and Allied Management Consulting Group, which he founded in 1999 has offices in Hong Kong and Shenzhen, China. Dr. Tang specializes in transborder corporate transactions. Dr. Tang is member of the State Bar of Texas. He earned his Bachelor of Arts from the University of Utah, a Master’s in Global Geopolitics from Brigham Young University, a Ph.D. in Economics and History from the University of California, and a Juris Doctor from the University of Minnesota School of Law. We believe that Dr. Tang’s experience as a lawyer, and, specifically, his familiarity with United States and Canadian laws and education policy makes him well qualified to serve on our Board of Directors.

Yin Bun (Ken) Chan, Vice-Chairman

Mr. Chan has served as a vice-chairman of our board of directors since March 24, 2021 and was our Chief Executive Officer from November 1, 2020 to June 6, 2021. While Mr. Chan offers approximately 20 years of banking and finance management experience obtained from working within some of Canada’s major banks, such as Canadian Imperial Bank of Commerce and Royal Bank of Canada, he also has over 10 years’ experience in facilitating international education partnerships. His efforts have accessed educational pathways for Chinese students into the Canadian education system at the secondary high school and college levels. Mr. Chan established a Canadian Certified High School Diploma program in Sheyang, China in partnership between the Nova Scotia Department of Education Liaoning Provincial Department of Education and a Canadian University BBA and established a BHTM (Hotel and Tourism Management) degree program in partnership between Cape Breton University, in Sydney, Nova Scotia and the Henan Provincial Department of Education and Chinese Ministry of Education in 2007. He is a member of the board of directors for Career Colleges Ontario (formerly known as Ontario Association of Career Colleges), and he serves as Chair of the organization’s, International Education Committee from 2003 to 2006. We believe that Mr. Chan’s knowledge and experience in financial and educational services makes him well qualified to serve on our Board of Directors.

Dr. Zaiyi Liao, Director and Chief Operation Officer

Dr. Zaiyi Liao became director on March 24, 2021 and was our Chief Executive Officer from June 7, 2021 to October 28, 2021. He has served as Chief Operating Officer for Visionary Education Technology Group since April 22, 2022, and as director of our subsidiary Farvision Education Group, Inc since November 20, 2020. Prior to joining us as our CEO, he served as Partner and Engineering Director of SGS Architects in Toronto, Ontario, Canada from February 2014 to June 2020. Concurrently with his duties as our CEO, Dr. Liao contributes his experience as a Professional Engineer of Canada to the academic community at Ryerson University in Toronto, Ontario, Canada as a tenured Associate Professor in the University’s Department of Architectural Science. His tenure began in June 2012. Dr. Liao earned his Bachelor of Arts and Master of Arts from Tsinghua University in Beijing, China. He has also earned a PhD in Building Services Engineering from Hong Kong Polytechnic University in Hong Kong, China and PhD in Engineering Science from the University of Oxford in England. We believe that Dr. Liao’s knowledge and experience as a professional engineer and a tenured university professor makes him well qualified to serve on our Board of Directors.

Honorable Peter M. Milliken, Director

Honorable Peter M. Milliken has served as an independent director since March 24, 2021 and has served on the Board of Directors of our subsidiary Farvision Education Group, Inc. since November 20, 2020. Mr. Milliken is a Canadian lawyer and politician. His political career began in 1988 as a member of the House of Commons and ended with his retirement in 2011, after serving as Speaker of the House of Commons for ten years. Mr. Milliken earned his Bachelor of Arts in Political Science and Economics from Queen’s University in Kingston, Ontario, a Bachelor of Arts and Master of Arts in Jurisprudence from the University of Oxford in England, and a Bachelor of Laws from Dalhousie University in Halifax, Nova Scotia. We believe that Mr. Milliken’s service as a government public official makes him well qualified to serve on our Board of Directors.

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J. Colin Dodds, Director

Mr. Dodds has served as director of our Company since March 24, 2021 and has served as a director of our subsidiary Farvision Education Group, Inc. since November 20, 2020. Mr. Dodds began teaching finance at Saint Mary’s University in Halifax, Nova Scotia, Canada in 1982. He became employed in the administration of Saint Mary’s University, serving as its President from 2000 to 2015. He had served as President of the Council of Nova Scotia University Presidents and President of the Canadian Bureau for International Education. He serves as a director of GEM Health Care Group Ltd., a company that develops and operates facilities dedicated to transforming the health care landscape for seniors, and as Vice-Chairman of the Board of the Royal Nova Scotia International Tattoo Society. He served two terms as a Director of the Bank of Canada and the Asia Pacific Foundation. Mr. Dodds earned his Bachelor of Arts from The Open University, a Bachelor of Science in Economics with Honors from the University of Hull, and a Master of Arts and PhD from the University of Sheffield, all in the United Kingdom. We believe that Dr. Dodds’ experience and extensive knowledge as an educator in business and finance and as and educational administrator makes him well qualified to serve on our Board of Directors.

Dr. Haipeng Xie, Director

Dr. Xie joined our Company as a director on November 20, 2020. Concurrent with his duties for us, he has served as an Adjunct Professor of Mechanical and Industrial Engineering at the University of Toronto since 2015. He served as an Adjunct Professor at the University of Geulph’s School of Engineering from 2004 to 2015. Dr. Xie earned his Bachelor of Science in Electrical Engineering from ZhongShan University in China, a Master of Applied Science in Electrical and Computer Engineering from Concordia University in Montreal, Quebec, Canada, and a PhD in Electrical and Computer Engineering from the University of Western Ontario in London, Ontario, Canada. We believe Dr. Xie’s experience and knowledge as an educator and a management professional for technology companies make him well qualified to serve on our Board of Directors.

Harley d’Entremont, Chief Academic Officer

Dr. d’Entremont joined our Company as our Chief Academic Officer on May 25, 2021. Dr. d’Entremont has spent his career in academia, which began in 1975 as a Professor of Political Science. Over his career, he has occupied many executive positions. From 2012 to 2017, he was Provost and Vice-President of Academic and Research at Nipissing University in North Bay, Ontario, Canada. From 2003 to 2008, he was Vice-President Academic at Laurentian University in Sudbury, Ontario, Canada. From 1988 to 2001, he was President of Université Sainte-Anne in Nova Scotia, Canada. He earned his Bachelor of Arts from Saint Mary’s University in Halifax, Nova Scotia, Canada, his Masters in Public Administration from Dalhousie University in Halifax, Nova Scotia, Canada, and his PhD in Political Science from the University of Western Ontario in London, Ontario, Canada.

Katy Liu, Chief Financial Officer

Ms. Liu joined our Company as the accounting manager in September 2020 and was appointed Chief Financial Officer on April 3, 2021. Prior to joining us as Chief Financial Officer, Ms. Liu was the Controller/Chief Administration Officer at the George R. Gardiner Museum of Ceramic Art from 2000 to 2018. In her role at the museum, she was responsible for the management and compliance of the finance and accounting operations. She was the Finance Manager at the Canadian Opera Company for 14 years prior to joining the museum. Ms. Liu earned her Bachelor of Applied Arts in Economics from Centennial College in Toronto, Ontario, and completed the Certified General Accountant – Fourth Level program from York University in Toronto, Ontario.

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Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers have, during the past ten years:

· Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

· had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

· been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

· been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

· been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

· been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

We are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or operating results.

Board of Directors

Our board of directors consists of seven directors. Until changed in accordance with the Business Corporations Act (Ontario), the board shall consist of that number of directors, being a minimum of one (1) and a maximum of ten (10), as determined from time to time by resolution of the board. Our by-laws also provide that not less than 25% of the directors of our Company are required to be resident Canadians. Each director is required to be not less than 18 years of age. No person who is of unsound mind and has been so found by a court in Canada or elsewhere or who has the status of a bankrupt may be a director. If a director acquires the status of a bankrupt or becomes of unsound mind, he or she shall thereupon be removed as a director. A director need not be shareholder. Our board of directors shall hold meetings on at least a quarterly basis.

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There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting. There are no other arrangements or understandings pursuant to which our directors are elected or nominated.

A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director who is a party to, or who is a director or an officer of, or has a material interest in any person who is party to, a material contract or transaction or proposed material contract or transaction with us, is required to disclose in writing to us or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest, which disclosure shall be made as required by the Business Corporations Act (Ontario).

Corporate Governance

We are a “foreign private issuer” under the federal securities laws of the United States and the listing standards of the NASDAQ. Under the federal securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S.-domiciled registrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act, the rules thereunder adopted by the SEC, and the NASDAQ listing standards.

Under the SEC rules and the NASDAQ listing standards, a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the SEC and NASDAQ permit a foreign private issuer to follow its home country practice in lieu of their respective rules and listing standards. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on NASDAQ, may provide less protection than is accorded to investors under the NASDAQ rules applicable to U.S. domestic issuers.

As a foreign private issuer, we will follow Ontario law and corporate practice in lieu of the corporate governance provisions set out under NASDAQ Rule 5600, the requirement in Rule 5250(b)(3) to disclose third party director and nominee compensation, and the requirement in Rule 5250(d) to distribute annual and interim reports. Of note, the following rules under NASDAQ Rule 5600 differ from Ontario law requirements:

· NASDAQ Rule 5605(b)(1) requires that at least a majority of a listed company’s board of directors to be independent directors, and NASDAQ Rule 5605(b)(2) requires that independent directors regularly meet in executive session, where only independent directors are present. We will have five independent directors at the time of listing, who will meet regularly with other members of the board. We intend to appoint more independent directors after the listing over time, and they may choose to meet in executive session at their discretion.

· NASDAQ Rule 5605(c)(2)(A) requires that a listed company to have an audit committee composed entirely of not less than three directors, each of whom must be independent. We expect to have a committee of three directors, and the directors will meet the requirements of Rule 10A-3 under the Exchange Act. See “—Audit Committee” below for further detail.

· NASDAQ Rule 5605(d) requires, among other things, that a listed company’s compensation committee include at least two members, each of whom is an independent director as defined under such rule. Our board of directors will, together with the compensation committee, participate in the strategic discussions and determination of the compensation of directors and executive officers and other compensation-related matters. We established a compensation committee of the board effective October 15, 2021.

· NASDAQ Rule 5605(e) requires that a listed company’s nominating and corporate governance committee consist solely of independent directors. Our board of directors will, together with the nominating and corporate governance committee, participate in the nomination process and oversee our corporate governance practices. We established a nominating and corporate governance committee of the board effective October 15, 2021.

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Duties of Directors

Under Ontario’s law, our directors have a duty of loyalty to act honestly in good faith with a view to the best interests of us as a whole. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

In fulfilling their duty of care to us, our directors must ensure compliance with our Articles of Incorporation. A shareholder may, in some circumstances, have the right to seek damages in our name if a duty owed by our directors is breached.

Board Leadership Structure and Risk Oversight

The board oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. As such, it is important for us to have our Chief Executive Officer serve on the board as he plays key roles in the risk oversight of our Company. Each of the board committees, when established prior to the effectiveness of the registration statement of which this prospectus is a part, will also provide risk oversight in respect of its areas of concentration and report material risks to the Board for further consideration.

Family Relationships

There are no familial relationships among any of our directors or officers.

Committees of the Board of Directors

Three committees will be established under the board prior to the effectiveness of the registration statement of which this prospectus is a part: the Audit Committee, the Compensation Committee and the Nominating Committee.

Audit Committee

Our audit committee will be responsible for, among other things:

· appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

· discussing with our independent registered public accounting firm their independence from management;

· reviewing, with our independent registered public accounting firm, the scope and results of their audit;

· approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

· overseeing the financial reporting process and discussing with management and our independent registered public accounting firm any financial statements that we file with the SEC;

· overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

· reviewing our policies on risk assessment and risk management;

· reviewing related person transactions; and

· establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

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Upon the consummation of this offering, the audit committee will be composed of Dr. Colin Dodds, Dr. Simon Tang and Peter Milliken with Colin Dodds serving as chair. Dr. Colin Dodds qualifies as an “audit committee financial expert” as such term has been defined in Item 407(d)(5) of SEC Regulation S-K. Our Board of Directors has affirmatively determined that Dr. Colin Dodds, Dr. Simon Tang and Peter Milliken each meet the definition of “independent director” for purposes of serving on the audit committee under the NASDAQ rules and the independence standards under Rule 10A-3 of the Exchange Act.

Following this offering, both our independent registered public accounting firm and management personnel will periodically meet privately with our audit committee.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will be responsible for, among other things:

· identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

· overseeing succession planning for our executive officers;

· periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors;

· reviewing our policies on risk assessment and risk management;

· overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and

· developing and recommending to our board of directors a set of corporate governance guidelines.

Upon the consummation of this offering, the nominating and corporate governance committee will be composed of Dr. Simon Tang, Colin Dodds and Peter Milliken with Dr. Simon Tang serving as chair. Our board of directors has affirmatively determined Simon Tang, Colin Dodds and Peter Milliken each meet the definition of “independent director” for purposes of serving on the nominating and corporate governance committee under the NASDAQ rules.

Compensation Committee

Our compensation committee will be responsible for, among other things:

· reviewing and approving the corporate goals and objectives, evaluating the performance and reviewing and approving the compensation of our executive officers;

· reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans, policies and programs;

· reviewing and approving all employment agreement and severance arrangements for our executive officers;

· reviewing our policies on risk assessment and risk management;

· making recommendations to our board of directors regarding the compensation of our directors; and

· retaining and overseeing any compensation consultants.

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Upon the consummation of this offering, the compensation committee will be composed of Dr. Simon Tang, Colin Dodds and Peter Milliken with Peter Milliken serving as chair. Our Board of Directors has affirmatively determined that Dr. Simon Tang, Colin Dodds and Peter Milliken each meet the definition of “independent director” for purposes of serving on the compensation committee under the NASDAQ rules.

Code of Ethics and Business Conduct

Our board of directors will adopt, with effect from listing, a written code of ethics and business conduct, which is a “code of ethics” as defined in section 406(c) of Sarbanes-Oxley, that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and other of our agents.

Terms of Directors and Officers

Directors are elected to serve for one year at each annual meeting of shareholders. Officers are appointed by the Board of Directors. Each director and officer shall hold office until their successor is appointed or until their resignation, removal or death, whichever shall first occur. Because Ms. Zhou maintains voting control of us, she has the power to remove and appoint all directors and officers of us.

Employees, Employment Agreements and Indemnification Agreements

The total number of employees in our Company as of May 2, 2022, was 102, including 32 full-time employees and 70 part-time employees.

Dr. Thomas Traves, has served as Chairman of the Board of Directors since March 24, 2021, and became our Chief Executive Officer on October 28, 2021. His annual compensation is projected to be $79,523. Dr. Traves’ employment agreement has a term of one-year commencing on November 1, 2021 and also contains non-solicitation, confidentiality, and non-compete terms and provisions.

The employment agreement with Katy Liu, our Chief Financial Officer, effective April 3, 2021, entitles Ms. Liu to an annual base salary of $49,254. The employment agreement does not contain a term length as employment is at-will by and in favor of the employer and requires that Ms. Liu provide two weeks’ notice in the event she resigns. The employment agreement also contains non-solicitation, confidentiality, and non-compete terms and provisions.

The employment agreement with Dr. Zaiyi Liao, our Chief Operating Officer, commenced on May 1, 2022 and entitles Dr. Liao to an annual base salary of $52,483. The employment agreement does not contain a term length as it is at-will by the employer and requires Dr. Liao to provide two weeks’ notice in the event he resigns. The employment agreement also contains non-solicitation, confidentiality, and, non-compete terms and provisions.

The employment agreement with Dr. Harley d’Entremont, our Chief Academic Officer, has a term of six-months that commenced on June 25, 2021 with an option to renew before the six-month term expires on December 25, 2021. His projected salary for a term of six months is $19,085.52. In addition to his base compensation, Dr. d’Entremont is entitled to bonus compensation of $79,523 per PPP agreement successfully signed with a Canadian/Ontario public college. His employment agreement is silent with respect to non-solicitation, confidentiality, and non-compete terms and provisions.

Pursuant to our by-laws, and subject to the Business Corporations Act (Ontario), we shall indemnify our directors and officers, our former directors and officers, and any person who acts or acted as a director or officer of our subsidiaries for any costs or expense relating to any civil, criminal, administrative, investigative, or other action or proceedings by any stockholders or third-parties to which he/she/they are made a party in connection with their duties as an officer or director if the conduct was in good faith in our best interests, and, in the event that it is a criminal or administrative action resulting in a monetary penalty, the individual had reasonable grounds for believing that his/her/their conduct was lawful.

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Indemnification Agreements

We have agreed to enter into indemnification agreements with each of our directors and officers that provide such persons with additional indemnification beyond that provided in our current Articles of Incorporation. Ms. Fan Zhou has also agreed to enter into indemnification agreements with our directors and officers to induce them to continue to provide their services to us after the effective date of this offering.

Compensation of Directors and Executive Officers

The directors may receive such remuneration as our Board of Directors may determine from time to time. Each director is entitled to be repaid or prepaid for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our Board of Directors or committees of our Board of Directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and executive officers. Our total salaries and other compensation paid to directors and executive officers were $91,837 and $7,893 for the years ended March 31, 2021 and 2020, respectively.

At the time of the filing of this registration statement, we have not developed, designed, and/or implemented any equity compensation plans or non-equity incentive plan compensation for our directors or officers. The compensation committee will assist in the directors in reviewing and approving such compensation structures for its directors and executive officers in the future.

Executive Compensation

The following tables sets forth all direct and indirect compensation for, or in connection with, services provided to us for the fiscal years ending March 31, 2021, in respect of our Chief Executive Officer and our Chief Financial Officer.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-equity Incentive Plan Compensation ($)	Nonqualified deferred compensation earnings ($)	Total ($)(5)
Fan Zhou – Chief Executive Officer(1)	2021	13,800	–	–	–	–	–	13,800
Yiu Bun (Ken) Chan – Chief Executive Officer(2)	2021	15,000	–	–	–	–	–	15,000
Katy Liu – Chief Financial Officer(3)	2021	11,637	–	–	–	–	–	11,637
Thomas Traves – Chief Executive Officer(4)	2021	25,000	–	–	–	–	–	25,000

_____________________

(1)	Fan Zhou served as our Chief Executive Officer (“CEO”) from April 1, 2020 to October 31, 2020. Ms. Zhou served as a director from August 20, 2013 until December 15, 2021 and as executive director from March 24, 2021 until December 15, 2021.
(2)	Yiu Bun (Ken) Chan served as our CEO from November 1, 2020 to June 6, 2021. Mr. Chan’s compensation as CEO includes his compensation for service as a director.
(3)	Katy Liu became Chief Financial Officer on April 1, 2021. For the fiscal year ending on March 31, 2021, Katy Liu’s salary was paid in connection to her role as principal internal accountant. Ms. Liu joined us as the principal internal accountant on September 1, 2020.
(4)	Thomas Traves became our CEO effective November 1, 2021. He received $25,000 in compensation as a director for services in the fiscal year ended March 31, 2021.
(5)	All other compensation may, but is not limited to, repayment or prepayment for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in connection with the discharge of his or her duties as an officer.

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Director Compensation

The following table sets forth all amounts of compensation provided to the directors for our most recent fiscal year.

Director Compensation

Name	Fee Earned or paid in cash ($)	Stock Awards ($)	Option Awards ($)	Non-equity Incentive Plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All other Compensation ($)(1)	Total ($)
Dr. Thomas Traves	$25,000	-----	-----	-----	-----	-----	$25,000
Simon Tang	----	-----	-----	-----	-----	-----	-----
Yiu Bun (Ken) Chan	$15,000	-----	-----	-----	-----	-----	$15,000
Dr. Zaiyi Liao	----	-----	-----	-----	-----	-----	------
Honorable Peter M. Milliken	$7,500	-----	-----	-----	-----	-----	$7,500
J. Colin Dodds	$10,000	-----	-----	-----	-----	-----	$10,000
Fan Zhou (2)	$13,800	-----	-----	-----	-----	-----	$13,800
Dr. Haipeng Xie	-----	-----	-----	-----	-----	-----	-----

⁽¹⁾ All other compensation may, but is not limited to, repayment or prepayment for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director.

⁽²⁾ Ms. Zhou resigned as a director on December 15, 2021.

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A Letter from Our Chairman of the Board, Dr. Tom Traves, CM, PhD

Education institutions have experienced at least two great developments over the last 75 years. First, as universities and colleges in developed countries expanded, the newly emerging global nature of education markets and educational brands presented even greater possibilities for innovation in teaching and research. Second, in recent decades government support for public education declined significantly, which has forced public institutions to ever greater reliance on tuition fees and ancillary business profits to fill budget gaps. Increases in tuition coupled with shrinking budgets at public institutions has led to the growth of both for-profit and not-for-profit private educational institutions at all levels. I believe that the attraction of private education opens substantial opportunities for private institutions like the Visionary Education Technology Holding Group and that success will come to those with integrity who can customize education programs for quickly evolving needs and markets. To that end, our plan is to join in multiple partnerships with other educational institutions that share our goals and will participate in our financial results. As a step in this plan, we have assembled a team of skilled and experienced educators who can help us take advantage of this new environment.

The senior team behind Visionary Education represent many years of experience in education in both the public and private sectors. When they invited me to join as Chair and to share their vision to build a fully integrated, multi-institutional provider of educational programs in Canada for local and international students, I quickly appreciated its potential. I believe that the team’s financial and educational track record, the range of private education providers they have purchased, and the real estate facilities recently acquired and to be acquired to house these efforts are truly exceptional. In my opinion, our plan to offer a full range of academic and vocational programs at every level—from secondary schools through master’s programs—in partnership with well-established public and private institutions is both bold and fully realizable. We can also provide essential support services to make these initiatives attractive and viable. Moreover, every aspect of our operations—our schools, our services and our real estate--offer opportunities for profit. For the past two years, our leadership team has been working to assemble various parts of this integrated vision and many initiatives already are up and running, while others are ready to launch.

Having spent a large part of my own career in academic leadership positions at a number of universities, including nineteen years as President of two Canadian universities, as well as service on the board of directors of many academic, government agency and national and international business corporations, I fully recognize the challenges and opportunities in the private education sector both in Canada and abroad. Success will depend on constant attention to student needs and academic quality, the business case for offering a variety of customized programs, and the strength of the partnerships that Visionary Education is building to present to the international marketplace for education in Canada. Immigration policy in Canada also makes these programs especially attractive for capable students aspiring to live and work here. Headquartered in the Toronto Metropolitan Area, which expects to grow substantially over the next 20 years, I believe that Visionary Education has all the ingredients for long-term success.

Research has shown that high quality education leads both individuals and nations to wealthier and healthier futures. I believe that students and their families from around the world fully grasp this and are eager to get access to these prospects. The leadership team at Visionary Education gets this too and has plans to contribute to better futures for all.

In my opinion, Visionary Education provides academic quality, innovative leadership and a great opportunity to succeed financially by offering an exciting and innovative way forward in the realm of for-profit education. Please join us.

Tom Traves

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INDUSTRY OVERVIEW

Industry Background

Education in Canada

Education in Canada is primarily provided publicly, and is funded by the federal, provincial, territorial and local governments. Education is within provincial jurisdiction and the curriculum is overseen by each province. Within the provinces, district school boards administer the educational programs under the provincial ministry of education.

The education system in Canada consists of primary schooling, secondary schooling, and postsecondary schooling. School attendance is mandatory until the age of 16 in all provinces except for Manitoba, Ontario, and New Brunswick where the required age is 18. Postsecondary schooling is split between colleges, typically for vocational training, and universities, for those pursuing a Bachelor’s, Master’s, or Doctorate degree.

According to Statistics Canada, the Canadian national statistical agency, as of 2020, there were approximately 14,800 public elementary and secondary schools in Canada, comprising 10,100 elementary schools, 2,600 secondary schools, and 2,100 mixed elementary and secondary schools. In the 2018–19 school season, provinces and territories reported that there were almost 5.7 million students enrolled in public elementary and secondary schools with an average of 390 students per school.

The following diagram illustrates the composition of the education system in Canada:

 

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Elementary and Secondary Education

Secondary school covers the final four to six years of compulsory education. As the end of 2019, 5.67 million students were enrolled in elementary and secondary schools in Canada, accounting for roughly 15% of the total population.

The following table shows the number of students in Canadian elementary and secondary schools from 2014-2019:

Number of students in elementary and secondary schools, Canada
School type	2014 - 2015	2015 - 2016	2016 - 2017	2017 - 2018	2018 - 2019
Total	5,470,734	5,493,876	5,552,199	5,609,475	5,675,691
Public schools	5,052,069	5,068,569	5,117,307	5,159,928	5,212,908
Private/independent schools	389,145	394,065	401,868	414,633	425,043
Home-schooling	29,517	31,242	33,024	34,911	37,737

Source: Statistics Canada

Postsecondary Education

Post-secondary education in Canada is provided by universities (research universities, undergraduate universities, and university colleges) and vocational institutions (vocational colleges, career colleges, community colleges, institutes of technology or science, colleges of applied arts or applied technology, and in Quebec, collèges d’enseignement général et professional). Universities offer bachelor’s, master’s, professional, and doctoral degrees as well as post-graduate certificates and diplomas while vocational institutions issue diplomas, associate degrees, certificates, and apprenticeships. Vocational institutions offer career-focused training that is often practical where these institutions train their graduates to work as semi-professionals in various fields such as the skilled trades and technical careers and for workers in support roles in professions such as engineering, information technology, accountancy, business administration, health care, architecture, and law. University colleges and vocational institutions also offer degree programs where a student can take courses and receive credit that can be transferred to a university.

Postsecondary education is available in both government-supported and private institutions, which offer degrees, diplomas, certificates, and attestations depending on the nature of the institution and the length of the program. Canada has 223 public and private universities and 213 public colleges and institutes. Total number of students enrolled in postsecondary institutions in Canada had reached 2.15 million by 2019.

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The following diagram illustrates the number of students enrolled in postsecondary institutions in Canada from 2000 to 2019:

Number of students enrolled in postsecondary institutions in Canada from 2000 to 2019

(in millions)

Source: Education in Canada - Statistics & Facts | Statista

College Programs

Colleges and institutes offer a wide range of vocation-oriented programs in a variety of professional and technical fields, including business, health, applied arts, technology, and social services. Some of the institutions are specialized and provide training in a single field such as fisheries, arts, paramedical technology, and agriculture. Colleges also provide literacy and academic upgrading programs, pre-employment and pre-apprenticeship programs, and the in-class portions of registered apprenticeship programs. Many different workshops, short programs, and upgrades for skilled workers and professionals are made available as well.

According to Statistics Canada, college and institute enrollment was at an all-time high in 2018–19, with 795,159 college students enrolled in Canada and 344,181 college students in Ontario.

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University Programs

The quality of universities in Canada is internationally recognized. There are 26 Canadian universities ranked in the 2020 QS World University Rankings, with the University of Toronto ranked 29th, McGill University ranked 35th, and the University of British Columbia ranked 51st.

More than 10,000 undergraduate and graduate degree programs as well as professional degree programs and certificates are offered in Canadian universities. Most institutions provide instruction in either English or French; others offer instruction in both official languages. In 2020, Canadian universities employed over 47,000 full-time faculty members.

According to Statistics Canada, in 2018-2019, there were 1,36 million university students in Canada and 545,091 in Ontario.

Vocational Education and Training

A vocational school is an institution that provides occupation-specific training, which can lead to an associate degree, a diploma, a certificate, or another similar credential. Vocational training is commonly defined as any training that is specific to a particular occupation. While an academic degree program from a college or university might prepare people to pursue a wide range of entry-level positions within a certain field, such as business or IT, vocational training is intended to equip an individual with the defined competencies (and even certification or licensing) required to pursue a specific position—like hairstylist, construction electrician, or chef.

Post-secondary vocational institutions in Canada offer apprenticeships, certificates, diplomas, and associate degrees. These are programs that offer specialized vocational education in specific employment fields related to the skilled trades and technical careers which generally last two years. In studying at a vocational school, a student can take the necessary courses needed to earn a certification that will allow for entry into jobs (such as becoming a beautician, licensed practical nurse, drafter, web developer, computer network support specialist, paralegal, medical laboratory technician, cardiovascular technologist, optician, or diagnostic medical sonographer, healthcare assistant etc.) requiring some level of tertiary education but not a full four-year university degree.

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After graduating from a vocational institution, some students continue their education by transferring to a university to complete a bachelor’s degree, while others choose to enter the workforce. Apprenticeships are another form of post-secondary vocational education training in Canada, as students combine in-class instruction with practical workforce training for careers related to the skilled trades. In addition, a student must pass a series of exams to be certified as a journeyperson. Skilled trades programs in Canada typically take four years to complete, and by finishing the last level, the person is granted a trades certificate and can work anywhere in Canada if the student passes the Red Seal exams.

Vocational education in Canada is delivered through vocational colleges, career colleges, community colleges, institutes of technology or science, technical schools, colleges of applied arts or applied technology, and in Quebec through collèges d’enseignement général et professionnel. Though it is cheaper in terms of tuition, less competitive to get into, and not as prestigious as going to a four-year university, vocational schools are another post-secondary option for students seeking to enter the realm of Canadian higher education. Admissions to vocational schools in Canada have requirements that are less stringent than a university and vary more significantly, but unlike universities, vocational institutions do not have admission cut-offs and as long as students meet the minimum average requirements and have the required courses, they can gain admission to most vocational institutions across the country.

Private colleges may be licensed by provincial governments or may operate as unlicensed entities. Private colleges may receive some public funding but are largely funded through tuition fees and offer programs in such areas as business, health sciences, human services, applied arts, information technology, electronics, services, and trades. Programs usually require one or two years of study, although some private career colleges offer programs of shorter duration.

Whether students are still in high school, have recently graduated, want to advance in their current profession, or are considering a career change, vocational schools in Canada offer a variety of educational options that may be suited to individual interests, goals, and strengths.

Vocational and trade schools provide training in a range of fields that are vital to today’s society. From health care to business to beauty to skilled trades—and everything in between—these schools can help the students gain career-specific skills and knowledge related to a variety of occupations.

The following table shows Canada’s Vocational Training from 2016-2020.

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Government Support to Education Industry

In view of the structural changes in Canada’s job market and increasing demand for education from overseas, the Canadian government has made a firm commitment and provided strong support to develop its education industry. As a result, Canada has been one of the leading education destinations for international students. According to the Institute of International Education, in 2020, Canada hosted 503,270 international students, ranking the third in the world, with the United States having the most (1,075,496 international students) and followed by the United Kingdom with 551,495 international students.

 

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In terms of international students as a share of the total higher education population in 2020, Canada ranked second with 23.7% of higher education coming from international students while Australia took the lead with 31.3%.

 

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According to the study conducted by US News & World Report, Canada ranked as the third best country in the world for education, and was recognized for students scoring high on the Organization for Economic Co-operation, or OECD, Program for International Student Assessment.

International Students

According to the Canadian Bureau for International Education, 530,540 international students were enrolled at all levels of study in Canada in 2020, of which India accounted for 34% and China accounted for 22%. The number of international students in Canada has increased 135% from 2010 to 2020. Among all international students, 46% chose to study in Ontario, 22% chose to study in British Columbia, and 15% chose to study in Quebec. Of these international students, 96% recommended Canada as a study destination, and 60% of them planned to apply for permanent residence in Canada.

 

According to the Canadian Ministry of Colleges and Universities, the number of international students enrolled in PPP colleges in Canada increased from approximately 15,000 in the 2018/2019 academic year to approximately 24,000 in the 2020/2021 academic year despite the pandemic.

Principal reasons why international students choose to study in Canada are:

1. the quality of the Canadian education system (2019 Annual Report – London Times Education Magazine - Higher Education Award University Ranking.;

2. graduates from qualified colleges or universities are eligible for immigration to the country. (Immigration, Refugees and Citizenship Canada)

3. Relatively low tuition compared with tuition in the United States and the United Kingdom(statistics Canada).

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Tuition Fees

According to Statistics Canada, in 2020-21, tuition costs averaged $5,232 for Canadian undergraduate programs and $5,853 for Canadian graduate programs, with international student fees averaging approximately $25,478 annually for undergraduate and $15,450 for graduate programs. While in Ontario, international students’ fees average approximately $32,226 annually for undergraduate and $20,295 for graduate programs.

Education in Ontario Province, Canada

Ontario is Canada’s wealthiest province and includes Toronto, Canada’s largest city, and Ottawa, the national capital. These unique geographical advantages establish its prominent position in the Canadian education industry. The secondary education system is mature. Ontario has abundant educational resources, providing good-quality secondary and higher education for local students and foreign students. According to Statistics Canada, there were 889,269 postsecondary students enrolled in Ontario, approximately 41.3% of total Canadian postsecondary enrollments, far more than any other provinces in Canada. According to the US News and World Report survey in 2019, University of Toronto was ranked first in Best Universities in Canada and 17th in Best Global Universities.

Geographically, Ontario is close to U.S. cities such as New York, Philadelphia, Boston, Washington, Chicago, Detroit, and Pittsburgh. Students attending many universities in Ontario can apply for exchange student programs and paid internships in American universities to improve their employment competitiveness.

Ontario implements credit conversion for international students. International students studying in Ontario can be evaluated according to the Ontario credit conversion model and directly enter the corresponding grade if the student’s language proficiency level is met. For example, a student who has completed the equivalent tenth grade in his or her home country can directly enter the eleventh grade in Ontario. The student is expected to complete the remaining credits required for graduation, and then enter a college or university.

Education in Ontario comprises public and private primary and secondary schools and post-secondary institutions. Publicly funded elementary and secondary schools are administered by the Ontario Ministry of Education, while colleges and universities are administered by the Ontario Ministry of Colleges and Universities.

Ontario’s schools are administered by district school boards and school authorities. School boards are divided as follows: 31 English Public; 29 English Catholic; 4 French Public; 8 French Catholic. There are 10 School Authorities, consisting of 4 geographically isolated boards and 6 hospital-based school authorities.

According to Ontario Ministry of Education, approximately 1.4 million students attend Ontario’s 4,000 publicly funded elementary schools, approximately 700,000 students attend more than 850 publicly funded secondary schools in Ontario. Post-secondary education in Ontario consists of 23 public universities, 24 colleges and over 400 registered private career colleges.

The following table shows number of students at different levels from elementary schools to university in Ontario

Number of Students Ontario, Canada
School type	2014 - 2015	2015 - 2016	2016 - 2017	2017 - 2018	2018 - 2019
Elementary	2,140,152	2,135,448	2,152,479	2,174,391	2,199,711
Secondary	305,799	304,221	310,956	331,485	344,181
University	216,672	518,568	527,463	533,316	545,091

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Ontario Secondary School Diploma

The OSSD is a diploma granted to secondary school graduates in the Canadian province of Ontario. It is awarded to all students who complete the Ontario secondary school education curriculum. The OSSD is an internationally recognized secondary school credential from the Ontario Ministry of Education in Canada that can be used as a basis for admission to colleges and universities in other countries as well as Canada.

According to Ontario Schools Kindergarten to Grade 12 policy and program requirements issued by Ontario Public Service in 2016, the OSSD academic credit system applies to students from Grades 9 through 12. To obtain an OSSD, one must earn the following compulsory credits:

4 credits in one’s first language (English or French) (from Grade 9 through 12, one credit per a year),

3 credits in Mathematics, with at least one credit in Grade 11 or 12,

2 credits in science, one in Grade 9 and one in Grade 10,

1 credit in Grade 10 Canadian History,

1 credit in Grade 9 Canadian Geography,

1 credit in the arts,

1 credit in Health and physical education,

1 credit in one’s second language, either French or English,

0.5 credits in Grade 10 Career Studies, and

0.5 credits in Grade 10 Civics

The OSSD also has the following additional provincial requirements

One must also earn 1 credit from each of the following three areas:

Group 1: 1 additional credit in a second language (either French or English), an aboriginal language, a classical or international language, or social sciences and the humanities, or Canadian and World studies, or guidance and career education, or cooperative education.

Group 2: 1 additional credit in health and physical education, or the arts, or business studies, or cooperative education. As of March 2010, 1 additional credit in a second language (either French or English) can be used instead.

Group 3: 1 additional credit in science in Grade 11 or 12, or technological education, computer studies, or cooperative education. As of March 2010, 1 additional credit in a second language (either French or English) can be used instead.

Only 2 credits in cooperative education can be counted as compulsory credits, and that, only 2 additional second language (either French or English) credits can be counted as compulsory: one in group 1, or one in either group 2 or group 3.

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In addition, students must also have completed:

12 optional credits (4 of which may be obtained through approved dual-credit courses and coop),

40 hours of community service, meet the provincial secondary school literacy requirement.

Note that a student can receive their community service from the start of Grade 9 (including the summer between Grade 8 and 9) until the April of grade 12, with summer break and weekends included.

The provincial secondary school literacy requirement can be met through passing the Ontario Secondary School Literacy Test with a score of 75.0% or above. If one fails the Literacy Test, they must rewrite the test the following school year, or complete the Ontario Secondary School Literacy Course (OLC 3O or 4O) in grade 11 or 12.

In Grade 9 and 10 (years 1 and 2, respectively), a student must complete 16 credits in total, 8 each year. In Grade 11 and 12 (Year 3 and 4, respectively), one must complete the 14 remaining credits, with no less than 6 attempted credits each year in accordance with compulsory education law. In total, 30 credits must be achieved. One can stay in high school until all 30 credits are achieved, or to obtain any additional or required credits for post-secondary admission.

 

Colleges, Universities in Ontario

According to Ontario Provincial statistics, there are 24 colleges, 23 public universities, 13 private postsecondary school, nine Indigenous Institutes in Ontario as of September, 2021.

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BUSINESS

Background

Canada is the second-largest country in the world by total area with a relatively small population of 38 million people. Since the United Nations started to release the Human Development Index, or HDI, in 1990, Canada has been ranked in the top 15 countries, and as such is one of the most livable countries in the world. It has a comprehensive education system comprising universities, secondary schools, and primary schools, offering varied learning opportunities and environments. Secondary school degrees and university diplomas issued by Canadian education institutions are recognized world-wide. Scientific research organizations, research facilities, and world-class scientists make Canada a nation of innovation, attracting talent from around the world to study and settle there. Canada has established welcoming immigration policies, offering various immigration pathways. Canada has also established a comprehensive vocational education system, which is regulated by federal and provincial authorities and offers additional immigration pathways.

Canadian government policy promotes increasing the country’s human resources by enhancing opportunities for immigration. According to Immigration and Citizenship Canada, overseas students constitute more than 40% of all immigrants to Canada each year. Canada offers international students a competitive path to permanent residence and citizenship, allowing them to work while they study, then to obtain a post-graduation work permit to gain Canadian work experience, and then to offer them more than 80 economic class immigration pathways. The Canadian Bureau for International Education, or CBIE, research shows that international students also choose Canada due to the country’s strong quality of education and its reputation as a multicultural and tolerant society. Due to these factors, Canada is an attractive destination for international students, with students coming from 214 countries in 2019.

According to Statistics Canada, each year international students generate a substantial amount of revenue, making a significant contribution to the Canadian economy. In Canada fiscal year 2018-2019, public and private expenditure on education amounted to $85 billion, which was approximately 6.5% of Canada’s GDP, including $8.47 billion, or 6.15% of the total, contributed by international students. The revenue generated by international students has been increasing at a rate of 7% per year. According to Ministry of Immigration and Citizenship of Canada, Canada attracted a total of 433,135 new international students in 2019, and 341,180 new immigrants, which included 190,000 who immigrated through education-related immigration pathways.

Overall, Canada has a comprehensive, world-class education system that attracts international students. Canada is also a welcoming and multi-cultural country that accepts international students and immigrants. And Canada has a stable political system that leads to consistency of regulations and policies. These factors contribute to an increasing demand by international students for the high-quality education at all levels and related education services that Canadian education resources provide.

Our Corporate History

Visionary Education Technology Holdings Group Inc. was founded in 2013 by Ms. Zhou, a vocational educator in Canada. We were incorporated by Ms. Zhou on August 20, 2013, as 123 Natural Food Ontario Ltd., a company limited by shares, under the Ontario Business Corporations Act. Our original goal was to develop and operate an international education platform focused on vocational education based on agricultural technology. However, we did not pursue this goal due to marketing barriers caused by the over specialization of the concept and a limited market.

In 2015, Ms. Zhou redirected our business toward an international education program focused on the OSSD. She launched a new company, China Youth Langton (Canada) Education Technology Ltd., or Langton. Langton, as the majority investor, and unaffiliated third-party investors organized Toronto ESchool Inc., or Toronto ESchool, on March 7, 2016, to provide grades 9 through 12 online OSSD courses. On November 15, 2017, we entered into a share purchase agreement to acquire a 55% equity interest in Toronto ESchool from Langton for a nominal purchase price of $0.8. Ms. Zhou sold her interest in Langton in 2018 to an unaffiliated party. On June 19, 2020, we acquired an additional 15% equity interest in Toronto ESchool from one of its third-party investors for $31,808. As a result of this transaction, we own a 70% equity interest of Toronto ESchool. On June 19, 2020, we transferred our 70% equity interest in Toronto ESchool to our wholly owned subsidiary Farvision Education Group Inc.

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Concurrently with our organization, Ms. Zhou founded a separate company to acquire and develop educational real estate facilities as a complement to the education company. To better explore the international market and to enhance our competitiveness, Ms. Zhou increased her investment in teaching facilities through 123 Real Estate Development Ontario Ltd., or 123 Real Estate, which she organized on August 20, 2013. From 2013 through 2015 123 Real Estate purchased 22.4 acres of vacant land in Peterborough, Ontario, which was originally planned to be developed into an international student housing center. On November 14, 2015, 123 Real Estate purchased a building at 41 Metropolitan Road, Toronto, for use as a headquarters and teaching facility for international education On April 1, 2019, we acquired all the shares of 123 Real Estate from Ms. Zhou for $3,210,000 to enable us to own the office building and the vacant land and develop the land into a facility for international student services. In April 2021, we purchased office buildings at 200 and 260 Town Centre Blvd. to provide additional revenue from leasing and space for expansion of our educational facilities. On May 28, 2021, 123 Real Estate Development Ontario Ltd. changed its name to Visionary Education Real Estate Group Inc. On October 15, 2021, Visionary Education Real Estate Group Inc changed its name to Visionary Education Services and Management Inc.

On February 25, 2019, Visionary Education Services and Management Inc., then known as 123 Real Estate Development Ontario Ltd., entered into a share purchase agreement to acquire 100% of the equity interests in PrideMax Construction Group Inc., or PrideMax Construction, from its original shareholder for a nominal fee of $0.80. Incorporated on July 20, 2010 in Scarborough, Ontario, PrideMax Construction had no active business since its inception. The transaction was completed on April 1, 2019. On May 23, 2020, 123 Real Estate Development Ontario Ltd. transferred its 100% ownership in PrideMax Construction to NeoCanaan Investment Corporation, which was 100% owned by us, for a nominal fee of $0.80. On June 16, 2021, PrideMax Construction changed its name to Farvision Development Group Inc., or Farvision Development.

Between 2017 and 2019, we conducted a survey of the international market for OSSD. Based on the promising market opportunity for OSSD, we gradually built up a network of agents in Southeast Asia, India and South America to recruit students for our OSSD programs. In the meantime, we also developed online teaching dossiers for more than 60 OSSD courses (core courses and a broad range of elective courses). We established collaboration with educational organizations such as Mississauga District School Board and Trent University. The collaboration includes developing OSSD teaching methods and technologies, school management, and student promotion. We concluded that the initial results of this initiative and operation were promising.

However, we were adversely impacted by the COVID-19 pandemic beginning early in 2020. Our tuition and other revenue dropped precipitously. Without exception, the entire education industry in Canada has suffered from the difficulties caused by the pandemic. To survive while still creating opportunity to grow, we made significant changes to our strategic plan and commenced exploring new businesses. In response to the special economic environment in Canada, we optimized our educational assets so our operation could concentrate in the Toronto metropolitan area. We sold most of our land in Peterborough and channeled the income to the acquisition of quality educational organizations and institutional buildings. We have grown through the acquisition of seven educational organizations and two institutional buildings at what we believe are favorably low prices. These acquisitions and the reorganization of our corporate structure are described below.

On May 14, 2020, Farvision Education Group Inc., or Farvision Education, was incorporated under the Canada Business Corporation Act. Farvision Education is our wholly owned subsidiary of Visionary Education Technology Holdings Group Inc.

On July 27, 2020, Farvision Education entered into an investment agreement with 2549601 Ontario Inc., which owns a private high school license registered with Ontario Ministry of Education, to incorporate Maple Toronto Arts & Performance Academy Inc. with a total investment of $159,046 from Farvision Education and 2549601 Ontario Inc. Pursuant to the agreement, Farvision Education subscribed for 80% of the total 200,000 common shares at $0.80 per share, and 2549601 Ontario Inc. subscribed the remaining 20% of its total common shares at the same price. On August 3, 2020, Farvision Education filed articles of amendment to change the name of Maple Toronto Arts & Performance Academy Inc. from Alathena International Academy Richmond Hill to Maple Toronto Art Academy Inc. or Toronto Art Academy. On July 27, 2020, Toronto Art Academy entered into a license transfer agreement with 2549601 Ontario Inc. (operating as Alathena International Academy Richmond Hill), a private high school registered with Ontario Ministry of Education. Pursuant to the agreement, Toronto Art Academy acquired the private high school license for a consideration of $159,040. The transaction was completed on September 1, 2020.

On May 26, 2020, NeoCanaan Investment Corporation, or NeoCanaan Investment, was incorporated under the Canada Business Corporation Act. NeoCanaan Investment is a wholly owned subsidiary of Visionary Education Technology Holdings Group Inc. NeoCanaan Investment provides and manages investment of real properties to be used for educational purposes and other education services through two wholly-owned subsidiaries, Farvision Development Group Inc. and Canada Animation Industry Group Inc.

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On October 8, 2020, Canada Animation Industry Group Inc., or Animation Group, was incorporated under the Canada Business Corporation Act. Animation Group provides investment on facilities for animation education and the animation industry, and an incubator for graduates to set up their own animation companies. Animation Industry Group Inc. is a wholly owned subsidiary of NeoCanaan Investment.

On June 12, 2021, Farvision Education entered into an investment agreement with two individuals who were the original shareholders of 9651837 Canada Inc., operating as “Lowell Academy,” a private high school offering classes for students in grades 9 through 12 and registered with the Ontario Ministry of Education. Pursuant to the agreement, Farvision Education subscribed for 70% of the shares of Lowell Academy for a consideration of $164,829 (C$210,000). The transaction was completed on June 12, 2021.

On March 1, 2021, Farvision Education entered into an investment agreement with two individuals who were the original shareholders of 7621531 Canada Inc., operating as Conbridge Institute of Technology, a private vocational college registered with Ontario Ministry of Colleges and Universities. Pursuant to the agreement, Farvision Education acquired 80% of the equity interest of Conbridge Institute of Technology for a total consideration of $63,616. The transaction was completed on September 1, 2021.

On April 1, 2021, we entered into a share transfer agreement with Mr. Xiaofeng Wang, a related party, to transfer his 100% of the equity interests in Glorious Future Study Abroad Immigration Group Inc., or Glorious Immigration, and PrideMax International Human Resources Services Inc., or PrideMax HR, for a nominal fee of $0.80. Before this share transfer, both Glorious Immigration and PrideMax HR had no active business since their incorporation. The transaction was completed on June 12, 2021. On July 13, 2021, Glorious Future Study Abroad Immigration Group Inc. changed its name to Visionary Study Abroad and Immigration Services Inc. On June 27, 2021, PrideMax HR changed its name to Farvision Human Resource Service Company Inc. Farvision HR acts as a human resource agent and provides career and internship recommendations for international students.

On June 6, 2021, Farvision Education entered into a share transfer agreement with Mr. Xiaofeng Wang, a related party to transfer his 70% of the equity interests in Princeton Career Education Group Inc., or PCE, for a nominal fee of $0.80. The transaction was completed on June 12, 2021.

On June 22, 2021, Ms. Zhou exchanged her 100% of our common shares for 100% of the common shares of 3888 Investment Group Limited (“3888”). Subsequently, Ms. Zhou transferred her ownership of the shares of 3888 in exchange for 83.212% of Northern CC Group, (‘Northern”) which owns 70% of 3888.

On December 15, 2021, 3888 transferred a portion of its Common Shares to each of its shareholders, other than Northern, in exchange for their shares of 3888 and transferred a portion of its common shares to certain shareholders of Northern, thereby reducing its ownership of us to 65% of our issued and outstanding Common Shares. 3888 transferred the Common Shares to give the owners of 3888 and Northern their proportionate interest in the asset of 3888, which was our Common Shares, and make them direct owners of us.

On December 19, 2020, Farvision signed a share purchase agreement to purchase 70% of the issued and outstanding shares of Max the Mutt Animation Inc., which operates Max the Mutt College of Animation, Art and Design, or MTM. MTM was founded in 1997 as a Canadian private career college and is located in Toronto, Ontario. It offers a full-time, four-year college diploma programs in Classical and Computer Animation and Production, Illustration and Storytelling for Sequential Arts, Concept Art for Animation and Video Games. MTM also offers a variety of digital, animation and art workshops and courses outside of the diploma programs as well as an intensive six-week certificate program for students who will be applying to art-based post-secondary programs. Our acquisition of MTM closed on February 28, 2022.

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The details of Visionary Education Technology Holdings Inc. and our subsidiaries are set out below:

Name of Entity	Date of Incorporation/ Acquisition	Place of Incorporation	% of Ownership1		Principal Activities
Visionary Education Technology Holdings Group Inc.	August 20, 2013	Richmond Hill, Ontario		Parent	Holding company and rental business
Visionary Education Services and Management Inc.	August 20, 2013	Richmond Hill, Ontario		100% by the Company	Education services and management
Farvision Development Group Inc.	July 20, 2010	Scarborough, Ontario		100% by NeoCanaan Investment	Construction
Farvision Education Group Inc.	May 14, 2020	Toronto, Ontario		100% by the Company	Education services
Toronto ESchool Ltd.	November 15, 2017	Toronto, Ontario		70% by Farvision Education (the remaining 30% is owned by an individual who is not affiliated with the Company)	Online high school education
Maple Toronto Art Academy Inc.	July 27, 2020	Toronto, Ontario		80% by Farvision Education (the remaining 30% is owned by a company that is not affiliated with the Company)	Arts and high school education
NeoCanaan Investment Corporation	May 26, 2020	Richmond Hill, Ontario		100% by the Company	Education investment
Canada Animation Industry Group Inc.	October 8, 2020	Richmond Hill, Ontario		100% by NeoCanaan Investment	Animation education
Princeton Career Education Group Inc.	June 12, 2021	Toronto, Ontario		70% by Farvision Education (the remaining 30% is owned by an individual who is employed by the Company)	Vocational education
7621531 Canada Inc. (Conbridge College of Business and Technology)	September 1, 2021	Federal		80% by Farvision Education (the remaining 20% is owned by an individual who is not affiliated with the Company)	Private college education
Visionary Study Abroad and Immigration Services Inc.	June 12, 2021	Federal		100% by Visionary Education Services and Management Inc.	Education services
Farvision Human Resource Service Company Inc.	June 12, 2021	North York, Ontario		100% by Visionary Education Services and Management Inc.	Career services
9651837 Canada Inc. (Lowell Academy)	June 12, 2021	Federal		70% by Farvision Education (the remaining 30% is owned by an individual who is not affiliated with the Company)	Private high school education
Max the Mutt Animation Inc. (MTM)	February 28, 2022	Toronto, Ontario		70% by Farvision Education (the remaining 30% is owned by an individual who is not affiliated with the Company)	Private college education

____________________

¹ Minority interests in subsidiaries owned by Farvision Education are held by unaffiliated third parties.

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Our Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus.

 

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Our Solution

We are an education provider located in Canada that offers our high-quality education resources to students around the globe. We aim to provide access to secondary, college undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. We use the technology that we have developed to provide customized teaching methods and to cultivate talented students to meet the challenges that they may face in their careers. We believe that we have assembled a distinguished faculty and experienced management team in North America to provide those resources to enable our students to achieve their career goals. We offer educational programs for secondary school, college, university, and advanced degree students together with services to support them, such as housing and career guidance. As a fully integrated provider of educational programs and services in Canada, we have been serving and will continue to serve both Canadian and international students. Our current businesses are organized into three clusters: Degree-oriented education, vocational education and education services, as described below. The three lines of business are inter-beneficial. We operate Education Services to support our students enrolled in both the degree-oriented and the vocational education programs. Such support includes study visa and immigration visa services, student housing, job placement, and funding.

 

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Our degree-oriented educational programs include the OSSD (grades 9 through 12) program, career-oriented two-year college and four-year university programs, and master’s programs. Through three schools, we offer OSSD programs to both Canadian and international students using online, in-person, and hybrid learning methods that combine pre-recorded lectures, live-streamed lectures and tutorials, and live online and in-person consultation. Our three OSSD schools have signed agreements with public post-secondary institutions so that international students graduated from our OSSD schools can have an option to be directly admitted to the degree programs in these institutions without having to pass English proficiency tests such as the Test of English as a Foreign Language, or TOEFL, or the International English Language Testing System, or IELTS. We offer college programs through Conbridge College of Business and Technology, or Conbridge. Its curriculum is developed, regulated and updated to educate students to be career ready. At the bachelor’s degree level, Conbridge has established a partnership with a public university through “2+2” and “1+3” collaborative education modes, which are described below. At the master’s degree level, we have been collaborating with Niagara University Ontario, or NUO, as the exclusive student recruiting agent in Canada, China, India and certain other southeast Asian countries for four master’s programs in education offered by NUO. Additionally, on February 28, 2022, we acquired control of MTM, which has been operating a “4+1” collaborative education with Duncan of Jordanstone College of Art and Design, or Duncan College. Under that agreement, MTM students can be admitted to Duncan College for a one-year master’s program after they have successfully completed the four-year program at MTM.

Our subsidiary Princeton Career Education Group Inc. has been offering a spectrum of vocational education programs over the last ten years. These programs are largely designed, regularly updated and taught by working professionals. These programs are offered in state-of-the-art teaching facilities, including advanced teaching classrooms, teaching demonstrations, and operation equipment. We believe that our students can effectively acquire sufficient knowledge and skills to make them career ready. Our vocational education programs cover four major disciplines: skilled trade training; enterprise technological training; language training; and second-career training. All three levels of government in Canada value the importance of vocational education and have committed to regular and long-term funding for vocational education. Combined with the investment in staff training made by industry, we believe that vocational education is a steady and growing business in Canada, especially in the province of Ontario.

Foreign students who graduate from our post-secondary programs are eligible to apply for immigration to Canada, which makes our programs attractive to international students. To facilitate international students’ transition into Canada and their successful development, we provide ancillary education services with respect to study and immigration visas, student housing, job placement, and internship and entrepreneurship.

Like many other education organizations, our business has been greatly affected by the COVID-19 pandemic. In order to maintain the quality of our existing education programs and services and to create opportunity to healthily grow during and after the pandemic, we have adapted a strategy for “survive and grow” in response to the adverse impact of COVID-19. During the pandemic, we have followed the governmental guidance to protect our staff and students. We have installed clear signage in all indoor environments and building entrances to remind people to social distance, that masks are mandatory, and that hand sanitizer is available. We have a special task force to address any emergency that may arise if any COVID-19 case is identified within our Company or its facilities. Thus far, no COVID-19 cases have been found among our students or staff. We have reorganized our assets from our pre-pandemic focus on providing student housing to establishing a comprehensive education eco-system. This new strategy emphases the importance of academic partnerships with reputable education organizations and employing technology in education. We now own two campuses (the total building floor area of 65,000 square feet and 100,000 square feet, respectively) with one more in the final stage of acquisition (the total building floor area of 433,000 square feet). The education programs, which have been developed or are being developed, are or will be housed in these campuses, one focused on post-secondary programs, one on vocational education, and one on OSSD and animation education (one of our expected college/university programs). We believe that the facilities that we own make us unique and attractive to public colleges and universities seeking opportunities for collaborative education.

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Degree-Oriented Education

We offer four levels of degree-oriented education programs, namely OSSD, college, university bachelor’s degree, and master’s degree. Currently, these programs are either offered by our own schools or in partnership with public institutions. The following sections provide the details of these operations.

Ontario Secondary School Diploma

The OSSD is a diploma granted to secondary school graduates in the Canadian province of Ontario. It is part of the publicly funded, province-wide school system. It is awarded to all students who complete the Ontario education curriculum, including students in Special Education, the Talented Offerings for Programs in the Sciences, or TOPS, program, the Mathematics, Science, and Computer Science, or MaCS, program, the International Baccalaureate, or IB, program, and other focused secondary school programs. OSSD education emphasizes critical, independent thinking and problem-solving skills and is recognized as a valid high school diploma by colleges and universities in Canada as well as many other countries. We believe that an OSSD lays the foundation for future learning and growth in the workplace, vocational training, college or university.

Ontario secondary high school normally runs from grade 9 to grade 12. To earn a high school diploma in Ontario, students must earn 18 compulsory credits and 12 optional credits, pass the literacy requirement, and complete a minimum of 40 hours of community involvement activities.

High school students can earn an OSSD through publicly funded schools, private schools, or homeschooling. There are four publicly funded school systems in Ontario, consisting of English Public, English Catholic, French-language Public, and French-language Catholic. All publicly funded schools are managed by district school boards. Private schools do not receive government funding, and usually students must pay, fully or partially, to attend them. These schools may focus on religion, culture, language, or specific approaches to teaching. The Ministry of Education maintains an up-to-date list of private schools in Ontario. As an alternative, students can also receive education via homeschooling.

We operate three OSSD schools through our subsidiaries: Lowell Academy, Toronto Art School, and Toronto ESchool:

· Lowell Academy (online and in-person teaching)

Lowell Academy—9651837 Inc., which does business as Lowell Academy, offers high school credit courses and university preparatory courses for grades 9 to 12 in person at its facility in Toronto and online. Lowell Academy has signed agreements with Trent University and Algoma University that allow Lowell Academy graduates who have achieved a grade of more than 80% in Grade 12 English to be directly admitted to the degree programs in these two universities. Lowell Academy was founded in March 2016. We acquired a 70% equity interest in Lowell Academy in June 2021.

Supported by 12 certified teachers, Lowell Academy operates six terms per academic year so that international students have more flexibility in scheduling their studies. In each of the six terms, students concentrate on two courses. We believe that this is helpful for international students to overcome language difficulties. In comparison, all public and most private OSSD schools operate two semesters per academic year.

Based on the need and competence of the individual student, Lowell Academy offers personalized programs to best serve students. To ensure the quality of education, all courses are taught in small classes by Ontario Certified Teachers, or OCT’s. Additionally, students have access to one-to-one consultation from bilingual consultants. The teaching facilities consist of modern teaching equipment, computers, and science labs.

To enrich students’ learning experience and to enhance their connection with Canadian society, Lowell Academy also organizes special learning camps, one in the summer and one in the winter. Through these learning camps, the participating students have a chance to explore the world and extend their study beyond their comfort zone.

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Tuition at Lowell Academy and the marketing costs that we pay our agents to recruit students are:

·	Full enrollment:	$14,400 for 8 credits
·	Individual course credit:	$680 per credit
·	Individual counseling:	$32 per hour
·	Winter and summer camps:	$2,400 for a 15-day program
·	Marketing costs:	30% to 50% for full enrollment 20% for individual course credit

Lowell Academy has established a comprehensive student management system through which the students, parents/guardians, and school can have effective communication. Whenever there is a problem with an individual student, all parties involved can work together for the best solutions. This ensures that all students can properly make progress with their learning plan. For students with learning difficulties, Lowell Academy offers extra time and opportunities so that they can catch up.

We believe that Lowell Academy has built a reputation for high quality education through its students’ success. All graduated students have been admitted to colleges and universities.

· Toronto ESchool (online teaching only)

Toronto ESchool Ltd., or Toronto ESchool, is an internet-based high school that provides grade 9 to 12 OSSD online courses to domestic students and to international students. It also provides special English and on-site tutorials for OSSD courses. Toronto ESchool has signed an agreement with Trent University in Peterborough, Ontario, Canada, which allows Toronto ESchool graduates to be directly admitted to the degree programs at that university. Toronto ESchool was founded in 2016. We acquired a 55% interest in Toronto ESchool from an affiliate in November 2017 and an additional 15% interest in June 2020.

We believe that Toronto ESchool, situated in Toronto, is a premier online high school that represents a leading education model in Canada. The school is fully inspected and approved to grant the OSSD diploma by the Ministry of Education (BSID# 886520). Toronto ESchool was founded by Demosthenes Aliferis, a renowned educator in Ontario. It is a pioneer and leader in the early stage of online education in Canada. The Toronto ESchool facilities are located in a Company-owned building at the intersection of 401 Expressway and Wharton Avenue in Toronto, one of the ten largest cities in North America and the largest city in Canada. The facilities comprise approximately 1,000 square feet of office space, which is used for administration, student recruiting, partner meetings, and on-site tutorials. Parking spaces for 300 vehicles adjoin the building.

According to the syllabus formulated by the Ontario Department of Education, Toronto ESchool has mapped out a unified curriculum based on its own research and development and has taken a customized education approach to meet students’ needs with the help of a team of OCT teachers. Through international education cooperation, Toronto ESchool has signed more than 20 OSSD authorized partners around the world to promote its global online education model in North America. Going beyond the traditional brick-and-mortar model, Toronto ESchool enables students to register and start learning anywhere at any time with flexible course schedules and self-paced learning processes. Students from around the world can directly register as Canadian high school students without going abroad, enjoy a high school education in North America, and apply to universities globally with an OSSD diploma.

Toronto ESchool has developed its global reach and presence over the years. Since it commenced operation in 2013, Toronto ESchool has granted more than 7,000 course credits and graduated more than 2,500 registered students, including local high school students in Canada, as well as students from more than 30 countries, including the United States, South Korea, Japan, India, Pakistan, Bangladesh, Singapore, the Philippines, Malaysia, Mexico, Ukraine, Russia, Morocco, Panama, Iran, and Bahrain. Through working closely with more than 100 global agents who recruit students, we have successfully helped thousands of students enter universities worldwide, including Canada, the United States, the United Kingdom, Australia, New Zealand, Japan, Singapore, and Hong Kong.

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Tuition at Toronto ESchool and the marketing costs that we pay our agents to recruit students are:

·	Individual course credit:	Canadian students: $480 per credit. International students with a Canadian study visa: $680 per credit. International students without a study visa: $960 per credit
·	Marketing costs:	17% for Canadian students 30% for international students with a Canadian study visa 40% for international students without a study visa

Toronto ESchool has also entered into agreements with the eight public universities and colleges in the Province of Ontario listed below under which qualified Toronto ESchool graduates can be directly admitted without taking the TOEFL or IELTS examinations.

·Wilfrid Laurier University, Waterloo, Ontario	·Georgia College, Barrie, Ontario
·Trent University, Oshawa, Ontario	·Fleming College, Peterborough, Ontario
·Algoma University, Sault Ste. Marie, Ontario	·Centennial College, Scarborough, Ontario
·Laurentian University, Sudbury, Ontario	·Fanshawe College, London, Ontario

Toronto ESchool students who earn an OSSD can apply to colleges or universities in Canada and globally as an Ontario high school graduate. Toronto ESchool has a dedicated professional team to provide hands-on assistance to our students with a view to ensure a high enrollment rate into colleges and universities. A majority of the graduates are admitted by universities in Canada, such as the following:

·University of Toronto, Toronto, Ontario	·McMaster University, Hamilton, Ontario
·University of Waterloo, Waterloo, Ontario	·York University, Toronto, Ontario
·University of Western Ontario, London, Ontario	·Ryerson University, Toronto Ontario
·Queen’s University, Kingston Ontario	·Windsor University, Windsor, Ontario
·University of Ottawa, Ottawa, Ontario

· Toronto Art Academy (online and in-person teaching)

Maple Toronto Art Academy Inc., or Art Academy, is a private school approved by the Ontario government (BSID#668739). It was founded in 2012 as Alathena International Academy Richmond Hill. We acquired an 80% equity interest in Toronto Art Academy in 2020.

We believe that with experienced OCT’s and advanced teaching facilities, Toronto Art Academy has become known as one of the top new educational institutions in Toronto. It provides grades 9 to 12 OSSD art programs, short-term art training programs, and summer and winter art camps to domestic and international students. As a specialized high school, Toronto Art Academy has established a four-year, art-focused high school curriculum. In addition to Ontario credit courses, it emphasizes a core art education. It offers the following four courses of instruction:

· art university preparatory courses,

· OSSD high school diploma,

· specialized art sub-curriculum and university portfolio courses, and

· customized learning internship programs.

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These programs enable its graduates to obtain admission into a variety of art programs in universities in Canada. Toronto Art Academy has signed an agreement with the Canadian Film and Television Institute, under which Toronto Art Academy graduates can be directly admitted to the institute.

By offering the following specialized courses, the Toronto Art Academy features the following advantages that are attractive to students with art talent:

· Art-focused online OSSD with flexible enrollment, which permits a student to enter its program at grade 9, 10 or 11.

· Specialized art courses, including:

o Media Arts: The media art class focuses on cultivating students’ creativity, artistry, technical skills, and theoretical knowledge. Students produce media art to convey ideas, feelings and beliefs to specific audiences.

o Visual Arts: The visual arts classes in grades 9 and 10 focus on the appreciation of studio art works, aiming to cultivate students’ visual literacy, transform “sight” into “visual” perception, and explore the expressive power of art and personal opinions of the work and the elements and principles of the design.

o Music: This course provides students with the opportunity to improve their musical literacy through creation, appreciation, analysis and performance of music (including traditional, commercial and artistic music).

o Drama: Drama learning provides students with opportunities for role-playing and creating and entering the world of imagination. They learn in a unique way to re-recognize themselves, the art of drama, and the world around them.

· University portfolio courses: our 38 part-time instructors, who are located at our facilities, are experienced professionals who can help students plan their careers at early stages through:

o Consultation: preliminary consultation and professional evaluation.

o Training Plan: develop a personal portfolio training plan.

o Portfolio Creation: guidance for students in the creation of their portfolios.

o Improvement: portfolio improvement and post-optimization.

o Interview Coach: students practice with mock interviews.

o Offer Reference Letter: instructors will offer a reference letter to all students.

Tuition for Toronto Art School and the marketing costs that we pay our agents to recruit student are:

·	Full enrollment:	$12,000 per year (8 credits)
·	Individual course credit:	$624 per credit for Canadian students
		$980 per credit for international students
·	Marketing costs:	20% to 40%

Toronto High School

On November 1, 2020, Farvision Education entered into an acquisition agreement with one individual who was the original shareholder of Toronto High School Inc. (“Toronto High School”), a private high school registered with Ontario Ministry of Education. Pursuant to the agreement, Farvision Education shall acquire 80% of the equity interest of Toronto High School for a total consideration of $188,376 (C$240,000). Farvision Education paid an acquisition deposit of $125,584 (C$160,000) upon signing the agreement. The acquisition is expected to be completed by June 30, 2022. In the event that this acquisition is not closed, the $125,584 (C$160,000) deposit is fully refundable.

The market and competition

OSSD is a high school diploma recognized by colleges and universities in most countries and territories. The total number of students enrolled in postsecondary institutions in Canada increases each year, especially in the case of international students. According to Statistics Canada and Immigration and Citizenship Canada, Ontario has had the largest number of international students in Canada over the last ten years, which is largely the result of the increase in OSSD international students.

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There are 76 public school boards in Ontario, including 38 public secular boards (34 English boards and 4 French boards (ACÉPO)), 38 public separate boards (29 English Catholic boards, eight French Catholic boards and one English Protestant board), and seven public school authorities that operate in children’s treatment centers. There are 1,503 private schools in Ontario in the 2021-2022 school year. The public high schools in the Markham area, where we are located, include Markville High School, Unionville High School, Bur Oak Secondary School, Pierre Elliott Trudeau High School, and Bill Crothers Secondary School. Private high schools in the Markham area include Peoples Christian Academy, J Addison School, Holy Trinity School, TMS School, and La Citadelle International Academy of Arts and Science. These competitors have long history, relatively large campus and excellent teaching facilities.

Our Plan to grow

Based on our existing programs that are with flexible scheduling and supported by advanced teaching facilities and methods, we expect to enhance our OSSD programs as follows:

· Engage in partnerships with more public colleges and universities. Under the leadership of our Board of Directors, we have been working with universities on agreements that will allow our qualified graduates to be directly admitted to their degree programs without English proficiency tests.

· Establish a comprehensive student management system based on Artificial Intelligence, or AI. This system will be able to trace the learning journey of individual students and produce personalized tutorials to optimize their learning productivity.

· Build a virtual teaching lab based on Virtual Reality, or VR, which we believe can greatly enhance our students’ learning experience. The VR lab will visualize complicated methods and processes in subjects such as math, physics, chemistry, and biology, making it easier for students to comprehend.

· Develop OSSD Massive Open Online Courses, or MOOC, which will be aimed to provide enriched learning components for our students. We have already built a MOOC platform that is currently used for animation education.

· Further develop a marketing network in targeted countries, including China, India, Brazil, and southeast Asia.

Regulatory Matters

In Ontario, private schools operate as for-profit businesses or non-profit organizations, and as a result, the scheduling of the academic year, tuition, student recruiting, and school administration are not subject to control by the Ministry of Education. However, the curriculum must comply with the OSSD curriculum prescribed by the Ministry of Education. Private schools do not receive any funding or other financial support from the Ontario Provincial government. The Ministry does not regulate, license, accredit or oversee the day-to-day operation of private schools.

Despite this flexibility, any person, business, or non-profit entity wishing to operate a private school in Ontario must do so in accordance with the legal requirements of the Education Act, as amended by the Education Amendment Act, or more commonly known as Bill 82, and with the policies and procedures detailed in “Private Schools Policy and Procedures Manual” issued by Ministry of Education.

Over the past two school years, the COVID-19 pandemic has had a significant impact on the delivery of education in Ontario. Under a new Ministry of Education policy, starting with the grade 9 cohort for the 2020-21 school year, students will be required to earn two credits online as part of the graduation requirements of the OSSD. Online courses will be a mandatory graduation requirement.

College and University

We operate two colleges, Conbridge College of Business and Technology and Dorset College-Toronto Campus, that offer college diploma programs, short-term training courses, vocational training programs, and collaborative education in partnership with public colleges and universities (1+3 and 2+2 programs) for bachelor’s degrees. We also have an agreement to acquire MTM, which offers the same types of programs.

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Conbridge College of Business and Technology

Conbridge College of Business and Technology, or Conbridge College, is a private vocational institute registered in Ontario under the Private Career College Act of 2005. It offers a wide variety of short-term, specialized programs, professional examination preparation, and professional development training courses and is qualified to confer college degrees. Conbridge College focuses on providing educational resources with a goal of ensuring the success of its graduates by equipping them with the knowledge and skills needed by potential employers. Its faculty members are experienced working professionals who have academic credentials that correlate with their areas of expertise.

The predecessor to Conbridge College was founded in 2005 as Toronto Engineering Training Centre, whose mission was to offer short-term courses and pre-examination sessions to facilitate the integration of new immigrants into the Canadian workforce. Its current training programs cover such areas as civil engineering, mechanical engineering, environmental engineering, and electrical engineering. The courses are designed to meet the immediate needs of newcomers to Canada. Since 2016, Conbridge College has prepared more than 300 students for entry into Canada’s labor force as trained engineers and professional technicians. Its strategic plan is to develop and register more college diploma programs and to seek partnerships with public colleges and universities.

Currently Conbridge College offers two vocational programs that are registered with the Ontario Ministry of Colleges and Universities:

· Quality Control and Assurance

· Computerized Accounting

Another three vocational programs have been registered and are pending approval:

· Business Administration

· Game Design

· Global Business Management

Our subsidiary Farvision acquired an 80% equity interest in Conbridge College on September 1, 2021. Under the new ownership, Conbridge College has made the following advancements:

· Establishing an Academic Advisory Board and Quality Assurance Program. Farvision recognizes the importance of creating, developing, and implementing quality assurance processes to ensure academic and service excellence. The approach extends beyond compliance with external and government regulations, standards, and practices. In addition to the quality assurances in place at its various educational units, Farvision has established an Academic Advisory Board chaired by Dr. Harley d’Entremont, our Chief Academic Officer.

· Developing a public college-private college partnership, or PPP, program with College Boreal, or Boreal. A PPP program is a contractual arrangement between a public college of applied arts and technology in Ontario and a third party for the delivery, by the third party, of college programs leading to an Ontario College Credential. Third party means an independent legal entity other than a college of applied arts and technology, publicly assisted university or Indigenous Institute prescribed under the Indigenous Institutes Act, 2017. In short, this is a partnership between a public college and a private college. We are in negotiations with Boreal to enter into an agreement for a PPP program in which Conbridge College will provide educational courses and facilities to Boreal’s students.

· Developing 2+2 programs in partnership with the University of Canada West, or UCW, Trent University, and Lakehead University. Under this program, students who successfully complete their two-year course of study at Conbridge College can be admitted to a partner university to complete a bachelor’s degree.

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Student Services

In terms of student services, the Binding Policy Directive from the Minister of Education requires that “students enrolled in programs offered through PPP’s are entitled to all the rights and privileges afforded to other students of the college” and that “colleges will be held accountable for ensuring access to an appropriate range of student supports, either on the partnership campus, in the community, or through the college’s main campus.” Conbridge College has submitted a proposal to Holland College on Prince Edward Island for a PPP that would provide that students enrolled in the PPP program would have an appropriate range of services provided to them by Holland College. These services would include, student housing, and career development. As is the case with smaller campuses of public colleges, this range of services may not be as broad as the range of student services offered on the main campus, but will cover the essential services required, and may expand over time as enrollment grows.

Advantages of Conbridge College

Conbridge College had a history of successful operations prior to the COVID-19 pandemic, and we believe that it is now positioned for healthy growth supported by the following advantages:

· Financial Stability. We believe that we have the financial viability to offer potential students a stable educational environment. We have cash flow from our short-term training courses, ownership of a dedicated educational facility with up to 100,000 square feet usable space for educational purposes in the heart of Markham, a high-tech center, a network to recruit international and domestic students to meet the demand of enrollment trends, and plans for future commercial real estate development with the potential to triple our capacity for student enrollment.

· Quality Assurance. We are committed to ensuring quality assurance. As an example of the application of quality assurance procedures for its operations, Conbridge College has developed and implemented several procedures and methods to implement quality assurance for all programs delivered, including data collection, analysis, and improvement measures. The following practices are conducted currently on a regular basis. Faculty meetings are held at the end of each semester to review the courses offered and textbooks selected for the program. The information and insights gathered at these meetings is then used to enhance teaching effectiveness and improve the quality of the programs. A program assessment meeting is held at the end of each academic year. The program advisory committee conducts assessments of the operations of the program and recommends possible revisions to maintain the relevance of the program. Research is conducted constantly to ensure that Conbridge College is aware of key trends in terms of academic training requirements in each field of study as well as any change of demand in the field. Moreover, we monitor similar programs in other institutions annually to ensure that our programs are comparable and competitive. In addition, a survey of employers’ needs is conducted annually to ensure the program is providing students with useful knowledge and the practical skills required by the employers. Surveys of the graduates of the program are also conducted annually to get their feedback, their perception on the usefulness of the program, how it has prepared them for their current employment, and what they found to be most pertinent for their employment. Moreover, graduates are asked to provide suggestions on ways that the program could be improved.

Conbridge College’s tuition and the marketing costs that we pay our agents to recruit students are set forth below:

Two-year college diploma programs open only to international students:	$20,000 per year
Marketing cost:	20% to 50% of tuition paid
One-year college certificate programs open principally to Canadian students:	$6,750 per year
Marketing cost:	20% to 30% of tuition paid
Short-term training courses:	$675 per course
Marketing cost:	10%

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Dorset College – Toronto Campus

Dorset College, or Dorset, was established in Vancouver, British Columbia, as a private college in 1981 under the authority of Advanced Education and Skill Training, Province of British Columbia. On October 8, 2021, we signed a strategic partnership agreement with Dorset to establish a subsidiary college in Toronto. We will have a 90% ownership interest in the Dorset-Toronto Campus. Under the strategic partnership agreement, we will be responsible for investment in teaching facilities and operating the programs, and Dorset will be responsible for academic administration. Dorset-Toronto Campus will offer the same academic programs as Dorset College in Vancouver.

Dorset-Toronto Campus will offer all the academic programs of Dorset, as follows

Programs

Dorset currently operates the following academic programs:

· Two-year college diploma programs: Tourist and Hospitality Management; Business Administration; Science.

· One and one-half-year college diploma program: Management.

· One-year certificate: Business Culture Studies; Business Studies.

· Preparation programs: Preparation for Graduate School Applicants (eight months); Academic Preparation (one year).

University Partnership

Dorset has signed agreements with the following Canadian public universities to facilitate Dorset students’ completion of bachelor’s degree programs:

· 1+3 collaborative education agreement with Dalhousie University in Halifax, Nova Scotia, in which students study for one year at Dorset and three years at Dalhousie University, a public university.

· 2+2 collaborative education agreements with University of Saskatchewan, in Saskatoon, Saskatchewan, University of Northern British Columbia, in Prince George, British Columbia, British Columbia Institute of Technology, in Vancouver, British Columbia, and Cape Breton University, in Sydney, Nova Scotia, in which students study for two years at Dorset and two years at the public university.

Planned Programs and Acquisitions

PPP Program with College Boreal

PPP is a contractual arrangement between a public college of applied arts and technology in Ontario and a third party for the delivery by the third party of college programs leading to an Ontario College Credential. The third party must be an independent legal entity other than a college of applied arts and technology, publicly assisted university or Indigenous Institute prescribed under the Indigenous Institutes Act, 2017. In short, this is a partnership between a public college and a private college. The students enrolled in such programs are students of the public college, and public colleges are responsible for ensuring that partnership locations operate with the same student protections and standards of services, accountability, and quality assurance as the colleges’ home campuses.

International students with a credential from an Ontario public college may apply for a work permit for up to three years under the federal Post-Graduation Work Permit, or PGWP, Program, issued by Immigration, Refugees, and Citizenship Canada. International students enrolled in programs offered through PPP’s are entitled to the same rights and privileges as domestic students; they are also entitled to access to the appropriate range of student supports, either on the partnership campus, in the community, or through the college’s main campus. This includes housing.

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There are approximately 470 registered private career colleges in Ontario, with 650 campuses, and fewer than ten private colleges are qualified for PPP programs. Because it is easier for qualified private colleges to recruit students as compared with the other 470 registered private career colleges in Ontario that are not qualified, each qualified private college has a large number of students enrolled in its PPP program. To take advantage of this opportunity, Farvision has signed a memorandum of understanding, or MOU, with College Boreal to collaborate on a PPP program. If Farvision enters into a binding PPP with Boreal, Conbridge College is expected to provide educational programs and facilities for up to 1,500 Boreal students per year. There can be no assurance that Farvision will be able to successfully complete a PPP agreement with Boreal.

Industry competitors

The following private colleges have entered into PPP agreements with public colleges in the Greater Toronto Area:

· Lambton College-Toronto Campus

· Sault College - Toronto Campus

· Niagara College Toronto Campus

· Northern College at Pures Toronto

· St Clair College Toronto Campus

· Mohawk College Mississauga Campus

· Canadore College in Toronto

· Loyalist College in Toronto

· Cambrian College at Hanson in Toronto

These are all public colleges that have PPP programs with other private colleges. In comparison with these colleges and their partnerships, we have the following advantages:

· Facilities: we currently own three buildings at two campuses, providing a total of 180,000 square feet of teaching space. We are in the process of acquiring two additional buildings comprising 433,000 square feet that will constitute our third campus.

· Academic program: under the leadership of our Board of Directors, the academic programs are frequently updated and expanded for the best quality and to reflect the demand of the market.

· Marketing: we have a global network of agents to recruit international students. This enhances the promotion of our programs and student recruiting.

Marketing

To promote multi-level, innovative partnerships and develop education on a global scale, Farvision is actively extending its outreach to recruit students from China, India, Vietnam, Southeast Asia, South Korea, Japan, Latin America, and other regions. Our mandate is to create a first-class learning environment and to develop opportunities for international students to allow them to study in Canada and pursue their educational, personal and career goals.

Farvision, through its colleges and schools, has developed partnerships with Canadian universities, public colleges and school boards in Ontario, Nova Scotia, Saskatchewan, and British Columbia. Farvision’s staff visits the key overseas markets and participates in education fairs in China and Hong Kong regularly.

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Max the Mutt College of Animation, Art & Design

Max the Mutt College of Animation, Art & Design, or MTM, formerly known as Max the Mutt Animation School, and Studio M, was founded in 1997 as a Private Career College under the Private Career Colleges Act, 1990 with the Ontario Ministry of Advanced Education and Skills Development (Registration number 101408). MTM is located in Toronto, Canada. On February 28, 2022, we acquired control of MTM.

Programs

MTM offers three four-year college diploma programs, Animation, Concept Art, and Illustration & Storytelling for Sequential Arts. The curriculum is largely designed, regularly reviewed, and updated by working professionals. Most faculty are working professionals who teach part-time. MTM also regularly offers short-term workshops and training courses.

Over the last 25 years, MTM has produced approximately 4,000 graduates who have entered the animation industry. Many of these graduates have joined animation studios such as Pixar, Walt Disney Animation Studios, and DreamWorks, or created their own studios. MTM currently has about 150 students. We believe that the market demand for graduates of animation programs has been rapidly expanding in recent years.

MTM’s tuition structure

-	Animation Diploma,	$9,480/year for year 1, 2 and 3 (local students)
		$10,280 /year for year 4 (local students)
		$11,200 /year for year 1, 2, 3 and 4 (international students)

- Concept Art Diploma, Illustration & Storytelling for Sequential Arts Diploma

$9,480 /year for year 1, 2, 3 and 4 (local students)

$11,200 /year for year 1, 2, 3 and 4 (international students)

- Short-term training

o	Portfolio development:	Learn to draw $700 /7 hours
		Single Session Life $36 /hour

o	Workshop	Introduction to traditional animation $320 /7 hours
		Illustration Basics of Clip Studio Paint $260 /3 hours
		Creating a Webcomic Series $320 /7 hours

o	Professional Development
		Introduction to Autodesk Maya $680 /7 hours
		Digital Painting for Professional Development $60 /hour

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Development

MTM entered into an agreement in 2018 with Duncan of Jordanstone College of Art and Design, or Duncan College, located in Dundee, Scotland, for collaborative education. MTM students can be admitted to Duncan College for a one-year master’s program after they have successfully completed the four-year program at MTM. This is known as a “4+1 program.” MTM is also developing a “2+2 program” with two Canadian public universities (Trent University and Brock University) in disciplines related to animation and art education. Under a 2+2 program, MTM students will be able to directly transfer to a public university for the remaining two years of study for bachelor’s degree after they have completed the first two years of study at MTM.

MTM is also preparing to file an application to convert all of its three college diploma programs to university bachelor’s degree programs with Ontario Ministry of Colleges and Universities. We expect MTM to obtain this approval by the end of 2022. These bachelor’s degree programs are expected to be housed in one of our three campuses, located at 200 and 260 Town Center Blvd., Markham, Ontario. We are the sole owner of these two buildings that have a total floor area of 100,000 square feet.

We believe that MTM programs have developed an exceptional reputation both nationally and internationally, which we believe will enhance MTM’s opportunity to attract highly talented students from all over the globe.

Marketing

We believe that the acquisition of MTM will generate a great opportunity to further develop MTM’s degree programs and relationships with other universities. Farvision has a global network of marketing agents that will connect MTM with potential talented art students. While maintaining MTM’s Canadian market share, Farvision plans to progressively promote MTM’s existing programs to attract international students. Targeted markets include China, India, South American countries, and southeast Asian countries. With expanded academic programs and enhanced teaching facilities, we plan to increase the enrollment to 2,000 students.

Post-Secondary Education Services in Canada

Canada ranks as the fourth most popular destination for international students after the United States, United Kingdom, and China. According to Statistics Canada, in the school year 2018-2019, revenue of universities and degree-granting colleges reached more than $31.8 billion by 2020. (see table below for details). We believe significant potential for growth exists in the post-secondary education service industry in Canada.

Revenues of universities and degree-granting colleges ($ Millions)

	2018	2019	2020
Canada	31,425	33,035	31,939
Ontario	19,944	21,137	21,082

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Master’s Degree Programs

We presently offer educational opportunities at the master’s degree level through a collaboration agreement that Farvision signed with Niagara University Ontario, or NUO, on July 14, 2021. Under that agreement, Farvision is the exclusive student recruiting agent for NUO in Canada, India, and certain countries in southeast Asia. MTM also offers opportunities for a master’s degree through an agreement with Duncan of Jordanstone College of Art and Design, Dundee University. These programs are described in further detail below.

Niagara University Ontario

Niagara University Ontario was established on January 18, 2019 as the Toronto campus of Niagara University in Lewiston, New York, which was founded in 1856. NUO’s campus is located in the Expo City commercial and residential complex of the Vaughan Metropolitan Centre, Ontario. The campus covers 12,000 square feet, with classrooms, faculty offices, and student lounge and other facilities.

Currently, NUO offers four master’s degree programs that are registered with Ontario Ministry of Colleges and Universities:

· Master of Science in Education.

· Master of Business Administration.

· Master of Science in Finance

· Master of Science in Information Security and Digital Forensics.

Advantages of Niagara University Ontario Programs

We believe that the master programs offered by NUO have the following advantages:

· Admission criteria: the English language proficiency requirement for admission is relatively low in comparison with other similar programs. In order to assist students to be better prepared for the challenges that they need to succeed at the master’s degree level, Farvision provides pre-masters courses and language training.

· Relatively low tuition for the Greater Toronto Area: The total tuition fee for the NUO MBA program is approximately $38,000, and the other master’s programs are approximately $96,000.

· Qualified for immigration and working permit: after graduating with a master’s degree from NUO, students can apply for a three-year working permit, and after one year of work, one can apply for immigration to Canada.

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Competition

Major competitors for NUO’s MBA program is set forth below:

MBA colleges in Canada	Tuition (domestic)	Tuition (international)	GMAT Score	Location
The University of Toronto – Rotman School of Management	81,915	101,734	670	Toronto
York University – Schulich School of Business	57,613	85,010	660	Toronto
Western University – Ivey Business School	66,203	68,191	660	London
Queen’s Smith School of Business	62,823	79,125	650	Kingston
Sobey School of Business	22,664	34,195	590+	Halifax
Brock University – Goodman School of Business	20,650	24,650	550+	St. Catharine’s
Carleton University – Sprott School of Business	26,592	43,738	550+	Ottawa
McMaster University – DeGroote School of Business	60,437	65,209	590	Burlington
Ryerson University – Ted Rogers School of Management	17,778	30,807	NA	Toronto
Simon Fraser University – Beedie School of Business	33,797	44,394	620	Vancouver
University Canada West (UCW)	27,913	27,913	NA	Vancouver
The University of Windsor – Odette School of Business	15,341	38,121	600	Windsor
University of Ottawa – Telfer School of Management	41,590	50,895	550+	Ottawa
Wilfrid Laurier University	25,162	36,751	550+	Toronto/Waterloo

Major competitors for the other master’s degree programs is summarized below.

University	Program	Tuition (Domestic) ($)	Tuition (International) ($)
McMaster University	MBA with concentration in finance	34,990	34,990
Ryerson University	MA in International Economics and Finance	53,280	53,280
University of Alberta	MBA with specialization in finance	58,608	58,608
University of Saskatchewan	Masters of Finance	7,952	11,928
Saint Mary’s University