WASHINGTON, D.C. 20549

 

 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE

 

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 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

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 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

For the transition period from _______________ to _______________

 

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 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

Date of event requiring this shell company report _______________

 

 

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Note — Checking the above box does not relieve any registrant of any obligation to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

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Check whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, or emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, check 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 13(a) of the Exchange Act†.

† “New or revised financial accounting standards” means any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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Not Applicable.

 

This annual report contains statements that constitute “forward-looking statements.” Any statement that is not a statement of historical fact may be deemed a forward-looking statement. These statements appear in various sections of this annual report and, in some cases, can be identified by words such as “anticipate,” “estimate,” “project,” “expect,” “intend,” “believe,” “plan,” “may,” “will,” or their negatives or other similar terms, although not all forward-looking statements contain these identifying words. Forward-looking statements in this annual report may include, but are not limited to, statements and/or information related to: strategy, future operations, expected capacity, expected sales or rental income, expected costs, expectations regarding the demand for and acceptance of our products, availability of material components, trends in the markets in which we operate, and the plans and objectives of management.

We believe that our forward-looking statements are based on reasonable assumptions, estimates, analyses, and judgments, which are made after considering our experience, knowledge of trends, current conditions and expected developments, and other factors that we believe are relevant and reasonable as of the date the statements are made. However, these assumptions, estimates, analyses, and judgments may prove to be incorrect. Although management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, we may make errors in judgment in preparing such forward-looking statements. The assumptions made include, but are not limited to: our expected capacity; labor costs and material costs; no material changes in the current regulatory environment; and our ability to obtain financing on reasonable terms when needed. Readers are cautioned that the foregoing list of factors and assumptions used is not exhaustive.

Forward-looking statements (including those in Item 3.D “Risk Factors”), particularly without limiting the generality of the foregoing disclosure, those contained in Item 4.B “Business Overview,” Item 5 “Operating and Financial Review and Prospects,” and Item 11 “Quantitative and Qualitative Disclosures about Market Risk,” as well as other parts of this annual report, are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied in such forward-looking statements.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. Forward-looking statements may prove to be inaccurate because actual results and future events may differ materially from those expected in such forward-looking statements, or we may make errors in judgment in preparing forward-looking statements. Therefore, readers should not place undue reliance on forward-looking statements. We wish to inform you that these cautionary statements expressly qualify all forward-looking statements attributable to our company or persons acting on our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such statements, except as required by law. You should carefully read the cautionary statements and risk factors contained in this annual report, as well as other documents we may file with securities regulatory authorities from time to time.

Unless the context otherwise requires, references in this annual report to “we,” “our,” “the company,” “our business,” and “GV” refer to Visionary Holdings Inc. and its consolidated subsidiaries.

CAD” or “C$” refers to the Canadian dollar, all “U.S. Dollar,” “USD,” “dollar” or “$” references when used in this annual report refer to United States dollar.

Not Applicable.

Not Applicable.

[Reserved]

Not applicable.

Not applicable.

Investing in our common stock involves significant risks. Before deciding to purchase common stock, you should carefully consider the following risks, as well as other information contained in this annual report, including the historical financial statements and related notes contained in other sections. Any of these risks and uncertainties could have a material adverse effect on our business, prospects, financial condition, and operating results, could cause actual results to differ materially from any forward-looking statements we express, and could lead to a significant decline in the value of our common stock. See “Special Note Regarding Forward-Looking Statements.”

We may not be able to successfully prevent the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be all of the risks and uncertainties we face. There may be additional risks and uncertainties that we are currently unaware of or consider immaterial but that may become material in the future and have a material adverse effect on us. As a result of any of these risks and uncertainties, you may lose all or a significant portion of your investment.

After the pandemic and multiple shocks, Canada's economic growth has slowed down. Due to Canada's structural adjustments and policy uncertainties, especially the tightening of international education policies, which restricts private schools from enrolling international students, our education program revenues have been greatly affected. Our main source of overseas student enrollment has suffered significant damage. Families that originally planned to send their children to study abroad can no longer do so due to changes in Canadian education policies, resulting in no growth in the number of overseas students and revenues. Tuition income for the fiscal year ended March 31, 2025 decreased compared with the previous fiscal year. Real estate income for the fiscal year ended March 31, 2025 decreased by 50% compared with last year, and overall revenue in 2025 decreased by 50%. Due to changes in education policies and the limited operating history of the education services we provide, it is difficult to predict the prospects of our education programs and our business and financial performance. At the same time, due to the increase in bank interest rates, Canada's real estate industry is in a downward state, posing significant challenges to our real estate projects. Although we have been engaged in the real estate business since 2013 and our management has previous experience, the real estate business has been greatly affected by the general trend, resulting in a significant decline compared with last year. Our original planned main business, the education program, is no longer a sufficient basis for evaluating our prospects and operating performance (including net income, cash flow, profitability, or prospects), and there is a significant difference between our operating and financial performance and our expectations. Both our education and real estate businesses and financial performance have been affected. To enhance the company's ability to continue operations, control the company's operating risks, and promote the company's future development, the company's board of directors resolved on September 18, 2023 that the company successfully transformed from traditional education and real estate to emerging industries focusing on large health and elderly care, and high-end medical aesthetics starting from May 2024. The life sciences emerging industry business has achieved revenue, creating a sustainable operation and growth technology sunrise industry for the company's future.

The future prospects of the large health and elderly care, anti-aging, and high-end medical aesthetics industries are broad, mainly due to the global aging population, increased health awareness, and consumption upgrading. The large health industry and high-end medical aesthetics are regarded as emerging sunrise industries due to their huge market potential and diversification (including medical services, health products, health management, etc.); while high-end medical aesthetics is transforming from traditional plastic surgery to technological health, and is expected to continue to maintain rapid growth, becoming one of the most dynamic segments in the large health and elderly care field. The large health and elderly care industry has huge market potential, covering multiple fields such as medical products, health products, nutritional foods, medical devices, and health management, forming a huge ecosystem. The aging population and the rising incidence of chronic diseases have led to a continuous increase in demand for medical care, health care, and health management. With the improvement of people's health awareness, the pursuit of a healthy lifestyle is also increasing, which has driven the demand for high-end health products and services. The anti-aging and high-end medical aesthetics industry is one of the fastest-growing areas in the global consumer market. It is expected that the global market size will continue to expand. It is transforming from traditional plastic surgery and beauty to a more technological and healthier track, integrating medical technology and health management to meet the diversified needs of customers. Consumers' pursuit of beauty and attention to personal image are important factors driving its development. These factors are expected to drive the company's future revenue to grow exponentially. However, since the company does not have a management team with rich experience in this field, our judgment on expected revenue may not meet expectations, and we will anticipate this risk.

As stated in Note 1 to the consolidated financial statements of this annual report, although the company has suffered operating losses and a decrease in working capital, management has actively addressed the challenges regarding the company's ability to continue operations, mainly by improving the company's liquidity and funding sources through operating cash flow business, equity financing, and renewal of bank loans. To fully implement its business plan and maintain sustainable growth, the company is also actively seeking business partners to carry out business and cooperative financing. Currently, the company has obtained capital commitments from potential investors for the large health and elderly care, anti-aging, and high-end medical aesthetics projects. This commitment will not only enable the rapid development of our large health and elderly care, anti-aging, and high-end medical aesthetics projects, bringing considerable sustainable revenue to the company, but also bring a historic turning point to the company, enabling it to strongly enter the life sciences emerging industry track and greatly enhance the company's value.

We will continue to develop, establish, and maintain internal controls and procedures to enable management to report and allow our independent registered public accounting firm to attest to the effectiveness of our internal control over financial reporting when required by Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until we are no longer an emerging growth company, management will be required to report on our internal control over financial reporting pursuant to Section 404.

As of March 31, 2025, the Company’s management (including the CEO and CFO) evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(c) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) in accordance with requirements. Based on the evaluation (conducted against COSO Internal Control — Integrated Framework (2013 version)), management concluded that as of March 31, 2025, the Company’s disclosure controls and procedures were not effective in ensuring timely and proper recording, processing, summarizing, reporting and communication of required disclosure information; meanwhile, the Company had not maintained effective internal control over financial reporting due to multiple significant deficiencies and material weaknesses, including lack of effective internal audit function, inadequate IT general control policies, insufficient supporting documentation retention controls, limited segregation of duties in bank transaction authorization, inadequate accounting and financial reporting oversight controls, deficient inter-departmental communication channels, lack of internal review procedures for special and complex transactions, delays in tax filing and payment, absence of formal budget process, and material weaknesses in corporate governance.

To address and resolve the above deficiencies and material weaknesses, management has taken and plans to take a series of remediation measures, including developing formal internal control policies and conducting ongoing training (including U.S. GAAP training), recruiting personnel with relevant SEC reporting, SOX and internal control backgrounds, implementing internal control-related applications and systems, establishing proper supporting documentation retention processes, improving inter-departmental information and communication mechanisms, strengthening controls over related party transactions with the formerly controlling shareholder, implementing sound budget and cash management systems, updating the corporate governance framework to comply with U.S. securities regulations, establishing sound internal controls for bank transaction authorization and multi-level approval matrix, developing review procedures for special and complex transactions, and formulating and regularly updating tax filing and payment schedules. It should be noted that a material weakness is considered remediated only after relevant controls have operated effectively for a sufficient period and been tested effective.

If the implementation of these measures fails to fully address the deficiencies in our internal control over financial reporting, we cannot conclude that these deficiencies have been fully corrected, which may affect our ability to comply with applicable financial reporting requirements and relevant regulatory filings in a timely manner. Therefore, our business, financial condition, operating results, and prospects, as well as the trading price of our common stock, may be adversely affected. In addition, ineffective internal control over financial reporting impairs our ability to prevent fraud. Furthermore, once we are no longer an “emerging growth company” as defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if management concludes that our internal control over financial reporting is effective, after conducting its own independent testing, our independent registered public accounting firm may be dissatisfied with our internal controls or the level of documentation, design, operation, or review same period. Due to the of controls. As a public company, in the foreseeable future, our reporting obligations may place certain pressure on our management, operations, financial resources, and systems.

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For the fiscal year ended March 31, 2025, revenue from leasing office space to third parties accounted for 55.4% of our revenue, compared with 85.5% for the fiscal year ended March 31, 2024, a decrease of 30.1% over the impact of fluctuations and uncertainties in the Toronto real estate market, we decided not to renew the lease and use the space for our own operations. We have formed a strong partnership with Jiangsu Yike Regenerative Medicine Technology Co., Ltd. to transform the real estate leasing business into an industrial real estate business, build our own anti-aging and high-end medical aesthetics service brand, form our own expertise, technology, market, and system, innovate the company's development model, and inject new impetus into the company's sustainable operation and growth.

The company has a plan to upgrade the properties located at 95 & 105 Moatfield Drive, Toronto, Ontario, Canada after we take it over from the Receivership. Our strategic plan takes advantage of Canada's favorable policies, especially the surplus of commercial real estate and the shortage of mixed-use and high-end apartments. We plan to submit a renovation proposal to the government to renovate 95&105 Moatfield Drive, Toronto, Ontario, Canada into an “International Anti-Aging and High-End Medical Aesthetics Health Care Center,” and transform the ground open-air parking lot into a comprehensive commercial-residential high-end apartment. Our management expects that this initiative may significantly increase its value, generating expected revenue of over CAD $100 million in the future. At the same time, the renovation of 95&105 into an International Anti-Aging and High-End Medical Aesthetics Health Care Center is expected to achieve annual revenue of over 10 million CAD in the future. Our revenue and profit forecasts are based on current assumptions and market conditions. Any deviation from these assumptions may result in financial performance below expectations, affecting our overall business and financial health. In view of these risks, there is uncertainty regarding the successful completion of the new project and the achievement of expected returns.

Since March 31, 2021, we have acquired a number of education companies, including MTM College, Conbridge College of Business and Technology, and Visionary Academy (formerly Lowell). Although we have an experienced management team, operating these businesses and integrating them with our current operations is challenging. Failure to successfully operate one or more of these businesses may have an adverse effect on our operations, financial condition, and prospects.

To adapt to changes in the global market and the growth of new industries, enhance the company's core competitiveness, maintain sustainable development and continuous growth, the company held a board of directors meeting on September 18, 2023, confirming that the company will transform from the traditional education and real estate industries to the life sciences industry with high-end medical aesthetics as the main business and education and real estate as auxiliary businesses. After more than two years of efforts, significant results have been achieved. This fiscal year, it has generated more than $1 million in revenue, accounting for 20% of total revenue, laying a good foundation for future business development. The company's life sciences industry is expected to generate revenue of up to tens of millions of dollars in the next fiscal year, accounting for more than 80% of total revenue, providing strong market support for the company's rapid business growth in the future. We have successfully transformed into the life sciences industry with high-end medical aesthetics as the main business, and at the same time, established a new leadership team with experience in these fields. Under the leadership of the new team, the company is expected to achieve significant results in the short term. Although the market for this industry is huge, since we have just entered this industry, we need to strengthen our understanding of industry policies, management team, R&D team, and market team. Therefore, there is certain risk whether the future business growth will meet the expected goals.

Although we have had profitable quarters and annual periods, we have also experienced losses in the past. The large health and elderly care, high-end medical aesthetics, and life sciences industries are expected to bring us high revenue and profits, enabling us to turn losses into profits as soon as possible and bring us sustained high profits. At the same time, with the development of our artificial intelligence (AI) education project, the market for student enrollment will be broader, and the education business will also grow gradually. Therefore, we can generate sufficient revenue to maintain profitability.

We need to develop the large health and elderly care, high-end medical aesthetics, and life sciences industries and innovate financing channels to implement our performance goals. We will obtain funds from the issuance of securities and revenue generated from the life sciences industry business. At the same time, we will expand our business through mergers and acquisitions and other strategic transactions to obtain funds and benefits from these strategic transactions.

We must comply with the rules and requirements applicable to public companies, as well as evolving laws, regulations, and standards related 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 U.S. Securities and Exchange Commission and Nasdaq. We are currently evaluating and monitoring the development of new and proposed rules. These laws, regulations, and standards are subject to different interpretations due to the lack of specificity, so their application in practice may evolve over time as regulatory and governance bodies provide new guidance. This may lead to ongoing uncertainty regarding compliance matters and higher costs due to ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, which may result in increased general and administrative expenses and divert management's time and attention from revenue-generating activities to compliance activities. We also expect these new rules and regulations to increase the cost of obtaining directors' and officers' liability insurance, and we may need to accept reduced coverage or pay significantly higher costs to obtain insurance. These factors may also make it more costly for us to attract and retain qualified directors, especially those serving on the audit committee and compensation committee, as well as qualified senior management.

As of March 31, 2025, we had accrued unpaid income tax liabilities of approximately $1.28 million. We have reached a verbal agreement with the Canada Revenue Agency (“CRA”) to pay all such tax liabilities in installments starting from January 1, 2026.

As of the date of this annual report, the CRA has not initiated or threatened any action to collect such delinquent taxes. We intend to pay these liabilities from operating income and equity financing proceeds.

We face foreign currency exchange rate risk, which may cause fluctuations in our reported gains or losses.

The exchange rate between the Canadian dollar (CAD) and the U.S. dollar fluctuates and is affected by various factors, including changes in the political and economic conditions of Canada and the global economy. We cannot guarantee that the CAD will remain 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. Therefore, we face foreign currency exchange rate risk with respect to any assets and liabilities, as well as revenues and expenses denominated in currencies other than the U.S. dollar. If the U.S. dollar strengthens against the CAD, the translation of CAD-denominated transactions will result in a decrease in revenue, operating expenses, and net income or loss from our international operations. Similarly, if the CAD weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in an increase in revenue, operating expenses, and net income or loss from our international operations. We currently do not engage in currency hedging transactions to offset fluctuating currency exchange rates.

Non-Canadian citizens may face difficulties in enforcing judgments against us.

We are incorporated in Canada, and our headquarters is located in Canada. Most of our directors and senior management, as well as certain experts identified in this report, primarily reside in Canada, and all of our assets, as well as all or most of the assets of these individuals, are located outside the United States. Investors residing in the United States may face difficulties in serving legal process on these individuals in the United States or enforcing U.S. court judgments against us or these individuals based on the civil liability provisions of U.S. federal securities laws or other U.S. laws. There is significant doubt as to whether an action based solely on U.S. federal securities laws can be brought in Canada in the first instance. Canadian courts may decline to hear claims brought against us or these individuals based on alleged violations of U.S. securities laws on the grounds that Canada is

not the most appropriate forum for such actions. Even if a Canadian court agrees to hear the claim, it may determine that Canadian law applies rather than U.S. law. If U.S. law is determined to apply, the content of the applicable U.S. law must be proven as a fact, which can be a time-consuming and expensive process. Certain aspects of court proceedings will also be governed by Canadian law.

The success of our business will depend on the management skills of the directors of the board of directors, as well as their relationships with educators, managers, and other business contacts they have in overseas and in Canada. The loss of the services of any key personnel may impair our ability to successfully manage our business. We also rely on the successful recruitment and retention of qualified and experienced managers, sales personnel, and other employees who can work effectively within the company. In some cases, the market for these skilled employees is highly competitive. We may not be able to retain or recruit such personnel on terms acceptable to us, which may have an adverse effect on our business prospects and financial condition.

The personal information we collect may be vulnerable to disclosure, theft, or loss, which may expose us to liability or have an adverse effect on our reputation and operations.

Owning and using personal information in our operations exposes us to risks and costs that may harm our business and reputation. We collect, use, and retain a large amount of personal information about our customers, students, and their families, including customer, personal, and family financial data. We also collect and maintain personal information of employees in the ordinary course of business. Although we use security and business controls to restrict access to and use of personal information, third parties may be able to bypass these security and business controls, which may result in the disclosure of students' or employees' privacy. In addition, errors in the storage, use, or transmission of personal information may also lead to the disclosure of students' or employees' privacy. Owning and using personal information in our operations also exposes us to legal and regulatory burdens, which may require us to implement certain policies and procedures related to identity theft associated with customers' and students' credit card accounts, and may require us to make certain data breach notifications and restrict our use of personal information. Violations of any laws or regulations related to the collection or use of personal information may result in fines against us. Therefore, we may need to invest significant resources to prevent the threat of these security breaches or mitigate the problems caused by these breaches. Although we believe we have taken appropriate preventive measures and security measures, there is no guarantee that no such disclosure, theft, or loss of personal information will occur. Any such disclosure, theft, or loss of personal information may have a material adverse effect on our financial condition, reputation, and growth prospects, and may result in legal proceedings against us under privacy regulations.

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As a public company with high-end medical aesthetics in the large health sector as its main business and education and real estate service providers as auxiliary businesses, our ability to recruit and retain excellent senior managers, technical professionals, qualified teachers, and school principals is crucial to our business, service quality, and our brand and reputation. To ensure the successful operation and growth of our company, we need to retain and continue to hire high-quality talents proficient in the large health and high-end medical aesthetics industry and specific disciplines, who can manage and operate our projects, teach the courses we provide or plan to provide to students, and high-quality management talents who can effectively manage the company and schools. We must provide competitive compensation and benefits packages to attract and retain qualified candidates or retain our current high-quality team, especially when we seek more rapid expansion plans to meet the growing demand for our business. A shortage of high-quality management talents, a decline in the quality of performance of our teachers and principals (whether actual or perceived), or a significant increase in the cost of hiring or retaining high-quality management talents, technical talents, teachers, and principals will have an adverse effect on our business, financial condition, and operating results.

The U.S. Securities and Exchange Commission has adopted regulations that generally define a “penny stock” as an equity security with a market price (as defined in the regulations) of less than $5.00 per share or an exercise price of less than $5.00 per share, except for certain exceptions, including equity securities quoted on a national securities exchange. If our common stock is not quoted on a national exchange such as Nasdaq and has a market price of less than $5.00 per share, they will be subject to rules that impose additional sales practice requirements on broker-dealers selling these securities. For example, broker-dealers must make a special suitability determination for the purchaser of the securities and obtain the purchaser's written consent before the purchase. In addition, the rules require the delivery of a disclosure schedule prepared by the U.S. Securities and Exchange Commission regarding the penny stock market before the transaction. Broker-dealers must also disclose the commissions paid to the broker-dealer and registered underwriters, the current quotation for the securities, and if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and its presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for penny stocks held in the account and information about the limited market for penny stocks. The “penny stock” rules may restrict our shareholders' ability to sell our common stock in the secondary market.

Ms. Wanhong Wu became the controlling shareholder of the company (“Controlling Shareholder”) by holding 100% equity of 3888 Investment Group Co., Ltd. (which is the sole owner of the super Class B common stock of Visionary Holdings Inc.). Therefore, Ms. Wanhong Wu can exercise control over the company's management and affairs requiring shareholder approval (including approval of major corporate transactions). This concentration of ownership may have the effect of delaying or preventing a change in control and may have an adverse effect on the market price of our common stock. This concentration of ownership may not be in the best interests of all our shareholders.

Our amended articles of incorporation authorize the board of directors to issue a certain number of preferred shares. Although no preferred shares have been issued to date, preferred shares may be issued in series, and the terms of which may be determined by the board of directors at the time of issuance without further action by the shareholders. These terms may include voting rights (including the right to vote as a series on specific matters), dividend and liquidation preferences, conversion rights, redemption rights. The issuance of any preferred shares may dilute the rights of common stock shareholders and thus may reduce the value of such common stock. In addition, the specific rights granted to future preferred stockholders may be used to restrict our ability to merge with a third party or sell assets to a third party. The ability of the board of directors to issue preferred shares may make an acquisition or change in control more difficult, delayed, hindered, prevented, or costly, which in turn may prevent shareholders from realizing gains if a favorable offer is received and may have an adverse effect on the market price of our common stock.

As a foreign private issuer under the Exchange Act, we are exempt from complying with certain U.S. securities rules and regulations applicable to U.S. domestic issuers, including:

Rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the U.S. Securities and Exchange Commission;

Provisions under the Exchange Act governing the solicitation of proxies, consents, or authorizations in respect of securities registered under the Exchange Act;

Provisions under the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and holding insiders liable for profits made from trading within a short period; and

Rules under Regulation FD requiring issuers to avoid selective disclosure of material non-public information.

We are required to file an annual report on Form 20-F within four months after the end of each fiscal year. Press releases related to financial performance and material events will also be filed with the U.S. Securities and Exchange Commission on Form 6-K. However, the information we are required to file or provide to the U.S. Securities and Exchange Commission will be less extensive and timely than the information U.S. domestic issuers are required to file with the U.S. Securities and Exchange Commission. Therefore, you may not have access to the same protections or information as you would when investing in a U.S. domestic issuer.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from complying with requirements applicable to other public companies that do not apply to emerging growth companies. Most importantly, as long as we remain an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Therefore, if we choose not to comply with such auditor attestation requirements, our investors may not have

access to certain information they may consider important. The

JOBS Act also provides that emerging growth companies are not required to comply with any new or revised financial accounting standards until the date on which private companies are required to comply with such new or revised financial accounting standards.

The market price of our common stock may be volatile and may fluctuate significantly due to factors such as: fluctuations in actual or expected quarterly operating results, changes in financial estimates by securities research analysts, economic performance or market valuations of other comparable companies, announcements by us or our competitors of major acquisitions, strategic partnerships, joint ventures, or capital commitments, fluctuations in the exchange rate between the CAD and the U.S. dollar, intellectual property litigation, the release of lock-up or other transfer restrictions on our outstanding common stock, and economic or political conditions in Canada. In addition, the performance and market price fluctuations of other companies with significant operations in Canada and securities listed in the United States may affect the volatility of the price and trading volume of our common stock.

We do not expect to be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for the taxable year ended March 31, 2025. However, the application of the PFIC rules is ambiguous in several respects, and we must determine separately each taxable year whether we are a PFIC. Therefore, we cannot guarantee that we will not be a PFIC for the taxable year ended March 31, 2025 or any future taxable year. A non-U.S. corporation will be considered a PFIC for any taxable year if it meets either of the following conditions: (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 fair market value of our assets will generally be determined based on the market price of our common stock, which may fluctuate. In addition, the composition of our income and assets will be affected by how and how quickly we use the cash raised. A significant portion of our assets and income is attributable to real estate, which may be considered passive income under the PFIC rules. If we are considered a PFIC for any taxable year during which a U.S. person holds our common stock, such U.S. person may face certain adverse U.S. federal income tax consequences. See “Taxation — U.S. Federal Income Tax Consequences — PFIC Rules.”

We have never paid any cash dividends since our inception and currently do not intend to pay any dividends in the foreseeable future, but do not rule out the possibility of paying dividends if our business grows significantly in the future. If we need additional funds (not currently provided for in our financing plans), our sources of funds may prohibit the payment of dividends. Since we do not intend to declare dividends, investment returns on our company will need to be realized through increases in the price of our stock.

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Pursuant to our by-laws, we indemnify our officers and directors to the maximum extent permitted by law against all expenses, costs, and expenses (including settlement amounts or judgments) reasonably incurred by them in connection with any civil, criminal, administrative, investigative, or other proceedings arising out of their respective duties. Our by-laws also allow for the reimbursement of certain legal defense costs. In addition, we intend to provide directors and senior management with insurance against certain liabilities. If the costs of such indemnification and insurance coverage increase, it may have a material adverse effect on our operating results and financial condition.

Our business and operations are exposed to various risks, and our insurance coverage is limited. The risks we face include, but are not limited to: accidents or injuries arising from our business, loss of key management and personnel, business interruption, natural disasters, terrorist attacks, social unrest, or any other events beyond our control. We do not have any business interruption insurance or key person life insurance. Any business interruption, legal proceedings, natural disaster, or other event beyond our control may result in significant costs and diversion of resources, which may have a material adverse effect on our business, financial condition, and operating results.

Visionary Education Technology Holdings Group Company was founded by Ms. Fan Zhou, a Canadian vocational educator. It was incorporated by Ms. Fan Zhou on August 20, 2013 under the Ontario Business Corporations Act as 123 Natural Food Ontario Limited, a corporation. The name was later changed to Visionary Education Technology Holdings Group Company and further changed to Visionary Holdings Inc. on January 30, 2024. Our original goal was to develop and operate an international education platform focusing on vocational education. However, due to market barriers and a limited market caused by the over-specialization of this concept, we did not pursue this goal.

In 2015, Ms. Fan Zhou shifted our business focus to international education programs for the Ontario Secondary School Diploma (“OSSD”). She established a new company — Zhongqing Langton (Canada) Education Technology Co., Ltd. (“Langton”). As a majority investor, Langton, together with non-affiliated third-party investors, formed Toronto ESchool Limited (“Toronto ESchool”) on March 7, 2016, providing online OSSD courses for grades 9 to 12. On November 15, 2017, we entered into a share purchase agreement, and after this transaction, we owned 70% equity interest in Toronto ESchool. On June 19, 2020, we transferred our 70% equity interest in Toronto ESchool to Farvision Education Group Limited, our wholly-owned subsidiary.

Concurrent with our establishment, on August 20, 2013, Ms. Fan Zhou established 123 Real Estate Development Ontario Limited (“123 Real Estate”) to acquire and develop educational real estate facilities as a supplement to education companies. To better explore the international market and enhance competitiveness, Ms. Fan Zhou increased investment in teaching facilities through 123 Real Estate. From 2013 to 2015, 123 Real Estate purchased 22.4 acres of vacant land in Peterborough, Ontario, originally planned to be developed into an international student dormitory center. On November 14, 2015, 123 Real Estate purchased a building at 41Metropolitan Road, Toronto, as the headquarters and teaching facility for international education. On April 1, 2019, we acquired all shares of 123 Real Estate from Ms. Fan Zhou at a price of $11.2 million (CAD $15.2 million) and a private mortgage loan of $3 million (CAD 4 million), to generate additional income through leasing and provide space for the expansion of educational facilities. On May 28, 2021, 123 Real Estate Development Ontario Limited was renamed Visionary Education Real Estate Group Limited. On October 15, 2021, Visionary Education Real Estate Group Limited was renamed Visionary Education Services and Management Limited.

From 2017 to 2019, we conducted research on the international market for OSSD. Based on the broad market opportunities of OSSD, we gradually established an agent network in Southeast Asia, India, and South America to recruit students for our OSSD programs. At the same time, we also developed online teaching files for more than 60 OSSD courses (core courses and a wide range of elective courses). We established cooperative relationships with educational institutions such as the Mississauga District School Board and Trent University. The cooperation included the development of OSSD teaching methods and technologies, school management, and student progression to higher education. We concluded that the initial results of this initiative and operation were encouraging.

However, starting from the beginning of 2020, we were adversely affected by the COVID-19 pandemic. Our tuition fees and other revenues decreased sharply. Without exception, the entire education industry in Canada suffered difficulties caused by the pandemic. To survive while creating growth opportunities, we made significant adjustments to our strategic plan and began to explore new business opportunities. To respond to Canada's special economic environment, we optimized our educational assets and focused our operations in the Toronto metropolitan area. We sold most of the land in Peterborough and used the proceeds to acquire high-quality educational institutions and institutional buildings. We achieved growth through the acquisition of seven educational institutions and two institutional buildings, which we believe were acquired at favorably low prices. The following describes these acquisitions and the restructuring of our company structure

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On May 14, 2020, Farvision Education Group Limited (“Farvision Education”) was incorporated under the Canada Business Corporations Act. Farvision Education is a wholly-owned subsidiary of Visionary Holdings Inc. On February 2, 2023, Farvision Education Group Limited was renamed Farvision Vocational Education Group Limited.

On July 27, 2020, Farvision Education entered into an investment agreement with 2549601 Ontario Limited, which holds a private high school license registered with the Ontario Ministry of Education, to jointly establish Maple Leaf Toronto Academy of Arts and Performing Arts Limited. The total investment of Farvision Education and 2549601 Ontario Limited was 159,046. Pursuant to the agreement, Farvision Education subscribed for 80% of the 200,000 common shares at a price of $0.8 per share, and 2549601 Ontario Limited subscribed for the remaining 20% of the common shares at the same price. On August 3, 2020, Farvision Education filed articles of amendment to change the name of Maple Leaf Toronto Academy of Arts and Performing Arts Limited from Richmond Hill Alathena International Academy to Maple Leaf Toronto Art School Limited (“Toronto Art

School”). On July 27, 2020, Toronto Art School entered into a license transfer agreement with 2549601 Ontario Limited, a private high school registered with the Ontario Ministry of Education (operating under the name Richmond Hill Alathena International Academy). Pursuant to the agreement, Toronto Art School acquired the private high school license for a consideration of $159,040. The transaction was completed on September 1, 2020.

On October 18, 2020, Farvision Vocational Education entered into an investment agreement with the two former shareholders of 7621531 Canada Limited, which operates Conbridge Polytechnic Institute (“Conbridge”), a private vocational college registered with the Ontario Ministry of Colleges and Universities. Pursuant to the agreement, Farvision Education acquired 80% equity interest in Conbridge Polytechnic Institute for a total consideration of $64,024 (CAD 80,000).

On February 28, 2022, we acquired 70% of the issued and outstanding shares of Max the Mutt Animation Inc., which operates Max the Mutt Animation, Art & Design School (“MTM”). Founded in 1997, MTM is a private vocational college in Canada located in Toronto, Ontario.

On June 24, 2022, pursuant to the agreement signed on December 19, 2020 and the amendment agreement signed on February 28, 2022, Farvision Education paid the first deferred purchase payment of $80,030 to acquire 10% of the shares of MTM. After this payment and share transfer, Farvision Education owned 80% of the total issued and outstanding shares of MTM.

MTM offers full-time four-year college diploma programs, including classical and computer animation and production, illustration and comic book narrative art, and animation and video game concept art. In addition to diploma programs, MTM also offers various digital, animation, and art workshops and courses, as well as a six-week intensive certificate program for students applying to art-related higher education programs

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On September 23, 2022, we successfully completed the acquisition of two office buildings located at 95-105 Moatfield Drive, Toronto, with a total gross floor area of approximately 433,000 square feet. These buildings were previously the Canadian headquarters of IBM and Kraft Heinz. We completed the acquisition for a total consideration of $69.7 million (CAD 94.4 million).

Our common stock was listed for trading on the Nasdaq Capital Market on May 17, 2022, under the ticker symbol “VEDU,” and we completed our initial public offering (“IPO”) on May 19, 2022, issuing 4.25 million shares of common stock. After deducting underwriting commissions and offering expenses payable by the company, the net proceeds from this IPO were approximately $14.33 million.

On September 18, 2023, we held a board of directors meeting, confirming that the company will transform from the traditional education and real estate industries to the life sciences industry with high-end medical aesthetics in the large health sector as the main business and education and real estate as auxiliary businesses. To promote the high-end medical aesthetics business in the large health sector, we established wholly-owned subsidiaries in Shanghai, China and Malaysia in October 2023, respectively, to develop the life sciences business in the Asian region.

In February 2024, we established Visionary Health Industry Investment Co., Ltd., a holding subsidiary in Guangzhou, to develop the micro-ecological health industry, focusing on the maintenance of gastrointestinal health. Based on research results and technologies such as human micro-ecology, with intestinal flora as the target, we adopt the concept of “nourishment instead of treatment” and use lifestyle intervention measures to provide accurate gastrointestinal flora health maintenance solutions for people with gastrointestinal sub-health. In the future, we are committed to helping 10 million people develop correct gastrointestinal health maintenance habits and have healthier gastrointestinal tracts. Currently, significant results have been achieved, with revenue of more than $1 million obtained this fiscal year, accounting for 20% of total revenue, laying a good foundation for future business development. The company's life sciences business revenue is expected to reach tens of millions of Canadian dollars in the next fiscal year, accounting for more than 80% of total revenue, providing strong market support for the company's rapid growth in the future.

The Company originally planned to commence legal proceedings in May 2023 against the seller, the general contractor, and the subcontractors, seeking reimbursement of all excess amounts paid by the Company in connection with the project after the acquisition date of the project. To date, the Company has not initiated such legal proceedings. The contractor has discharged and removed the lien registered against the property located at 95-105 Moatfield Drive, Toronto, Ontario, M3B 0A2.

On December 4, 2024, the company's board of directors resolved to approve the transfer of 100% equity of NeoCanaan Investment Limited to SUNSHINE WHALE PATH E-COMMERCE CO., LTD., a non-affiliated party, at a price of CAD 1, and the transfer of 100% equity of Canadian Animation Industry Group Limited to SUNSHINE WHALE PATH E-COMMERCE CO., LTD., a non-affiliated party, at a price of CAD 1. All claims and liabilities of NeoCanaan Investment Limited and Canadian Animation Industry Group Limited shall also be borne by SUNSHINE WHALE PATH E-COMMERCE CO., LTD., and have no connection with the company.

On October 2, 2024, the company also entered into two amended and restated Securities Purchase Agreements with a qualified investor, issuing convertible notes with a principal amount of 1.5 million guaranteed by Fan Zhou personally (hereinafter referred to as the “Notes”), and obtained net proceeds of $2.15 million through this convertible note transaction.

In fiscal 2025, the company also entered into Securities Purchase Agreements with three individual qualified investors respectively, obtaining net proceeds of $670,000 through the sale of shares.

On December 11, 2023, the company's shareholders approved the change of the company's name from “Visionary Education Technology Holdings Group Inc.” to “Visionary Holdings Inc.” (hereinafter referred to as the “Name Change”). On January 30, 2024, the company filed the articles of amendment for the Name Change with the Ontario Business Registry, Canada, completing the registration related to the Name Change.

On October 9, 2023, the company's stock symbol was changed from “VEDU” to “GV,” and the common stock continues to trade on Nasdaq under the new stock symbol “GV.”

Fortune Financial Group Limited was established on October 18, 2024, with Visionary Holdings Inc. holding 51% equity interest.

Yude Industrial Group Limited was established on October 18, 2024, with Visionary Holdings Inc. holding 51% equity interest.

Visionary Holdings (Guangdong) Limited was established on October 18, 2024, with Yude Industrial Group Limited holding 100% equity interest.

Visionary Energy Technology Holdings Group Inc. was established on December 3, 2024, with Visionary Holdings Inc. holding 100% equity interest.

Visionary Securities Limited was established on March 10, 2025, with Fortune Financial Group Limited holding 100% equity interest.

Visionary Asset Management Limited was established on March 10, 2025, with Fortune Financial Group Limited holding 100% equity interest.

Visionary Fintech Limited was established on March 13, 2025, with Fortune Financial Group Limited holding 100% equity interest.

Visionary Holdings (Asia) Limited was established on March 14, 2025, with Visionary Holdings Inc. holding 100% equity interest.

We have successfully transformed from the traditional education and real estate fields to the life sciences and artificial intelligence education fields. The company focuses on these two major fields, adheres to the principle of refined management, and rapidly promotes the development of related businesses through global mergers and acquisitions.

Life Sciences Field:

(1) Large Health and Elderly Care Projects

Our collagen probiotic and prebiotic series products and services include popular science on gastrointestinal maintenance knowledge, gastrointestinal detection tools, micro-ecological nutritional products, and intestinal maintenance and physiotherapy services. The target customers are people who pay attention to gastrointestinal maintenance, sub-healthy people caused by gastrointestinal flora imbalance, and chronic disease patients (such as obesity, hypertension, hyperlipidemia, hyperglycemia, and patients recovering from severe diseases) caused by long-term gastrointestinal flora imbalance. We provide customers with accurate

gastrointestinal maintenance solutions using lifestyle intervention measures. We focus on gastrointestinal maintenance products as the entry point, and extend to weight management, beauty care, sleep improvement, trace element supplementation, and chronic disease prevention and management services. In the future, we will develop chain-joined “Gastrointestinal Health Living Museums” in Asia to provide gastrointestinal maintenance services for more customers.

(2) Anti-Aging and High-End Medical Aesthetics Projects:

We provide customers with world-leading anti-aging and high-end medical aesthetics services. We integrate North American top medical technology with traditional cultural health preservation concepts to create a comprehensive, personalized, and preventive anti-aging management ecosystem. We adopt a multi-disciplinary integrated medical model to meet customers' comprehensive anti-aging and beauty needs. We provide each customer with personalized and full-process accompanied anti-aging and medical aesthetics health management services, including a comprehensive understanding of the customer's health history, lifestyle and health goals, genetic testing, functional medical testing and imaging examinations, the joint design of personalized health care plans by a multi-disciplinary expert team, receiving professional treatment in a scientific environment, evaluating the intervention effect through objective indicators, dynamically adjusting the plan, and providing personalized services such as remote health consultation and annual health assessment. Our projects have advantages such as leading technology, safety and reliability, significant effects, cultural compatibility, and full-process accompaniment.

Artificial Intelligence Education Field:

The company has achieved significant achievements in artificial intelligence education and robot technology, and actively develops the application of artificial intelligence in academic education, vocational education, and artificial intelligence-assisted learning tools. In particular, the application of artificial intelligence-assisted tools that help improve teaching effects and learning effects will be the key development business of our education projects in the future.

The company attaches great importance to innovation, focuses on promoting artificial intelligence education, develops industry-education integration projects, and values the development of vocational education. Especially in the fields of film and television artificial intelligence, animation, industry cooperation, and vocational education, it actively cooperates with internationally leading educational institutions to promote the development of artificial intelligence education business, and its performance is expected to increase significantly.

The company has strong advantages in Canadian high school diploma (OSSD) and college education. The online courses of OSSD high school diploma provide online teaching for global students. Students can obtain the OSSD high school diploma, which ranks among the top three in the world, through online learning. This diploma can be used to apply for world-renowned universities, and our OSSD education has a certain market internationally. Our college diploma education in animation art has a history of nearly 30 years and enjoys a high reputation in the Canadian industry.

The company meets the definition of an “emerging growth company” under the Jumpstart Our Business Startups Act (referred to as the “JOBS Act”) and is eligible for a number of exemptions from the reporting and financial disclosure requirements applicable to public companies that are not emerging growth companies, including but not limited to: (1) providing only two years of audited financial statements and related management's discussion and analysis of financial condition and results of operations in this annual report; (2) being exempt from complying with the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002; (3) having reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements; (4) being exempt from the requirements for non-binding advisory votes on executive compensation and shareholder approval of any golden parachute payments not previously approved. The company intends to take advantage of these exemption rights.

In addition, Section 107 of the JOBS Act also provides that emerging growth companies may take advantage of the extended transition period provided under Section 7(a)(2)(B) of the Securities Act to comply with new or revised accounting standards, that is, emerging growth companies may delay the adoption of certain accounting standards until the date on which they are required to be adopted by private companies.

A company may remain an emerging growth company for up to five years, or until the earliest of the following dates: (1) the last day of the fiscal year in which annual gross revenues exceed 700 million, and the company has publicly reported for at least 12 months); (3) issuing more than $1 billion in non-convertible debt in the past three years.

The company meets the definition of a “foreign private issuer” under the rules of the Exchange Act and is therefore exempt from complying with certain provisions applicable to U.S. domestic public companies, such as:

Not being required to file as many reports as required by the Exchange Act as U.S. domestic public companies, and the reporting frequency may be reduced;

Interim reports only need to comply with domestic requirements, which are less stringent than the rules applicable to U.S. domestic public companies;

Not being required to provide the same level of disclosure on certain matters (such as executive compensation);

Being exempt from complying with the provisions of Regulation FD aimed at preventing issuers from selective disclosure of material information;

Not being required to comply with the provisions of Section 16 of the Exchange Act regarding the solicitation of proxy votes, consents, or authorizations in respect of registered securities;

Not being required to comply with the provisions of Section 16 of the Exchange Act regarding insiders' public reporting of their shareholdings and trading activities and holding insiders liable for profits from “short-swing trading.”

The U.S. Securities and Exchange Commission (“SEC”) maintains an internet website that contains reports, proxy statements, and other information of issuers that file documents electronically with the SEC, which can be accessed at http://www.sec.gov. The company's internet website is http://www.visionary.holdings, but the information on the company's website or accessible through any other website referenced in this report does not constitute part of this report.

The company's principal executive office is located at 445 Apple Creek Boulevard #217, Markham, Ontario, Canada L3R 9X7, with a contact telephone number of 1-905-305-1881.

The company is a holding company located in Canada that has transformed into a provider of large health and elderly care, anti-aging and high-end medical aesthetics health services, and artificial intelligence education services as its main business. It provides high-quality large health and elderly care, anti-aging and high-end medical aesthetics health service resources, and education service resources to global customers.

The large health and elderly care project of our life sciences business uses micro-ecological health technology, takes gastrointestinal micro-ecological health as the target, and builds a full-life-cycle human micro-ecological health management system. Starting from the source of nutrition, digestion, absorption, immunity, and disease prevention, it initiates micro-ecological health management throughout the entire life process from pregnancy to old age, realizing a new era of super health with a disease-free life until the end. It has formed three major series of probiotic, prebiotic, and postbiotic products for gastrointestinal tract, weight management, and women's private parts.

The anti-aging and high-end medical aesthetics project of our life sciences business aims at advanced technology and innovative concepts, introduces the latest international medical technology equipment, and forms a professional team composed of North American certified doctors, scientific research experts, and multilingual health managers. According to different customers' physical characteristics, living habits, cultural backgrounds, language habits, and aesthetic needs, it adopts a multi-disciplinary integrated medical model to meet customers' comprehensive health and beauty needs through professional departments. Our characteristic departments and service system include an international cutting-edge physical examination center, testing center, high-end medical aesthetics and cell department, high-end medical aesthetics and anti-aging center, functional medical aesthetics and chronic disease management, and traditional medical aesthetics and health preservation center.

Our artificial intelligence education service project aims to provide middle school, undergraduate, postgraduate, and vocational education opportunities for students in Canada and international students through artificial intelligence and education innovation, enabling more people to fully learn, grow, and achieve success. The company uses independently developed technologies and artificial intelligence-assisted learning tools to provide students with customized teaching methods and cultivate students' ability to cope with challenges that may be encountered in their career. The company has an outstanding team of teachers in North America and an experienced management team to support students in achieving their career goals. The company provides education projects at the middle school, university, and higher degree levels, as well as supporting services such as housing and career guidance. As an international institution in Canada that provides comprehensive education projects and services, the company has been and will continue to provide services to local Canadian students and international students.

Currently, the company's business is mainly divided into two core segments: Life Sciences Business and Artificial Intelligence (AI) Education Services, which complement each other. The Life Sciences Business includes Health and Wellness Projects and Anti-aging and High-end Medical Aesthetics Service Projects; the AI Education Services include providing AI-assisted teaching tools, study and immigration visa services, student accommodation, employment placement, and financial support for students pursuing degree-oriented education and vocational education programs.

Focused on gastrointestinal flora maintenance, adhering to the business philosophy of "Cultivating Microecology Together, Sharing Long-term Health", the project is committed to becoming an integrated communicator in the global microecology industry value chain, enabling humans to enjoy a healthy life brought by the microecology industry. Targeting gastrointestinal flora, it pioneers the new health concept of "treatment through nourishment" for gastrointestinal flora maintenance, providing precise maintenance plans for sub-healthy groups caused by gastrointestinal microecological imbalance. Through building a "platform + maker + store" community co-creation model, it constructs a digital health maintenance industrial value chain for the gastrointestinal tract to serve thousands of families. We currently have four patented product series: "Helicobacter Pylori Resistance", "Intestinal Tract Maintenance", "Female Intimacy Care", and "Weight Management", sold through thousands of terminals in more than 60 regions across Asia.

The high-end medical aesthetics project includes:

Ultimate Youthfulness Solution: The most innovative facial youthfulness project, achieving outstanding long-term results through 3D aesthetic evaluation, personalized cocktail formula, and 4-stage treatment process;

Cell Regeneration Project: Adopting Canada's leading regenerative medicine technology to provide customers with comprehensive cellular-level anti-aging solutions;

Treatment and Intervention Equipment: Including hyperbaric oxygen chambers, whole-body cryotherapy, bioresonance regulators, etc.;

Advanced Equipment and Technology Platform: Equipped with North America's top medical technology equipment to ensure each service meets the highest standards;

High-end Medical Aesthetics Laboratory: A Class A clean laboratory complying with GMP standards, with automated cell culture and quality control capabilities.

It provides support for students pursuing degree-oriented education and vocational education programs, including study and immigration visa services, student accommodation, employment placement, and financial support.

Our AI Education Services include degree-oriented education, vocational education, and AI-assisted learning tools, which promote each other. The education service segment provides support for students in degree-oriented and vocational education programs, including learning tools, study and immigration visa services, student accommodation, employment placement, and financial support.

The company offers four levels of degree-oriented education programs: Ontario Secondary School Diploma (OSSD, Grades 9-12), vocational-oriented two-year college programs, four-year undergraduate programs, and master's programs. These programs are currently provided either independently by the company's affiliated schools or through cooperation with public institutions.

OSSD is a diploma issued by the Ontario Ministry of Education to secondary school graduates, part of the provincial public education system, awarded to all students who complete Ontario's education curriculum, including special education students, outstanding students in science programs (TOPS), students in mathematics, science, and computer science programs (MaCS), International Baccalaureate (IB) students, and students in other key secondary school programs. OSSD education emphasizes critical thinking, independent thinking, and problem-solving skills, and is recognized by many universities in Canada and around the world. The company operates three schools offering OSSD programs through its subsidiaries: Visionary Academy, Toronto Art School, and Toronto ESchool, providing OSSD programs for Canadian local students and international students through online, in-person, and blended learning models (combining pre-recorded courses, live courses, tutoring courses, and online and offline consulting). All three schools have signed agreements with public institutions of higher education, allowing OSSD graduates to directly apply for degree programs at these institutions without taking English proficiency tests such as TOEFL or IELTS.

The company offers college programs through Conbridge College of Business and Technology (Conbridge). Its courses are researched, standardized, and updated to equip students with employment-ready skills. At the undergraduate level, Conbridge College has established a cooperative education model with a public university through "2+2" and "1+3" programs.

Through a cooperation agreement signed with Niagara University Ontario (NUO) on July 14, 2021, the company serves as the exclusive enrollment agent for NUO in Canada, India, and some Southeast Asian countries, providing students with master's education opportunities; in addition, Max the Mutt Animation Inc. (MTM) has signed an agreement with Duncan of Jordanstone College of Art and Design (Duncan College) to provide master's education opportunities. According to the agreement, after successfully completing MTM's four-year program, students can directly apply for Duncan College's one-year master's program.

Foreign students who complete the company's higher education programs are eligible to apply for immigration to Canada, making the company's programs attractive to international students. To help international students smoothly transition to life in Canada and achieve development, the company provides auxiliary education services such as study and immigration visa processing, student accommodation, employment placement, internships, and entrepreneurship support.

Vocational education is an alternative to university education, providing career development paths, imparting skills and knowledge required for specific occupations, aligning with labor market needs, and serving as an important part of the education system. The company believes that high-quality vocational education can enhance students' employability and teach them to continuously improve themselves in their careers. Vocational education usually enables students to master market-needed skills in a relatively short period, with common forms including technical industry license training, technical industry vocational training, and high-demand vocational training. Although vocational education programs are relatively short-term, students should pursue lifelong learning in their diverse careers. Teachers focus on cultivating students' ability to adapt to technological development trends, as few occupations remain unchanged technically, but the basic knowledge in most fields is relatively stable.

In response to the needs of specific recovering industries such as construction, manufacturing, and hospitality, the Canadian government adopts a "bulk purchasing" training method to provide funding support for large-scale training, such as the Canada-Ontario Job Grant (COJG), Second Career Program, and Canadian Apprenticeship Program. Through cooperation with Canadian International Career College (CICC), the company offers Personal Support Worker (PSW) vocational education programs.

: To improve students' learning outcomes and abilities, we provide advanced AI-assisted learning tools, including AI learning platforms, thinking organization tools, language enhancement tools, and self-correction homework assistants, helping students complete their studies and achieve their academic goals

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: The company's directly wholly-owned subsidiary, Visionary Education Services & Management Inc., provides Canadian study and immigration visa services. The Canadian study visa application process is complex, including two parts: a study permit and a study visa. A study permit is a document issued by the Canadian government allowing foreign citizens to study at a Designated Learning Institution (DLI), which can be obtained through an interview with an immigration officer or a visa issued by the Embassy of Canada in China. After obtaining a study permit, all students planning to study in Canada must apply for a visa through the Visa Application Center of the Embassy of Canada in China. Visionary Education Services & Management Inc. provides full-process assistance for international students in applying for study permits and visas.

To better serve international students, the company also provides comprehensive accommodation-related services through Visionary Education Services & Management Inc., including dormitory renovation, water and electricity maintenance, facility and equipment maintenance, and supply of daily necessities and school supplies.

Competition in Canada's high-end medical aesthetics market is mainly reflected in the differentiation of technology and services, brand image building, and diversity of marketing strategies. In addition, the market is greatly affected by regulations and policies, and faces consumers' continuous attention to safety and effectiveness. At the same time, Canada has relatively strict regulations on the medical aesthetics industry, especially regarding product approval, surgical safety, and advertising, which brings certain compliance pressure to us. With consumers' increasingly diversified and personalized demands for medical aesthetics and price competition, we are faced with market challenges and risks; there are well-known medical aesthetics centers in Canada with more than 20 years of operation, which have a long history, established brands, and accumulated certain market resources, all of which are our competitors.

OSSD is a high school diploma recognized by most universities and regions around the world. The number of enrollments in Canadian institutions of higher education increases every year, especially the number of international students. According to data from Statistics Canada and Immigration, Refugees and Citizenship Canada, over the past 10 years, Ontario has ranked first among Canadian provinces in terms of the number of international students, largely driven by the growth in the number of international students in OSSD programs.

Ontario has 76 public school boards, including 38 public secular school boards (34 English school boards and 4 French school boards), 38 public separate school boards (29 English Catholic school boards, 8 French Catholic school boards, and 1 English Protestant school board), and 7 public school authorities operating in children's treatment centers. In the 2021-2022 academic year, there were 1,503 private schools in Ontario. Public high schools in the Markham area where the company is 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 include Peoples Christian Academy, J Addison School, Holy Trinity School, TMS School, and La Citadelle International Academy of Arts and Science. These competitors have a long history, relatively large campus scales, and excellent teaching facilities.

Based on the company's future development plan, we will accelerate the development of the health and wellness project. In the next 3 years, we plan to open 6,000 brand franchise stores, help 100 million customers develop correct gastrointestinal tract maintenance habits, and achieve annual revenue exceeding 100 million US dollars. We will integrate global resources, technologies, markets, and teams, actively form close cooperation with world-renowned relevant institutions, strengthen multi-faceted and multi-level mergers, acquisitions, and restructurings, and focus on developing anti-aging and high-end medical aesthetics services using the world's most advanced technologies and innovative methods, aiming to achieve annual revenue exceeding 100 million US dollars in the next 2 years.

Based on the company's existing flexible curriculum arrangements and advanced teaching facilities and methods, the company plans to strengthen the OSSD program in the following aspects:

Establish cooperative relationships with more public colleges and universities. Under the leadership of the board of directors, the company has been negotiating agreements with universities to allow qualified graduates to directly enter degree programs at these universities without taking English proficiency tests;

Build an AI-based comprehensive student management system. This system can track each student's learning journey and provide personalized tutoring to optimize learning efficiency;

Establish a VR-based virtual teaching laboratory to enhance students' learning experience. The VR laboratory will visualize complex methods and processes in subjects such as mathematics, physics, chemistry, and biology to facilitate students' understanding;

Develop OSSD Massive Open Online Courses (MOOCs) to provide students with rich learning content. The company has built a MOOC platform currently used for animation education;

Further expand marketing networks in target countries, including China, India, Brazil, and Southeast Asia.

Canada's medical aesthetics industry is subject to strict regulation, covering multiple aspects of products, devices, and services. Products and cosmetics must comply with the Cosmetic Regulations, including restricted/prohibited ingredient lists and labeling requirements; medical aesthetics devices must obtain Medical Device License (MDL) certification from Health Canada, with categories determined by the product's risk level.

In Ontario, private schools can operate as for-profit enterprises, so the academic year arrangement, tuition fees, enrollment, and school management are not controlled by the Ministry of Education, but the courses must meet the OSSD curriculum requirements specified by the Ministry of Education. Private schools do not receive any funding or other financial support from the Ontario government, and the Ministry of Education does not regulate, license, accredit, or supervise the daily operations of private schools.

Despite certain flexibility, any individual, enterprise, or non-profit entity wishing to operate a private school in Ontario must comply with the legal requirements of the Education Act (amended by the Education Amendment Act, commonly known as Bill 82) and the policies and procedures in the Private School Policy and Procedure Manual issued by the Ministry of Education.

The COVID-19 pandemic has had a significant impact on education delivery in Ontario. According to the new policy of the Ministry of Education, students can obtain OSSD graduation qualifications through online courses, which has become a future trend for international students.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included elsewhere in this Form 20-F filing. This discussion and analysis contain forward-looking statements based upon current beliefs, plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding our intentions, plans, objectives, expectations, forecasts and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under the section titled “Risk Factors” and elsewhere in this Form 20-F. You should carefully read the “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section titled “Special Note Regarding Forward-Looking Statements.”

The following table summarizes the results of our operations during the fiscal years ended March 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or (decrease) comparing fiscal 2025 against fiscal 2024.

 

 

The following table summarizes the results of our operations during the fiscal years ended March 31, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) comparing fiscal 2024 against fiscal 2023.