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General and administrative expenses

General and administrative expenses decreased by $79,252, or 6.5%, from $1,227,424 in fiscal 2023 to $1,148,172 in fiscal 2024. The decrease was mainly due to an increase of $1.1 million on amortization (i) from two buildings transferred from assets held for sales to used propert and equipment as we change in our future plans in fiscal 2024 and (ii) the full-year amortization of office building purchased in September 2022, partly offset by the decrease of our office expenses, travel expenses, commission expense and insurance. Our general and administrative expenses represented 12.2% and 14.6% of our total revenue for fiscal 2024 and 2023, respectively.

Professional fees

Professional fees increased by $1,939,241, or 200.2%, from $968,435 in fiscal 2023 to $2,907,676 in fiscal 2024, representing 31.0% and 11.5% of our total revenue for fiscal 2024 and fiscal 2023, respectively. The increase was mainly due to a total of $1.9 million consulting fee settled by our common shares in fiscal 2024. Our regular legal and accounting fees were stable and slightly decreased from the prior year.

Salaries and compensations

Salaries and compensations decreased by $324,288 or 28.5%, from $1,1,36,676 in fiscal 2023 to $812,388 in fiscal 2024, representing 8.7% and 13.5% of our total revenue for fiscal 2024 and 2023, respectively. The significant decrease was mainly due to the reduction of our budget on our administrative team in both of our rental business and our educational business.

Interest expense, net

Interest expense increased by $2.8 million, from $3.0 million in fiscal 2023 to $5.8 million in fiscal 2024. The significant increase was mainly due to the increase of prime rate by Bank of Canada (from 2.7% as of April 1, 2022 to 7.20% as of March 31, 2024) which has significant impact on all our outstanding mortgages with variable interest rates and the increase of two private 2nd mortgage with principal balance of $6.7 million in the middle of fiscal 2023.

Government subsidies

We received $nil, $109,723 and $490,171 from the Canada Emergency Wage Subsidy program and Canada Emergency Rent Subsidy program in fiscal 2024, 2023 and 2022, respectively.

Impairment expenses

In fiscal 2024, we recorded impairment loss of $49,784 for the property and equipment at MTM due to out of date for its computer and software used in animation education. In fiscal 2022, we recorded impairment loss of $379,165 for the intangible assets and goodwill in connection with the private high schools and Conbridge College, a private college because we are in the process of improving the efficiency of the operations, streamlining the business lines to focus on its core education sector, and optimizing the structure of the vocational educational business. There was no such impairment loss record based on our assessment in fiscal 2023.

Warrants expense

We recorded $893,878 debt component and $443,208 embedded derivatives at the inception date on September 19, 2022 and recognized day 1 loss of $1,565,570 due to fair value assessment. From the inception date to March 31, 2023, we further recorded loss on change in fair value of warrants liabilities of $251,237 for share warrants. On May 15, 2023, we entered into exchange agreement with the convertible note holders and 66,667 common shares were issued (1,000,000 before the share consolidation at 15:1) to exchange for Series B warrants. The deal was closed on May 15, 2023. For fiscal 2024, we recognized gain of $1,536,494 on Series A and B warrants on change of fair value of warrant liabilities recognized. There was no warrant liabilities or corresponding changes in valuation in fiscal 2022.

Loss on convertible debenture valuation

In fiscal 2023, we recorded loss of $157,010 on change in fair value of a convertible note with a debt component and the embedded derivative components issued on September 19, 2022. In June 2024, the convertible note holders elected to convert the outstanding principal of $1.5 million, along with the accrued interest of $147,130 into 449,977 (6,749,650 shares before the share consolidation) common shares. In fiscal 2024, we recognized a gain of $367,663 on fair value of the embedded derivative components. There was no convertible note or corresponding changes in valuation in fiscal 2022.

Other income

We had other income of $22,764, $23,605 and $20,709 in fiscal 2024, 2023 and 2022, respectively, mainly from referral commissions.

Loss before income taxes

We had income before income taxes of approximately $1.5 million in fiscal 2024, as compared to loss before income taxes of approximately $4.4 million in fiscal 2023. The increase of income before income taxes was primarily attributable to a gain of $8.6 million on disposal of four rental property, a gain of $1.9 million on fair value assessment on warrants and embedded derivative components with the convertible notes before the conversion, as well as increased other expenses as discussed above.

Recovery for current and deferred income taxes

We had no provision of current income tax in fiscal 2024 due to losses carried forward from prior years, as compared to an income tax recovery of $64,768 in fiscal 2023 as we had loss before tax. We also had a deferred income tax expense of $574,209 in fiscal 2024.

Net income (loss)

We had net income of $967,249 and net loss of $3,572,108 for fiscal 2024 and fiscal 2023 respectively. The increase of net income was primarily attributable to the gain of $8.6 million on disposal of four rental property, gain of $1.9 million on fair value assessment on warrants and embedded derivative components with the convertible notes before the conversion, as well as increased other expenses as discussed above.

Balance Sheet

As of March 31, 2024, the Company had cash balance of $620,910 (compared to $651,490 as of March 31, 2023)

Cash Flow

Net cash used in operating activities was approximately $4.1 million in fiscal 2024, compared to cash provided by operating activities of approximately $0.3 million in fiscal 2023. The increase in net cash used in operating activities was primarily attributable to the following factors:

• Prepayments and other receivable increased by approximately $0.7 million in fiscal 2024, compared with an increase of approximately $0.4 million in fiscal 2023. The increase was mainly due to the payments made by Visionary Shanghai to start its business in China in fiscal 2022.

• Deferred revenue decreased by approximately $0.4 million in fiscal 2024 compared with an increase of approximately $0.9 million in fiscal 2023. The decrease was mainly due to a decrease in student enrollments in fiscal 2024.

• Plus:
  We had net loss of $3.7 million in fiscal 2024, after the adjustments of all non-cash items, compared to a net loss of $0.7 million in fiscal 2023, after the adjustments of all non-cash items.

Net cash provided by investing activities was approximately $13.1 million in fiscal 2024, compared to net cash used in investing activities of $63.4 million in fiscal 2023. The increase in net cash provided by investing activities was primarily attributable to the proceed from disposal of office buildings for approximately $13.9 million in cash and the writing off of the deposits made on a property in New York State, as well as the payments made to acquire a vacant land for approximately $1.3 million.

Net cash used in financing activities was approximately $9.5 million in fiscal 2024, compared to net cash provided by financing activities of approximately $63.9 million in fiscal 2023. The increase in net cash used in financing activities in fiscal 2024 was primarily attributable to the mortgages payoff of approximately 6.1 million in connection with the disposal of office building in June 2023. In May 2023, we settled our convertible notes of $1.5 million with embedded convertible feature by exchange of common stocks. When we converted our Series B warrants by conversion of our common stocks, we obtained subscription proceeds of approximately 1.7 million. In addition, our controlling shareholder Ms. Fan Zhou withdrew approximately $4.2 million from the Company from her advances account and reduce her advance to the Company from $4.2 million to few thousand dollars.

Recent Development

On August 9, 2024, the board of directors held a special meeting of shareholders, seeking and having received the approval of shareholders for the following proposals: 1. to authorize an amendment of the articles of incorporation of the Company (The "Articles") to create the voting Class A and Class B Common Stock and the non-voting Class C Capital Stock, 2. to authorize an amendment of the Articles to authorize the board of the directors of the Company to issue in series and establish the rights, preferences and limitations of the Preference Shares of the Company, as detailed in the accompanying proxy statement and Appendix B thereto, 3. to authorize the increase of the number of directors from five (5) to nine (9), within the range specified in the Articles of a minimum of one (1) and a maximum of ten (10) directors, 4. to authorize the board of the directors of the Company to convert all of the shares held by Shareholder 3888 Investment Group Limited into Class B Common Stock, 5. to authorize the board of directors to approve the issuance of Class A Common Stock and Class C Capital Stock, aimed at developing the Company's business and to create greater value for Shareholders, 6. To transact such other business as may properly be brought before the Special Meeting or any adjournment thereof.

On July 18, 2024, as reported on the Form 6-K filed with the SEC on July 19, 2024, the board of directors of the Company confirmed its decision, initially made on June 6, 2024, to appoint Zhong Chen, the Company's chief executive officer and chief financial officer, as a director of the Company.

On July 18, 2024, Mr. Marc Kealey, a director of the Company, was appointed as successor member of Audit Committee, Nominating Committee, Compensation Committee, succeeding the previous member, Mr. Michael Viotto. Mr. Kealey is an independent director under the applicable rules and regulations of the Securities and Exchange Commission and rules of Nasdaq. He does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which Mr. Kealey was selected as a director.

On July 10, 2024, as reported on the Form 6-K filed with the SEC on July 19, 2024, Mr. Michael Viotto resigned as a director and a member of the Audit Committee, the Compensation Committee and the Nominating Committee of the Company. Mr. Viotto's decision to resign did not arise or result from any disagreement with the Company.

On May 29, 2024 the Company effected a share consolidation of its ordinary shares at a ratio of one (1) post-split ordinary share for every fifteen (15) pre-split ordinary shares (the "Share Consolidation") so that every fifteen (15) shares issued and outstanding will be combined into one (1) share. Any fractional share of a shareholder resulting from the Share Consolidation will be rounded up to the nearest whole number of shares. The Share Consolidation reduced the issued and outstanding number of ordinary shares of the Company from 55,368,883 shares to approximately 3,691,259 shares.

On May 6, 2024, as reported on the Form 6-K filed with the SEC on May 15, 2024, the board of the Company appointed Mr. Zhong Chen, the Company's chief executive officer, as its new chief financial officer, effective immediately. Mr. Chen's employment agreement with the Company, dated April 23, 2024, remains the same.

On April 22, 2024, as reported on the Form 6-K filed with the SEC on April 24, 2024, the Board appointed Mr. Zhong Chen as its new chief executive officer, effective immediately. On April 23, 2024, the Company entered into the Agreement of Employment with Mr. Chen, which became effective on the same day. Pursuant to the Agreement, Mr. Chen will receive an annual salary of $150,000, plus an additional performance bonus of up to $350,000 in company stock, contingent upon year-end performance.

On April 10, 2024, as reported on the Form 6-K filed with the SEC on April 24, 2024, Mr. Ransom Wu notified the Company of his resignation as its chief executive officer, effective immediately. Mr. Wu's resignation did not result from any disagreement or disputes with the Company.

On March 11, 2024, Visionary Biotechnology Group Inc., the joint venture company, was incorporated in Toronto, Ontario.

On March 4, 2024, the Company appointed YCM CPA Inc. as successor auditor of the Company and for the fiscal year ending March 31, 2024.

On March 4, 2024, MNP LLP resigned as the Company's independent certified public accounting firm effective as of March 4, 2024.

On February 28, 2024, the Company entered into a joint venture agreement with a group of unrelated parties to form a new company, in which, the Company hold a 55% stake in the joint venture.

On February 9, 2024, as reported on the Form 6-K filed with the SEC on May 15, 2024, Katy Liu notified the Company of her resignation as its chief financial officer, effective May 6, 2024. Ms. Liu's resignation did not result from any disagreement or disputes with the Company.

Visionary initiated a strategic transformation in September 2023. Transitioning from traditional education to high technology, life sciences, and AI education, after over six months of efforts, we have successfully executed this strategic transformation objectives.

These objectives are outlined below:

In September 2023, the Company transitioned from traditional education to focus on three major business sectors: high technology, life sciences, and education. We plan to deeply cultivate these three sectors in the future, adhering to the principle of refined management, and rapidly advancing the development of these sectors through global mergers and acquisitions. Visionary has achieved significant success in the field of artificial intelligence, with a focus on AI education and robotics. It is a leading high-tech company specializing in AI software-integrated robotics, with its business covering AI education, AI science popularization, cultural tourism, and consumer robots. The company holds over 100 core technology patents, and its products are sold in more than 30 countries.

In the life sciences sector, Visionary has made major breakthroughs in the fields of biochips and AI health. In the biochip domain, it has achieved significant results through collaboration with renowned biologists, expert professors from the University of British Columbia in Canada, and the Canadian Bio-Ran Biotechnology Group. They have already produced medical chips, animal chips, and cold chain chips, with technology that meets world-class standards. Visionary is preparing to invest in factory construction for large-scale production, with plans to launch products by 2025. The prospects are promising, providing a strong guarantee for Visionary's future business growth.

In the AI health sector, Visionary has also made breakthroughs and is actively advancing specific projects in both Canada and China, with a positive outlook.

In the traditional education sector, Visionary places great emphasis on innovation, particularly promoting AI education and developing industry-education integration projects. The company values the development of vocational education, especially in the areas of AI in film, animation, industry cooperation, and vocational education. Visionary actively collaborates with leading institutions in the U.S. and China to drive the growth of its education business, with significant performance increases expected.

About Visionary Holdings Inc.

Visionary Holdings Inc. headquartered in Toronto, Canada, a private education provider with technology of artificial intelligence and life science on the cutting edge, with subsidiaries in Canada and market partners in China. The Company aims 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. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company's website at https://ir.visiongroupca.com/.

Forward-Looking Statements

All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "believes," "expects," "anticipates," "estimates," "intends," "would," "continue," "should," "may," or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

For more information, please contact:

Visionary Education Technology Holdings Group Inc.
Investor Relations Department
Email: ir@farvision.ca

VISIONARY HOLDINGS INC.
("FORMERLY KNOWN AS "VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP, INC.")
CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)

 

VISIONARY HOLDINGS INC.
("FORMERLY KNOWN AS "VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP, INC.")
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
AND COMPREHENSIVE INCOME (LOSS)
(IN U.S. DOLLARS)

 

VISIONARY HOLDINGS INC.
("FORMERLY KNOWN AS "VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP, INC.")
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)

 

 

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SOURCE Visionary Holdings Inc.