Visionary Holdings (GVHGF) Risk Analysis

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

Ms. Zhou, our founder, majority shareholder, CEO and Chairman of the board of director, controls 46.7% of our voting securities. Ms. Zhou is able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of the Common Shares. This concentration of ownership may not be in the best interests of all of our stockholders. On April 23, 2018, the Guangdong Province Securities Regulatory Bureau, or the Bureau, of China gave a warning and minimal fine to Zhongqing Langdun (Taihu) Educational Culture Technology Co., Ltd. or Langdun China and to Fan Zhou (approximately $14,000) in an administrative proceeding. Langdun China was listed on the National Equities Exchange and Quotation, or the NEEQ, a Chinese over the counter market and had only 12 beneficial shareholders. The Bureau found that (i) Langdun China reported the purchase of certain assets later than was required and (ii) filed audited financial statements for 2014 that overstated its profits and understated certain expenses. The decision was upheld on appeal. Langdun China believed that it justifiably relied on the audited financial statements of China Langdun for 2014, which had been audited by Pan-China Certified Public Accountants LLP, one of the top three domestic accounting firms in China. Fan Zhou was included in the administrative proceeding because she served Langdun China as its Legal Representative (the principal employee who performs duties on behalf of the company in accordance with the law).

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

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: -   the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;-   the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;-   the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and -   the selective disclosure rules by issuers of material nonpublic information under Regulation FD. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

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