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United States securities and exchange commission logo





                              December 20, 2021

       Thomas Traves
       Chief Executive Officer
       Visionary Education Technology Holdings Group Inc.
       200 Town Centre Blvd.
       Suite 408A
       Markham, Ontario, Canada L3R 8G5

                                                        Re: Visionary Education
Technology Holdings Group Inc.
                                                            Draft Registration
Statement on Form F-1
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-1
                                                            Submitted November
23, 2021
                                                            CIK No. 0001892274

       Dear Mr. Traves:

             We have reviewed your draft registration statements and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 Submitted November 23, 2021

       Prospectus Summary
       Our Business, page 1

   1.                                                   We note your disclosure
on page 1 that "while [you] started in the real estate development
                                                        business, [you] ha[ve]
used the profits from those activities to acquire a number of private,
                                                        government licensed
education operations and [are] transitioning into private education
                                                        and ancillary services
as [your] main business segment," your disclosure on page 72 that
                                                        upon incorporation on
August 20, 2013, your "original goal was to develop and operate an
 Thomas Traves
FirstName LastNameThomas    Traves
Visionary Education Technology Holdings Group Inc.
Comapany20,
December   NameVisionary
              2021        Education Technology Holdings Group Inc.
December
Page 2    20, 2021 Page 2
FirstName LastName
         international education platform focused on vocational education based
agricultural
         technology," and your disclosure on page 104 that your "leases and
related revenue are
         ancillary to [y]our principal education business." Please revise your
filing to consistently
         present the evolution of your corporate history and appropriately
characterize your current
         education activities in terms of your revenue when stating it is your
"main business
         segment" or representing that your real estate related revenues are
"ancillary."
Risk Factors, page 16

2.       Please revise this section to include a more robust discussion of the
risks related to your
         real estate operations. In this regard, we only note your risk factor
on page 17, yet 95.3%
         of your revenue for the year ended March 31, 2021 and 68.2% of your
revenue for the
         year ended March 31, 2020 was rent revenue, construction revenue, and
revenue from
         sales of vacant land.
We will need additional capital to fully carry out our proposed expansion
plan..., page 19

3.       We note your disclosure that you estimate you will need financing of
approximately $20
         million to complete your proposed expansion plan for the next twelve
months. Please
         clarify whether that financing is in addition to, or inclusive of, the
funds to be raised in
         this offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 41

4.       We note your disclosure that your primary source of cash is currently
generated from your
         business as well as bank and related party borrowings. Please expand
your discussion to
         provide quantified analysis of the significant drivers behind material
changes and any
         known trends that you reasonably expect will have a material impact on
your revenue,
         income and cash flows. For example, considering that you currently
have an inventory of
         8 vacant lots and you sold 19 of such lots for $6.6 million, which
comprised
         approximately 86% of your total revenue during the fiscal year ended
March 31, 2021,
         please expand your disclosure to describe the expected impacts of your
strategic shift to
         reliance on education programs for future revenue, net income and cash
flows.
Business
Government Support to Education Industry, page 68

5.       Please disclose the support for your statement that "Canada has
continuously grown as
         one of the leading education destinations for international students."
OSSD Revenue and Student Census, page 82

6.       Revise to explain the purpose for including the information you
present under this header,
         considering most of the information pre-dates your ownership of the
schools, you do not
         appear to have a 100% interest in many of these schools, and it's not
clear to what extent
 Thomas Traves
FirstName LastNameThomas    Traves
Visionary Education Technology Holdings Group Inc.
Comapany20,
December   NameVisionary
              2021        Education Technology Holdings Group Inc.
December
Page 3    20, 2021 Page 3
FirstName LastName
         the historical performance of these schools is relevant to an
investor's understanding of
         your business. This comment also applies to the revenue and student
census data you
         provide under the other categories of education you provide.
Max the Mutt College of Animation, Art & Design
Revenue and Student Census, page 89

7.       We note that the revenues during 2020 and 2019 for Max the Mutt as
disclosed in the
         table on page 89 do not agree to those disclosed in the statement of
operations for this
         entity on page F-32. Please reconcile and revise these disclosures.
Government Regulation, page 105

8.       Please revise this section to include more detail regarding the
regulation of your business
         by provincial authorities in Ontario with a view towards giving
investors an idea of the
         impact on your business, such as a discussion of any licensing
requirements or other
         approvals needed to operate. In this regard, we note your statement
that under the
         Canadian Constitution, provincial governments have exclusive
responsibility for all levels
         of education.
Description of Share Capital, page 114

9.       You state that under your bylaws, a quorum for a meeting of
shareholders is met when
         holders of not less than 10% of the shares entitled to vote at the
meeting of shareholders
         are present, but Section 7.8 of your bylaws filed as Exhibit 3.3
provides that the holders of
         a majority of shares entitled to vote at a meeting of shareholders
constitute a quorum.
         Please revise for consistency. In addition, please tell us whether
Section 8 of Schedule A
         to your Articles of Incorporation filed as Exhibit 3.1 includes a
transfer restriction on your
         shares, and if so, disclose such restriction in your filing and
discuss any related risks, such
         as an impact on the liquidity of your shares. Lastly, please provide
the disclosure required
         by Item 10.B.1 and 2 of Form 20-F. Refer to Item 4.a. of Form F-1.
Visionary Education Technology Holdings Group, Inc.
Notes to the Consolidated Financial Statements
Note 12 - Related Party Transactions
(3) Related parties loan receivable, page F-26

10.      We note that the balance of $24,545 in related parties loan
receivable-current as of March
         31, 2020, on page F-3, does not correspond to the $0 balance shown in
note 12 as of the
         same date. Please reconcile and revise these disclosures.
Note 16 - Segment, page F-28

11.      Please revise your segment footnote to disclose the revenues, interest
expense,
         depreciation and amortization expense and income tax expense or
benefit associated with
         each of your segments or explain why you do not believe this is
required. Refer to the
 Thomas Traves
Visionary Education Technology Holdings Group Inc.
December 20, 2021
Page 4
         guidance in ASC 280-10-50-22.
Visionary Education Technology Holdings Group Inc.
Unaudited Pro Forma Consolidated Balance Sheets
Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive
Income, page
F-41

12.      As the disclosure on page F-35 of the Max the Mutt Animation Inc.
financial statements
         indicates that its financial statements were prepared in accordance
with Canadian
         accounting standards for private enterprises, please revise the pro
forma financial
         information to include pro forma adjustments reflecting its results of
operations and
         financial condition in accordance with US GAAP. Alternatively, please
explain why you
         do not believe this is required.
13.      The amount of the loan receivable of $127,232 reflected in the Max the
Mutt Animation
         Inc. column of the pro forma balance sheet does not agree to the
amount in this entity's
         consolidated balance sheet. Also, the amount of the net income
attributable to
         noncontrolling interest in the Max the Mutt Animation Inc. column of
the pro forma
         consolidated statement of operations of $46,789 does not agree to the
amount reflected in
         this entity's statement of operations. Please reconcile and revise
these disclosures
2. Pro Forma Adjustments, page F-44

14.    Please revise the notes to the pro forma financial information to
disclose a purchase price
       allocation which shows the fair value of all consideration to be issued
in the MTM
       Animation acquisition and which shows how the amount allocated to
goodwill and other
       intangible assets was calculated or determined. Also, disclose the
nature and amount of
       any intangible assets that you expect to recognize in connection with
the acquisition and
       the indicate the amortization period over which you expect to amortize
these assets to
       expense. A pro forma adjustment should be included in the pro forma
statement of
       operations reflecting this amortization expense and any related tax
effects.
FirstName LastNameThomas Traves
15.    Please explain in the notes to the pro forma financial information how
you calculated or
Comapany    NameVisionary
       determined             Education
                   the adjustment       Technology
                                    of $620,256       Holdings
                                                 for the       Group Inc.
                                                         noncontrolling
interest recognized in
       connection
December   20, 2021with
                     Pagethe4 MTM Animation acquisition.
FirstName LastName
 Thomas Traves
FirstName LastNameThomas    Traves
Visionary Education Technology Holdings Group Inc.
Comapany20,
December   NameVisionary
              2021        Education Technology Holdings Group Inc.
December
Page 5    20, 2021 Page 5
FirstName LastName
       You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services
cc:      Steven Schuster, Esq.
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