UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2024

 

Commission File Number: 001-38245

 

Akso Health Group

(Translation of registrant’s name into English)

 

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,

No. 44, Moscow Road, Qianwan Bonded Port Area,

Qingdao Pilot Free Trade Zone, China (Shandong)

Tel: +86 152 1005 4919

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  Form 40-F  

 

 

 

 

 

 

Interim Financial Statements

 

Akso Health Group (formerly known as Xiaobai Maimai Inc.) is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.

 

This Form 6-K is hereby incorporated by reference into the registration statements of the Company (the “Company”) on Form S-8 (Registration No. 333-223951) and on Form F-3s, as amended (Registration Nos. No. 333-250020 and 333-252434), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Financial Statements and Exhibits.

 

Exhibits.

 

Exhibit No.   Description
99.1   Unaudited Interim Consolidated Financial Statements as of September 30, 2023 and for the Six Months Ended September 30, 2023 and 2022
99.2   Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended September 30, 2023 and 2022
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 3, 2024 Akso Health Group
   
  By: /s/ Yilin Wang
    Name: Yilin Wang
    Title: Chief Executive Officer

 

 

 

2

 

Exhibit 99.1

 

AKSO HEALTH GROUP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars, except for shares)

 

       As of   As of 
       September 30,   March 31, 
   Notes   2023   2023 
       USD   USD 
ASSETS            
             
CURRENT ASSETS:            
Cash and cash equivalents       $9,211,639   $7,924,468 
Accounts receivable, net   4    5,827,917    7,696,983 
Prepayments and other assets   5    613,723    272,129 
Inventories   6    1,227,339    1,686,449 
Current assets held for sale - discontinued operation   3    
    1,351,352 
Loan receivable - current   7    
    1,528,918 
TOTAL CURRENT ASSETS        16,880,618    20,460,299 
TOTAL ASSETS       $16,880,618   $20,460,299 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
CURRENT LIABILITIES:               
Accrued expenses and other current liabilities   9    1,004,151    938,767 
Short-term loan-third parties   10    350,000    
 
Contract liabilities        415,020    194,376 
Taxes payable   12    93,822    96,005 
Amount due to related parties   10    9,686,152    9,686,152 
Current liabilities held for sale - discontinued operation   3    
    705,483 
TOTAL CURRENT LIABILITIES        11,549,145    11,620,783 
TOTAL LIABILITIES        11,549,145    11,620,783 
                
COMMITMENTS AND CONTINGENCIES        
 
    
 
 
                
SHAREHOLDERS’ EQUITY:               
Ordinary share ($0.0001 par value, 500,000,000 shares authorized, 69,763,933 and 69,763,933 shares issued, 68,598,050 and 68,598,050 shares outstanding as of September 30, 2023 and March 31, 2023, respectively)   17    6,977    6,977 
Additional paid-in capital        71,021,898    71,021,898 
Treasury stock (1,165,883 shares as of September 30, 2023 and March 31, 2023, respectively)        (3,988,370)   (3,988,370)
Accumulated deficit        (57,925,257)   (54,467,600)
Accumulated other comprehensive loss        (3,891,840)   (3,847,601)
TOTAL SHAREHOLDERS’ EQUITY        5,223,408    8,725,304 
Non-controlling interest   2    108,065    114,212 
TOTAL EQUITY        5,331,473    8,839,516 
                
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY       $16,880,618   $20,460,299 

 

See notes to the unaudited condensed consolidated financial statements

 

 

 

 

AKSO HEALTH GROUP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

(Expressed in U.S. dollars, except for shares)

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
REVENUES        
Sale of medical devices  $894,768   $11,858,313 
Tax and surcharges   (1,185)   (1,231)
Net Revenues   893,583    11,857,082 
           
Cost of goods sold   854,753    10,731,201 
           
Gross Profit   38,830    1,125,881 
           
OPERATING EXPENSE          
Sales and marketing   
    100,255 
General and administrative   2,354,678    1,245,786 
Total Operating Expenses   2,354,678    1,346,041 
           
LOSS FROM CONTINUING OPERATIONS   (2,315,848)   (220,160)
           
OTHER INCOME (EXPENSE)          
Other income   9,508    384,148 
Other expense   (85,759)   (233,345)
Exchange (loss) gain   (646,569)   1,727,968 
Total Other (Expense) Income, net   (722,820)   1,878,771 
           
(LOSS) INCOME FROM CONTINUING OPERATION BEFORE INCOME TAXES   (3,038,668)   1,658,611 
           
PROVISION FOR INCOME TAXES   24,869    11,746 
           
NET  (LOSS) INCOME FROM CONTINUING OPERATION   (3,063,537)   1,646,865 
Net loss from discontinued operations, net of income taxes   (3,905)   (820,429)
Loss from disposal of discontinued operations, net of income taxes   (389,576)   
 
Total loss from discontinued operations   (393,481)   (820,429)
NET (LOSS) INCOME   (3,457,018)   826,436 
Less: net income attributable to non-controlling interest   639    16,098 
NET (LOSS) INCOME ATTRIBUTABLE TO AKSO’S SHAREHOLDERS   (3,457,657)   810,338 
           
NET (LOSS) INCOME   

(3,457,018

)   

826,436

 
OTHER COMPREHENSIVE (LOSS) INCOME          
Foreign currency translation adjustment   (51,025)   (3,181,964)
           
COMPREHENSIVE (LOSS)   (3,508,043)   (2,355,528)
Less: comprehensive (loss) income attributable to non-controlling interest   (6,147)   

15,233

COMPREHENSIVE LOSS ATTRIBUTABLE TO AKSO’S SHAREHOLDERS  $(3,501,896)  $(2,370,761)
           
Net income (loss) per share          
Basic  $(0.05)  $0.01 
Diluted  $(0.05)  $0.01 
           
Weighted average shares          
Basic   68,598,050    68,598,050 
Diluted   68,598,050    68,598,050 

 

See notes to the unaudited condensed consolidated financial statements

 

2

 

 

AKSO HEALTH GROUP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Expressed in U.S. dollars, except share data)

 

                           Accumulated         
                           Other         
   Ordinary Shares   Additional   Treasury stock   Retained   Comprehensive   Non-     
   Number of       Paid-in   Number of       Earnings   income(loss)   controlling     
   Shares   Amount   Capital   Shares   Amount   (Deficit)   (Loss)   interest   Total 
       USD   USD       USD   USD   USD   USD   USD 
April 1, 2022   69,763,933   $6,977   $71,021,898    (1,165,883)  $(3,988,370)  $(53,107,676   $(1,649,223)  $1,976   $12,285,582 
Net income for the period       
    
        
    810,338    
    16,098    826,436 
Foreign currency translation adjustment       
    
        
    
    (3,181,099)   (865)   (3,181,964)
                                              
September 30, 2022   69,763,933   $6,977   $71,021,898    (1,165,883)  $(3,988,370)  $(52,297,338)  $(4,830,322)  $17,209   $9,930,054 
                                              
April 1, 2023   69,763,933   $6,977   $71,021,898    (1,165,883)  $(3,988,370)  $(54,467,600)  $(3,847,601)  $114,212   $8,839,516 
Net (loss) income for the period       
    
        
    (3,457,657)   
    639    (3,457,018)
Foreign currency translation adjustment       
    
        
    
    (44,239)   (6,786)   (51,025)
                                              
September 30, 2023   69,763,933   $6,977   $71,021,898    (1,165,883)  $(3,988,370)  $(57,925,257)  $(3,891,840)  $108,065   $5,331,473 

 

See notes to the unaudited condensed consolidated financial statements

 

3

 

 

AKSO HEALTH GROUP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars, except share data)

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss) from continuing operation  $(3,063,537)  $1,646,865 
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:          
Loss from disposal of discontinued operations   389,576    
 
Provision for doubtful accounts   1,541,880    
 
Accounts receivable   327,186    (7,914,232)
Prepayments and other assets   (341,594)   (205,374)
Inventories   459,110    6,896,267 
Accrued expenses and other current liabilities   65,384    212,732
Contract liabilities   220,644    
 
Taxes payable   (2,183)   (95,754)
)Net cash (used in) provided by continuing operations   (403,534)   540,504 
Net cash provided by (used in) discontinued operations   645,869    (1,874,620)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES   242,335    (1,334,116)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash received from loan repayments   1,528,918    20,000,000 
Net cash provided by continuing operations   1,528,918    20,000,000 
Net cash provided by discontinued operations   
    
 
NET CASH PROVIDED BY INVESTING ACTIVITIES   1,528,918    20,000,000 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayments of loans due to related parties   
    (27,513,849)
Loan from third parties   350,000    
 
Net cash provided by (used in) continuing operations   350,000    (27,513,849)
Net cash provided by (used in) discontinued operations   
    
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   350,000    (27,513,849)
           
EFFECT OF EXCHANGE RATE CHANGE ON CASH   185,605    (3,086,796)
           
NET INCREASE(DECREASE) IN CASH   2,306,858    (11,934,761)
           
CASH AND CASH EQUIVALENTS - beginning of period   7,924,468    21,925,322 
CASH AND CASH EQUIVALENTS - end of period  $10,231,326   $9,990,561 
Less: cash and cash equivalents of discontinued operations at end of period   1,019,687    1,387,425 
Cash and cash equivalents of continuing operations, at end of period   9,211,639    8,603,136 

 

See notes to the unaudited condensed consolidated financial statements

 

4

 

 

AKSO HEALTH GROUP AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 – BUSINESS DESCRIPTION

 

Organization and description of business

 

Akso Health Group, formerly known as Xiaobai Maimai Inc., is a limited company incorporated under the laws of the Cayman Islands on April 25, 2016. Akso Health Group (“Akso Health”), its subsidiaries, and consolidated variable interest entities (“VIEs”) (collectively the “Company”), previously operated an online Peer to Peer (“P2P”) marketplace business and micro-lending business in the People’s Republic of China (the “PRC”). Since May 2019, the Company has ceased to issue new loans through its micro-lending business and since October 2019, the Company has ceased to conduct its P2P business. On December 30, 2020, the Company completed the disposition transaction of its P2P business.

 

In May 2020, the Company launched its social e-commerce platform to offer high-quality and affordable branded products through collaboration with online and offline merchants. In addition, the Company is in the process of developing a new business as a cancer therapy and radiotherapy oncology service provider with operations in the U.S. The Company plans to open 2 vaccine research centers and 100 radiation oncology centers to be located on the east coast serving cancer patients in need of varying stages of treatment, including specialized radiation therapy centers for radiotherapy (RT), personalized consultation, conventional treatment planning, and other cancer related treatment services. On December 3, 2021, the shareholders approved the Company’s plan to change its name to “Akso Health Group”. In January 2022, three centers were established in US and the Company started its business of sales of medical devices in US market. In April 2022, the Company started its sales of medical devices in China market through its subsidiary Qingdao Akso Health Management Co., Ltd. In May 2023, the Company disposed its social E-commerce business and would focus on healthcare business in the future.

 

As of September 30, 2023, the Company’s principal subsidiaries are as follows:

 

   Date of         
   incorporation /  Place of  Percentage of   
   acquisition  incorporation  legal ownership  Principal activities
Wholly owned subsidiaries            
We Health Limited (“We Health”)  July 8, 2021  New York  100%  Investment holding
We Healthy Limited (“We Healthy”)  December 15, 2021  Hong Kong  51%  Investment holding
Akso Remote Medical Consultation Center Inc. (“Akso Remote Medical”)  January 3, 2022  Wyoming  100%  Provision of health treatment services
Akso Online MediTech Co., Ltd.(“Akso Online MediTech”)  January 4, 2022  Wyoming  100%  Sales of medical devices
Akso First Health Treatment Center Inc. (“Akso First Health”)  January 4, 2022  Massachusetts  100%  Provision of health treatment services
Qindao Akso Health Management Co., Limited (“Qingdao Akso”)  January 26, 2022  PRC  51%  Provision of health treatment services

 

5

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The results of operations for the six months ended September 30, 2023 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2023. Certain prior year balances in the consolidated statements of operations and comprehensive (loss) and cash flows have been reclassified to the current year’s presentation.

 

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

 

Basis of consolidation

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, its consolidated VIEs and VIE’s subsidiaries for which the Company is the primary beneficiary. All inter-company transactions and balances have been eliminated upon consolidation.

 

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented. Assets and liabilities of the social E-commerce business were reclassified separately from other assets and liabilities of the Company on the consolidated balance sheets. Refer to Note 1 and Note 3.

 

Consolidated VIEs

 

VIE arrangements

 

In order to comply with the PRC laws and regulations which prohibit or restrict foreign investments into companies involved in restricted businesses, the Company operates its marketplace and restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Company or onshore nominees of the Company (“Nominee Shareholders”). The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements cannot be unilaterally terminated by the Nominee Shareholders or the PRC domestic companies. As a result, the Company maintains the ability to control these PRC domestic companies and is entitled to substantially all of the economic benefits from these PRC domestic companies. Management concluded that these PRC domestic companies are VIEs of the Company, of which the Company is the ultimate primary beneficiary. As such, the Company consolidated financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. The principal terms of the agreements entered into amongst the VIEs, their respective shareholders and the WFOE are further described below.

 

Exclusive Business Cooperation Agreements

 

The Exclusive Business Cooperation Agreements enable the WOFE to receive substantially all of the assets and business of the VIEs in the PRC. Under these Agreements, the WOFE has the exclusive right to provide the VIEs with comprehensive technical support, consulting services and other services during the term of these Agreements, including but not limited to software licensing; development, maintenance and update of software, network systems, hardware and database; technical support and training for employees; consultancy on technology and market information; business management consultation; marketing and promotion services, etc. The WOFE has the right to determine the fees associated with the services it provides based on the technical difficulty and complexity of the services, the actual labor costs it incurs for providing the services and some other factors during the relevant period. This Agreements remain effective unless otherwise terminated in writing by WOFE.

 

Equity Interest Pledge Agreements

 

Pursuant to the Equity Interest Pledge Agreements, each Shareholder of the VIEs agreed to pledge their equity interest in the VIEs to the WOFE to secure the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements and any such agreements to be entered into in the future. Shareholders of the VIEs agreed not to transfer, sell, pledge, dispose of or otherwise create any encumbrance on their equity interests in the VIEs without the prior written consent of the WOFE. The Pledges became effective on such date when the pledge of the Equity Interest contemplated herein were registered with the relevant administration for industry and commerce (the “AIC”) and remain effective until all contract obligations have been fully performed and all secured indebtedness has been fully paid.

 

6

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Basis of consolidation - continued

 

Consolidated VIEs (Continued)

 

Exclusive Option Agreements

 

Pursuant to the Exclusive Option Agreements, each of the Shareholders of the VIE irrevocably grant the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons (including individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations) to purchase the equity interests in the VIEs then held by such Shareholder of the VIEs once or at multiple times at any time in part or in whole at the WOFE’s sole and absolute discretion to the extent permitted by Chinese laws at the price of RMB 1 or at the price of the minimum amount of consideration permitted by the applicable PRC law at the time when such purchase occurs. These three Agreements remain effective until all equity interests held by the shareholders of the VIEs in the VIEs have been transferred or assigned to the WOFE and/or its designees.

 

Loan Agreements

 

Pursuant to the three Loan Agreements, the WOFE agreed to lend each of the Shareholders of VIEs a loan only to subscribe to the registered capital of the VIEs. The repayment of the loan shall be made by permitting the WOFE to execute its exclusive right to purchase shares from the shareholders of the VIEs under the Exclusive Option Agreement as the repayment is equivalent to the consideration of the purchased shares. The term of these loans is 10 years, which may be extended upon mutual written consent of all parties.

 

Power of Attorney

 

Each Shareholder of the VIEs, executed a Power of Attorney agreement with the WOFE and the VIEs, whereby Shareholders of the VIEs irrevocably appoint and constitute the WOFE as their attorney-in-fact to exercise on the shareholders’ behalf any and all rights that Shareholders of the VIEs have in respect of their equity interests in the VIEs. These three Power of Attorney documents remain irrevocable and continuously effective and valid as long as the original shareholders of the VIEs remain as the Shareholders of the VIEs.

 

Risks in relation to the VIE structure

 

The Company believes that the contractual arrangements with its VIEs and their respective shareholders are in compliance with the PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of the PRC laws and regulations, the PRC government could:

 

revoke the business and operating licenses of the Company’s PRC subsidiary and VIEs;

 

discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and VIEs;

 

limit the Company’s business expansion in the PRC by way of entering into contractual arrangements;

 

impose fines or other requirements with which the Company’s PRC subsidiary and VIEs may not be able to comply;

 

require the Company or the Company’s PRC subsidiary and VIEs to restructure the relevant ownership structure or operations; and/or

 

restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance the Company’s business and operations in the PRC.

 

The Company’s ability to conduct its Online Marketplace business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and their respective shareholders and it may lose the ability to receive economic benefits from the VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and VIEs.

 

7

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Basis of consolidation - continued

 

Consolidated VIEs (Continued)

 

The interests of the shareholders of VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the VIEs will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of the VIEs may encounter in their capacity as beneficial owners and directors of the VIEs, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of VIEs will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of the VIEs should they act to the detriment of the Company. The Company relies on certain current shareholders of the VIEs to fulfill their fiduciary duties and abide by laws of the PRC and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of the VIEs, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

 

In May 2023, the Company completed the disposal of its social E-commerce business, which was operated by the consolidated VIEs. As a result, the following financial statement amounts and balances of the consolidated VIEs were included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income and assets/liabilities held for sale in consolidated balance sheet.

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Current Assets:        
Cash and cash equivalents   
       —
    678,691 
Accounts receivable, net   
    10,062 
Prepayments and other assets   
    43,779 
Amounts due from related parties   
    26,206,288 
Total Current Assets   
    26,938,820 
Property, equipment and software, net   
    28,698 
Total Assets   
    26,967,518 
           
Current Liabilities          
Accrued expenses and other current liabilities   
    32,430 
Taxes payable   
    (12,624)
Total Current Liabilities   
    19,806 
Total Liabilities   
    19,806 

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net revenues   698    17,710 
Net loss   3,905    (281,150)

 

   For Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net cash provided by (used in) operating activities   
    (295,448)
Net cash provided by (used in) investing activities   
    
 
Net cash provided by (used in) financing activities   
    (1,263,206)

 

8

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Uses of estimates

 

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable valuation allowance for deferred tax assets, valuation of share-based compensation and allowance for loans receivable and other receivable.

 

Fair value of financial instruments

 

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.

 

The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the periods ended September 30, 2023 and March 31, 2023.

 

Discontinued Operations

 

A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. Included in the consolidated statements of operations and comprehensive (loss) income, result from discontinued operations have been reported separately from the income and expenses from continuing operations and prior periods have been presented on a reclassified comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations.

 

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.

 

9

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue recognition

 

In February 2022, the Company started its business in the US market for the sale of medical devices. In May 2020, the Company launched its social E-commerce platform and built collaboration with domestic mainstream E-commerce marketplaces. The Company provides recommendation services by referring certain interested users to those marketplaces for high-quality and affordable branded products. Prior to business transformation, the Company through its P2P business offered online consumer lending-related service in fiscal year 2020, which was discontinued in fiscal year 2021 and disposed on December 30, 2020. In May 2023, the Company disposed its social E-commerce business The Company presents value added taxes (“VAT”) as a reduction of revenues.

 

Revenues generated are accounted under Accounting Standards Update (ASU) 2014-09, “Revenue from contracts with Customers” (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

 

Step 1: Identify the contract (s) with a customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

 

Online marketplace services

 

Commission revenue

 

The commission services revenue primarily consists of commission fees charged to the online E-commerce marketplace for recommending users to purchase on their marketplaces, where the Company generally is acting as an agent and its performance obligation is to provide recommendation services for purchasing specified goods or services by those third-party sellers, is not responsible for fulfilling the promise to provide the specified goods or services, and does not have the ability to control the related shipping services when utilized by the third-party sellers. Upon successful sales, the Company will charge the online E-commerce companies a negotiated amount or a fixed rate commission fee based on the sales amount. Commission services revenues are recognized on a net basis at the point of receipt of products, net of a return allowance and incentives to consumers or channels.

 

In order to promote its online marketplace and attract more registered consumers, the Company at its own discretion offers incentives to consumers. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered payments to customers. Such incentives offered to consumers were as a reward for purchasing by themselves or their sharing through our platform. Incentives provided to consumers are specific to any merchant and are recognized as a reduction of commission service revenue. For the six months ended September 30, 2023 and 2022, the total amount of incentives was nil and US$16,152, respectively, which was included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income.

 

10

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue recognition - continued

 

Sales of medical devices

 

Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in US market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

 

Since April 2022, through its subsidiary Qingdao Akso engaged in the sales of medical devices such as cardioverter-defibrillators and anesthesia laryngoscope in the market of China. Qingdao Akso purchased devices in quantity and distributes products primarily to medical products dealers or end-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

 

Disaggregation of revenue

 

For the six months ended September 30, 2023, all of the Company’s revenue was generated from the PRC and for the six months ended September 30, 2022, the Company’s revenue were generated from US and PRC. The following table illustrates the disaggregation of revenue:

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Revenue        
Revenue from medical devices   894,768    11,858,313 
Total revenues   894,768    11,858,313 
Tax and surcharges   (1,185)   (1,231)
Net Revenues   893,583    11,857,082 

 

Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand, unrestricted demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

 

11

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Accounts receivable and allowance for uncollectible accounts

 

Accounts receivable are mainly receivables from sales of medical devices business, which are stated at the historical carrying amount net of allowance for uncollectible accounts. The Company establishes an allowance for uncollectible accounts receivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that is not probable for the balance to be collected. Beginning on April 1, 2020, the Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Companys receivables within the scope of expected credit losses model and use these as a basis to develop the Companys expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes a specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. As of September 30, 2023 and March 31, 2023, the allowance for uncollectible accounts receivable balance was US$ 1,942,639 and US$ 400,759, respectively.

 

Inventories

 

Inventories are comprised of finished goods, which are defibrillators and anesthesia laryngoscope, and are stated at the lower of cost or net realizable value using first in first out (FIFO) method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of September 30, 2023 and March 31, 2023, the Company determined that no allowance was necessary.

 

Contract liabilities

 

Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.

 

Impairment of long-lived assets

 

The carrying value of the long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment loss was recognized for the six months ended September 30, 2023 and 2022.

 

Advertising and promotion expenses

 

The Company recognizes its advertising and promotion expenses as sales and marketing expense. Advertising expenses represent expenses for placing advertisements on television, radio and in newspapers, as well as on internet websites and search engines. Advertising and promotion cost are expensed as incurred. For the six months ended September 30, 2023 and 2022, the advertising and promotion expense was nil and US$ 100,255, respectively.

 

12

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Lease

 

Upon the adoption of FASB ASC 842 on April 1, 2019 using the modified retrospective method, the Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, in the Company’s consolidated balance sheets. The Company does not have any finance leases as of the adoption date or September 30, 2023.

 

ROU represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.

 

For operating lease with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its consolidated balance sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and comprehensive (loss). The Company has operating lease agreements with insignificant non-lease components and have elected the practical expedient to combine and account for lease and non-lease components as single lease component.

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (Note 16).

 

13

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Treasury stock

 

Treasury stock represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired shares are recorded as treasury stock. The cost of treasury stock is transferred to “additional paid-in capital” when it is re-issued for the purpose of share options exercised and share awards.

 

Income taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

The Company accounts for income tax under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Under this method, deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. A valuation allowance is established against net deferred tax assets when it is more likely that some portion or all of the net deferred tax asset will not be realized. For the six months ended September 30, 2023 and 2022, the Company provided a full valuation allowance on the net deferred tax assets.

 

The Company may be subject to challenges from taxing authorities regarding the amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions. Management determines whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2023 and March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company does not believe that its unrecognized tax benefits will change over the next twelve months.

 

14

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Noncontrolling interests

 

Noncontrolling interest consists of 49% of the equity interest of We Healthy held by other investors. Excess of contribution received from noncontrolling shareholders over carrying value of the entity is recorded in additional paid in capital. The noncontrolling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.

 

Noncontrolling interest consist of the following:

 

   September 30,   March 31, 
   2023   2023 
   USD   USD 
We Healthy   108,065    114,212 

 

Earnings (loss) per share

 

The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires public companies with capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) attributed to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Foreign currency translation

 

The reporting currency of the Company is the U.S. Dollar. The Company’s subsidiaries with operations in mainland China, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), and the United States generally use their respective local currencies as their functional currencies. The Company’s financial statements have been translated into the reporting currency. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average exchange rate during the reporting period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss). Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in “other income (expense)” in the consolidated statements of operations and comprehensive income. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that any RMB amounts could have been, or could be, converted, realized or settled into USD at the rates used in translation.

 

Spot exchange rates and average exchange rates were used in the translation of the condensed consolidated financial statements.

 

   For the Six Months Ended
September 30,
 
   2023   2022 
US Exchange Rate        
Period-end RMB   7.2960    7.1135 
Period average RMB   7.1287    6.7312 

 

15

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Significant risks and uncertainties

 

Foreign currency risk

 

RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Company’s cash and cash equivalents denominated in RMB amounted to US$ 9,153,688 and US$7,876,767 as of September 30, 2023 and March 31, 2023, respectively.

 

Concentration of credit risk

 

Financial instruments that potentially expose the Company to significant concentration of credit risk primarily included in the financial lines of cash and cash equivalents, accounts receivable, loan receivables, other receivables and prepayments and other assets. As of September 30, 2023, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located worldwide, including mainland China and Unite State. According to the China Bank Deposit Insurance Ordinance, the deposits at each bank is covered by insurance with an upper limit of RMB 500,000 (approximately US$68,531) at each bank. As of September 30, 2023, the total amount not covered by issuance in the PRC was US$ 9,085,157. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of September 30, 2023, no cash balance maintained at financial institutions in Hong Kong was subject to credit risk. In the US, the insurance coverage of each bank is $250,000. As of September 30, 2023, no cash balance maintained at financial institutions in US was subject to credit risk. If the financial institutions could become insolvent, the Company could lose some or all of the value of its investments. To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent deposits with large financial institutions which management believes are of high credit quality and management also continually monitors the financial institutions’ credit worthiness.

 

Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.

 

Customer concentration risk

 

For the six months ended September 30, 2023, two customers accounted for 57.8% and 30.7% of the Company’s total revenues. For the six months ended September 30, 2022, three customers accounted for 62.8%, 11.3% and 10.3% of the Company’s total revenues. As of September 30, 2023, two customers accounted for 83.1% and 16.9% of the Company’s accounts receivable. As of March 31, 2023, two customers accounted for 82.5% and 16.5% of the Company’s carrying amount of accounts receivable.

 

Vendor concentration risk

 

For the six months ended September 30, 2023, one vendor accounted for 100% of the Company’s purchase of medical devices business. For the six months ended September 30, 2022, one vendor accounted for 100% of the Company’s purchase of medical devices business started in April 2022.There was no vendor of the Company that accounted for greater than 10% of the Company’s carrying amount of accounts payable as of September 30,2023 and March 31, 2023.

 

16

 

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Significant risks and uncertainties – continued

 

Recent Accounting Pronouncements

 

There are no recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss (income) and consolidated statements of cash flows.

 

Note 3 – DISCONTINUED OPERATION

 

On December 16, 2020, Beijing Hexin Yongheng Technology Development Co., Ltd. (“Hexin Yongheng”), a wholly-owned subsidiary of the Company, Kuaishangche Automobile Leasing Co., Ltd. (“Kuaishangche”), a company not directly associated with the Company, Hexin E-Commerce Company Limited (“Hexin E-Commerce”), and individual shareholders of Hexin E-Commerce entered into an assignment and assumption agreement (the “Agreement”). Pursuant to the Agreement, Hexin Yongheng agreed to assign and transfer to Kuaishangche the control over Hexin E-Commerce, in exchange for cash consideration of RMB 5 million (US$726,781) (the “Disposition”). Upon the closing of the Disposition, Kuaishangche will become the primary beneficiary of and have control of Hexin E-Commerce, and as a result, assume all assets and liabilities of Hexin E-Commerce and subsidiaries owned or controlled by Hexin E-Commerce, excluding any rights, titles, interests or claims that Hexin E-Commerce may have in Wusu Hexin Yongheng Commercial and Trading Co., Ltd. (“Wusu Company”), shall remain as a consolidated variable interest entity of the Company. As a result of the Disposition, the Company will cease to conduct its P2P business and focus on developing and investing resources into its social e-commerce platform, Xaobai Maimai.

 

On May 10, 2023, Akso Health Group (the “Company” or the “Seller”), HX Asia Investment Limited, a British Virgin Islands company (“HX Asia”), HX China Investment Limited, a British Virgin Islands company (“HX China”), and Hexindai Hong Kong Limited, a Hong Kong company (“Hexindai” and together with HX Asia and HX China, the “Targets”), and Umbrella Capital Investment Co., Ltd, a British Virgin Islands company which is not affiliate of the Company of any of its directors or officers (the “Purchaser”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets in exchange for cash consideration of US$215,000 (the “Purchase Price”). On May 19, 2023, the disposal was completed. As a result of the Disposition, the Company will cease to conduct its social E-commerce business and focus on developing and investing resources into its medical devices business.

 

The discontinued operation represents a strategic shift that has a major effect on the Company’s operations and financial results, which triggers discontinued operations accounting in accordance with FASB ASC 205-20-45. The assets and liabilities related to the discontinued operations are classified as assets/liabilities of discontinued operations as of March 31, 2023, while results of operations related to the discontinued operations for the six months ended September 30, 2023 and 2022, were reported as income (loss) from discontinued operations.

 

The results of discontinued operations for the six months ended September 30, 2023 and 2022 are as follows:

 

   For the six months ended
September 31,
 
   2023   2022 
   USD   USD 
Net Revenues   698    15,339 
Operating costs and expenses   4,575    845,369 
Loss from discontinued operations   (3,877)   (830,030)
Other income (expense), net   (28)   9,601 
Loss before tax   (3,905)   (820,429)
Income tax provision   
    
 
Net loss from discontinued operations, net of tax   (3,905)   (820,429)
Loss on sale of discontinued operations, net of taxes   (389,576)   
 
Net loss from disposition subsidiaries   (393,481)   (820,429)

 

Assets and liabilities of the discontinued operations are as follows:

 

   March 31,
2023
 
   USD 
Cash and cash equivalents   1,268,235 
Accounts receivable, net   10,062 
Prepayments and other assets   44,004 
Property, plant and equipment, net   29,051 
Current assets held for sale-discontinued operation   1,351,352 
      
Accrued expenses and other current liabilities   737,693 
Taxes    32,210 
Total liabilities of Discontinued Operations   705,483 

 

17

 

 

Note 3 – DISCONTINUED OPERATION (Continued)

 

The calculation of Loss on sale of discontinued operation, net of taxes are as below: 

 

   May 19,
2023
 
   US$ 
Cash and cash equivalents   1,019,687 
Accounts receivable, net   9,410 
Prepayments and other assets   238,524 
Property, plant and equipment, net   24,739 
Account payable   (655,773)
Accrued expenses and other current liabilities   (32,011)
Net assets   604,576 
Fair value of the consideration   215,000 
Loss on sale of discontinued operations, net of taxes   (389,576)

 

Note 4 – ACCOUNTS RECEIVABLE, NET

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Accounts receivable   7,770,556    8,097,742 
Allowance for uncollectible accounts receivable   (1,942,639)   (400,759)
Accounts receivable, net   5,827,917    7,696,983 

 

 

Note 5 – PREPAYMENTS AND OTHER ASSETS

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Deposit   51,809    
 
Prepayments to suppliers and others   561,914    272,129 
Total prepayments and other assets   613,723    272,129 

 

Note 6 – INVENTORIES

 

As of September 30 and March 31, 2023, inventory consisted of finished goods, which were medical devices such as cardioverter-defibrillators and anesthesia laryngoscope, valued at US$ 1,227,339 and US$1,686,449, respectively. The Company constantly monitors its potential obsolete products. Any loss on damaged items is immaterial and will be recognized immediately. As a result, no reserves were made for inventory as of September 30 and March 31, 2023, respectively.

 

Note 7 – LOAN RECEIVABLES

 

   As of   As of 
   September 30,
2023
   March 31,
 2023
 
   USD   USD 
         
Loan receivables   
    1,528,918 
Allowance for uncollectible loan receivables   
    
 
Loan receivables, net   
    1,528,918 
Loan receivables – current   
    1,528,918 
Loan receivables – non-current   
    
 

 

In March 2023, the Company lent a total of US$1.5 million (RMB10.5 million) to two third party companies. The loan term for each loan was one year with an annual interest of 2%. In July 2023, the Company received the total loan principle and all accrued interests from the two third party companies.

 

18

 

 

Note 8 – RIGHT OF USE LEASE ASSETS

 

The Company had several operating leases for offices in the PRC. The related lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

Effective April 1, 2019, the Company adopted the new lease accounting standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its consolidated financial statements. In addition, the Company elected the package of practical expedients, which allowed the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company combines the lease and non-lease components in determining the ROU assets and the related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed below and had no impact on our deficit as of March 31, 2020. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

 

The Company’s operating leases primarily include leases for office space. The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the consolidated balance sheets. For operating lease with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its consolidated balance sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. As of September 30 2023, the Company leased premises and warehouse from third parties for free of charge.

 

Note 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Accrued payroll and benefits   817,045    588,342 
Professional fees and other accrued expenses   715    245,340 
Interest payable   186,391    105,085 
    1,004,151    938,767 

 

19

 

 

Note 10 – SHORT-TERM LOAN – THIRD PARTIES

 

From April to July 2023, the Company through its subsidiary, Akso Online Meditech Co., Ltd. entered into three loan agreements with a third party to borrow a total of US$350,000 with an annual interest of 5%. The loan terms were one year for each of the loans.

 

Note 11 – RELATED PARTY BALANCES AND TRANSACTIONS

 

On August 26, 2021, the Company entered into a loan agreement with Webao Limited, the majority shareholder of the Company, for a loan of US$2.0 million with a 0% annual interest rate. The loan term is 1 year. On August 26, 2022, both the Company and Webao Limited entered into a Deferred Repayment Agreement to extend the loan term one more year to August 27, 2023 and the annual interest rate remained 0%. As of September 30, 2023 and March 31, 2023, the balance of amount due to related parties was US$2,000,000.

 

On January 24, 2022, the Company entered into a loan agreement with SOS Information Technology New York, Inc. (“SOS NY”), one of our senior management was the related party of SOS Limited, for a loan of US$35,200,000 with a 2% annual interest rate. The loan term was 1 year. On July 27, 2022, the Company and SOS NY entered into an amendment and supplemental agreement to the loan agreement, pursuant to which the Company shall make a repayment in advance to SOS NY of US$27,513,849 of the principal amount together with all accrued but unpaid interest of US$358,751. The Company made a payment of US$27,872,600 for the above principal and interest on July 28, 2022. In January 2023, the loan term was extended one more year to January 2024. As of September 30, 2023, the outstanding balance of unpaid principal and interest was US$7,686,151 and US$186,391.

 

Note 12 – EMPLOYEE BENEFITS

 

The Company has made the required employee benefit contributions in accordance with relevant rules and regulations in the PRC. Such contributions include funding for retirement insurance, unemployment insurance, medical insurance, work injury insurance and maternity insurance. The Company recorded the contributions in salary and employee charges at specified percentages of the salaries, bonuses and certain allowances of its employees, up to a maximum amount specified by the local government. The contributions made by the Company were US$ 3,020 and US$ 1,330 for the six months ended September 30, 2023 and 2022, respectively.

 

Note 13 – TAXES PAYABLE

 

   As of
September 30,
 2023
   As of
March 31,
 2023
 
   USD   USD 
Income taxes payable   93,822    95,888 
Other taxes payable   
    117 
Total taxes payable   93,822    96,005 

 

20

 

 

Note 14 – INCOME TAXES

 

Cayman Islands

 

Akso Health was incorporated in the Cayman Islands and is not subject to income taxes or capital gain under current laws of Cayman Islands.

 

Hong Kong

 

HK Hexindai and We Healthy Limited are investment holding companies registered in Hong Kong and exempted from income tax on its foreign-derived income.

 

United States

 

The Company’s subsidiaries established in the U.S. are incorporated in the U.S. and is subject to both federal and state income taxes for its business operation in the U.S. The applicable tax rate is 21% for federal, 6.5% for We Health established in New York, 0% for Akso Remote Medical and Akso Online MediTech established in Wyoming and 8% for Akso First Health established in Massachusetts. For the six months ended September 30, 2023, the Company had no taxable income in US.

 

PRC

 

The Company’s subsidiaries and VIEs established in the PRC are subject to the PRC statutory income tax rate of 25%, according to the PRC Enterprise Income Tax (“EIT”) law.

 

Note 15 – EARNINGS (LOSS) PER SHARE (“EPS” or “LPS”)

 

Basic EPS or LPS is the amount of net earnings available to each share of ordinary shares outstanding during the reporting period. Diluted EPS is the amount of net earnings available to each share of ordinary shares outstanding during the reporting period adjusted to include the effect of potentially dilutive ordinary shares. The following table details the outstanding shares for basic and diluted net earnings per share:

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Numerator:        
Net (loss) income attributable to Akso Health Group’s shareholders   (3,457,657)   810,338 
           
Denominator:          
Weighted average number of ordinary shares outstanding-basic   68,598,050    68,598,050 
Weighted average number of dilutive potential ordinary shares from share options   
    
 
Weighted average number of ordinary shares outstanding-diluted   68,598,050    68,598,050 
Basic (loss) earnings per common share   (0.05)   0.01 
Diluted (loss) earnings per common share   (0.05)   0.01 

 

21

 

 

Note 16 – SHAREHOLDERS’ EQUITY

 

Akso Health was established under the laws of the Cayman Islands on April 25, 2016. The authorized number of ordinary shares is 500,000,000 shares with par value of US$0.0001 each. As of September 30, 2023 and March 31, 2023, 68,598,050 and 68,598,050 ordinary shares, respectively, were outstanding. On August 24, 2020, the Company amended the ratio of ADS representing its ordinary shares from one (1) ADS representing one (1) ordinary share to one (1) ADS representing three (3) ordinary shares. The change in the ADS ratio has the same effect as a one-for-three reverse ADS split. There was no change to our ordinary shares in connection with the change of the ADS ratio.

 

Private Placement

 

On August 9, 2021, the Company entered into a certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” pursuant to which the Company agreed to sell an aggregate of 6,340,000 units at a price of US$1.58 per unit, each unit consisting of three ordinary shares of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase three Shares with an initial exercise price of US$3.00, for an aggregate purchase price of approximately US$10.02 million (the “Offering”). On September 17, 2021, the transaction contemplated by the SPA was consummated when all the closing conditions of the SPA were satisfied. The net proceeds of approximately US$10.0 million from such Offering will be used by the Company for working capital and general corporate purposes.

 

The Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $3.00, or for cash (the “Warrant Shares”). The Warrants may also be exercised on a cashless basis if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions.

 

Warrants

 

The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815-40. The Company’s management has examined the warrants and determined that these warrants qualify for equity treatment in the Company’s financial statements.

 

As of September 30, 2023, the Company had 6,340,000 warrants outstanding to purchase 19,020,000 ordinary shares with weighted average exercise price of US$3.0 per warrant and remaining contractual lives of 3.0 year.

 

Following is a summary of the status of warrants outstanding and exercisable as of September 30, 2023:

 

   Warrants   Weighted Average
Exercise Price
   Aggregate
Intrinsic Value
 
Warrants outstanding, as of March 31, 2023   6,340,000    

3.0

    
        —
 
Issued   
   $    
 
Exercised   
    
    
 
Expired   
    
    
 
Warrants outstanding, as of September 30, 2023   6,340,000   $3.0    
 
Warrants exercisable, as of September 30, 2023   6,340,000   $3.0    
 

 

22

 

 

Note 17 – TREASURY STOCK

 

On December 10, 2018, the Company announced that its board of directors authorized a share repurchase program under which the Company may repurchase up to US$25 million of its ordinary shares in the form of American depositary shares (“ADS”) over the next 12 months. The Company repurchased an aggregate of 1,165,883 ADSs from the open market for a total consideration of US$3,988,370, which was recorded as treasury stock.

 

Note 18 – RESTRICTED NET ASSETS

 

Restricted Net Assets

 

As a result of the PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance with the PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. The restricted net assets consist of paid in capital, capital reserve and statutory reserves of the Company’s PRC entities. As of September 30, 2023 and March 31, 2023, the restricted net assets that are not available for distribution amounted to approximately US$89.5 million and US$89.5 million, respectively, which was included in the additional paid-in capital on the consolidated balance sheets.

 

Statutory Reserve

 

Pursuant to the Company Law of the PRC, each of the PRC entities is required to appropriate 10% of its net income to the statutory reserve on an annual basis until the aggregated amount of the reserve reaches 50% of its registered capital. The statutory reserve is not distributable. Subject to the approval of the shareholders, the statutory reserve may be used to offset accumulated losses or converted into capital of the company. As of September 30, 2023 and March 31, 2023, the statutory reserves amounted to US$485,211 and US$485,211, which was included as retained earnings in the accompanying consolidated balance sheets.

 

Note 19 – COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. As of September 30, 2023 and March 31, 2023, no such contingent liabilities are assessed as probable.

 

Note 20 – SUBSEQUENT EVENTS

 

On November 17, 2023, the Company announced its new business plan to explore online hospital and chain pharmacies segments in China. The Company plans to acquire online hospital(s) in certain cities of China which provides online medical consultations for initial diagnosis, follow-up consultations, and management of chronic diseases, providing patients with an efficient and convenient solution to manage their health online through their smartphones or computers. In addition to acquire online hospital(s), the Company also plans to acquire multiple independent pharmacies nationwide throughout China, integrating and operating the pharmacies as a chain using our extensive offline resources and IT solutions. The Company plans to build a new type of pharmacy operation and management system, as well as digital operation and sales solutions for its pharmacies, thereby enhancing its competitiveness and overcoming the current difficulties in the industry. As of the date of this report, the Company has not entered into any binding agreement nor letter of intent with regard to acquisition of online hospitals or pharmacies.

 

On November 16, 2023, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell up to an aggregate of 53,608,910 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.52875, or approximately $1.59 per American depositary share of the Company (“ADS”), at a price of $0.423 per Unit, or approximately $1.27 per ADS for an aggregate purchase price of approximately $22.68 million (the “November Offering”). The net proceeds to the Company from such November Offering was approximately $22.6 million and shall be used by the Company for working capital and general corporate purposes. The November Offering closed on November 21, 2023.

 

On October 2, 2023, Akso Health Group (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 35,739,270 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.48875, or approximately $1.47 per American depositary share of the Company (“ADS”), at a price of $0.391 per Unit, or approximately $1.17 per ADS for an aggregate purchase price of approximately $14 million (the “October Offering”). The net proceeds to the Company from such October Offering was approximately $14 million and shall be used by the Company for working capital and general corporate purposes. The October Offering closed on October 17, 2023.

 

23

 

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Exhibit 99.2

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

 

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

A. Operating Results

 

Overview

 

Our Business

 

Historically, we generated revenues primarily from our loan facilitation services, post-origination services, and other related services. On December 30, 2020, we completed the disposal of P2P Business, which historically operated our loan facilitation services, post-origination services, and other related services.

 

Since August 2017, the Company started its microlending business and lent funds to borrowers up to their approved credit through its consolidated VIE. Interest income from microlending business was recognized based on the contractual interest rates of the loan. Since May 2019, the Company has ceased to issue new loans. In May 2020, the Company launched its social E-commerce business as a new business line for business transition The Company cooperate with major domestic e-commerce platforms and services marketplaces to offer high-quality and affordable products to consumers in China, and earn commission from those e-commerce platforms. In May 2023, the Company disposed its social E-commerce related business, as a result, the operating results of social E-commerce business and microlending business have been retrospectively reclassified under discontinued operations for the periods ended September 30, 2022 and 2023, respectively. As of September 30, 2023, the outstanding balance of loan receivable, net of allowance was nil.

 

On January 4, 2022, we incorporated Akso Online Meditech Co., Ltd. (“Akso Online MediTech”) in the State of Wyoming and have begun the sale of COVID-19 Rapid Antigen test kits through Akso Online Meditech as of the date of this report. Akso Online Meditech has entered into a supply agreement to purchase “iHealth” branded COVID-19 Rapid Antigen test kits from its supplier and sells these test kits to distributers in the United States. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.

 

On January 26, 2022, we incorporated Qingdao Akso Health Management Co., Ltd. (“Qingdao Akso”) in Shandong Province, China and have begun the sales of medical devices through Qingdao Akso since April 2022. Qingdao Akso has entered into supply agreements to purchase medical devices such as defibrillators, anesthesia laryngoscope from its supplier and sells these devices to distributers or end-users in China.

 

Our net revenues were USD11.9 million and USD 0.9 million for the six months ended September 30, 2022 and 2023, respectively. We had net income of USD 0.8 million and net losses of USD 3.5 million for the six months ended September 30, 2022, and 2023, respectively.

 

The e-commerce business

 

We were formally known as Hexindai Inc., and used to be engaged in the business of providing online facilitation related services via our consumer lending marketplace in China, facilitating loans to meet the increasing consumption demand of the emerging middle class in China from 2017 to 2019. Hexindai Inc. was a mobile e-commerce and consumer lending platform in China until it disposed of Hexin E-Commerce in December 2020 and changed its name to Xiaobai Maimai Inc. As part of its transition into the social e-commerce platform business, in May 2020, we launched a new form of social e-commerce mobile platform, Xiaobai Maimai App, offering high-quality and affordable branded products. Xiaobai Maimai leverages its cooperation with major domestic e-commerce platforms and services marketplaces as part of its integrated buyer resources to select and source the most desirable goods and services. Xiaobai Maimai rewards customers with a small commission for every purchase, share or recommendation of a product made to friends.

 

 

 

 

In August 2020, Xiaobai Maimai underwent an upgrade to offer an even wider variety of high-quality products covering food and beverage, wine, cosmetic products, fashion and apparel, entertainment, houseware, home appliances and cost-saving promotions at petrol gas stations nationwide. On Xiaobai Maimai App, customers can easily compare superior products at competitive prices without having to change their shopping preferences or switch between different online merchants. It is also a convenient, one-stop platform for customers to not only save big on daily necessities when they shop online, but also stay informed of the latest promotions with attractive discounts, coupons and rebates on the application.

 

In May 2023, the Company disposed its social E-commerce business for cash consideration of US$215,000 and currently focus on healthcare equipment and products trading.

 

Healthcare equipment and products trading and radiation oncology service business

 

Sales of medical devices

 

Through our operating subsidiaries, Akso Online Meditech and Qingdao Akso, we are mainly specialized in the sales of medical devices both in China and the United States.

 

Since February 2022, Akso Online Meditech purchased “iHealth” branded COVID-19 Rapid Antigen test kits from a supplier in Hong Kong and sold these test kits to distributors in the United States. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.

 

Since April 2022, the Company has engaged in the sale of medical devices such as defibrillators and anesthesia laryngoscope through its subsidiary, Qingdao Akso, in China. Qingdao Akso purchases these medical devices in bulk from its suppliers and distributes the products to downstream distributors and end-users.

 

Akso Health’s radiation oncology services business

 

On September 24, 2021, the Board of Directors approved our new business plan to enter the radiation oncology services market in the U.S. On September 26, 2021, we signed a product purchase agreement with a third-party supplier to purchase equipment for the new cancer therapy and radiation oncology business. The total price of the equipment was approximately US$12.7 million. We prepaid 80% of the purchase price and planned to pay the balance after the equipment was received and installed. In February 2022, affected by the continuous influence of COVID-19 and the global chip shortage, we terminated the purchase agreement and the prepayment for equipment purchase has been refunded. We intend to keep pursuing business opportunities in this sector under the guidance of Dr. Yingxian Liu.

 

Discontinued Operations

 

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.

 

Property

 

All operation of the Company occurred in Qingdao Qingbao Business Secretary Co., Ltd’s facility. The facility’s address was:

 

Room 2022-0010 (A), 1st Floor, East Office Building, No. 45 Beijing Road, Qianwan Bonded Port Area, Qingdao Area, China (Shandong) Pilot Free Trade Zone, Qingdao City, Shandong Province, China.

 

Qingdao Qingbao Business Secretary Co., Ltd permits the Company to use these premises free of charge.

 

Key Components of Results of Operations

 

Revenues

 

Revenues generated from sales of medical devices. The following table sets forth the revenues by amounts for the periods presented:

 

   For the six months ended
 September 31,
 
   2022   2023 
   USD   USD 
         
Sale of medical devices   11,858,313    894,768 
Business and sales related taxes   (1,231)   (1,185)
Net Revenues   11,857,082    893,583 

 

2

 

 

Sale of medical devices

 

Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in U.S. market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start of the business. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.

 

Since April 2022, through its subsidiary Qingdao Akso, the Company engaged in the sale of medical devices such as defibrillators and anesthesia laryngoscope in market of China. Qingdao Akso purchases those medical devices in quantity and distributes products to medical products dealers and ender-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start of the business.

 

Cost of goods sold

 

Cost of goods sold consist primarily of purchase price of COVID-19 Antigen Test kits, defibrillators and anesthesia laryngoscope related to the sale of medical devices.

 

Operating expenses

 

Our operating expenses primarily consist of sales and marketing expenses and general and administrative expenses. The following table sets forth a breakdown of our operating costs and expenses for the periods indicated:

 

   For the six months ended
 September 31,
 
   2022   2023 
   USD   USD 
Operating expenses        
Sales and marketing   100,255    

 
General and administrative   1,245,786    2,354,678 
Total operating expenses   1,346,041    2,354,678 

 

Sales and marketing expenses

 

Sales and marketing expenses consist primarily of channel fee, expenses for building our brand recognition and salaries and benefits related to our sales and marketing team.

 

General and administrative expenses

 

General and administrative expenses consist primarily of salaries and benefits related to our management, accounting and finance, legal and human resources teams, bad debt allowance and other operating expenses.

 

Income Taxes

 

The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

3

 

 

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.

 

   For the six months ended
 September 31,
 
   2022   2023 
   USD   USD 
NET REVENUES   11,857,082    893,583 
Cost of goods sold   10,731,201    854,753 
Gross Profit   1,125,881    38,830 
OPERATING EXPENSES          
Sales and marketing   100,255    

 
General and administrative   1,245,786    2,354,678 
Total operating costs and expenses   1,346,041    2,354,678 
LOSS FROM CONTINUING OPERATIONS   (220,160)   (2,315,848)
Total other income (loss), net   1,878,771    (722,820)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES   1,658,611    (3,038,668)
Provision for income tax   11,746    24,869 
NET INCOME (LOSS) FROM CONTINUING OPERATIONS   1,646,865    (3,063,537)
Net loss from discontinued operations, net of income taxes   (820,429)   (3,905)
Loss from disposal of discontinued operations, net of income taxes   -    (389,576)
Total loss from discontinued operations   (820,429)   (393,481)
NET INCOME (LOSS)   826,436    (3,457,018)

 

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

 

Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of our net revenue This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 6-K. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.

 

The following table sets forth our revenues breakdown for the periods indicated:

 

   For the six months ended
September 31,
 
   2022   2023 
   USD   USD 
Revenues(1)        
Sale of medical devices   11,858,313    894,768 
Business and sales related taxes   (1,231)   (1,185)
Net Revenues   11,857,082    893,583 

 

 

(1)Represents amounts net of VAT.

 

4

 

 

Six Months Ended September 30, 2023 Compared to Six Months Ended September 30, 2022

 

Net revenues Net revenues generated for the six months ended September 30, 2023 was US$0.9 million, representing a decrease of 92.5% from US$11.9 million for the six months ended September 30, 2022.

 

Sale of medical devices Revenue from medical devices was US$0.9 million, decrease from US$11.9 million for the six months ended September 30, 2022, the decrease was primarily due to decrease of revenue from sales of iHealth COVID-19 test kits in the half year of fiscal year 2022 for the end of Covid-19 in the end of 2022.

 

Cost of goods sold Cost of goods sold for the six months ended September 30, 2023 were US$0.9 million, representing a decrease of 92.0% from 10.7 million for the six months ended September 30, 2022. The decrease was primarily due to the decrease of revenue.

 

Operating expenses Total operating costs and expenses for the six months ended September 30, 2023 were US$2.4 million, representing an increase of 74.9% from US$1.3 million for the six months ended September 30, 2022. The increase was primarily due to an increase in general and administrative expenses.

 

Sales and marketing expenses Sales and marketing expenses for the six months ended September 30, 2023 were nil, a decrease from US$0.1 million for the six months ended September 30, 2022. The decrease was primarily due to a decrease in advertising expenses.

 

General and administrative expenses General and administrative expenses for the six months ended September 30, 2023 were US$2.4 million, an increase of 89.0% from US$1.2 million for the six months ended September 30, 2022. The increase was primarily attributable to the increase of allowance of 1.4 million for uncollectable account receivables for the six months ended September 30, 2023.

 

Total other income (expense)  Other expenses was US$0.7 million for the six months ended September 30, 2023, compared with other income of US$1.9 million for the six months ended September 30, 2022, the changes was primarily attributable to exchange losses.

 

Provision for income tax Our income tax expense was US$24,869 for the six months ended September 30, 2023, as compared to US$11,746 for the six months ended September 30, 2022.

 

Net (loss) income from continuing operations Net loss from continuing operations, net of income taxes, for the six months ended September 30, 2023, was US$3.1 million, compared to net income of US$1.7 million in the same prior period of six months ended September 30, 2022.

 

Net (loss) from discontinued operations, net of income taxes Net (loss) from discontinued operation, net of income tax, for the six months ended September 30, 2023 was US$ 3,905, a decrease of 99.5% from US$0.8 million in the same period of six months ended September 30, 2022.

 

(Loss) from disposal of discontinued operations, net of income taxes (Loss) from disposal of discontinued operation, net of income taxes, for the six months ended September 30, 2023 was US$0.4 million, compared to nil for the same period of six months ended September 30, 2022. The Company completed the disposal of its social E-commerce business in May 2023.

 

Total loss from discontinued operations Total losses from discontinued operations, net of income taxes, for the six months ended September 30, 2023, was US$0.4 million, compared to net losses of US$0.8 million in the same prior period of six months ended September 30, 2022. The Company completed the disposal of its social E-commerce in May 2023.

 

Net income(loss) As a result of the above factors, the Company had net losses of US$3.5 million for the six months ended September 30, 2023, compared to net income of US$0.8 million for the six months ended September 30, 2022.

 

Changes in Financial Position

 

As of September 30, 2023, our cash and cash equivalents were US$9.2 million, representing an increase of US$1.3 million from US$7.9 million as of March 31, 2023, mainly due to collection of loan receivable. For the six months ended September 30, 2023, our net cash provided by operating activities was US$0.2 million, compared to net cash used in operating activities of US$1.3 million for the six months ended September 30, 2022, our net cash provided by investing activities was US$1.5 million, compared to net cash provided by investing activities of US$20.0 million for the six months ended September 30, 2022, our net cash provided by financing activities was US$0.4 million, compared to net cash used in financing activities of US$27.5 million for the six months ended September 30, 2022.

 

5

 

 

Recent Developments

 

On November 17, 2023, the Company announced its new business plan to explore online hospital and chain pharmacies segments in China. The Company plans to acquire online hospital(s) in certain cities of China which provides online medical consultations for initial diagnosis, follow-up consultations, and management of chronic diseases, providing patients with an efficient and convenient solution to manage their health online through their smartphones or computers. In addition to acquire online hospital(s), the Company also plans to acquire multiple independent pharmacies nationwide throughout China, integrating and operating the pharmacies as a chain using our extensive offline resources and IT solutions. The Company plans to build a new type of pharmacy operation and management system, as well as digital operation and sales solutions for its pharmacies, thereby enhancing its competitiveness and overcoming the current difficulties in the industry. As of the date of this report, the Company has not entered into any binding agreement nor letter of intent with regard to acquisition of online hospitals or pharmacies.

 

On November 16, 2023, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell up to an aggregate of 53,608,910 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.52875, or approximately $1.59 per American depositary share of the Company (“ADS”), at a price of $0.423 per Unit, or approximately $1.27 per ADS for an aggregate purchase price of approximately $22.68 million (the “November Offering”). The net proceeds to the Company from such November Offering was approximately $22.6 million and shall be used by the Company for working capital and general corporate purposes. The November Offering closed on November 21, 2023.

 

On October 2, 2023, Akso Health Group (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 35,739,270 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.48875, or approximately $1.47 per American depositary share of the Company (“ADS”), at a price of $0.391 per Unit, or approximately $1.17 per ADS for an aggregate purchase price of approximately $14 million (the “October Offering”). The net proceeds to the Company from such October Offering was approximately $14 million and shall be used by the Company for working capital and general corporate purposes. The October Offering closed on October 17, 2023.

 

6

 

 

Recent Accounting Pronouncements

 

Recently adopted accounting pronouncements

 

There are no recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss (income) and consolidated statements of cash flows.

 

B. Liquidity and Capital Resources

 

We have financed our operations primarily through cash provided by operating activities, the loans from third parties and shareholder, and proceeds from private placement and short term loan from SOS Information Technology New York, Inc. We plan to finance our future operations primarily from cash generated from our operations and cash on hand. As of September 30, 2023, we had US$9.2 million in cash on hand and cash deposited with banks. As of September 30, 2023, our working capital (excluding the amount due from related parties) amounted to US$5.3 million, respectively.

 

We expect that substantially a majority of our future revenues will be denominated in Renminbi, and part of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.

 

Substantially all of our operations are conducted in China, and all of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.

 

We have limited financial obligations dominated in U.S. dollars, thus the foreign currency restrictions and regulations in the PRC on dividend distribution will not have a material impact on our liquidity, financial condition and results of operations.

 

Our capital expenditures consist primarily of expenditures for the purchase of property, equipment and software. We made capital expenditures of nil for the six months ended September 30, 2023.

 

7

 

 

Holding Company Structure

 

We are a holding company with no material operations of our own. We conduct our operations primarily through our PRC subsidiaries, including our joint venture and our consolidated affiliated entities in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon direct and indirect dividends paid by our subsidiaries and consolidated affiliated entities. If any of our subsidiaries or consolidated affiliated entities or any newly formed subsidiaries or consolidated affiliated entities incurs debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries and consolidated entities are permitted to pay dividends only out of their respective retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries, consolidated affiliated entities and their subsidiaries, except for our joint venture, are required to set aside a portion of their respective after-tax profits each year to fund a statutory reserve. Our PRC subsidiaries and consolidated entities may also set aside a portion of their respective after-tax profits to fund the employee welfare fund at the discretion of the board of directors or the enterprise itself. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries or consolidated affiliated entities, as applicable.

 

C. Trend Information

 

Other than as disclosed elsewhere in this Form 6-K, we are not aware of any trends, uncertainties, demands, commitments or events for the six months ended September 30, 2023 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

 

D. Critical Accounting Estimates.

 

Our discussion and analysis of our financial condition and results of operations relates to our unaudited condensed consolidated financial statements, which have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

 

For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2—Summary of Significant Accounting Policies” of our unaudited condensed consolidated financial statements included elsewhere in this Form 6-K. You should read the following description of critical accounting estimates in conjunction with our unaudited condensed consolidated financial statements and other disclosures included in this Form 6-K.

 

 

8

 

 

v3.23.4
Document And Entity Information
6 Months Ended
Sep. 30, 2023
Document Information Line Items  
Entity Registrant Name Akso Health Group
Document Type 6-K
Current Fiscal Year End Date --03-31
Amendment Flag false
Entity Central Index Key 0001702318
Document Period End Date Sep. 30, 2023
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Entity File Number 001-38245
v3.23.4
Unaudited Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Mar. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 9,211,639 $ 7,924,468
Accounts receivable, net 5,827,917 7,696,983
Prepayments and other assets 613,723 272,129
Inventories 1,227,339 1,686,449
Current assets held for sale - discontinued operation 1,351,352
Loan receivable - current 1,528,918
TOTAL CURRENT ASSETS 16,880,618 20,460,299
TOTAL ASSETS 16,880,618 20,460,299
CURRENT LIABILITIES:    
Accrued expenses and other current liabilities 1,004,151 938,767
Short-term loan-third parties 350,000
Contract liabilities 415,020 194,376
Taxes payable 93,822 96,005
Amount due to related parties 9,686,152 9,686,152
Current liabilities held for sale - discontinued operation 705,483
TOTAL CURRENT LIABILITIES 11,549,145 11,620,783
TOTAL LIABILITIES 11,549,145 11,620,783
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:    
Ordinary share ($0.0001 par value, 500,000,000 shares authorized, 69,763,933 and 69,763,933 shares issued, 68,598,050 and 68,598,050 shares outstanding as of September 30, 2023 and March 31, 2023, respectively) 6,977 6,977
Additional paid-in capital 71,021,898 71,021,898
Treasury stock (1,165,883 shares as of September 30, 2023 and March 31, 2023, respectively) (3,988,370) (3,988,370)
Accumulated deficit (57,925,257) (54,467,600)
Accumulated other comprehensive loss (3,891,840) (3,847,601)
TOTAL SHAREHOLDERS’ EQUITY 5,223,408 8,725,304
Non-controlling interest 108,065 114,212
TOTAL EQUITY 5,331,473 8,839,516
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 16,880,618 $ 20,460,299
v3.23.4
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in Dollars per share) $ 0.0001 $ 0.0001
Ordinary shares, shares authorized 500,000,000 500,000,000
Ordinary shares, shares issued 69,763,933 69,763,933
Ordinary shares, shares outstanding 68,598,050 68,598,050
Treasury stock 1,165,883 1,165,883
v3.23.4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
REVENUES    
Sale of medical devices $ 894,768 $ 11,858,313
Tax and surcharges (1,185) (1,231)
Net Revenues 893,583 11,857,082
Cost of goods sold 854,753 10,731,201
Gross Profit 38,830 1,125,881
OPERATING EXPENSE    
Sales and marketing 100,255
General and administrative 2,354,678 1,245,786
Total Operating Expenses 2,354,678 1,346,041
LOSS FROM CONTINUING OPERATIONS (2,315,848) (220,160)
OTHER INCOME (EXPENSE)    
Other income 9,508 384,148
Other expense (85,759) (233,345)
Exchange (loss) gain (646,569) 1,727,968
Total Other (Expense) Income, net (722,820) 1,878,771
(LOSS) INCOME FROM CONTINUING OPERATION BEFORE INCOME TAXES (3,038,668) 1,658,611
PROVISION FOR INCOME TAXES 24,869 11,746
NET (LOSS) INCOME FROM CONTINUING OPERATION (3,063,537) 1,646,865
Net loss from discontinued operations, net of income taxes (3,905) (820,429)
Loss from disposal of discontinued operations, net of income taxes (389,576)
Total loss from discontinued operations (393,481) (820,429)
NET (LOSS) INCOME (3,457,018) 826,436
Less: net income attributable to non-controlling interest 639 16,098
NET (LOSS) INCOME ATTRIBUTABLE TO AKSO’S SHAREHOLDERS (3,457,657) 810,338
NET (LOSS) INCOME (3,457,018) 826,436
OTHER COMPREHENSIVE (LOSS) INCOME    
Foreign currency translation adjustment (51,025) (3,181,964)
COMPREHENSIVE (LOSS) (3,508,043) (2,355,528)
Less: comprehensive (loss) income attributable to non-controlling interest (6,147) 15,233
COMPREHENSIVE LOSS ATTRIBUTABLE TO AKSO’S SHAREHOLDERS $ (3,501,896) $ (2,370,761)
Basic (in Dollars per share) $ (0.05) $ 0.01
Diluted (in Dollars per share) $ (0.05) $ 0.01
Basic (in Shares) 68,598,050 68,598,050
Diluted (in Shares) 68,598,050 68,598,050
v3.23.4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($)
Ordinary Shares
Additional Paid-in Capital
Treasury stock
Retained Earnings (Deficit)
Accumulated Other Comprehensive income(loss) (Loss)
​Non- controlling interest
Total
Balance at Mar. 31, 2022 $ 6,977 $ 71,021,898 $ (3,988,370) $ 53,107,676 $ (1,649,223) $ 1,976 $ 12,285,582
Balance (in Shares) at Mar. 31, 2022 69,763,933   (1,165,883)       68,598,050
Net (loss) income for the period 810,338 16,098 $ 826,436
Foreign currency translation adjustment (3,181,099) (865) (3,181,964)
Balance at Sep. 30, 2022 $ 6,977 71,021,898 $ (3,988,370) (52,297,338) (4,830,322) 17,209 $ 9,930,054
Balance (in Shares) at Sep. 30, 2022 69,763,933   (1,165,883)       68,598,050
Balance at Mar. 31, 2023 $ 6,977 71,021,898 $ (3,988,370) (54,467,600) (3,847,601) 114,212 $ 8,839,516
Balance (in Shares) at Mar. 31, 2023 69,763,933   (1,165,883)       68,598,050
Net (loss) income for the period (3,457,657) 639 $ (3,457,018)
Foreign currency translation adjustment (44,239) (6,786) (51,025)
Balance at Sep. 30, 2023 $ 6,977 $ 71,021,898 $ (3,988,370) $ (57,925,257) $ (3,891,840) $ 108,065 $ 5,331,473
Balance (in Shares) at Sep. 30, 2023 69,763,933   (1,165,883)       68,598,050
v3.23.4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) from continuing operation $ (3,063,537) $ 1,646,865
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:    
Loss from disposal of discontinued operations 389,576
Provision for doubtful accounts 1,541,880
Accounts receivable 327,186 (7,914,232)
Prepayments and other assets (341,594) (205,374)
Inventories 459,110 6,896,267
Accrued expenses and other current liabilities 65,384 212,732
Contract liabilities 220,644
Taxes payable (2,183) (95,754)
)Net cash (used in) provided by continuing operations (403,534) 540,504
Net cash provided by (used in) discontinued operations 645,869 (1,874,620)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 242,335 (1,334,116)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash received from loan repayments 1,528,918 20,000,000
Net cash provided by continuing operations 1,528,918 20,000,000
Net cash provided by discontinued operations
NET CASH PROVIDED BY INVESTING ACTIVITIES 1,528,918 20,000,000
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayments of loans due to related parties (27,513,849)
Loan from third parties 350,000
Net cash provided by (used in) continuing operations 350,000 (27,513,849)
Net cash provided by (used in) discontinued operations
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 350,000 (27,513,849)
EFFECT OF EXCHANGE RATE CHANGE ON CASH 185,605 (3,086,796)
NET INCREASE(DECREASE) IN CASH 2,306,858 (11,934,761)
CASH AND CASH EQUIVALENTS - beginning of period 7,924,468 21,925,322
CASH AND CASH EQUIVALENTS - end of period 10,231,326 9,990,561
Less: cash and cash equivalents of discontinued operations at end of period 1,019,687 1,387,425
Cash and cash equivalents of continuing operations, at end of period $ 9,211,639 $ 8,603,136
v3.23.4
Business Description
6 Months Ended
Sep. 30, 2023
Business Description [Abstract]  
BUSINESS DESCRIPTION

Note 1 – BUSINESS DESCRIPTION

 

Organization and description of business

 

Akso Health Group, formerly known as Xiaobai Maimai Inc., is a limited company incorporated under the laws of the Cayman Islands on April 25, 2016. Akso Health Group (“Akso Health”), its subsidiaries, and consolidated variable interest entities (“VIEs”) (collectively the “Company”), previously operated an online Peer to Peer (“P2P”) marketplace business and micro-lending business in the People’s Republic of China (the “PRC”). Since May 2019, the Company has ceased to issue new loans through its micro-lending business and since October 2019, the Company has ceased to conduct its P2P business. On December 30, 2020, the Company completed the disposition transaction of its P2P business.

 

In May 2020, the Company launched its social e-commerce platform to offer high-quality and affordable branded products through collaboration with online and offline merchants. In addition, the Company is in the process of developing a new business as a cancer therapy and radiotherapy oncology service provider with operations in the U.S. The Company plans to open 2 vaccine research centers and 100 radiation oncology centers to be located on the east coast serving cancer patients in need of varying stages of treatment, including specialized radiation therapy centers for radiotherapy (RT), personalized consultation, conventional treatment planning, and other cancer related treatment services. On December 3, 2021, the shareholders approved the Company’s plan to change its name to “Akso Health Group”. In January 2022, three centers were established in US and the Company started its business of sales of medical devices in US market. In April 2022, the Company started its sales of medical devices in China market through its subsidiary Qingdao Akso Health Management Co., Ltd. In May 2023, the Company disposed its social E-commerce business and would focus on healthcare business in the future.

 

As of September 30, 2023, the Company’s principal subsidiaries are as follows:

 

   Date of         
   incorporation /  Place of  Percentage of   
   acquisition  incorporation  legal ownership  Principal activities
Wholly owned subsidiaries            
We Health Limited (“We Health”)  July 8, 2021  New York  100%  Investment holding
We Healthy Limited (“We Healthy”)  December 15, 2021  Hong Kong  51%  Investment holding
Akso Remote Medical Consultation Center Inc. (“Akso Remote Medical”)  January 3, 2022  Wyoming  100%  Provision of health treatment services
Akso Online MediTech Co., Ltd.(“Akso Online MediTech”)  January 4, 2022  Wyoming  100%  Sales of medical devices
Akso First Health Treatment Center Inc. (“Akso First Health”)  January 4, 2022  Massachusetts  100%  Provision of health treatment services
Qindao Akso Health Management Co., Limited (“Qingdao Akso”)  January 26, 2022  PRC  51%  Provision of health treatment services
v3.23.4
Summary of Significant Accounting Policies
6 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The results of operations for the six months ended September 30, 2023 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2023. Certain prior year balances in the consolidated statements of operations and comprehensive (loss) and cash flows have been reclassified to the current year’s presentation.

 

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

 

Basis of consolidation

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, its consolidated VIEs and VIE’s subsidiaries for which the Company is the primary beneficiary. All inter-company transactions and balances have been eliminated upon consolidation.

 

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented. Assets and liabilities of the social E-commerce business were reclassified separately from other assets and liabilities of the Company on the consolidated balance sheets. Refer to Note 1 and Note 3.

 

Consolidated VIEs

 

VIE arrangements

 

In order to comply with the PRC laws and regulations which prohibit or restrict foreign investments into companies involved in restricted businesses, the Company operates its marketplace and restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Company or onshore nominees of the Company (“Nominee Shareholders”). The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements cannot be unilaterally terminated by the Nominee Shareholders or the PRC domestic companies. As a result, the Company maintains the ability to control these PRC domestic companies and is entitled to substantially all of the economic benefits from these PRC domestic companies. Management concluded that these PRC domestic companies are VIEs of the Company, of which the Company is the ultimate primary beneficiary. As such, the Company consolidated financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. The principal terms of the agreements entered into amongst the VIEs, their respective shareholders and the WFOE are further described below.

 

Exclusive Business Cooperation Agreements

 

The Exclusive Business Cooperation Agreements enable the WOFE to receive substantially all of the assets and business of the VIEs in the PRC. Under these Agreements, the WOFE has the exclusive right to provide the VIEs with comprehensive technical support, consulting services and other services during the term of these Agreements, including but not limited to software licensing; development, maintenance and update of software, network systems, hardware and database; technical support and training for employees; consultancy on technology and market information; business management consultation; marketing and promotion services, etc. The WOFE has the right to determine the fees associated with the services it provides based on the technical difficulty and complexity of the services, the actual labor costs it incurs for providing the services and some other factors during the relevant period. This Agreements remain effective unless otherwise terminated in writing by WOFE.

 

Equity Interest Pledge Agreements

 

Pursuant to the Equity Interest Pledge Agreements, each Shareholder of the VIEs agreed to pledge their equity interest in the VIEs to the WOFE to secure the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements and any such agreements to be entered into in the future. Shareholders of the VIEs agreed not to transfer, sell, pledge, dispose of or otherwise create any encumbrance on their equity interests in the VIEs without the prior written consent of the WOFE. The Pledges became effective on such date when the pledge of the Equity Interest contemplated herein were registered with the relevant administration for industry and commerce (the “AIC”) and remain effective until all contract obligations have been fully performed and all secured indebtedness has been fully paid.

 

Exclusive Option Agreements

 

Pursuant to the Exclusive Option Agreements, each of the Shareholders of the VIE irrevocably grant the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons (including individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations) to purchase the equity interests in the VIEs then held by such Shareholder of the VIEs once or at multiple times at any time in part or in whole at the WOFE’s sole and absolute discretion to the extent permitted by Chinese laws at the price of RMB 1 or at the price of the minimum amount of consideration permitted by the applicable PRC law at the time when such purchase occurs. These three Agreements remain effective until all equity interests held by the shareholders of the VIEs in the VIEs have been transferred or assigned to the WOFE and/or its designees.

 

Loan Agreements

 

Pursuant to the three Loan Agreements, the WOFE agreed to lend each of the Shareholders of VIEs a loan only to subscribe to the registered capital of the VIEs. The repayment of the loan shall be made by permitting the WOFE to execute its exclusive right to purchase shares from the shareholders of the VIEs under the Exclusive Option Agreement as the repayment is equivalent to the consideration of the purchased shares. The term of these loans is 10 years, which may be extended upon mutual written consent of all parties.

 

Power of Attorney

 

Each Shareholder of the VIEs, executed a Power of Attorney agreement with the WOFE and the VIEs, whereby Shareholders of the VIEs irrevocably appoint and constitute the WOFE as their attorney-in-fact to exercise on the shareholders’ behalf any and all rights that Shareholders of the VIEs have in respect of their equity interests in the VIEs. These three Power of Attorney documents remain irrevocable and continuously effective and valid as long as the original shareholders of the VIEs remain as the Shareholders of the VIEs.

 

Risks in relation to the VIE structure

 

The Company believes that the contractual arrangements with its VIEs and their respective shareholders are in compliance with the PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of the PRC laws and regulations, the PRC government could:

 

revoke the business and operating licenses of the Company’s PRC subsidiary and VIEs;

 

discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and VIEs;

 

limit the Company’s business expansion in the PRC by way of entering into contractual arrangements;

 

impose fines or other requirements with which the Company’s PRC subsidiary and VIEs may not be able to comply;

 

require the Company or the Company’s PRC subsidiary and VIEs to restructure the relevant ownership structure or operations; and/or

 

restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance the Company’s business and operations in the PRC.

 

The Company’s ability to conduct its Online Marketplace business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and their respective shareholders and it may lose the ability to receive economic benefits from the VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and VIEs.

 

The interests of the shareholders of VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the VIEs will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of the VIEs may encounter in their capacity as beneficial owners and directors of the VIEs, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of VIEs will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of the VIEs should they act to the detriment of the Company. The Company relies on certain current shareholders of the VIEs to fulfill their fiduciary duties and abide by laws of the PRC and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of the VIEs, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

 

In May 2023, the Company completed the disposal of its social E-commerce business, which was operated by the consolidated VIEs. As a result, the following financial statement amounts and balances of the consolidated VIEs were included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income and assets/liabilities held for sale in consolidated balance sheet.

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Current Assets:        
Cash and cash equivalents   
       —
    678,691 
Accounts receivable, net   
    10,062 
Prepayments and other assets   
    43,779 
Amounts due from related parties   
    26,206,288 
Total Current Assets   
    26,938,820 
Property, equipment and software, net   
    28,698 
Total Assets   
    26,967,518 
           
Current Liabilities          
Accrued expenses and other current liabilities   
    32,430 
Taxes payable   
    (12,624)
Total Current Liabilities   
    19,806 
Total Liabilities   
    19,806 

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net revenues   698    17,710 
Net loss   3,905    (281,150)

 

   For Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net cash provided by (used in) operating activities   
    (295,448)
Net cash provided by (used in) investing activities   
    
 
Net cash provided by (used in) financing activities   
    (1,263,206)

 

Uses of estimates

 

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable valuation allowance for deferred tax assets, valuation of share-based compensation and allowance for loans receivable and other receivable.

 

Fair value of financial instruments

 

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.

 

The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the periods ended September 30, 2023 and March 31, 2023.

 

Discontinued Operations

 

A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. Included in the consolidated statements of operations and comprehensive (loss) income, result from discontinued operations have been reported separately from the income and expenses from continuing operations and prior periods have been presented on a reclassified comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations.

 

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.

 

Revenue recognition

 

In February 2022, the Company started its business in the US market for the sale of medical devices. In May 2020, the Company launched its social E-commerce platform and built collaboration with domestic mainstream E-commerce marketplaces. The Company provides recommendation services by referring certain interested users to those marketplaces for high-quality and affordable branded products. Prior to business transformation, the Company through its P2P business offered online consumer lending-related service in fiscal year 2020, which was discontinued in fiscal year 2021 and disposed on December 30, 2020. In May 2023, the Company disposed its social E-commerce business The Company presents value added taxes (“VAT”) as a reduction of revenues.

 

Revenues generated are accounted under Accounting Standards Update (ASU) 2014-09, “Revenue from contracts with Customers” (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

 

Step 1: Identify the contract (s) with a customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

 

Online marketplace services

 

Commission revenue

 

The commission services revenue primarily consists of commission fees charged to the online E-commerce marketplace for recommending users to purchase on their marketplaces, where the Company generally is acting as an agent and its performance obligation is to provide recommendation services for purchasing specified goods or services by those third-party sellers, is not responsible for fulfilling the promise to provide the specified goods or services, and does not have the ability to control the related shipping services when utilized by the third-party sellers. Upon successful sales, the Company will charge the online E-commerce companies a negotiated amount or a fixed rate commission fee based on the sales amount. Commission services revenues are recognized on a net basis at the point of receipt of products, net of a return allowance and incentives to consumers or channels.

 

In order to promote its online marketplace and attract more registered consumers, the Company at its own discretion offers incentives to consumers. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered payments to customers. Such incentives offered to consumers were as a reward for purchasing by themselves or their sharing through our platform. Incentives provided to consumers are specific to any merchant and are recognized as a reduction of commission service revenue. For the six months ended September 30, 2023 and 2022, the total amount of incentives was nil and US$16,152, respectively, which was included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income.

 

Sales of medical devices

 

Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in US market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

 

Since April 2022, through its subsidiary Qingdao Akso engaged in the sales of medical devices such as cardioverter-defibrillators and anesthesia laryngoscope in the market of China. Qingdao Akso purchased devices in quantity and distributes products primarily to medical products dealers or end-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

 

Disaggregation of revenue

 

For the six months ended September 30, 2023, all of the Company’s revenue was generated from the PRC and for the six months ended September 30, 2022, the Company’s revenue were generated from US and PRC. The following table illustrates the disaggregation of revenue:

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Revenue        
Revenue from medical devices   894,768    11,858,313 
Total revenues   894,768    11,858,313 
Tax and surcharges   (1,185)   (1,231)
Net Revenues   893,583    11,857,082 

 

Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand, unrestricted demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

 

Accounts receivable and allowance for uncollectible accounts

 

Accounts receivable are mainly receivables from sales of medical devices business, which are stated at the historical carrying amount net of allowance for uncollectible accounts. The Company establishes an allowance for uncollectible accounts receivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that is not probable for the balance to be collected. Beginning on April 1, 2020, the Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Companys receivables within the scope of expected credit losses model and use these as a basis to develop the Companys expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes a specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. As of September 30, 2023 and March 31, 2023, the allowance for uncollectible accounts receivable balance was US$ 1,942,639 and US$ 400,759, respectively.

 

Inventories

 

Inventories are comprised of finished goods, which are defibrillators and anesthesia laryngoscope, and are stated at the lower of cost or net realizable value using first in first out (FIFO) method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of September 30, 2023 and March 31, 2023, the Company determined that no allowance was necessary.

 

Contract liabilities

 

Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.

 

Impairment of long-lived assets

 

The carrying value of the long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment loss was recognized for the six months ended September 30, 2023 and 2022.

 

Advertising and promotion expenses

 

The Company recognizes its advertising and promotion expenses as sales and marketing expense. Advertising expenses represent expenses for placing advertisements on television, radio and in newspapers, as well as on internet websites and search engines. Advertising and promotion cost are expensed as incurred. For the six months ended September 30, 2023 and 2022, the advertising and promotion expense was nil and US$ 100,255, respectively.

 

Lease

 

Upon the adoption of FASB ASC 842 on April 1, 2019 using the modified retrospective method, the Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, in the Company’s consolidated balance sheets. The Company does not have any finance leases as of the adoption date or September 30, 2023.

 

ROU represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.

 

For operating lease with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its consolidated balance sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and comprehensive (loss). The Company has operating lease agreements with insignificant non-lease components and have elected the practical expedient to combine and account for lease and non-lease components as single lease component.

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (Note 16).

 

Treasury stock

 

Treasury stock represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired shares are recorded as treasury stock. The cost of treasury stock is transferred to “additional paid-in capital” when it is re-issued for the purpose of share options exercised and share awards.

 

Income taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

The Company accounts for income tax under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Under this method, deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. A valuation allowance is established against net deferred tax assets when it is more likely that some portion or all of the net deferred tax asset will not be realized. For the six months ended September 30, 2023 and 2022, the Company provided a full valuation allowance on the net deferred tax assets.

 

The Company may be subject to challenges from taxing authorities regarding the amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions. Management determines whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2023 and March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company does not believe that its unrecognized tax benefits will change over the next twelve months.

 

Noncontrolling interests

 

Noncontrolling interest consists of 49% of the equity interest of We Healthy held by other investors. Excess of contribution received from noncontrolling shareholders over carrying value of the entity is recorded in additional paid in capital. The noncontrolling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.

 

Noncontrolling interest consist of the following:

 

   September 30,   March 31, 
   2023   2023 
   USD   USD 
We Healthy   108,065    114,212 

 

Earnings (loss) per share

 

The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires public companies with capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) attributed to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Foreign currency translation

 

The reporting currency of the Company is the U.S. Dollar. The Company’s subsidiaries with operations in mainland China, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), and the United States generally use their respective local currencies as their functional currencies. The Company’s financial statements have been translated into the reporting currency. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average exchange rate during the reporting period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss). Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in “other income (expense)” in the consolidated statements of operations and comprehensive income. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that any RMB amounts could have been, or could be, converted, realized or settled into USD at the rates used in translation.

 

Spot exchange rates and average exchange rates were used in the translation of the condensed consolidated financial statements.

 

   For the Six Months Ended
September 30,
 
   2023   2022 
US Exchange Rate        
Period-end RMB   7.2960    7.1135 
Period average RMB   7.1287    6.7312 

 

Significant risks and uncertainties

 

Foreign currency risk

 

RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Company’s cash and cash equivalents denominated in RMB amounted to US$ 9,153,688 and US$7,876,767 as of September 30, 2023 and March 31, 2023, respectively.

 

Concentration of credit risk

 

Financial instruments that potentially expose the Company to significant concentration of credit risk primarily included in the financial lines of cash and cash equivalents, accounts receivable, loan receivables, other receivables and prepayments and other assets. As of September 30, 2023, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located worldwide, including mainland China and Unite State. According to the China Bank Deposit Insurance Ordinance, the deposits at each bank is covered by insurance with an upper limit of RMB 500,000 (approximately US$68,531) at each bank. As of September 30, 2023, the total amount not covered by issuance in the PRC was US$ 9,085,157. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of September 30, 2023, no cash balance maintained at financial institutions in Hong Kong was subject to credit risk. In the US, the insurance coverage of each bank is $250,000. As of September 30, 2023, no cash balance maintained at financial institutions in US was subject to credit risk. If the financial institutions could become insolvent, the Company could lose some or all of the value of its investments. To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent deposits with large financial institutions which management believes are of high credit quality and management also continually monitors the financial institutions’ credit worthiness.

 

Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.

 

Customer concentration risk

 

For the six months ended September 30, 2023, two customers accounted for 57.8% and 30.7% of the Company’s total revenues. For the six months ended September 30, 2022, three customers accounted for 62.8%, 11.3% and 10.3% of the Company’s total revenues. As of September 30, 2023, two customers accounted for 83.1% and 16.9% of the Company’s accounts receivable. As of March 31, 2023, two customers accounted for 82.5% and 16.5% of the Company’s carrying amount of accounts receivable.

 

Vendor concentration risk

 

For the six months ended September 30, 2023, one vendor accounted for 100% of the Company’s purchase of medical devices business. For the six months ended September 30, 2022, one vendor accounted for 100% of the Company’s purchase of medical devices business started in April 2022.There was no vendor of the Company that accounted for greater than 10% of the Company’s carrying amount of accounts payable as of September 30,2023 and March 31, 2023.

 

Recent Accounting Pronouncements

 

There are no recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss (income) and consolidated statements of cash flows.

v3.23.4
Discontinued Operation
6 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATION

Note 3 – DISCONTINUED OPERATION

 

On December 16, 2020, Beijing Hexin Yongheng Technology Development Co., Ltd. (“Hexin Yongheng”), a wholly-owned subsidiary of the Company, Kuaishangche Automobile Leasing Co., Ltd. (“Kuaishangche”), a company not directly associated with the Company, Hexin E-Commerce Company Limited (“Hexin E-Commerce”), and individual shareholders of Hexin E-Commerce entered into an assignment and assumption agreement (the “Agreement”). Pursuant to the Agreement, Hexin Yongheng agreed to assign and transfer to Kuaishangche the control over Hexin E-Commerce, in exchange for cash consideration of RMB 5 million (US$726,781) (the “Disposition”). Upon the closing of the Disposition, Kuaishangche will become the primary beneficiary of and have control of Hexin E-Commerce, and as a result, assume all assets and liabilities of Hexin E-Commerce and subsidiaries owned or controlled by Hexin E-Commerce, excluding any rights, titles, interests or claims that Hexin E-Commerce may have in Wusu Hexin Yongheng Commercial and Trading Co., Ltd. (“Wusu Company”), shall remain as a consolidated variable interest entity of the Company. As a result of the Disposition, the Company will cease to conduct its P2P business and focus on developing and investing resources into its social e-commerce platform, Xaobai Maimai.

 

On May 10, 2023, Akso Health Group (the “Company” or the “Seller”), HX Asia Investment Limited, a British Virgin Islands company (“HX Asia”), HX China Investment Limited, a British Virgin Islands company (“HX China”), and Hexindai Hong Kong Limited, a Hong Kong company (“Hexindai” and together with HX Asia and HX China, the “Targets”), and Umbrella Capital Investment Co., Ltd, a British Virgin Islands company which is not affiliate of the Company of any of its directors or officers (the “Purchaser”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets in exchange for cash consideration of US$215,000 (the “Purchase Price”). On May 19, 2023, the disposal was completed. As a result of the Disposition, the Company will cease to conduct its social E-commerce business and focus on developing and investing resources into its medical devices business.

 

The discontinued operation represents a strategic shift that has a major effect on the Company’s operations and financial results, which triggers discontinued operations accounting in accordance with FASB ASC 205-20-45. The assets and liabilities related to the discontinued operations are classified as assets/liabilities of discontinued operations as of March 31, 2023, while results of operations related to the discontinued operations for the six months ended September 30, 2023 and 2022, were reported as income (loss) from discontinued operations.

 

The results of discontinued operations for the six months ended September 30, 2023 and 2022 are as follows:

 

   For the six months ended
September 31,
 
   2023   2022 
   USD   USD 
Net Revenues   698    15,339 
Operating costs and expenses   4,575    845,369 
Loss from discontinued operations   (3,877)   (830,030)
Other income (expense), net   (28)   9,601 
Loss before tax   (3,905)   (820,429)
Income tax provision   
    
 
Net loss from discontinued operations, net of tax   (3,905)   (820,429)
Loss on sale of discontinued operations, net of taxes   (389,576)   
 
Net loss from disposition subsidiaries   (393,481)   (820,429)

 

Assets and liabilities of the discontinued operations are as follows:

 

   March 31,
2023
 
   USD 
Cash and cash equivalents   1,268,235 
Accounts receivable, net   10,062 
Prepayments and other assets   44,004 
Property, plant and equipment, net   29,051 
Current assets held for sale-discontinued operation   1,351,352 
      
Accrued expenses and other current liabilities   737,693 
Taxes    32,210 
Total liabilities of Discontinued Operations   705,483 

The calculation of Loss on sale of discontinued operation, net of taxes are as below: 

 

   May 19,
2023
 
   US$ 
Cash and cash equivalents   1,019,687 
Accounts receivable, net   9,410 
Prepayments and other assets   238,524 
Property, plant and equipment, net   24,739 
Account payable   (655,773)
Accrued expenses and other current liabilities   (32,011)
Net assets   604,576 
Fair value of the consideration   215,000 
Loss on sale of discontinued operations, net of taxes   (389,576)
v3.23.4
Accounts Receivable, Net
6 Months Ended
Sep. 30, 2023
Accounts Receivable, Net [Abstract]  
ACCOUNTS RECEIVABLE, NET

Note 4 – ACCOUNTS RECEIVABLE, NET

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Accounts receivable   7,770,556    8,097,742 
Allowance for uncollectible accounts receivable   (1,942,639)   (400,759)
Accounts receivable, net   5,827,917    7,696,983 
v3.23.4
Prepayments and Other Assets
6 Months Ended
Sep. 30, 2023
Prepayments and Other Assets [Abstract]  
PREPAYMENTS AND OTHER ASSETS

Note 5 – PREPAYMENTS AND OTHER ASSETS

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Deposit   51,809    
 
Prepayments to suppliers and others   561,914    272,129 
Total prepayments and other assets   613,723    272,129 
v3.23.4
Inventories
6 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES

Note 6 – INVENTORIES

 

As of September 30 and March 31, 2023, inventory consisted of finished goods, which were medical devices such as cardioverter-defibrillators and anesthesia laryngoscope, valued at US$ 1,227,339 and US$1,686,449, respectively. The Company constantly monitors its potential obsolete products. Any loss on damaged items is immaterial and will be recognized immediately. As a result, no reserves were made for inventory as of September 30 and March 31, 2023, respectively.

v3.23.4
Loan Receivables
6 Months Ended
Sep. 30, 2023
Loan Receivables [Abstract]  
LOAN RECEIVABLES

Note 7 – LOAN RECEIVABLES

 

   As of   As of 
   September 30,
2023
   March 31,
 2023
 
   USD   USD 
         
Loan receivables   
    1,528,918 
Allowance for uncollectible loan receivables   
    
 
Loan receivables, net   
    1,528,918 
Loan receivables – current   
    1,528,918 
Loan receivables – non-current   
    
 

 

In March 2023, the Company lent a total of US$1.5 million (RMB10.5 million) to two third party companies. The loan term for each loan was one year with an annual interest of 2%. In July 2023, the Company received the total loan principle and all accrued interests from the two third party companies.

v3.23.4
Right of Use Lease Assets
6 Months Ended
Sep. 30, 2023
Right of Use Lease Assets [Abstract]  
RIGHT OF USE LEASE ASSETS

Note 8 – RIGHT OF USE LEASE ASSETS

 

The Company had several operating leases for offices in the PRC. The related lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

Effective April 1, 2019, the Company adopted the new lease accounting standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its consolidated financial statements. In addition, the Company elected the package of practical expedients, which allowed the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company combines the lease and non-lease components in determining the ROU assets and the related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed below and had no impact on our deficit as of March 31, 2020. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

 

The Company’s operating leases primarily include leases for office space. The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the consolidated balance sheets. For operating lease with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its consolidated balance sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. As of September 30 2023, the Company leased premises and warehouse from third parties for free of charge.

v3.23.4
Accrued Expenses and Other Current Liabilities
6 Months Ended
Sep. 30, 2023
Accrued Expenses and Other Current Liabilities [Abstract]  
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Note 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Accrued payroll and benefits   817,045    588,342 
Professional fees and other accrued expenses   715    245,340 
Interest payable   186,391    105,085 
    1,004,151    938,767 
v3.23.4
Short-Term Loan – Third Parties
6 Months Ended
Sep. 30, 2023
Short-Term Loan – Third Parties [Abstract]  
SHORT-TERM LOAN – THIRD PARTIES

Note 10 – SHORT-TERM LOAN – THIRD PARTIES

 

From April to July 2023, the Company through its subsidiary, Akso Online Meditech Co., Ltd. entered into three loan agreements with a third party to borrow a total of US$350,000 with an annual interest of 5%. The loan terms were one year for each of the loans.

v3.23.4
Related Party Balances and Transactions
6 Months Ended
Sep. 30, 2023
Related Party Balances and Transactions [Abstract]  
RELATED PARTY BALANCES AND TRANSACTIONS

Note 11 – RELATED PARTY BALANCES AND TRANSACTIONS

 

On August 26, 2021, the Company entered into a loan agreement with Webao Limited, the majority shareholder of the Company, for a loan of US$2.0 million with a 0% annual interest rate. The loan term is 1 year. On August 26, 2022, both the Company and Webao Limited entered into a Deferred Repayment Agreement to extend the loan term one more year to August 27, 2023 and the annual interest rate remained 0%. As of September 30, 2023 and March 31, 2023, the balance of amount due to related parties was US$2,000,000.

 

On January 24, 2022, the Company entered into a loan agreement with SOS Information Technology New York, Inc. (“SOS NY”), one of our senior management was the related party of SOS Limited, for a loan of US$35,200,000 with a 2% annual interest rate. The loan term was 1 year. On July 27, 2022, the Company and SOS NY entered into an amendment and supplemental agreement to the loan agreement, pursuant to which the Company shall make a repayment in advance to SOS NY of US$27,513,849 of the principal amount together with all accrued but unpaid interest of US$358,751. The Company made a payment of US$27,872,600 for the above principal and interest on July 28, 2022. In January 2023, the loan term was extended one more year to January 2024. As of September 30, 2023, the outstanding balance of unpaid principal and interest was US$7,686,151 and US$186,391.

v3.23.4
Employee Benefits
6 Months Ended
Sep. 30, 2023
Employee Benefits [Abstract]  
EMPLOYEE BENEFITS

Note 12 – EMPLOYEE BENEFITS

 

The Company has made the required employee benefit contributions in accordance with relevant rules and regulations in the PRC. Such contributions include funding for retirement insurance, unemployment insurance, medical insurance, work injury insurance and maternity insurance. The Company recorded the contributions in salary and employee charges at specified percentages of the salaries, bonuses and certain allowances of its employees, up to a maximum amount specified by the local government. The contributions made by the Company were US$ 3,020 and US$ 1,330 for the six months ended September 30, 2023 and 2022, respectively.

v3.23.4
Taxes Payable
6 Months Ended
Sep. 30, 2023
Tax Payable [Abstract]  
TAXES PAYABLE

Note 13 – TAXES PAYABLE

 

   As of
September 30,
 2023
   As of
March 31,
 2023
 
   USD   USD 
Income taxes payable   93,822    95,888 
Other taxes payable   
    117 
Total taxes payable   93,822    96,005 
v3.23.4
Income Taxes
6 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

Note 14 – INCOME TAXES

 

Cayman Islands

 

Akso Health was incorporated in the Cayman Islands and is not subject to income taxes or capital gain under current laws of Cayman Islands.

 

Hong Kong

 

HK Hexindai and We Healthy Limited are investment holding companies registered in Hong Kong and exempted from income tax on its foreign-derived income.

 

United States

 

The Company’s subsidiaries established in the U.S. are incorporated in the U.S. and is subject to both federal and state income taxes for its business operation in the U.S. The applicable tax rate is 21% for federal, 6.5% for We Health established in New York, 0% for Akso Remote Medical and Akso Online MediTech established in Wyoming and 8% for Akso First Health established in Massachusetts. For the six months ended September 30, 2023, the Company had no taxable income in US.

 

PRC

 

The Company’s subsidiaries and VIEs established in the PRC are subject to the PRC statutory income tax rate of 25%, according to the PRC Enterprise Income Tax (“EIT”) law.

v3.23.4
Earnings (Loss) Per Share (“EPS” or “LPS”)
6 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
EARNINGS (LOSS) PER SHARE (“EPS” or “LPS”)

Note 15 – EARNINGS (LOSS) PER SHARE (“EPS” or “LPS”)

 

Basic EPS or LPS is the amount of net earnings available to each share of ordinary shares outstanding during the reporting period. Diluted EPS is the amount of net earnings available to each share of ordinary shares outstanding during the reporting period adjusted to include the effect of potentially dilutive ordinary shares. The following table details the outstanding shares for basic and diluted net earnings per share:

 

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Numerator:        
Net (loss) income attributable to Akso Health Group’s shareholders   (3,457,657)   810,338 
           
Denominator:          
Weighted average number of ordinary shares outstanding-basic   68,598,050    68,598,050 
Weighted average number of dilutive potential ordinary shares from share options   
    
 
Weighted average number of ordinary shares outstanding-diluted   68,598,050    68,598,050 
Basic (loss) earnings per common share   (0.05)   0.01 
Diluted (loss) earnings per common share   (0.05)   0.01 
v3.23.4
Shareholders' Equity
6 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS’ EQUITY

Note 16 – SHAREHOLDERS’ EQUITY

 

Akso Health was established under the laws of the Cayman Islands on April 25, 2016. The authorized number of ordinary shares is 500,000,000 shares with par value of US$0.0001 each. As of September 30, 2023 and March 31, 2023, 68,598,050 and 68,598,050 ordinary shares, respectively, were outstanding. On August 24, 2020, the Company amended the ratio of ADS representing its ordinary shares from one (1) ADS representing one (1) ordinary share to one (1) ADS representing three (3) ordinary shares. The change in the ADS ratio has the same effect as a one-for-three reverse ADS split. There was no change to our ordinary shares in connection with the change of the ADS ratio.

 

Private Placement

 

On August 9, 2021, the Company entered into a certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” pursuant to which the Company agreed to sell an aggregate of 6,340,000 units at a price of US$1.58 per unit, each unit consisting of three ordinary shares of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase three Shares with an initial exercise price of US$3.00, for an aggregate purchase price of approximately US$10.02 million (the “Offering”). On September 17, 2021, the transaction contemplated by the SPA was consummated when all the closing conditions of the SPA were satisfied. The net proceeds of approximately US$10.0 million from such Offering will be used by the Company for working capital and general corporate purposes.

 

The Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $3.00, or for cash (the “Warrant Shares”). The Warrants may also be exercised on a cashless basis if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions.

 

Warrants

 

The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815-40. The Company’s management has examined the warrants and determined that these warrants qualify for equity treatment in the Company’s financial statements.

 

As of September 30, 2023, the Company had 6,340,000 warrants outstanding to purchase 19,020,000 ordinary shares with weighted average exercise price of US$3.0 per warrant and remaining contractual lives of 3.0 year.

 

Following is a summary of the status of warrants outstanding and exercisable as of September 30, 2023:

 

   Warrants   Weighted Average
Exercise Price
   Aggregate
Intrinsic Value
 
Warrants outstanding, as of March 31, 2023   6,340,000    

3.0

    
        —
 
Issued   
   $    
 
Exercised   
    
    
 
Expired   
    
    
 
Warrants outstanding, as of September 30, 2023   6,340,000   $3.0    
 
Warrants exercisable, as of September 30, 2023   6,340,000   $3.0    
 
v3.23.4
Treasury Stock
6 Months Ended
Sep. 30, 2023
Treasury Stock [Abstract]  
TREASURY STOCK

Note 17 – TREASURY STOCK

 

On December 10, 2018, the Company announced that its board of directors authorized a share repurchase program under which the Company may repurchase up to US$25 million of its ordinary shares in the form of American depositary shares (“ADS”) over the next 12 months. The Company repurchased an aggregate of 1,165,883 ADSs from the open market for a total consideration of US$3,988,370, which was recorded as treasury stock.

v3.23.4
Restricted Net Assets
6 Months Ended
Sep. 30, 2023
Restricted Net Assets [Abstract]  
RESTRICTED NET ASSETS

Note 18 – RESTRICTED NET ASSETS

 

Restricted Net Assets

 

As a result of the PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance with the PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. The restricted net assets consist of paid in capital, capital reserve and statutory reserves of the Company’s PRC entities. As of September 30, 2023 and March 31, 2023, the restricted net assets that are not available for distribution amounted to approximately US$89.5 million and US$89.5 million, respectively, which was included in the additional paid-in capital on the consolidated balance sheets.

 

Statutory Reserve

 

Pursuant to the Company Law of the PRC, each of the PRC entities is required to appropriate 10% of its net income to the statutory reserve on an annual basis until the aggregated amount of the reserve reaches 50% of its registered capital. The statutory reserve is not distributable. Subject to the approval of the shareholders, the statutory reserve may be used to offset accumulated losses or converted into capital of the company. As of September 30, 2023 and March 31, 2023, the statutory reserves amounted to US$485,211 and US$485,211, which was included as retained earnings in the accompanying consolidated balance sheets.

v3.23.4
Commitments and Contingencies
6 Months Ended
Sep. 30, 2023
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

Note 19 – COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. As of September 30, 2023 and March 31, 2023, no such contingent liabilities are assessed as probable.

v3.23.4
Subsequent Events
6 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 20 – SUBSEQUENT EVENTS

 

On November 17, 2023, the Company announced its new business plan to explore online hospital and chain pharmacies segments in China. The Company plans to acquire online hospital(s) in certain cities of China which provides online medical consultations for initial diagnosis, follow-up consultations, and management of chronic diseases, providing patients with an efficient and convenient solution to manage their health online through their smartphones or computers. In addition to acquire online hospital(s), the Company also plans to acquire multiple independent pharmacies nationwide throughout China, integrating and operating the pharmacies as a chain using our extensive offline resources and IT solutions. The Company plans to build a new type of pharmacy operation and management system, as well as digital operation and sales solutions for its pharmacies, thereby enhancing its competitiveness and overcoming the current difficulties in the industry. As of the date of this report, the Company has not entered into any binding agreement nor letter of intent with regard to acquisition of online hospitals or pharmacies.

 

On November 16, 2023, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell up to an aggregate of 53,608,910 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.52875, or approximately $1.59 per American depositary share of the Company (“ADS”), at a price of $0.423 per Unit, or approximately $1.27 per ADS for an aggregate purchase price of approximately $22.68 million (the “November Offering”). The net proceeds to the Company from such November Offering was approximately $22.6 million and shall be used by the Company for working capital and general corporate purposes. The November Offering closed on November 21, 2023.

 

On October 2, 2023, Akso Health Group (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 35,739,270 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.48875, or approximately $1.47 per American depositary share of the Company (“ADS”), at a price of $0.391 per Unit, or approximately $1.17 per ADS for an aggregate purchase price of approximately $14 million (the “October Offering”). The net proceeds to the Company from such October Offering was approximately $14 million and shall be used by the Company for working capital and general corporate purposes. The October Offering closed on October 17, 2023.

v3.23.4
Accounting Policies, by Policy (Policies)
6 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The results of operations for the six months ended September 30, 2023 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2023. Certain prior year balances in the consolidated statements of operations and comprehensive (loss) and cash flows have been reclassified to the current year’s presentation.

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

Basis of consolidation

Basis of consolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, its consolidated VIEs and VIE’s subsidiaries for which the Company is the primary beneficiary. All inter-company transactions and balances have been eliminated upon consolidation.

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented. Assets and liabilities of the social E-commerce business were reclassified separately from other assets and liabilities of the Company on the consolidated balance sheets. Refer to Note 1 and Note 3.

Consolidated VIEs

Consolidated VIEs

VIE arrangements

In order to comply with the PRC laws and regulations which prohibit or restrict foreign investments into companies involved in restricted businesses, the Company operates its marketplace and restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Company or onshore nominees of the Company (“Nominee Shareholders”). The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements cannot be unilaterally terminated by the Nominee Shareholders or the PRC domestic companies. As a result, the Company maintains the ability to control these PRC domestic companies and is entitled to substantially all of the economic benefits from these PRC domestic companies. Management concluded that these PRC domestic companies are VIEs of the Company, of which the Company is the ultimate primary beneficiary. As such, the Company consolidated financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. The principal terms of the agreements entered into amongst the VIEs, their respective shareholders and the WFOE are further described below.

Exclusive Business Cooperation Agreements

The Exclusive Business Cooperation Agreements enable the WOFE to receive substantially all of the assets and business of the VIEs in the PRC. Under these Agreements, the WOFE has the exclusive right to provide the VIEs with comprehensive technical support, consulting services and other services during the term of these Agreements, including but not limited to software licensing; development, maintenance and update of software, network systems, hardware and database; technical support and training for employees; consultancy on technology and market information; business management consultation; marketing and promotion services, etc. The WOFE has the right to determine the fees associated with the services it provides based on the technical difficulty and complexity of the services, the actual labor costs it incurs for providing the services and some other factors during the relevant period. This Agreements remain effective unless otherwise terminated in writing by WOFE.

Equity Interest Pledge Agreements

Pursuant to the Equity Interest Pledge Agreements, each Shareholder of the VIEs agreed to pledge their equity interest in the VIEs to the WOFE to secure the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements and any such agreements to be entered into in the future. Shareholders of the VIEs agreed not to transfer, sell, pledge, dispose of or otherwise create any encumbrance on their equity interests in the VIEs without the prior written consent of the WOFE. The Pledges became effective on such date when the pledge of the Equity Interest contemplated herein were registered with the relevant administration for industry and commerce (the “AIC”) and remain effective until all contract obligations have been fully performed and all secured indebtedness has been fully paid.

 

Exclusive Option Agreements

Pursuant to the Exclusive Option Agreements, each of the Shareholders of the VIE irrevocably grant the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons (including individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations) to purchase the equity interests in the VIEs then held by such Shareholder of the VIEs once or at multiple times at any time in part or in whole at the WOFE’s sole and absolute discretion to the extent permitted by Chinese laws at the price of RMB 1 or at the price of the minimum amount of consideration permitted by the applicable PRC law at the time when such purchase occurs. These three Agreements remain effective until all equity interests held by the shareholders of the VIEs in the VIEs have been transferred or assigned to the WOFE and/or its designees.

Loan Agreements

Pursuant to the three Loan Agreements, the WOFE agreed to lend each of the Shareholders of VIEs a loan only to subscribe to the registered capital of the VIEs. The repayment of the loan shall be made by permitting the WOFE to execute its exclusive right to purchase shares from the shareholders of the VIEs under the Exclusive Option Agreement as the repayment is equivalent to the consideration of the purchased shares. The term of these loans is 10 years, which may be extended upon mutual written consent of all parties.

Power of Attorney

Each Shareholder of the VIEs, executed a Power of Attorney agreement with the WOFE and the VIEs, whereby Shareholders of the VIEs irrevocably appoint and constitute the WOFE as their attorney-in-fact to exercise on the shareholders’ behalf any and all rights that Shareholders of the VIEs have in respect of their equity interests in the VIEs. These three Power of Attorney documents remain irrevocable and continuously effective and valid as long as the original shareholders of the VIEs remain as the Shareholders of the VIEs.

Risks in relation to the VIE structure

The Company believes that the contractual arrangements with its VIEs and their respective shareholders are in compliance with the PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of the PRC laws and regulations, the PRC government could:

revoke the business and operating licenses of the Company’s PRC subsidiary and VIEs;
discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and VIEs;
limit the Company’s business expansion in the PRC by way of entering into contractual arrangements;
impose fines or other requirements with which the Company’s PRC subsidiary and VIEs may not be able to comply;
require the Company or the Company’s PRC subsidiary and VIEs to restructure the relevant ownership structure or operations; and/or
restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance the Company’s business and operations in the PRC.

The Company’s ability to conduct its Online Marketplace business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and their respective shareholders and it may lose the ability to receive economic benefits from the VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and VIEs.

 

The interests of the shareholders of VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the VIEs will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of the VIEs may encounter in their capacity as beneficial owners and directors of the VIEs, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of VIEs will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of the VIEs should they act to the detriment of the Company. The Company relies on certain current shareholders of the VIEs to fulfill their fiduciary duties and abide by laws of the PRC and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of the VIEs, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

In May 2023, the Company completed the disposal of its social E-commerce business, which was operated by the consolidated VIEs. As a result, the following financial statement amounts and balances of the consolidated VIEs were included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income and assets/liabilities held for sale in consolidated balance sheet.

   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Current Assets:        
Cash and cash equivalents   
       —
    678,691 
Accounts receivable, net   
    10,062 
Prepayments and other assets   
    43,779 
Amounts due from related parties   
    26,206,288 
Total Current Assets   
    26,938,820 
Property, equipment and software, net   
    28,698 
Total Assets   
    26,967,518 
           
Current Liabilities          
Accrued expenses and other current liabilities   
    32,430 
Taxes payable   
    (12,624)
Total Current Liabilities   
    19,806 
Total Liabilities   
    19,806 
   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net revenues   698    17,710 
Net loss   3,905    (281,150)
   For Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net cash provided by (used in) operating activities   
    (295,448)
Net cash provided by (used in) investing activities   
    
 
Net cash provided by (used in) financing activities   
    (1,263,206)

 

Share-based compensation Under these Agreements, the WOFE has the exclusive right to provide the VIEs with comprehensive technical support, consulting services and other services during the term of these Agreements, including but not limited to software licensing; development, maintenance and update of software, network systems, hardware and database; technical support and training for employees; consultancy on technology and market information; business management consultation; marketing and promotion services, etc. The WOFE has the right to determine the fees associated with the services it provides based on the technical difficulty and complexity of the services, the actual labor costs it incurs for providing the services and some other factors during the relevant period. This Agreements remain effective unless otherwise terminated in writing by WOFE.

Equity Interest Pledge Agreements

Pursuant to the Equity Interest Pledge Agreements, each Shareholder of the VIEs agreed to pledge their equity interest in the VIEs to the WOFE to secure the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements and any such agreements to be entered into in the future. Shareholders of the VIEs agreed not to transfer, sell, pledge, dispose of or otherwise create any encumbrance on their equity interests in the VIEs without the prior written consent of the WOFE. The Pledges became effective on such date when the pledge of the Equity Interest contemplated herein were registered with the relevant administration for industry and commerce (the “AIC”) and remain effective until all contract obligations have been fully performed and all secured indebtedness has been fully paid.

 

Recent Accounting Pronouncements As a result, the following financial statement amounts and balances of the consolidated VIEs were included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income and assets/liabilities held for sale in consolidated balance sheet.
   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Current Assets:        
Cash and cash equivalents   
       —
    678,691 
Accounts receivable, net   
    10,062 
Prepayments and other assets   
    43,779 
Amounts due from related parties   
    26,206,288 
Total Current Assets   
    26,938,820 
Property, equipment and software, net   
    28,698 
Total Assets   
    26,967,518 
           
Current Liabilities          
Accrued expenses and other current liabilities   
    32,430 
Taxes payable   
    (12,624)
Total Current Liabilities   
    19,806 
Total Liabilities   
    19,806 
   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net revenues   698    17,710 
Net loss   3,905    (281,150)
   For Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net cash provided by (used in) operating activities   
    (295,448)
Net cash provided by (used in) investing activities   
    
 
Net cash provided by (used in) financing activities   
    (1,263,206)

 

Uses of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable valuation allowance for deferred tax assets, valuation of share-based compensation and allowance for loans receivable and other receivable.

Fair value of financial instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.

The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the periods ended September 30, 2023 and March 31, 2023.

Discontinued Operations

A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. Included in the consolidated statements of operations and comprehensive (loss) income, result from discontinued operations have been reported separately from the income and expenses from continuing operations and prior periods have been presented on a reclassified comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations.

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.

 

Revenue recognition

In February 2022, the Company started its business in the US market for the sale of medical devices. In May 2020, the Company launched its social E-commerce platform and built collaboration with domestic mainstream E-commerce marketplaces. The Company provides recommendation services by referring certain interested users to those marketplaces for high-quality and affordable branded products. Prior to business transformation, the Company through its P2P business offered online consumer lending-related service in fiscal year 2020, which was discontinued in fiscal year 2021 and disposed on December 30, 2020. In May 2023, the Company disposed its social E-commerce business The Company presents value added taxes (“VAT”) as a reduction of revenues.

Revenues generated are accounted under Accounting Standards Update (ASU) 2014-09, “Revenue from contracts with Customers” (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Online marketplace services

Commission revenue

The commission services revenue primarily consists of commission fees charged to the online E-commerce marketplace for recommending users to purchase on their marketplaces, where the Company generally is acting as an agent and its performance obligation is to provide recommendation services for purchasing specified goods or services by those third-party sellers, is not responsible for fulfilling the promise to provide the specified goods or services, and does not have the ability to control the related shipping services when utilized by the third-party sellers. Upon successful sales, the Company will charge the online E-commerce companies a negotiated amount or a fixed rate commission fee based on the sales amount. Commission services revenues are recognized on a net basis at the point of receipt of products, net of a return allowance and incentives to consumers or channels.

In order to promote its online marketplace and attract more registered consumers, the Company at its own discretion offers incentives to consumers. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered payments to customers. Such incentives offered to consumers were as a reward for purchasing by themselves or their sharing through our platform. Incentives provided to consumers are specific to any merchant and are recognized as a reduction of commission service revenue. For the six months ended September 30, 2023 and 2022, the total amount of incentives was nil and US$16,152, respectively, which was included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income.

 

Sales of medical devices

Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in US market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

Since April 2022, through its subsidiary Qingdao Akso engaged in the sales of medical devices such as cardioverter-defibrillators and anesthesia laryngoscope in the market of China. Qingdao Akso purchased devices in quantity and distributes products primarily to medical products dealers or end-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

Disaggregation of revenue

For the six months ended September 30, 2023, all of the Company’s revenue was generated from the PRC and for the six months ended September 30, 2022, the Company’s revenue were generated from US and PRC. The following table illustrates the disaggregation of revenue:

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Revenue        
Revenue from medical devices   894,768    11,858,313 
Total revenues   894,768    11,858,313 
Tax and surcharges   (1,185)   (1,231)
Net Revenues   893,583    11,857,082 

Cash and cash equivalents

Cash and cash equivalents represent cash on hand, unrestricted demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

 

Accounts receivable and allowance for uncollectible accounts

Accounts receivable are mainly receivables from sales of medical devices business, which are stated at the historical carrying amount net of allowance for uncollectible accounts. The Company establishes an allowance for uncollectible accounts receivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that is not probable for the balance to be collected. Beginning on April 1, 2020, the Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Companys receivables within the scope of expected credit losses model and use these as a basis to develop the Companys expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes a specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. As of September 30, 2023 and March 31, 2023, the allowance for uncollectible accounts receivable balance was US$ 1,942,639 and US$ 400,759, respectively.

Inventories

Inventories are comprised of finished goods, which are defibrillators and anesthesia laryngoscope, and are stated at the lower of cost or net realizable value using first in first out (FIFO) method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of September 30, 2023 and March 31, 2023, the Company determined that no allowance was necessary.

Contract liabilities

Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.

Impairment of long-lived assets

The carrying value of the long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment loss was recognized for the six months ended September 30, 2023 and 2022.

Advertising and promotion expenses

The Company recognizes its advertising and promotion expenses as sales and marketing expense. Advertising expenses represent expenses for placing advertisements on television, radio and in newspapers, as well as on internet websites and search engines. Advertising and promotion cost are expensed as incurred. For the six months ended September 30, 2023 and 2022, the advertising and promotion expense was nil and US$ 100,255, respectively.

 

Lease

Upon the adoption of FASB ASC 842 on April 1, 2019 using the modified retrospective method, the Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, in the Company’s consolidated balance sheets. The Company does not have any finance leases as of the adoption date or September 30, 2023.

ROU represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.

For operating lease with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its consolidated balance sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and comprehensive (loss). The Company has operating lease agreements with insignificant non-lease components and have elected the practical expedient to combine and account for lease and non-lease components as single lease component.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (Note 16).

 

Treasury stock

Treasury stock represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired shares are recorded as treasury stock. The cost of treasury stock is transferred to “additional paid-in capital” when it is re-issued for the purpose of share options exercised and share awards.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Company accounts for income tax under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Under this method, deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. A valuation allowance is established against net deferred tax assets when it is more likely that some portion or all of the net deferred tax asset will not be realized. For the six months ended September 30, 2023 and 2022, the Company provided a full valuation allowance on the net deferred tax assets.

The Company may be subject to challenges from taxing authorities regarding the amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions. Management determines whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2023 and March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company does not believe that its unrecognized tax benefits will change over the next twelve months.

 

Noncontrolling interests

Noncontrolling interest consists of 49% of the equity interest of We Healthy held by other investors. Excess of contribution received from noncontrolling shareholders over carrying value of the entity is recorded in additional paid in capital. The noncontrolling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.

Noncontrolling interest consist of the following:

   September 30,   March 31, 
   2023   2023 
   USD   USD 
We Healthy   108,065    114,212 

Earnings (loss) per share

The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires public companies with capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) attributed to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Foreign currency translation

The reporting currency of the Company is the U.S. Dollar. The Company’s subsidiaries with operations in mainland China, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), and the United States generally use their respective local currencies as their functional currencies. The Company’s financial statements have been translated into the reporting currency. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average exchange rate during the reporting period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss). Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in “other income (expense)” in the consolidated statements of operations and comprehensive income. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that any RMB amounts could have been, or could be, converted, realized or settled into USD at the rates used in translation.

Spot exchange rates and average exchange rates were used in the translation of the condensed consolidated financial statements.

   For the Six Months Ended
September 30,
 
   2023   2022 
US Exchange Rate        
Period-end RMB   7.2960    7.1135 
Period average RMB   7.1287    6.7312 

 

Significant risks and uncertainties

Foreign currency risk

RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Company’s cash and cash equivalents denominated in RMB amounted to US$ 9,153,688 and US$7,876,767 as of September 30, 2023 and March 31, 2023, respectively.

Concentration of credit risk

Financial instruments that potentially expose the Company to significant concentration of credit risk primarily included in the financial lines of cash and cash equivalents, accounts receivable, loan receivables, other receivables and prepayments and other assets. As of September 30, 2023, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located worldwide, including mainland China and Unite State. According to the China Bank Deposit Insurance Ordinance, the deposits at each bank is covered by insurance with an upper limit of RMB 500,000 (approximately US$68,531) at each bank. As of September 30, 2023, the total amount not covered by issuance in the PRC was US$ 9,085,157. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of September 30, 2023, no cash balance maintained at financial institutions in Hong Kong was subject to credit risk. In the US, the insurance coverage of each bank is $250,000. As of September 30, 2023, no cash balance maintained at financial institutions in US was subject to credit risk. If the financial institutions could become insolvent, the Company could lose some or all of the value of its investments. To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent deposits with large financial institutions which management believes are of high credit quality and management also continually monitors the financial institutions’ credit worthiness.

Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.

Customer concentration risk

For the six months ended September 30, 2023, two customers accounted for 57.8% and 30.7% of the Company’s total revenues. For the six months ended September 30, 2022, three customers accounted for 62.8%, 11.3% and 10.3% of the Company’s total revenues. As of September 30, 2023, two customers accounted for 83.1% and 16.9% of the Company’s accounts receivable. As of March 31, 2023, two customers accounted for 82.5% and 16.5% of the Company’s carrying amount of accounts receivable.

Vendor concentration risk

For the six months ended September 30, 2023, one vendor accounted for 100% of the Company’s purchase of medical devices business. For the six months ended September 30, 2022, one vendor accounted for 100% of the Company’s purchase of medical devices business started in April 2022.There was no vendor of the Company that accounted for greater than 10% of the Company’s carrying amount of accounts payable as of September 30,2023 and March 31, 2023.

 

Recent Accounting Pronouncements

There are no recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss (income) and consolidated statements of cash flows.

Revenue recognition
   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net revenues   698    17,710 
Net loss   3,905    (281,150)
   For Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net cash provided by (used in) operating activities   
    (295,448)
Net cash provided by (used in) investing activities   
    
 
Net cash provided by (used in) financing activities   
    (1,263,206)

 

Uses of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable valuation allowance for deferred tax assets, valuation of share-based compensation and allowance for loans receivable and other receivable.

Fair value of financial instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.

The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the periods ended September 30, 2023 and March 31, 2023.

Discontinued Operations

A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. Included in the consolidated statements of operations and comprehensive (loss) income, result from discontinued operations have been reported separately from the income and expenses from continuing operations and prior periods have been presented on a reclassified comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations.

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.

 

Revenue recognition

In February 2022, the Company started its business in the US market for the sale of medical devices. In May 2020, the Company launched its social E-commerce platform and built collaboration with domestic mainstream E-commerce marketplaces. The Company provides recommendation services by referring certain interested users to those marketplaces for high-quality and affordable branded products. Prior to business transformation, the Company through its P2P business offered online consumer lending-related service in fiscal year 2020, which was discontinued in fiscal year 2021 and disposed on December 30, 2020. In May 2023, the Company disposed its social E-commerce business The Company presents value added taxes (“VAT”) as a reduction of revenues.

Revenues generated are accounted under Accounting Standards Update (ASU) 2014-09, “Revenue from contracts with Customers” (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Online marketplace services

Commission revenue

The commission services revenue primarily consists of commission fees charged to the online E-commerce marketplace for recommending users to purchase on their marketplaces, where the Company generally is acting as an agent and its performance obligation is to provide recommendation services for purchasing specified goods or services by those third-party sellers, is not responsible for fulfilling the promise to provide the specified goods or services, and does not have the ability to control the related shipping services when utilized by the third-party sellers. Upon successful sales, the Company will charge the online E-commerce companies a negotiated amount or a fixed rate commission fee based on the sales amount. Commission services revenues are recognized on a net basis at the point of receipt of products, net of a return allowance and incentives to consumers or channels.

In order to promote its online marketplace and attract more registered consumers, the Company at its own discretion offers incentives to consumers. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered payments to customers. Such incentives offered to consumers were as a reward for purchasing by themselves or their sharing through our platform. Incentives provided to consumers are specific to any merchant and are recognized as a reduction of commission service revenue. For the six months ended September 30, 2023 and 2022, the total amount of incentives was nil and US$16,152, respectively, which was included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income.

 

Sales of medical devices

Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in US market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

Since April 2022, through its subsidiary Qingdao Akso engaged in the sales of medical devices such as cardioverter-defibrillators and anesthesia laryngoscope in the market of China. Qingdao Akso purchased devices in quantity and distributes products primarily to medical products dealers or end-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.

Disaggregation of revenue

For the six months ended September 30, 2023, all of the Company’s revenue was generated from the PRC and for the six months ended September 30, 2022, the Company’s revenue were generated from US and PRC. The following table illustrates the disaggregation of revenue:

   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Revenue        
Revenue from medical devices   894,768    11,858,313 
Total revenues   894,768    11,858,313 
Tax and surcharges   (1,185)   (1,231)
Net Revenues   893,583    11,857,082 
Uses of estimates

Uses of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable valuation allowance for deferred tax assets, valuation of share-based compensation and allowance for loans receivable and other receivable.

Fair value of financial instruments

Fair value of financial instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.

The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the periods ended September 30, 2023 and March 31, 2023.

Discontinued Operations

Discontinued Operations

A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. Included in the consolidated statements of operations and comprehensive (loss) income, result from discontinued operations have been reported separately from the income and expenses from continuing operations and prior periods have been presented on a reclassified comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations.

Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.

 

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents represent cash on hand, unrestricted demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

 

Accounts receivable and allowance for uncollectible accounts

Accounts receivable and allowance for uncollectible accounts

Accounts receivable are mainly receivables from sales of medical devices business, which are stated at the historical carrying amount net of allowance for uncollectible accounts. The Company establishes an allowance for uncollectible accounts receivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that is not probable for the balance to be collected. Beginning on April 1, 2020, the Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Companys receivables within the scope of expected credit losses model and use these as a basis to develop the Companys expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes a specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. As of September 30, 2023 and March 31, 2023, the allowance for uncollectible accounts receivable balance was US$ 1,942,639 and US$ 400,759, respectively.

Inventories

Inventories

Inventories are comprised of finished goods, which are defibrillators and anesthesia laryngoscope, and are stated at the lower of cost or net realizable value using first in first out (FIFO) method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of September 30, 2023 and March 31, 2023, the Company determined that no allowance was necessary.

Contract liabilities

Contract liabilities

Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.

Impairment of long-lived assets

Impairment of long-lived assets

The carrying value of the long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment loss was recognized for the six months ended September 30, 2023 and 2022.

Advertising and promotion expenses

Advertising and promotion expenses

The Company recognizes its advertising and promotion expenses as sales and marketing expense. Advertising expenses represent expenses for placing advertisements on television, radio and in newspapers, as well as on internet websites and search engines. Advertising and promotion cost are expensed as incurred. For the six months ended September 30, 2023 and 2022, the advertising and promotion expense was nil and US$ 100,255, respectively.

 

Lease

Lease

Upon the adoption of FASB ASC 842 on April 1, 2019 using the modified retrospective method, the Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, in the Company’s consolidated balance sheets. The Company does not have any finance leases as of the adoption date or September 30, 2023.

ROU represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.

For operating lease with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its consolidated balance sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and comprehensive (loss). The Company has operating lease agreements with insignificant non-lease components and have elected the practical expedient to combine and account for lease and non-lease components as single lease component.

Warrants

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (Note 16).

 

Treasury stock

Treasury stock

Treasury stock represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired shares are recorded as treasury stock. The cost of treasury stock is transferred to “additional paid-in capital” when it is re-issued for the purpose of share options exercised and share awards.

Income taxes

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Company accounts for income tax under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Under this method, deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. A valuation allowance is established against net deferred tax assets when it is more likely that some portion or all of the net deferred tax asset will not be realized. For the six months ended September 30, 2023 and 2022, the Company provided a full valuation allowance on the net deferred tax assets.

The Company may be subject to challenges from taxing authorities regarding the amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions. Management determines whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2023 and March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company does not believe that its unrecognized tax benefits will change over the next twelve months.

 

Noncontrolling interests

Noncontrolling interests

Noncontrolling interest consists of 49% of the equity interest of We Healthy held by other investors. Excess of contribution received from noncontrolling shareholders over carrying value of the entity is recorded in additional paid in capital. The noncontrolling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.

Noncontrolling interest consist of the following:

   September 30,   March 31, 
   2023   2023 
   USD   USD 
We Healthy   108,065    114,212 
Earnings (loss) per share

Earnings (loss) per share

The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires public companies with capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) attributed to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Foreign currency translation

Foreign currency translation

The reporting currency of the Company is the U.S. Dollar. The Company’s subsidiaries with operations in mainland China, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), and the United States generally use their respective local currencies as their functional currencies. The Company’s financial statements have been translated into the reporting currency. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average exchange rate during the reporting period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss). Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in “other income (expense)” in the consolidated statements of operations and comprehensive income. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that any RMB amounts could have been, or could be, converted, realized or settled into USD at the rates used in translation.

Spot exchange rates and average exchange rates were used in the translation of the condensed consolidated financial statements.

   For the Six Months Ended
September 30,
 
   2023   2022 
US Exchange Rate        
Period-end RMB   7.2960    7.1135 
Period average RMB   7.1287    6.7312 

 

Significant risks and uncertainties

Significant risks and uncertainties

Foreign currency risk

RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Company’s cash and cash equivalents denominated in RMB amounted to US$ 9,153,688 and US$7,876,767 as of September 30, 2023 and March 31, 2023, respectively.

Concentration of credit risk

Financial instruments that potentially expose the Company to significant concentration of credit risk primarily included in the financial lines of cash and cash equivalents, accounts receivable, loan receivables, other receivables and prepayments and other assets. As of September 30, 2023, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located worldwide, including mainland China and Unite State. According to the China Bank Deposit Insurance Ordinance, the deposits at each bank is covered by insurance with an upper limit of RMB 500,000 (approximately US$68,531) at each bank. As of September 30, 2023, the total amount not covered by issuance in the PRC was US$ 9,085,157. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of September 30, 2023, no cash balance maintained at financial institutions in Hong Kong was subject to credit risk. In the US, the insurance coverage of each bank is $250,000. As of September 30, 2023, no cash balance maintained at financial institutions in US was subject to credit risk. If the financial institutions could become insolvent, the Company could lose some or all of the value of its investments. To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent deposits with large financial institutions which management believes are of high credit quality and management also continually monitors the financial institutions’ credit worthiness.

Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.

Customer concentration risk

For the six months ended September 30, 2023, two customers accounted for 57.8% and 30.7% of the Company’s total revenues. For the six months ended September 30, 2022, three customers accounted for 62.8%, 11.3% and 10.3% of the Company’s total revenues. As of September 30, 2023, two customers accounted for 83.1% and 16.9% of the Company’s accounts receivable. As of March 31, 2023, two customers accounted for 82.5% and 16.5% of the Company’s carrying amount of accounts receivable.

Vendor concentration risk

For the six months ended September 30, 2023, one vendor accounted for 100% of the Company’s purchase of medical devices business. For the six months ended September 30, 2022, one vendor accounted for 100% of the Company’s purchase of medical devices business started in April 2022.There was no vendor of the Company that accounted for greater than 10% of the Company’s carrying amount of accounts payable as of September 30,2023 and March 31, 2023.

 

v3.23.4
Business Description (Tables)
6 Months Ended
Sep. 30, 2023
Business Description [Abstract]  
​Schedule of the Company's Principal Subsidiaries As of September 30, 2023, the Company’s principal subsidiaries are as follows:
   Date of         
   incorporation /  Place of  Percentage of   
   acquisition  incorporation  legal ownership  Principal activities
Wholly owned subsidiaries            
We Health Limited (“We Health”)  July 8, 2021  New York  100%  Investment holding
We Healthy Limited (“We Healthy”)  December 15, 2021  Hong Kong  51%  Investment holding
Akso Remote Medical Consultation Center Inc. (“Akso Remote Medical”)  January 3, 2022  Wyoming  100%  Provision of health treatment services
Akso Online MediTech Co., Ltd.(“Akso Online MediTech”)  January 4, 2022  Wyoming  100%  Sales of medical devices
Akso First Health Treatment Center Inc. (“Akso First Health”)  January 4, 2022  Massachusetts  100%  Provision of health treatment services
Qindao Akso Health Management Co., Limited (“Qingdao Akso”)  January 26, 2022  PRC  51%  Provision of health treatment services
v3.23.4
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Schedule of Financial Statement Amounts and Balances of the Consolidated VIEs the following financial statement amounts and balances of the consolidated VIEs were included in net income (loss) from discontinued operation in the accompanying consolidated statements of operations and comprehensive (loss) income and assets/liabilities held for sale in consolidated balance sheet.
   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Current Assets:        
Cash and cash equivalents   
       —
    678,691 
Accounts receivable, net   
    10,062 
Prepayments and other assets   
    43,779 
Amounts due from related parties   
    26,206,288 
Total Current Assets   
    26,938,820 
Property, equipment and software, net   
    28,698 
Total Assets   
    26,967,518 
           
Current Liabilities          
Accrued expenses and other current liabilities   
    32,430 
Taxes payable   
    (12,624)
Total Current Liabilities   
    19,806 
Total Liabilities   
    19,806 
   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net revenues   698    17,710 
Net loss   3,905    (281,150)
   For Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Net cash provided by (used in) operating activities   
    (295,448)
Net cash provided by (used in) investing activities   
    
 
Net cash provided by (used in) financing activities   
    (1,263,206)

 

Schedule of Disaggregation of Revenue For the six months ended September 30, 2023, all of the Company’s revenue was generated from the PRC and for the six months ended September 30, 2022, the Company’s revenue were generated from US and PRC. The following table illustrates the disaggregation of revenue:
   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Revenue        
Revenue from medical devices   894,768    11,858,313 
Total revenues   894,768    11,858,313 
Tax and surcharges   (1,185)   (1,231)
Net Revenues   893,583    11,857,082 
Schedule of Noncontrolling Interest Noncontrolling interest consist of the following:
   September 30,   March 31, 
   2023   2023 
   USD   USD 
We Healthy   108,065    114,212 
Schedule of Spot Exchange Rates and Average Exchange Rates Spot exchange rates and average exchange rates were used in the translation of the condensed consolidated financial statements.
   For the Six Months Ended
September 30,
 
   2023   2022 
US Exchange Rate        
Period-end RMB   7.2960    7.1135 
Period average RMB   7.1287    6.7312 

 

v3.23.4
Discontinued Operation (Tables)
6 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
​Schedule of Discontinued Operations The results of discontinued operations for the six months ended September 30, 2023 and 2022 are as follows:
   For the six months ended
September 31,
 
   2023   2022 
   USD   USD 
Net Revenues   698    15,339 
Operating costs and expenses   4,575    845,369 
Loss from discontinued operations   (3,877)   (830,030)
Other income (expense), net   (28)   9,601 
Loss before tax   (3,905)   (820,429)
Income tax provision   
    
 
Net loss from discontinued operations, net of tax   (3,905)   (820,429)
Loss on sale of discontinued operations, net of taxes   (389,576)   
 
Net loss from disposition subsidiaries   (393,481)   (820,429)
Schedule of Loss on Sale of Discontinued Operation, Net of Taxes Assets and liabilities of the discontinued operations are as follows:
   March 31,
2023
 
   USD 
Cash and cash equivalents   1,268,235 
Accounts receivable, net   10,062 
Prepayments and other assets   44,004 
Property, plant and equipment, net   29,051 
Current assets held for sale-discontinued operation   1,351,352 
      
Accrued expenses and other current liabilities   737,693 
Taxes    32,210 
Total liabilities of Discontinued Operations   705,483 

Schedule of Loss on Sale of Discontinued Operation, Net of Taxes The calculation of Loss on sale of discontinued operation, net of taxes are as below:
   May 19,
2023
 
   US$ 
Cash and cash equivalents   1,019,687 
Accounts receivable, net   9,410 
Prepayments and other assets   238,524 
Property, plant and equipment, net   24,739 
Account payable   (655,773)
Accrued expenses and other current liabilities   (32,011)
Net assets   604,576 
Fair value of the consideration   215,000 
Loss on sale of discontinued operations, net of taxes   (389,576)
v3.23.4
Accounts Receivable, Net (Tables)
6 Months Ended
Sep. 30, 2023
Accounts Receivable, Net [Abstract]  
​Schedule of Accounts Receivable, Net
   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Accounts receivable   7,770,556    8,097,742 
Allowance for uncollectible accounts receivable   (1,942,639)   (400,759)
Accounts receivable, net   5,827,917    7,696,983 
v3.23.4
Prepayments and Other Assets (Tables)
6 Months Ended
Sep. 30, 2023
Prepayments and Other Assets [Abstract]  
​Schedule of Prepayments and Other Assets
   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Deposit   51,809    
 
Prepayments to suppliers and others   561,914    272,129 
Total prepayments and other assets   613,723    272,129 
v3.23.4
Loan Receivables (Tables)
6 Months Ended
Sep. 30, 2023
Other Receivables [Abstract]  
​Schedule of Loan Receivables
   As of   As of 
   September 30,
2023
   March 31,
 2023
 
   USD   USD 
         
Loan receivables   
    1,528,918 
Allowance for uncollectible loan receivables   
    
 
Loan receivables, net   
    1,528,918 
Loan receivables – current   
    1,528,918 
Loan receivables – non-current   
    
 
v3.23.4
Accrued Expenses and Other Current Liabilities (Tables)
6 Months Ended
Sep. 30, 2023
Accrued Expenses and Other Current Liabilities [Abstract]  
​Schedule of Accrued Expenses and Other Current Liabilities
   As of   As of 
   September 30,
2023
   March 31,
2023
 
   USD   USD 
Accrued payroll and benefits   817,045    588,342 
Professional fees and other accrued expenses   715    245,340 
Interest payable   186,391    105,085 
    1,004,151    938,767 
v3.23.4
Taxes Payable (Tables)
6 Months Ended
Sep. 30, 2023
Taxes Payable [Abstract]  
Schedule of Taxes Payable
   As of
September 30,
 2023
   As of
March 31,
 2023
 
   USD   USD 
Income taxes payable   93,822    95,888 
Other taxes payable   
    117 
Total taxes payable   93,822    96,005 
v3.23.4
Earnings (Loss) Per Share (“EPS” or “LPS”) (Tables)
6 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Outstanding Shares for Basic and Diluted Net Earnings Per Share The following table details the outstanding shares for basic and diluted net earnings per share:
   For the Six Months Ended
September 30,
 
   2023   2022 
   USD   USD 
Numerator:        
Net (loss) income attributable to Akso Health Group’s shareholders   (3,457,657)   810,338 
           
Denominator:          
Weighted average number of ordinary shares outstanding-basic   68,598,050    68,598,050 
Weighted average number of dilutive potential ordinary shares from share options   
    
 
Weighted average number of ordinary shares outstanding-diluted   68,598,050    68,598,050 
Basic (loss) earnings per common share   (0.05)   0.01 
Diluted (loss) earnings per common share   (0.05)   0.01 
v3.23.4
Shareholders' Equity (Tables)
6 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
​Schedule of Warrants Outstanding and Exercisable Following is a summary of the status of warrants outstanding and exercisable as of September 30, 2023:
   Warrants   Weighted Average
Exercise Price
   Aggregate
Intrinsic Value
 
Warrants outstanding, as of March 31, 2023   6,340,000    

3.0

    
        —
 
Issued   
   $    
 
Exercised   
    
    
 
Expired   
    
    
 
Warrants outstanding, as of September 30, 2023   6,340,000   $3.0    
 
Warrants exercisable, as of September 30, 2023   6,340,000   $3.0    
 
v3.23.4
Business Description (Details) - ​Schedule of the Company's Principal Subsidiaries
6 Months Ended
Sep. 30, 2023
We Health Limited (“We Health”) [Member]  
Wholly owned subsidiaries  
Date of incorporation / acquisition July 8, 2021
Place of incorporation New York
Percentage of legal ownership 100.00%
Principal activities Investment holding
We Healthy Limited (“We Healthy”) [Member]  
Wholly owned subsidiaries  
Date of incorporation / acquisition December 15, 2021
Place of incorporation Hong Kong
Percentage of legal ownership 51.00%
Principal activities Investment holding
Akso Remote Medical Consultation Center Inc. (“Akso Remote Medical”) [Member]  
Wholly owned subsidiaries  
Date of incorporation / acquisition January 3, 2022
Place of incorporation Wyoming
Percentage of legal ownership 100.00%
Principal activities Provision of health treatment services
Akso Online MediTech Co., Ltd.(“Akso Online MediTech”) [Member]  
Wholly owned subsidiaries  
Date of incorporation / acquisition January 4, 2022
Place of incorporation Wyoming
Percentage of legal ownership 100.00%
Principal activities Sales of medical devices
Akso First Health Treatment Center Inc. (“Akso First Health”) [Member]  
Wholly owned subsidiaries  
Date of incorporation / acquisition January 4, 2022
Place of incorporation Massachusetts
Percentage of legal ownership 100.00%
Principal activities Provision of health treatment services
Qindao Akso Health Management Co., Limited (“Qingdao Akso”) [Member]  
Wholly owned subsidiaries  
Date of incorporation / acquisition January 26, 2022
Place of incorporation PRC
Percentage of legal ownership 51.00%
Principal activities Provision of health treatment services
v3.23.4
Summary of Significant Accounting Policies (Details)
6 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2023
CNY (¥)
Sep. 30, 2022
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2023
CNY (¥)
Sep. 30, 2023
HKD ($)
Summary of Significant Accounting Policies (Details) [Line Items]            
Minimum amount (in Yuan Renminbi) | ¥   ¥ 1        
Number of loan agreements 3       3 3
Term of the loan 10 years 10 years        
Revenue (in Dollars) $ 894,768   $ 11,858,313      
Allowance for uncollectible accounts receivable (in Dollars) 1,942,639     $ 400,759    
Impairment loss (in Dollars)        
Advertising and promotion expense (in Dollars)   100,255      
Operating lease, term of contract 1 year       1 year 1 year
Cash and cash equivalents (in Dollars) $ 9,153,688     $ 7,876,767    
Deposits covered by insurance 68,531       ¥ 500,000  
Amount not covered by issuance (in Dollars) 9,085,157          
Maximum compensation limit by hong kong deposit protection board 64,000         $ 500,000
Insurance coverage upper limit (in Dollars) $ 250,000          
Vendor concentration risk percentage 10.00% 10.00%   10.00%    
We Healthy Limited [Member] | Other Investors [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Noncontrolling interest rate 49.00%       49.00% 49.00%
Commission Revenue [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Revenue (in Dollars)          
Commission Services [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Revenue (in Dollars)     $ 16,152      
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Concentration of credit risk 57.80% 57.80% 62.80%      
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Concentration of credit risk 83.10% 83.10%   82.50%    
Customers Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Concentration of credit risk 30.70% 30.70% 11.30%      
Customers Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Concentration of credit risk 16.90% 16.90%   16.50%    
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Concentration of credit risk     10.30%      
One Vendor [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]            
Summary of Significant Accounting Policies (Details) [Line Items]            
Concentration of credit risk 100.00% 100.00%        
Vendor percentage     100.00%      
v3.23.4
Summary of Significant Accounting Policies (Details) - Schedule of Financial Statement Amounts and Balances of the Consolidated VIEs - VIEs [Member] - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2023
Current Assets:      
Cash and cash equivalents   $ 678,691
Accounts receivable, net   10,062
Prepayments and other assets   43,779
Amounts due from related parties   26,206,288
Total Current Assets   26,938,820
Property, equipment and software, net   28,698
Total Assets   26,967,518
Current Liabilities      
Accrued expenses and other current liabilities   32,430
Taxes payable   (12,624)
Total Current Liabilities   19,806
Total Liabilities   $ 19,806
Net revenues 698 $ 17,710  
Net loss 3,905 (281,150)  
Net cash provided by (used in) operating activities (295,448)  
Net cash provided by (used in) investing activities  
Net cash provided by (used in) financing activities $ (1,263,206)  
v3.23.4
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue - Disaggregation of Revenue [Member] - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Revenue    
Revenue from medical devices $ 894,768 $ 11,858,313
Total revenues 894,768 11,858,313
Tax and surcharges (1,185) (1,231)
Net Revenues $ 893,583 $ 11,857,082
v3.23.4
Summary of Significant Accounting Policies (Details) - Schedule of Noncontrolling Interest - USD ($)
Sep. 30, 2023
Mar. 31, 2023
We Healthy [Member]    
Schedule of Noncontrolling Interest [Line Items]    
Noncontrolling interest $ 108,065 $ 114,212
v3.23.4
Summary of Significant Accounting Policies (Details) - Schedule of Spot Exchange Rates and Average Exchange Rates
Sep. 30, 2023
Sep. 30, 2022
Schedule of Spot Exchange Rates and Average Exchange Rates [Line Items]    
Period-end RMB 7.296 7.1135
Period average RMB 7.1287 6.7312
v3.23.4
Discontinued Operation (Details)
¥ in Millions
May 10, 2023
USD ($)
Dec. 16, 2020
USD ($)
Dec. 16, 2020
CNY (¥)
Discontinued Operation (Details) [Line Items]      
Cash consideration   $ 726,781  
Exchange for cash consideration $ 215,000    
Discontinued Operations, Held-for-Sale [Member] | Hexin E Commerce Company Limited [Member]      
Discontinued Operation (Details) [Line Items]      
Cash consideration | ¥     ¥ 5
v3.23.4
Discontinued Operation (Details) - ​Schedule of Discontinued Operations - Discontinued Operations, Held-for-Sale [Member] - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net Revenues $ 698 $ 15,339
Operating costs and expenses 4,575 845,369
Loss from discontinued operations (3,877) (830,030)
Other income (expense), net (28) 9,601
Loss before tax (3,905) (820,429)
Income tax provision
Net loss from discontinued operations, net of tax (3,905) (820,429)
Loss on sale of discontinued operations, net of taxes (389,576)
Net loss from disposition subsidiaries $ (393,481) $ (820,429)
v3.23.4
Discontinued Operation (Details) - ​Schedule of Assets and Liabilities of the Discontinued Operations
Mar. 31, 2023
USD ($)
​Schedule of Assets and Liabilities of the Discontinued Operations [Abstract]  
Cash and cash equivalents $ 1,268,235
Accounts receivable, net 10,062
Prepayments and other assets 44,004
Property, plant and equipment, net 29,051
Current assets held for sale-discontinued operation 1,351,352
Accrued expenses and other current liabilities 737,693
Taxes 32,210
Total liabilities of Discontinued Operations $ 705,483
v3.23.4
Discontinued Operation (Details) - Schedule of Loss on Sale of Discontinued Operation, Net of Taxes
May 19, 2023
USD ($)
​Schedule of Assets and Liabilities of the Discontinued Operations [Abstract]  
Cash and cash equivalents $ 1,019,687
Accounts receivable, net 9,410
Prepayments and other assets 238,524
Property, plant and equipment, net 24,739
Account payable (655,773)
Accrued expenses and other current liabilities (32,011)
Net assets 604,576
Fair value of the consideration 215,000
Loss on sale of discontinued operations, net of taxes $ (389,576)
v3.23.4
Accounts Receivable, Net (Details) - ​Schedule of Accounts Receivable, Net - USD ($)
Sep. 30, 2023
Mar. 31, 2023
​Schedule of accounts receivable, net [Abstract]    
Accounts receivable $ 7,770,556 $ 8,097,742
Allowance for uncollectible accounts receivable (1,942,639) (400,759)
Accounts receivable, net $ 5,827,917 $ 7,696,983
v3.23.4
Prepayments and Other Assets (Details) - ​Schedule of Prepayments and Other Assets - USD ($)
Sep. 30, 2023
Mar. 31, 2023
​Schedule of Prepayments and Other Assets [Line Items]    
Deposit $ 51,809
Prepayments to suppliers and others 561,914 272,129
Total prepayments and other assets $ 613,723 $ 272,129
v3.23.4
Inventories (Details) - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Inventory Disclosure [Abstract]    
Inventory, cost of finished goods $ 1,227,339 $ 1,686,449
Inventory
v3.23.4
Loan Receivables (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2023
USD ($)
Mar. 31, 2023
CNY (¥)
Loan Receivables [Abstract]    
Remaining balance $ 1.5 ¥ 10.5
Annual interest 2.00% 2.00%
v3.23.4
Loan Receivables (Details) - ​Schedule of Loan Receivables - USD ($)
6 Months Ended
Sep. 30, 2023
Mar. 31, 2023
​Schedule of other receivables [Abstract]    
Loan receivables $ 1,528,918
Allowance for uncollectible loan receivables
Loan receivables, net 1,528,918
Loan receivables – current 1,528,918
Loan receivables – non-current
v3.23.4
Right of Use Lease Assets (Details)
Apr. 01, 2019
Sep. 30, 2023
Right of Use Lease Assets [Abstract]    
Lease, practical expedient false  
Lease practical expedient use of hindsight false  
Operating lease term   1 year
v3.23.4
Accrued Expenses and Other Current Liabilities (Details) - ​Schedule of Accrued Expenses and Other Current Liabilities - USD ($)
Sep. 30, 2023
Mar. 31, 2023
​Schedule of accrued expenses and other current liabilities [Abstract]    
Accrued payroll and benefits $ 817,045 $ 588,342
Professional fees and other accrued expenses 715 245,340
Interest payable 186,391 105,085
Accrued expenses and other current liabilities $ 1,004,151 $ 938,767
v3.23.4
Short-Term Loan – Third Parties (Details) - Akso Online Meditech Co Ltd [Member]
6 Months Ended
Sep. 30, 2023
USD ($)
Short-Term Loan – Third Parties (Details) [Line Items]  
Borrowings $ 350,000
Percentage of annual interest rate 5.00%
Maturity term 1 year
v3.23.4
Related Party Balances and Transactions (Details) - USD ($)
6 Months Ended
Aug. 27, 2023
Jul. 28, 2022
Jul. 27, 2022
Jan. 24, 2022
Aug. 26, 2021
Sep. 30, 2023
Mar. 31, 2023
Related Party Balances and Transactions (Details) [Line Items]              
Loan amount       $ 35,200,000      
Loan term 1 year            
Balance due to related parties           $ 2,000,000 $ 2,000,000
Principal amount     $ 27,513,849        
Unpaid interest     $ 358,751        
Repayment of debt   $ 27,872,600          
Unpaid principal           7,686,151  
Outstanding interest           $ 186,391  
Loan [Member] | Webao Ltd [Member]              
Related Party Balances and Transactions (Details) [Line Items]              
Annual interest rate         0.00%    
Webao Ltd [Member]              
Related Party Balances and Transactions (Details) [Line Items]              
Annual interest rate 0.00%     2.00%      
Board of Directors Chairman [Member]              
Related Party Balances and Transactions (Details) [Line Items]              
Loan term           1 year  
Commercial Loan [Member] | Webao Ltd [Member]              
Related Party Balances and Transactions (Details) [Line Items]              
Loan amount         $ 2,000,000    
SOS Limited [Member]              
Related Party Balances and Transactions (Details) [Line Items]              
Loan term           1 year  
v3.23.4
Employee Benefits (Details) - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Retirement Benefits [Abstract]    
Amount of contributions $ 3,020 $ 1,330
v3.23.4
Taxes Payable (Details) - Schedule of Taxes Payable - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Taxes Payable [Abstract]    
Income taxes payable $ 93,822 $ 95,888
Other taxes payable 117
Total taxes payable $ 93,822 $ 96,005
v3.23.4
Income Taxes (Details)
6 Months Ended
Sep. 30, 2023
U.S. [Member]  
Income Taxes (Details) [Line Items]  
Federal statutory income tax rate 21.00%
PRC [Member]  
Income Taxes (Details) [Line Items]  
Federal statutory income tax rate 25.00%
We Health [Member] | U.S. [Member]  
Income Taxes (Details) [Line Items]  
State income taxes 6.50%
Akso Remote Medical [Member] | U.S. [Member]  
Income Taxes (Details) [Line Items]  
State income taxes 0.00%
Akso Online MediTech [Member] | U.S. [Member]  
Income Taxes (Details) [Line Items]  
State income taxes 8.00%
v3.23.4
Earnings (Loss) Per Share (“EPS” or “LPS”) (Details) - Schedule of Outstanding Shares for Basic and Diluted Net Earnings Per Share - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Numerator:    
Net (loss) income attributable to Akso Health Group’s shareholders (in Dollars) $ (3,457,657) $ 810,338
Denominator:    
Weighted average number of ordinary shares outstanding-basic 68,598,050 68,598,050
Weighted average number of dilutive potential ordinary shares from share options
Weighted average number of ordinary shares outstanding-diluted 68,598,050 68,598,050
Basic (loss) earnings per common share (in Dollars per share) $ (0.05) $ 0.01
Diluted (loss) earnings per common share (in Dollars per share) $ (0.05) $ 0.01
v3.23.4
Shareholders' Equity (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Sep. 17, 2021
Aug. 09, 2021
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Mar. 31, 2022
Shareholders' Equity (Details) [Line Items]            
Ordinary shares, shares authorized     500,000,000 500,000,000    
Ordinary shares, par value (in Dollars per share)     $ 0.0001 $ 0.0001    
Ordinary shares, shares outstanding     68,598,050 68,598,050 68,598,050 68,598,050
Reverse ADS split ratio     The change in the ADS ratio has the same effect as a one-for-three reverse ADS split.      
Exercise price of warrants (in Dollars per share)   $ 3        
Net proceeds (in Dollars) $ 10,000          
Initial exercise price (in Dollars per share)     $ 3      
Term of warrants     5 years      
Number of shares to purchase warrants     6,340,000      
Weighted average exercise price of warrants (in Dollars per share)     $ 3      
Remaining contractual life of warrants     3 years      
Private Placement [Member]            
Shareholders' Equity (Details) [Line Items]            
Ordinary shares, par value (in Dollars per share)   $ 1.58        
Number of units issued   6,340,000        
Number of shares in a unit   3        
Aggregate purchase price (in Dollars)   $ 10,020        
Warrrant [Member]            
Shareholders' Equity (Details) [Line Items]            
Number of shares to purchase warrants     19,020,000      
Common Stock [Member]            
Shareholders' Equity (Details) [Line Items]            
Ordinary shares, par value (in Dollars per share)     $ 0.0001      
Warrant [Member] | Private Placement [Member]            
Shareholders' Equity (Details) [Line Items]            
Number of shares in a unit   3        
Warrant [Member] | Common Stock [Member]            
Shareholders' Equity (Details) [Line Items]            
Ordinary shares, par value (in Dollars per share)   $ 0.0001        
v3.23.4
Shareholders' Equity (Details) - ​Schedule of Warrants Outstanding and Exercisable
6 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
shares
Schedule of Warrants Outstanding and Exercisable [Abstract]  
Warrants, beginning balance | shares 6,340,000
Weighted Average Exercise Price Outstanding, beginning balance | $ / shares $ 3
Aggregate Intrinsic Value, beginning balance | $
Warrants, ending balance | shares 6,340,000
Weighted Average Exercise Price Outstanding, ending balance | $ / shares $ 3
Aggregate Intrinsic Value, ending balance | $
Warrants exercisable, warrants | shares 6,340,000
Weighted Average Exercise Price, exercisable | $ / shares $ 3
Aggregate Intrinsic Value, exercisable | $
Warrants, Issued | shares
Aggregate Intrinsic Value, Issued | $
Warrants, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Aggregate Intrinsic Value, Exercised | $
Warrants, Expired | shares
Weighted Average Exercise Price, Expired | $ / shares
Aggregate Intrinsic Value, Expired | $
v3.23.4
Treasury Stock (Details)
Dec. 10, 2018
USD ($)
shares
Treasury Stock (Details) [Line Items]  
Number of shares to be repurchased $ 25,000,000
Term of repurchase 12 months
American Depository Shares [Member]  
Treasury Stock (Details) [Line Items]  
Repurchase of ordinary shares (in Shares) | shares 1,165,883
Total consideration on repurchase of shares $ 3,988,370
v3.23.4
Restricted Net Assets (Details) - USD ($)
6 Months Ended
Sep. 30, 2023
Mar. 31, 2023
Restricted Net Assets [Abstract]    
Restricted net assets $ 89,500,000 $ 89,500,000
Annual basis, percentage 10.00%  
Registered capital, percentage 50.00%  
Statutory reserve $ 485,211 $ 485,211
v3.23.4
Subsequent Events (Details) - USD ($)
Nov. 16, 2023
Oct. 02, 2023
Sep. 30, 2023
Mar. 31, 2023
Subsequent Events (Details) [Line Items]        
Ordinary shares, par value     $ 0.0001 $ 0.0001
Subsequent Event [Member]        
Subsequent Events (Details) [Line Items]        
Ordinary shares, par value   $ 0.0001    
Aggregate purchase price   $ 14,000,000    
Excess stock shares   35,739,270    
Number of ordinary share   1    
Number of shares   1    
Warrant shares   $ 1.17    
Exercise price of warrant   $ 0.391    
Warrant [Member] | Subsequent Event [Member]        
Subsequent Events (Details) [Line Items]        
Aggregate purchase price   $ 14,000,000    
Forecast [Member]        
Subsequent Events (Details) [Line Items]        
Aggregate shares 53,608,910      
Ordinary shares, par value $ 0.0001      
Initial exercise price $ 0.52875      
Aggregate purchase price $ 1.59      
Aggregate value 22,600,000      
Forecast [Member] | Warrant [Member]        
Subsequent Events (Details) [Line Items]        
Aggregate purchase price 0.423      
Akso Health Group [Member] | Subsequent Event [Member]        
Subsequent Events (Details) [Line Items]        
Warrant shares   $ 0.48875    
Exercise price of warrant   $ 1.47    
Akso Health Group [Member] | Forecast [Member]        
Subsequent Events (Details) [Line Items]        
Aggregate purchase price 22,680,000      
Akso Health Group [Member] | Forecast [Member] | Warrant [Member]        
Subsequent Events (Details) [Line Items]        
Aggregate purchase price $ 1.27      

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