Full Press Release Details
HEALTH GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
in U.S. dollars, except for shares)
| As of September 30, | As of March 31, | |||||||||
| Note | 2024 | 2024 | ||||||||
| USD | USD | |||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 91,367,333 | $ | 85,174,017 | ||||||
| Accounts receivable, net | 4 | 408,234 | - | |||||||
| Prepayments and other assets, net | 5 | 8,241,570 | 402,899 | |||||||
| Inventories | 6 | 196,724 | 191,201 | |||||||
| Prepaid consideration | - | 56,250,000 | ||||||||
| Total current assets | 100,213,861 | 142,018,117 | ||||||||
| Non-current assets | ||||||||||
| Provisional goodwill | 7 | 112,500,000 | - | |||||||
| Property and equipment, net | 113,243 | - | ||||||||
| Right of use assets | 8 | 122,800 | - | |||||||
| Total non-current assets | 112,736,043 | - | ||||||||
| Total assets | $ | 212,949,904 | $ | 142,018,117 | ||||||
| LIABILITIES | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | $ | 259,701 | $ | - | ||||||
| Accrued expenses and other current liabilities | 9 | 1,309,098 | 1,104,812 | |||||||
| Contract liabilities | 3,863,262 | 415,020 | ||||||||
| Taxes payable | 13 | 115,987 | 74,091 | |||||||
| Loan from third party | 10 | 4,645,463 | - | |||||||
| Operating lease liabilities | 8 | 40,775 | - | |||||||
| Amount due to related parties | 11 | 2,000,000 | 2,000,000 | |||||||
| Total current liabilities | 12,234,286 | 3,593,923 | ||||||||
| Non-current liabilities | ||||||||||
| Operating lease liabilities-non-current | 8 | 63,965 | - | |||||||
| Total non-current liabilities | 63,965 | - | ||||||||
| Total liabilities | $ | 12,298,251 | $ | 3,593,923 | ||||||
| SHAREHOLDERS' EQUITY: | ||||||||||
| Ordinary share ($ 0.0001 par value, 5,000,000,000 shares authorized, 720,880,603 and 438,336,843 shares issued, 719,714,720 and 437,170,960 shares outstanding as of September 30, 2024 and March 31,2024, respectively) | 16 | $ | 72,088 | $ | 43,834 | |||||
| Additional paid-in capital | 273,054,174 | 210,324,890 | ||||||||
| Treasury stock ( 1,165,883 shares as of September 30, 2024 and March 31,2024, respectively) | 17 | ( 3,988,370 | ) | ( 3,988,370 | ) | |||||
| Accumulated deficit | ( 64,513,015 | ) | ( 63,926,383 | ) | ||||||
| Accumulated other comprehensive loss | ( 4,060,547 | ) | ( 4,086,587 | ) | ||||||
| Total shareholders' equity | 200,564,330 | 138,367,384 | ||||||||
| Non-controlling interest | 87,323 | 56,810 | ||||||||
| Total equity | 200,651,653 | 138,424,194 | ||||||||
| Total liabilities and shareholders' equity | $ | 212,949,904 | $ | 142,018,117 |
notes to the unaudited condensed consolidated financial statements
HEALTH GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
in U.S. dollars, except for shares)
| For the Six Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| REVENUES | ||||||||
| Revenue | $ | 6,935,950 | $ | 894,768 | ||||
| Tax and surcharges | ( 1,759 | ) | ( 1,185 | ) | ||||
| Net Revenues | 6,934,191 | 893,583 | ||||||
| Cost of revenue | 6,741,448 | 854,753 | ||||||
| Gross Profit | 192,743 | 38,830 | ||||||
| OPERATING EXPENSE | ||||||||
| General and administrative | 733,457 | 2,354,678 | ||||||
| Total Operating Expenses | 733,457 | 2,354,678 | ||||||
| LOSS FROM CONTINUING OPERATIONS | ( 540,714 | ) | ( 2,315,848 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Other income | 30,781 | 9,508 | ||||||
| Other expense | ( 3,997 | ) | ( 85,759 | ) | ||||
| Exchange (loss) gain | 7 | ( 646,569 | ) | |||||
| Total Other Income (Expense), net | 26,791 | ( 722,820 | ) | |||||
| LOSS FROM CONTINUING OPERATION BEFORE INCOME TAXES | ( 513,923 | ) | ( 3,038,668 | ) | ||||
| PROVISION FOR INCOME TAXES | 38,907 | 24,869 | ||||||
| NET LOSS FROM CONTINUING OPERATION | ( 552,830 | ) | ( 3,063,537 | ) | ||||
| Net loss from discontinued operations, net of income taxes | - | ( 3,905 | ) | |||||
| Loss from disposal of discontinued operations, net of income taxes | - | ( 389,576 | ) | |||||
| Total loss from discontinued operations | - | ( 393,481 | ) | |||||
| NET LOSS | ( 552,830 | ) | ( 3,457,018 | ) | ||||
| Less: net income attributable to non-controlling interest | 33,802 | 639 | ||||||
| NET LOSS ATTRIBUTABLE TO AKSO'S SHAREHOLDERS | ( 586,632 | ) | ( 3,457,657 | ) | ||||
| NET LOSS | ( 552,830 | ) | ( 3,457,018 | ) | ||||
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||||||
| Foreign currency translation adjustment | 26,040 | ( 51,025 | ) | |||||
| COMPREHENSIVE LOSS | ( 526,790 | ) | ( 3,508,043 | ) | ||||
| Less: comprehensive (loss) income attributable to non-controlling interest | ( 11,503 | ) | ( 6,147 | ) | ||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO AKSO'S SHAREHOLDERS | $ | ( 515,287 | ) | $ | ( 3,501,896 | ) | ||
| Net loss per share | ||||||||
| Basic | $ | ( 0.00 | ) | $ | ( 0.05 | ) | ||
| Diluted | $ | ( 0.00 | ) | $ | ( 0.05 | ) | ||
| Weighted average shares | ||||||||
| Basic | 699,050,796 | 68,598,050 | ||||||
| Diluted | 699,050,796 | 68,598,050 |
notes to the unaudited condensed consolidated financial statements
HEALTH GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
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, 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 | ||||||||||||||||
| April 1, 2024 | 438,336,843 | $ | 43,834 | $ | 210,324,890 | ( 1,165,883 | ) | $ | ( 3,988,370 | ) | $ | ( 63,926,383 | ) | $ | ( 4,086,587 | ) | $ | 56,810 | $ | 138,424,194 | ||||||||||||||||
| Net (loss) income for the period | - | - | - | - | - | ( 586,632 | ) | - | 33,802 | ( 552,830 | ) | |||||||||||||||||||||||||
| Private placement | 220,000,050 | 22,000 | 62,546,014 | - | - | - | - | - | 62,568,014 | |||||||||||||||||||||||||||
| Exercise of warrants | 62,543,710 | 6,254 | ( 6,254 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Business acquisition | - | - | 189,524 | - | - | - | - | 8,214 | 197,738 | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | 26,040 | ( 11,503 | ) | 14,537 | ||||||||||||||||||||||||||
| September 30, 2024 | 720,880,603 | $ | 72,088 | $ | 273,054,174 | ( 1,165,883 | ) | $ | ( 3,988,370 | ) | $ | ( 64,513,015 | ) | $ | ( 4,060,547 | ) | $ | 87,323 | $ | 200,651,653 |
notes to the unaudited condensed consolidated financial statements
HEALTH GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
in U.S. dollars, except share data)
| For the Six Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) from continuing operation | $ | ( 552,830 | ) | $ | ( 3,063,537 | ) | ||
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||||||||
| Loss from disposal of discontinued operations | - | 389,576 | ||||||
| Depreciation and amortization | 16,935 | - | ||||||
| (Recovery of) provision for doubtful accounts | ( 50,000 | ) | 1,541,880 | |||||
| Reduction in the carrying amount of right-of-use assets | 3,762 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( 358,234 | ) | 327,186 | |||||
| Prepayments and other assets | ( 7,838,671 | ) | ( 341,594 | ) | ||||
| Inventories | - | 459,110 | ||||||
| Accounts payable | 259,701 | - | ||||||
| Accrued expenses and other current liabilities | 204,286 | 65,384 | ||||||
| Operating lease liabilities | ( 21,822 | ) | ||||||
| Contract liabilities | 3,448,242 | 220,644 | ||||||
| Taxes payable | 41,896 | ( 2,183 | ) | |||||
| Net cash used in continuing operations | ( 4,846,735 | ) | ( 403,534 | ) | ||||
| Net cash provided by discontinued operations | - | 645,869 | ||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | ( 4,846,735 | ) | 242,335 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash paid in connection with acquisition | ( 56,250,000 | ) | - | |||||
| Acquisitions of property, equipment and software | ( 130,178 | ) | - | |||||
| Cash received from loan repayments | - | 1,528,918 | ||||||
| Net cash (used in) provided by continuing operations | ( 56,380,178 | ) | 1,528,918 | |||||
| Net cash provided by discontinued operations | - | - | ||||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | ( 56,380,178 | ) | 1,528,918 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from private placement | 62,568,014 | - | ||||||
| Loan from third parties | 4,645,463 | 350,000 | ||||||
| Net cash provided by continuing operations | 67,213,477 | 350,000 | ||||||
| Net cash provided by discontinued operations | - | - | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 67,213,477 | 350,000 | ||||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH | 206,752 | 185,605 | ||||||
| NET INCREASE IN CASH | 6,193,316 | 2,306,858 | ||||||
| CASH AND CASH EQUIVALENTS - beginning of period | 85,174,017 | 7,924,468 | ||||||
| CASH AND CASH EQUIVALENTS - end of period | $ | 91,367,333 | $ | 10,231,326 | ||||
| Less: cash and cash equivalents of discontinued operations at end of period | - | 1,019,687 | ||||||
| Cash and cash equivalents of continuing operations, at end of period | 91,367,333 | 9,211,639 |
notes to the unaudited condensed consolidated financial statements
HEALTH GROUP AND SUBSIDIARIES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 - BUSINESS DESCRIPTION
and description of business
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.
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. In April
15, 2024, the Company, through its wholly owned subsidiary Tianjin Akso Enterprise Management Co., Ltd. acquired 50% equity interests
in Tianjin Wangyi Cloud Technology Co., Ltd, and exploring its business in the field of clinic and Internet hospital, and at the end
of June 2024, the Company acquired additional 25% equity interests of Tianjin Wangyi Cloud Technology Co., Ltd. from minority shareholders.
of September 30, 2024, 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% held by the Company | Investment holding | ||||
| We Healthy Limited ("We Healthy") | December 15, 2021 | Hong Kong | 51% held by We Health | Investment holding | ||||
| Akso Medi-care Limited ("Akso Medi-care") | December 4, 2023 | Hong Kong | 100% held by the Company | Investment holding | ||||
| Akso Remote Medical Consultation Center Inc. ("Akso Remote Medical") | January 3, 2022 | Wyoming | 100% held by We Health | Provision of health treatment services | ||||
| Akso Online MediTech Co., Ltd. ("Akso Online MediTech") | January 4, 2022 | Wyoming | 100% held by We Health | Sales of medical devices | ||||
| Akso First Health Treatment Center Inc. ("Akso First Health") | January 4, 2022 | Massachusetts | 100% held by We Health | Provision of health treatment services | ||||
| Tianjin Akso Enterprise Management Co., Limited. ("Tianjin Akso") | January 16, 2024 | PRC | 100% held by Akso Medi-care | Provision of consultancy support and information service | ||||
| Qindao Akso Health Management Co., Limited ("Qingdao Akso") | January 26, 2022 | PRC | 100% held by We Healthy | Provision of health treatment services | ||||
| Tianjin Wangyi Cloud Technology Co., Ltd. ("Tianjin Wangyi Cloud") | April 15, 2024 | PRC | 75% held by Tianjin Akso | Provision of health treatment services | ||||
| Tianjin Deyihui Internet Hospital Co., Ltd. ("Deyihui Hospital") | April 15, 2024 | PRC | 100% held by Tianjin Wangyi Cloud | Provision of health treatment services | ||||
| Tianjin Deyihui Clinic Co., Ltd. ("Deyihui Clinic") | April 15, 2024 | PRC | 100% held by Tianjin Wangyi Cloud | Provision of health treatment services |
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, 2024 are not necessarily indicative of results to be expected for any other interim period or
for the full year of 2024. 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.
consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars ("US
Dollar" or "US$" or "$").
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.
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
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.
Business Cooperation Agreements
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.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Interest Pledge Agreements
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.
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.
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.
Shareholder of the VIEs, executed a Power of Attorney agreement with the WOFE and the VIEs, whereby Shareholders of the VIEs irrevocably