UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-55685

FINTECH SCION LIMITED
(Exact name of registrant as specified in its charter)

Nevada		30-0803939
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
Portman House, 2 Portman Street London, W1H 6DU United Kingdom		N/A
M Floor & 1st Floor, No. 33, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia		N/A
(Address of principal executive offices)		(Zip Code)

+44603 ~~203~~9226 ~~982 5041~~ 0908

(Registrant’s telephone number, including area code)

Not applicable .

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ ☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ ☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

1 Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 918, ~~2023~~2024, there were 198,742,643 shares of the issuer’s common stock issued and outstanding.

FINTECH SCION LIMITED AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~September~~March 3031, ~~2023~~ 2024

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	54
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1820
Item 1A.	Risk Factors	1920
Item 2.	Unregistered Sales of Equity Securities And Use of Proceeds	1920
Item 3.	Defaults Upon Senior Securities	1920
Item 4.	Mine Safety Disclosures	1920
Item 5.	Other Information	1920
Item 6.	Exhibits	1921
	SIGNATURES	2122

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

	●	our projected financial position and estimated cash burn rate;

	●	our estimates regarding expenses, future revenues and capital requirements;

	●	our ability to continue as a going concern;

	●	our need to raise substantial additional capital to fund our operation;

	●	our dependence on third parties in the conduct of our operations;

	●	our ability to obtain the necessary regulatory approvals to market and commercialize our products;

	●	the impact of a health epidemic, on our business, our operations or the global economy as a whole;

	●	the results of market research conducted by us or others;

	●	our ability to obtain and maintain intellectual property protection for our current and future products;

	●	our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

	●	the possibility that a third party may claim we or our third-party licensors have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against claims against us;

	●	our reliance on third-party suppliers and manufacturers;

	●	the success of competing payment platforms and products that are or become available;

	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

	●	the potential for us to incur substantial costs resulting from product liability lawsuits against us and the potential for these product liability lawsuits to cause us to limit our commercialization of our products; and

	●	the successful development of our commercialization capabilities, including sales and marketing capabilities.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

	PAGE
Condensed Consolidated Balance Sheets	65
Condensed Consolidated Statements of Operations and Comprehensive Loss	76
Condensed Consolidated Statements of Cash Flows	87
Notes to Unaudited Condensed Consolidated Financial Statements	98

FINTECH SCION LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

	As of			As of
	March 31,			December 31,
	2024 (Unaudited)			2023 (Audited)
ASSETS
Current assets
Cash and cash equivalents	$	3,585,341		$	3,765,959
Accounts receivable		40,311			59,974
Amount due from related parties		—			—
Inventories		12,000			12,000
Other receivables, prepayments and other current assets		189,835			509,451
Total Current Assets		3,827,487			4,347,384

Non-current assets
Intangible asset		26,960			34,707
Goodwill		16,657,653			16,657,653
Property and equipment, net		35,736			38,600
Total Non-Current Assets		16,720,349			16,730,960

TOTAL ASSETS	$	20,547,836		$	21,078,344

LIABILITIES
Current liabilities
Amounts due to related parties	$	897,177		$	755,040
Accounts payable		327,122			47,662
Accruals and other payables		1,829,845			1,953,160
Total Current Liabilities		3,054,144			2,755,862
TOTAL LIABILITIES		3,054,144			2,755,862

Commitments and Contingencies (Note 10)		—			—

STOCKHOLDERS’ EQUITY
Preferred stock par value $0.001: 25,000,000 shares authorized; and 0 outstanding		—			—
Common stock par value $0.001: 400,000,000 and $0.001: 400,000,000 shares authorized, respectively; 198,742,643 and 298,742,643 shares issued and outstanding, respectively		198,743			298,743
Additional paid-in capital		58,148,510			58,148,510
Accumulated surplus		(40,877,125	)		(40,140,592	)
Accumulated other comprehensive income		24,911			16,734
Equity attributable to equity holders of the parent		17,495,039			18,323,395
Non-controlling interests		(1,347	)		(913	)
Total Stockholders’ Equity		17,493,692			18,322,482

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	20,547,836		$	21,078,344

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINTECH SCION LIMITED AND SUBSIDIARIES

~~(Formerly~~CONDENSED ~~known~~CONSOLIDATED asSTATEMENTS ~~HWGC~~OF ~~Holdings~~OPERATIONS ~~Limited) CONDENSED~~AND ~~CONSOLIDATED~~COMPREHENSIVE ~~BALANCE SHEETS~~LOSS (Unaudited) (In U.S. dollars)

	As of			As of
	For the Three Months Ended March 31,
	September 30,			December 31,
	2024			2023
	2023 (Unaudited)			2022 (Audited)
REVENUE	$	259,394		$	847,194
ASSETS
COST OF REVENUE		(37,150	)		(35	)
Current assets
GROSS PROFIT		222,244			847,159
Cash and cash equivalents	$	3,725,144		$	3,791,378
OPERATING EXPENSES
Accounts receivable		541,219			1,792,195
General and administrative expenses		(883,892	)		(871,366	)
Amount due from related parties		31,144			1,296,935
Total operating expenses		(883,892	)		(871,366	)
Inventories		14,233			2,272
LOSS FROM OPERATIONS		(661,648	)		(24,207	)
Other receivables, prepayments and other current assets		300,199			1,049,292
OTHER INCOME/(EXPENSE), NET
Total Current Assets		4,611,939			7,932,072
Other income		2,107			30,976
Non-current assets
Other expense		(77,426	)		(574	)
Intangible asset		42,455			59,803
Total Other income / (Expense), net		(75,319	)		30,402
Goodwill		55,794,524			55,794,524
NET INCOME / (LOSS) BEFORE TAX	$	(736,967	)	$	6,195
Property and equipment, net		40,059			38,862
Income tax		—			(2,626	)
Total Non-Current Assets		55,877,038			55,893,189
NET LOSS	$	(736,967	)	$	3,569
TOTAL ASSETS	$	60,488,977		$	63,825,261
Loss attributable to non-controlling interest		434			440
LIABILITIES
NET INCOME / (LOSS) FOR THE PERIOD		(736,533	)		4,009
Current liabilities
OTHER COMPREHENSIVE INCOME / (LOSS)
Amounts due to related parties	$	352,602		$	2,463,833
Foreign currency translation adjustment		8,177			14,024
Accounts payable		25,111			2,131,388
TOTAL COMPREHENSIVE INCOME / (LOSS)	$	(728,356	)	$	18,033
Accruals and other payables		1,668,098			348,246
Weighted average number of common shares outstanding - basic and diluted		198,742,643			198,742,643
Total Current Liabilities		2,045,811			4,943,467
Net income / (loss) per share - basic and diluted	$	(0.00	)	$	0.00
TOTAL LIABILITIES		2,045,811			4,943,467
Commitments and Contingencies (Note 10)		—			—
STOCKHOLDERS’ EQUITY
Preferred stock par value $0.001: 25,000,000 shares authorized; and 0 outstanding		—			—
Common stock par value $0.001: 400,000,000 shares authorized, respectively; 198,742,643 issued and outstanding, respectively		198,743			198,743
Additional paid-in capital		111,770,998			111,770,998
Merger reserves		(55,000,000)			(55,000,000)
Accumulated surplus		891,336			1,342,788
Accumulated other comprehensive income		579,493			565,935
Equity attributable to equity holders of the parent		58,440,570			58,878,464
Non-controlling interests		2,596			3,330
Total Stockholders’ Equity		58,443,166			58,881,794
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	60,488,977		$	63,825,261

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINTECH SCION LIMITED AND SUBSIDIARIES

~~(Formerly known as HWGC Holdings Limited)~~ CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH ~~AND COMPREHENSIVE LOSS~~FLOWS (Unaudited) (In U.S. dollars)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Period Ended March 31,
	2023			2022			2023		2022
	2024			2023
REVENUE	$	946,830		$	—		$	2,377,652	$	325
CASH FLOWS FROM OPERATING ACTIVITIES
COST OF REVENUE		(72,486)			—			(114,991)		(292)
Net loss	$	(736,967	)	$	3,569
GROSS PROFIT		874,344			—			2,262,661		33
Items not involving cash:
OPERATING EXPENSES
Depreciation and amortization of– property and equipment and right-of-use assets		10,352			10,819
General and administrative expenses		(1,259,700)			(217,953)			(3,043,686)		(533,842)
Changes in operating assets and liabilities
Total operating expenses		(1,259,700)			(217,953)			(3,043,686)		(533,842)
Accounts receivables		19,663			650,768
LOSS FROM OPERATIONS		(385,356)			(217,953)			(781,025)		(533,809)
Other receivables, prepayments and other current assets		319,616			583,475
OTHER INCOME/(EXPENSE), NET
Inventories		—			35
Other income		241,386			39,383			330,877		204,434
Accounts Payable		279,460			(198,653	)
Other expense		(58)			(778)			(862)		(6,121)
Accrued expense and other payables		(123,315	)		(116,336	)
Total Other income / (Expense), net		241,328			38,605			330,015		198,313
Net (used in) / cash generated by operating activities		(231,191	)		933,677
NET LOSS BEFORE TAX	$	(144,028)		$	(179,348)		$	(451,010)	$	(335,496)
CASH FLOWS FROM INVESTING ACTIVITIES
Income tax		996			—			(1,177)		—
Purchase of property and equipment and rights-of-use assets		259			(6,500	)
NET LOSS	$	(143,032)		$	(179,348)		$	(452,187)	$	(335,496)
Net (used in) / cash generated by investing activities		259			(6,500	)
Loss attributable to non-controlling interest		233			—			734		—
CASH FLOWS FROM FINANCING ACTIVITIES
NET LOSS FOR THE PERIOD		(142,799)			(179,348)			(451,453)		(335,496)
Proceeds from issuance of shares		(100,000	)		—
OTHER COMPREHENSIVE INCOME / (LOSS)
(Repayments) / Proceeds from related parties		142,137			(839,697	)
Foreign currency translation adjustment		(17,506)			156,190			13,558		287,170
Net cash generated by / (used in) financing activities		42,137			(839,697	)
TOTAL COMPREHENSIVE LOSS	$	(160,305)		$	(23,158)		$	(437,895)	$	(48,326)
EFFECT OF EXCHANGE RATES ON CASH		8,177			14,024
Weighted average number of common shares outstanding - basic and diluted		198,742,643			5,409,310			198,742,643		5,409,310
NET CHANGE IN CASH AND CASH EQUIVALENTS		(180,618	)		101,504
Net Income (Loss) per share - basic and diluted	$	(0.00)		$	(0.03)		$	(0.00)	$	(0.06)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		3,765,959			3,791,378
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,585,341		$	3,892,882
SUPPLEMENTAL OF CASH FLOW INFORMATION
Cash paid for interest expenses	$	—		$	—
Cash paid for income tax	$	—		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINTECH SCION LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In U.S. dollars)

(Formerly known as HWGC Holdings Limited) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In U.S. dollars)

	For the Period Ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(452,187)	$	(335,496)
Items not involving cash:
Depreciation and amortization of– property and equipment and right-of-use assets		27,048		40,259
Interest expenses on lease obligation		—		2,525
Changes in operating assets and liabilities
Accounts receivables		1,250,976		—
Other receivables, prepayments and other current assets		749,094		10,803
Inventories		(11,961)		—
Accounts Payable		(823,577)		62
Commission payables		—		(12,558)
Accrued expense and other payables		37,152		(3,618)
Net generated from / (used in) operating activities		776,545		(298,023)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of rights-of-use assets		(10,897)		(22,484)
Disposal of rights-of-use assets		—		965
Net cash used in investing activities		(10,897)		(21,519)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease liabilities		—		(24,371)
(Repayments) / Proceeds from related parties		(845,440)		358,783
Net cash (used in) / provided by financing activities		(845,440)		334,412
EFFECT OF EXCHANGE RATES ON CASH		13,558		(4,725)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(66,234)		10,145
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		3,791,378		37,033
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,725,144	$	47,178
SUPPLEMENTAL OF CASH FLOW INFORMATION
Cash paid for interest expenses	$	—	$	—
Cash paid for income tax	$	—	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINTECH SCION LIMITED AND SUBSIDIARIES

(Formerly known as HWGC Holdings Limited) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In U.S. dollars)

1.	ORGANIZATION AND BUSINESS

Fintech Scion Limited (“the Company”) formerly known as HWGC Holdings Limited, incorporated in Nevada.

The Company holds the following equity interests in its subsidiaries:

			Interest
No.	Name of subsidiary	Country of incorporation	~~2023~~2024 %	~~2022~~2023 %	Principal activities
1	FintechCashier Asia P.L.C., formerly known as HWGG Capital P.L.C. (“FintechAsia”)	Malaysia	100	100	Money broking
2	HWG Cash Singapore Pte Ltd (“HCS”)*	Singapore	55	55	Trading of digital assets
3	HWGC KZ Limited (“HKZ”)*	Kazakhstan	100	100	Software development
4	Fintech Scion Limited (“Fintech”)	United Kingdom	100	100	Holding company and protection of Intellectual Property
5	Fintech Digital Solutions Limited (“FDS”)	United Kingdom	100	100	Digital payment services
6	Fintech Digital Consulting Limited (“FDC”)	United Kingdom	100	100	Technology provider and payment consulting
7	Vitaxel Sdn Bhd (“VSB”)	Malaysia	—	—	Direct selling industry
8	Vitaxel Online Mall Sdn Bhd (“VOM”)	Malaysia	—	—	Online shopping platforms

~~The Company~~* ~~was~~HCS ~~previously engaged in direct selling industry~~ and ~~online~~HKZ ~~shopping~~are ~~platform,~~currently ~~primarily through its operating entities in Malaysia~~dormant. During the financial year ended December 31, 2022, the Company restructured after the consummation of two share exchange agreements and the disposal of VSB and VOM. The Company upon the restructuring, offers digital Banking-as-a-Service (BaaS) by providing the tools, skills, and solutions to facilitate payment services to merchants, offering a variety of secured, online and fully managed transactions and settlements.

~~Restructuring~~The Company offers digital ~~Transactions~~banking services by providing the tools, skills, and solutions to facilitate payment services to merchants, offering a variety of secured, online and fully managed transactions and settlements.

The following restructuring transactions occurred during the year ended December 31, 2022:

i. Acquisition of FintechAsia (formerly known as HWGG Capital P.L.C.)

ii. Acquisition of Fintech

iii. Disposal of VSB and VOM

Information of the restructuring transactions were disclosed in the notes to the consolidated financial statement for the year ended December 31, 2022, included in the Company’s Form 10-K filed with the Security and Exchange Commission (“SEC”) by the Company on April 17, 2023.

2.	UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited 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”) for interim financial information under Article 8 of Regulation S-X. They do not include all information and foot notes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statement for the year ended December 31, ~~2022~~2023, included in the Company’s Form 10-K/A filed with the SEC on October 28, 2024 (“Annual Report on Form 10-K/A”). The interim unaudited consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in our Annual Report on Form 10-K/A.

In the opinion of management, the Company has made all adjustments necessary to present a fair statement of the financial position as of ~~September~~March 3031, ~~2023~~2024, results of operations for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, and cash flows for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~ 2023. All significant intercompany transactions and balances are eliminated on consolidation. The results of operations for the three months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results of operations for the entire fiscal year.

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

3.	ACCOUNTS RECEIVABLES

Accounts receivable represent balances from: transactions fees receivable generated from financial payment and settlement services such as from the Payment Services Provider, Foreign Exchange (FX) Conversion fees and whitelabelling services.

(i) transactions fees receivable generated from financial payment and settlement services.

(ii) non-interest-bearing credit tokens issue to authorized agents.

Services billed are generally settled upon financial services have been rendered. Only limited clients are extended with credits.

As of ~~September~~March 3031, ~~2023~~2024, accounts receivable balances of $~~541~~40,~~219~~311 ~~solely~~mainly derived from ~~commissions~~whitelabelling ~~receivables~~services. As of December 31, ~~2022~~ 2023, accounts receivable balances of $159,~~792,195~~974 mainly derived from ~~commissions~~whitelabelling ~~receivables~~services ~~of $597,986~~ and ~~non-interest-bearing credit~~commissions ~~tokens issued to authorized agents of $1,194,209~~receivables.

The company considers accounts receivable to be fully collectible, therefore no impairment is necessary as at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023.

4.	OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

Other receivables, prepayments and other current assets consist of the following:

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
Other receivables (1)	$	~~198~~99,~~349~~316	$	~~949~~294,~~430~~780
Deposits (2)	$	8975,~~888~~143	$	87110,~~805~~161
Prepayments (3)	$	1115,~~962~~376	$	124,~~057~~510
Total	$	300,199	$	1,049,292
Common stock not paid (4)	$	—	$	100,000
Total	$	189,835	$	509,451

(1)

Other receivables primarily represent balances in liquidity solution providers.

(2) Deposits represented payments for rental, utilities, and deposit payment to product suppliers.

	(2)	Deposits represented payments for rental, utilities, and deposit payment to product suppliers.
	(3)	Prepayments mainly consists of prepayment for insurance and IT related fees.

(34) ~~Prepayments~~Common ~~mainly~~stock not paid consists of ~~prepayment~~the shares issued to CICO as disclosed in our Annual Report on Form 10-K/A for ~~insurance~~the ~~and~~year ITended ~~related~~December ~~fees~~31, 2023.

10 9

5.	GOODWILL

The table below sets forth the carrying amount of goodwill for ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023.

	As of September 30, 2023			As of December 31, 2022
	As of March 31, 2024			As of December 31, 2023
Gross carrying amount	$	—		$	—
Acquired in business combination (1)		55,794,524			55,794,524
Total		55,794,524			55,794,524
Accumulated impairment	$	—(39,136,871	)	$	—
Impairment (2)		—			—(39,136,871	)
		—			—
Goodwill, net	$	5516,~~794~~657,~~524~~653		$	5516,~~794~~657,~~524~~653

(1) Goodwill was acquired during the year ended December 31, 2022 resulted from the acquisition of Fintech as disclosed in ~~Note~~our 1:Annual ~~Organization~~Report ~~and~~on ~~business~~Form 10-K/A for the year ended December 31, 2023.

(2) The ~~management~~Company ~~performs~~has ~~goodwill~~adopted ~~impairment~~a ~~test~~policy ~~annually.~~of Onperforming ~~November~~its ~~30,~~annual ~~2022,~~goodwill ~~the~~impairment ~~reverse~~test ~~acquisition~~in ~~by Fintech/~~the ~~Company~~fourth ~~was~~quarter ~~completed~~of every year. AsIn ~~the~~connection ~~acquisition~~with ~~date~~the ~~and~~annual ~~financial~~goodwill ~~period~~impairment ~~end~~test isin ofthe afourth ~~relatively~~quarter ~~short~~of ~~period~~2023, the ~~management~~Company ~~has~~estimated ~~not~~the ~~identified~~fair ~~any~~value ~~indicators~~of ~~that~~our ~~relate~~FintechAsia toreporting ~~the~~unit ~~impairment~~using ofthe ~~goodwill~~income approach. AsIn ~~such~~the noannual ~~impairment~~2023 oftest, ~~goodwill~~the ~~has~~FintechAsia ~~been~~reporting ~~made.~~unit Inexceeded the ~~event~~carrying ~~that~~values ~~after~~by ~~year~~more ~~end~~than if50 ~~any~~percent. ~~events~~The ~~occur~~Company ~~that~~performed ~~may have~~ a ~~negative~~qualitative ~~impact~~test on ~~the~~our ~~carrying~~FintechAsia ~~amount~~reporting ofunit ~~goodwill~~ and ~~will~~concluded ~~have~~it ~~significant~~was ~~effect~~more onlikely ~~the~~than ~~results~~not of the ~~Company,~~fair itvalue ~~may~~of ~~raise~~this ~~significant~~reporting ~~doubts~~unit ~~for~~exceeded ~~the~~its ~~Company’s~~carrying ~~ability to continue as a going concern~~value.

During the year ended December 31, 2023, the Company recorded a goodwill impairment charge of $39,136,871 in our FintechAsia reporting unit, primarily due to the surrendering of our credit token license, significant impacts on money broking transactional volume following the cryptocurrency market crash in 2022, and the fair value of share price which is much higher than the fair value of the assets acquired. Both significantly impacted forecasted cash flows used in our analysis. Moreover, operating expenses did not decline proportionally to revenue. In addition, inflationary pressures also caused our forecasted expenses to increase. Furthermore, our discounted cash flows utilized a higher risk-adjusted discount rate for the 2023 impairment test, primarily due to central banks raising interest rates in 2023 and increased country-specific risk due to macroeconomic factors.

The Company estimated the fair value of the FintechAsia reporting unit based on income approach. Fair value under the income approach was determined by discounting to present value the estimated future cash flows of the reporting unit.

In estimating the future cash flows of the FintechAsia reporting unit, the Company utilized a combination of market and company-specific inputs that a market participant would use in assessing the fair value of the reporting units. The primary market input was revenue growth rates. These rates were based upon historical trends and estimated future growth drivers such as the money brokering, payment solutions, and white labelling growth rate. Significant company-specific inputs included assumptions regarding how the reporting unit could leverage operating expenses as revenue grows.

Under the guideline public company methodology, the Company took into consideration specific risk differences between our reporting unit and the comparable companies, such as recent financial performance, size risks and product portfolios, among other considerations.

The Company used significant unobservable inputs within the income approach valuation method. These include the discount rate of 25.05%, being the calculated weighted average cost of capital for our company, and the long-term growth rate of 1.50% was based on the annual percentage change of real GDP growth. Significant increases (decreases) in growth rates, control premiums and multiples, assuming no change in discount rates, would result in a significantly higher (lower) fair value measurement. Significant decreases (increases) in discount rates, assuming no changes in growth rates, control premiums and multiples, would result in a significantly higher (lower) fair value measurement.

The Company will continue to monitor the fair value of our reporting units in our interim and annual reporting periods. While the policy of the Company on conducting impairment on annual basis stand, it is the directors’ responsibility to ensure that the reports (including annual and quarterly reports) are accurate. Hence, for good corporate governance practice purposes, the directors have also reviewed the fair value of goodwill in both quantitative and qualitative information during this quarterly period. If our estimated cash flows decrease, the Company may have to record further impairment charges in the future. Factors that could result in our cash flows being lower than our current estimates include: 1) decreased revenues caused by unforeseen changes the market, 2) our inability to achieve the estimated operating margins in our forecasts from our restructuring programs, cost saving initiatives, and other unforeseen factors, and 3) the weakening of foreign currencies against the U.S. Dollar. Additionally, changes in the broader economic environment could cause changes to our estimated discount rates and comparable company valuation indicators, which may impact our estimated fair values. Due to the significant carrying amount of goodwill recognized, any further impairment may cause a significant adverse financial impact on the Company that could raise doubt about the Company’s ability to continue as a going concern.

For the quarterly period ended March 31, 2024, the management has determined that a quarterly goodwill impairment assessment is not necessary for the following reasons, despite the annualized financial performance of the FintechAsia reporting unit for the full year 2024 being lower than our current estimates:

1. New Clients Onboarding: FintechAsia has onboarded new clients with the potential for significant transaction volumes. The level of contribution from these new clients remains undetermined, as it will depend on the volume of transactions. Based on discussions with clients, the Company believes there is still a possibility of reaching breakeven for FintechAsia by the end of 2024.

2. Cost Saving Initiatives: The costs associated with Fintech are expected to decrease significantly in 2024. These cost savings are expected to be reflected in the Company’s financial performance starting from the quarterly period ending September 30, 2024. The full impact of these cost-saving initiatives will be more accurately reflected in the Company’s results when the books are closed at year-end.

Given these factors, the management believes that conducting a quarterly goodwill impairment test would not provide an accurate reflection of the Company’s financial position and would not align with the adopted policy. The year-end goodwill impairment review for the annual financial statements is based on a complete 12-month period of results, allowing for a more robust assessment of the contracts entered into by the Company. This approach is consistent with the policy adopted for the Company’s goodwill assessment and the impairment provisions for the Form 10-K for the financial year ended December 31, 2023. Management will conduct a more detailed analysis to determine whether further impairment is required when preparing the Form 10-K for the financial year ending December 31, 2024.

For the quarterly period ended March 31, 2024, our total assets stood at $20,547,836, while our total stockholders’ equity was $17,493,692. For discussion purposes, assuming a full goodwill impairment of $16,657,653, our total assets would be reduced to $3,890,183, and total stockholders’ equity would decrease to $836,039. Even after this assumed impairment, our total assets would still exceed total liabilities of $3,054,144 by $836,039, and our total stockholders’ equity would remain positive. Management believes that the going concern basis for the preparation of the financial statements is appropriate, even with a full goodwill impairment (which is highly unlikely, as FintechAsia will continue to drive value, and therefore goodwill will not require a full impairment). The scenario of full impairment presented above is a conservative assumption to demonstrate that, even in this unlikely case, the Group would still maintain positive total assets and stockholders’ equity.

For the quarterly period ended March 31, 2024, the Company reported amounts due to related parties totalling $897,177. These loans were obtained to provide the Company with the necessary funds to meet its short-term financial obligations. To enhance investor confidence, the Company intends to negotiate with the related parties to secure their continued support by extending the due date of these loans for a period of no less than 12 months, with the assurance that no repayment will be sought until the Company’s liabilities are stabilized.

6.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

Schedule of property, plant and equipment, net

	As of March 31, 2024			As of December 31, 2023

Office equipment	$	8,578		$	8,628
Computer equipment		49,400			49,600
Furniture and fittings		4,815			4,824
Software and website		10,173			10,173
		72,966			73,225
Less: Accumulated depreciation		(37,230	)		(34,625	)
Balance at end of period/year	$	35,736		$	38,600

	As of September 30, 2023		As of December 31, 2022
Office equipment	$	7,408	$	7,067
Computer equipment		40,372		31,959
Furniture and fittings		5,745		4,501
Software and website		18,101		17,202
		71,626		60,729
Less: Accumulated depreciation		(31,567)		(21,867	)
Balance at end of period/year	$	40,059	$	38,862

Depreciation expenses charged to the statements of operations and comprehensive loss for the three months periods ended March 31, 2024 and 2023 were $2,605 and $3,344 respectively.

Depreciation expenses charged to the statements of operations and comprehensive loss for the nine month periods ended September 30, 2023 and 2022 were $9,700 and $7,908 respectively.

7.	ACCRUED EXPENSE AND OTHER PAYABLES

Accrued expense and other payables consist of the following:

Schedule of accruals and other payables

	As of March 31, 2024		As of December 31, 2023

Provisions and accruals ⁽¹⁾	$	326,946	$	319,939
Others ⁽²⁾		1,502,899		1,633,221
Balance at end of period/year	$	1,829,845	$	1,953,160

		As of September 30, 2023		As of December 31, 2022
	(1)	Provisions and accruals consists mainly of audit and accountancy fees and includes $52,000 of share options issued to directors at the year ended December 31, 2023.
Provisions and accruals		$	194,796	$	163,217
	(2)	Other payables mainly consists of client funds.
Others (1)			1,473,302		185,029
Balance at end of period/year		$	1,668,098	$	348,246

(1) Other payables consist of transactions for clients and commissions payable. While the transactions are being processed, they are held in a client account. There are fees for incoming and outgoing transactions. The client funds held are in transit due to SWIFT T+X and time differences when one part of the world is open and the other closed on the next day and/or holiday/weekend. For example, if a client wants to send Euros or Dollars to pay an invoice, we won't pay till the funds arrive in our account. There then needs to be an FX conversion which results in the funds being sent to the account on the invoice.

8.	REVENUE

~~The Company~~Within ~~derives~~the ~~its~~current ~~revenue mainly from transaction fees earned through financial payment and settlement services. For these transaction fee revenues~~period, the Company ~~views~~mainly ~~itself~~derives asits ~~the agent in these transactions and as a result, records~~ revenue onfrom aits ~~net~~whitelabelling ~~basis~~service. The Company considers its performance obligation satisfied and recognizes revenue atover ~~the point in~~ time when the ~~transaction~~service is ~~processed~~provided.

~~The disaggregation~~Previously, ofthe Company derived its revenue ofmainly from transaction fees earned through financial payment and settlement services. For these transaction fee revenues, the Company byviews ~~geographical~~itself ~~region~~as ~~for~~ the ~~period~~agent ~~ended~~in ~~September~~these 30transactions and as a result, ~~2023~~records revenue on a net basis. The Company considers its performance obligation satisfied and ~~2022~~recognizes isrevenue asat ~~follows:~~the point in time the transaction is processed.

	United Kingdom				Malaysia				Total
	2023		2022		2023		2022		2023		2022
Transaction fees		2,227,353		—		116,488		325		2,343,841		325
Other		—		—		33,811		—		33,811		—
Total revenue		2,227,353		—		150,299		325		2,377,652		325

The disaggregation of revenue of the Company by the services rendered for the period ended March 31, 2024 and 2023 is as follows:

	Total
	2024		2023
Payment Services Provider (PSP)		—		177,825
Foreign Exchange (FX) Conversion		27,057		658,869
Whitelabelling		150,118		10,500
Referral fees⁽¹⁾		82,219		—
Total Revenue		259,394		847,194

(1)

Referral fees is a new revenue stream within 2024 following the discontinue of our EMD agency service in December 2023, to comply with updated regulatory compliance mandates from the United Kingdom. As a result, the existing client base of Fintech was transferred to a third party and a revenue share agreement was established.

9.	RELATED PARTY BALANCES AND TRANSACTIONS

Schedule of related party transaction

	As of September 30, 2023		As of December 31, 2022
	As of March 31, 2024		As of December 31, 2023
Amount due from related parties
Ho Wah Genting Group Sdn Bhd (2)	$	31,144	$	799,094
HWG Fintech International Ltd (2)		—		497,841
GrandeLife Inc. (3)		—		—
Snatch Asia Sdn Bhd (4)		—		—
Total Amount due from related parties	$	31,144	$	1,296,935
Amount due to related parties
Grande Legacy Inc. (1)	$	—	$	266,610
Ho Wah Genting Group Sdn Bhd (1)	$	40,614	$	25,748
GrandeLife Inc. (3)		22,262		329,565
Shalom Dodoun (2)		741,009		727,624
HWG Digital Investment Bank (Malaysia) P.L.C. (2)		—		1,596,825
Natalie Kastberg (3)		1,654		1,668
Vitaxel Sdn Bhd (1)		—		23,933
CICO Digital Solutions Limited (4)		113,900		—
Ho Wah Genting Group Sdn Bhd (2)		—		—
Total Amount due to related parties	$	897,177	$	755,040
Shalom Dodoun (4)		330,340		246,900
Total Amount due to related parties	$	352,602	$	2,463,833

The related party balances are unsecured, interest-free and repayable on demand.

(1) ~~During~~Dato’ ~~the~~Lim ~~year~~Hui ~~ended December 31~~Boon, ~~2022, Vitaxel Sdn Bhd (“VSB”) and Vitaxel Online Mall Sdn Bhd (“VOM”), which are dormant, have been disposed as part of~~ the ~~restructuring transactions as disclosed in Note 1: Organization and Business. Both VSB and VOM are disposed to Mr Leong Yee Ming, a~~ previous ~~director~~president ~~and CEO~~ of the Company, ~~which~~is ~~also~~the ~~includes~~director ~~certain intercompany debt assignment. Upon completion~~ of ~~the~~Ho ~~disposal,~~Wah ~~related~~Genting ~~party~~Group ~~balances~~Sdn ~~that~~Bhd ~~are outstanding relating to advances made by Grande Legacy Inc.~~ (“GLHWGGSB”). ~~and~~Dato’ ~~Vitaxel~~Lim ~~Sdn~~Hui ~~Bhd are $266~~Boon,~~610~~ ~~and~~is ~~$23,933~~directly ~~respectively~~related ~~for~~to ~~the~~Mr ~~year~~Lim ~~ended~~Chun ~~December 31~~Hoo, ~~2022.~~the Asprevious atCFO ~~September~~and ~~30, 2023,~~ the ~~amount~~current ~~due~~CEO ~~to GL~~ and ~~VSB~~director ~~are~~of ~~$nil~~the ~~and $nil respectively~~Company.

~~(2)~~Mr ~~Dato’~~ Lim ~~Hui~~Chun ~~Boon~~Hoo, the previous CFO ~~president~~and of the ~~Company,~~current isCEO ~~the~~and ~~Group~~director ~~President~~ of Hothe ~~Wah Genting Group Sdn Bhd (“HWGGSB”). Dato’ Lim Hui Boon~~Company, is ~~directly related to Mr Lim Chun Hoo,~~ a previous director of ~~the Company~~HWGGSB.

~~Mr Lim~~The ~~Chun~~amount ~~Hoo~~due isto ~~also~~HWGGSB aas ~~director~~at March ~~in Ho Wah Genting Group Sdn Bhd (“HWGGSB”)~~31, ~~HWG~~2024 ~~Fintech International Ltd (“HWGFI”)~~ and aDecember ~~previous~~31, ~~director~~2023, ofwere ~~HWG~~advances ~~Digital~~made ~~Investment~~by ~~Bank~~HWGGSB ~~(Malaysia)~~to ~~P.L.C.~~the ~~(“HDIB”)~~Company. ~~HDIB is previously known as Ho Wah Genting Investment Bank (Labuan) P.L.C.~~

The amount due from HWGGSB and HWGFI as at September 30, 2023 and December 31, 2022, were advances made by the Company to HWGGSB and HWGFI. Whilst amount due to HDIB were advances made by HDIB to the Company.

(2)

Mr Shalom Dodoun (“Mr Shalom”) was the previous director and CEO of the Company. The amount due to Mr Shalom as at March 31, 2024 and December 31, 2023, were advances made by Mr Shalom to the Company. Mr Shalom agreed to grant the Company an unsecured Sterling term loan facility and the Company shall pay interest on the Loan at the rate of 6% per annum above Barclays Bank Rate.

(3)

Ms Natalie Kastberg (“Ms Kastberg”), is a current director of Fintech. The amount due to Ms Kastberg as at March 31, 2024 and December 31, 2023, were advances made by Ms Kastberg to the Company.

(4)

Mr Shalom, the previous director and CEO of the Company, is a shareholder in CICO Digital Solutions Limited (“CICO”). The amount due to CICO as at March 31, 2024, were advances made by CICO to the Company.

~~(3) Mr Leong Yee Ming, a previous director and CEO of the Company, is a director of GrandeLife Inc.~~13

(4) Mr Shalom Dodoun (“Mr Shalom”) is the director and Chief Executive Officer of the Company. The amount due to Mr Shalom as at September 30, 2023 and December 31, 2022, were advances made by Mr Shalom to the Company.

(5)

Total payment made in the form of compensation, which includes salary, bonus, stock awards and all other compensation have been made to the following officer of the Company that are individually in excess of $100,000 annually:

Schedule of officers

	September 30, 2023		December 31, 2022
	As of March 31, 2024		As of December 31, 2023
Officers
Directors & Officers
Shalom Dodoun – Director, Chief Executive Officer of the Company	$	158,782	$	142,005
Shalom Dodoun – Previous Director, Chief Executive Officer of the Company	$	66,581	$	287,138
Richard Berman – Non-executive Director of the Company (6)	$	30,000	$	100,000

(6)

Mr Richard Berman (“Mr Berman”), is a current non-executive director of the Company.

10.

COMMITMENTS AND CONTINGENCIES

Capital Commitments

As of September 30, 2023, and December 31, 2022, Company has no capital commitments.

(1)

Upon the successful uplisting of the Company to Nasdaq, Mr Richard Berman, the non-executive director of the Company, shall be rewarded with Company’s shares, up to a maximum of 1% of the Company’s market capitalization. The number of shares to be issued shall be calculated based on the market share price (as stated on Nasdaq) on the first closing date of the Company listed on Nasdaq.

(2)

Following the financial year end, the 100,000,000 shares that were issued to CICO for the acquisition of assets as disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2023, were cancelled and removed from the Company’s issued and outstanding shares of common stock on January 30, 2024. The total issued and outstanding shares of the Company will be reduced to 198,742,643 shares on January 30, 2024.

ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You ~~should~~ should read the following discussion and analysis of our financial condition and results of operations together with our unaudited ~~interim~~ interim condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, ~~uncertainties~~ uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, ~~2022~~2023, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. All amounts in this report are in U.S. dollars, unless otherwise noted.

Throughout this Quarterly Report on Form 10-Q, references to “we,” “our,” “us,” the “Company,” “Fintech,” or “Fintech Scion” refer to Fintech Scion Limited, individually, or as the context requires, collectively with its subsidiaries.

Overview

Fintech Scion Limited (“Fintech Scion”, the “Company”, “we”, “our”, or “us”) is a fintech enterprise poised to revolutionize ~~offers~~the financial landscape through our digital Banking-as-a-Service (BaaS) platform. Our mission is to empower merchants by ~~providing~~furnishing them ~~the~~with an integrated suite of tools, skills, and solutions tothat ~~facilitate~~streamline payment services ~~to merchants~~, ~~offering~~ unlocking a ~~variety~~realm of ~~secured~~secure, online , and fully managed transactions and settlements. We currently operate through our wholly-owned subsidiaries based in Malaysia and the United Kingdom.

WeAt the core of ~~provide~~our enterprise lies a sophisticated financial ~~layered~~ ecosystem, ~~built~~underpinned onby a ~~broad~~robust ~~technology~~technological infrastructure. ~~that~~This ~~enables~~infrastructure has been developed with the mission of empowering financial institutions to offer a seamless, consolidated ~~experience.~~experiences Weacross ~~support different~~ diverse verticals ~~serving~~encompassing ~~the~~ business-to-business, business-to-consumer, and consumer-to-business ~~landscape~~ domains.

● Merchants are increasingly adopting various software solutions and new digital tools to operate their business and remain competitive. The scale and complexity of managing these software systems that are sourced from different providers, while seamlessly accepting payments, is challenging for merchants of any size.

Our payments platform hosts a full suite of integrated payment products and services that can be used across multiple channels (in-store, online, mobile and tablet-based) and industry verticals, including:

● end-to-end payment processing for a broad range of payment types;

● merchant acquiring and issuing;

● multiple methods of mobile, contactless and QR code-based payments;

● complementary software integrations;

● virtual international bank account number or IBAN issuing;

● integrated and mobile point of sale or POS solutions;

● security and risk management solutions; and

● reporting and analytical tools.

~~We integrate~~In ~~e-money~~an ~~remittance~~era ~~services~~where merchants ~~working~~are inleveraging ~~the~~an ~~global~~array ~~marketplace,~~of ~~ranging~~software ~~from~~solutions ~~open~~and ~~banking~~digital ~~and~~tools ~~credit~~to ~~card~~bolster ~~processing~~their competitive edge, our role has emerged toas ~~wire~~a ~~solutions~~pivotal ~~enabling~~enabler. ~~customers~~The tointricate ~~coordinate~~challenge ~~payments~~of ~~across~~managing adisparate ~~multitude~~software systems sourced from various providers has become an impediment for merchants of ~~payment~~all ~~methods~~sizes to seamlessly embrace payments.

Our ~~solution~~ iscurrent ~~delivered~~clientele encompasses asan aarray ~~Software~~of asenterprises aand ~~Service~~organizations, orspanning ~~SaaS~~varied sectors, ~~to clients~~including, ~~enabling~~but ~~them~~not limited to ~~focus~~the ~~their~~management ~~time~~consultancy services, development of software and ~~energies~~programming onactivities, ~~their~~ e-commerce, tours and entertainment operations, information technology and ~~sales.~~investment Webanking ~~give~~all ~~clients~~with ~~and~~a ~~merchants~~common objective: to minimize the ~~ability~~intricacies toand ~~streamline~~costs ~~their~~associated ~~onboarding~~with ~~procedures~~fund ~~and~~transfers. ~~increase~~We ~~customer~~extend ~~retention~~our services to online businesses, ~~which~~providing ~~thereby~~comprehensive ~~enables~~solutions ~~the~~encompassing ~~creation~~payment ofcollection, ~~additional~~cross-border ~~revenue~~transactions, FX services, and corporate bank accounts.

WeOur cutting-edge payments platform boasts ~~aim~~a tocomprehensive ~~build~~suite ~~our~~of ~~market~~integrated ~~share~~payment products and ~~become~~services atailored ~~recognized~~to ~~leader~~various channels–be it in-store, ~~the~~online, ~~payments~~or through mobile and ~~banking~~tablet ~~space~~interfaces. onThis asuite ~~global~~encompasses ~~scale.~~end-to-end ~~Our~~payment ~~team~~processing ~~is comprised~~for an array of ~~experienced~~payment ~~and~~types, ~~knowledgeable~~merchant acquiring ~~personnel~~and inissuing, ~~the~~diverse ~~areas~~methods of ~~operations,~~mobile ~~sales~~and contactless payments, ~~technology~~and QR code-based solutions. Complementary software integrations, ~~onboarding~~virtual international bank account numbers (IBAN), ~~support~~integrated mobile point-of-sale (POS) solutions, ~~legal~~risk management tools, and ~~compliance~~robust reporting and analytics capabilities augment our platform’s offerings.

Our payment services ~~vision~~seamlessly isintegrating toe-money ~~minimize~~remittance ~~and~~solutions ~~automate~~within the ~~process~~global ofmarketplace, ~~sending~~spanning ~~and~~open ~~receiving~~banking ~~funds~~and ~~globally,~~credit ~~while~~card ~~ensuring~~processing to ~~security~~wire transfers. WeOur ~~aim~~unique toSoftware-as-a-Service ~~provide merchants~~(SaaS) ~~with~~model aempowers ~~true~~clients ~~merchant~~to ~~payment~~focus ~~ecosystem~~on ortheir ~~MPE~~core ~~where~~operations ~~they~~and ~~can~~sales ~~combine~~while we ~~all~~handle ~~payment~~the ~~needs~~intricate ~~under~~aspects ~~one~~of ~~system~~payment processing. ~~Our~~This ~~technology platform~~streamlined ~~uses~~approach anfacilitates ~~innovative~~efficient ~~Gateway~~onboarding, ~~Cashier~~elevates ~~Technology~~customer retention, toand ~~provide~~cultivates ~~our~~new ~~services~~revenue streams.

Our vision transcends ~~merchants~~boundaries ~~include~~as ~~small~~we ~~and~~aspire ~~medium~~to ~~enterprises,~~cement orour ~~SMEs,~~position ~~and~~as ~~large~~a ~~enterprises~~global ~~across~~leader ~~numerous~~in ~~verticals~~the ~~including~~payments ~~hospitality~~and banking sphere. Our team, comprising seasoned ~~e-gaming~~experts across operations, ~~consulting~~technology, ~~retail~~sales, ~~marketing~~legal, compliance, and ~~eCommerce~~more, forms the backbone of our enterprise.

~~Although we~~The ~~provide~~crux aof ~~SaaS,~~our vision welies ~~believe~~in ~~that~~simplifying ~~technology should be free~~ and ~~accessible~~automating toglobal ~~everyone.~~fund Wetransfers ~~therefore~~while ~~initial~~upholding ~~provide~~the ~~our~~highest ~~platform free~~standards of ~~charge and generate our revenue from our extra value-added services~~security. We ~~derive the majority of this revenue from fees~~endeavor ~~paid~~to byfurnish ~~our~~ merchants aswith ~~processing~~an ~~fees charged as a percentage of end~~all-~~to-end~~encompassing ~~payment~~Merchant ~~volumes.~~Payment InEcosystem ~~other~~(MPE), ~~cases~~a ~~where~~unified ~~merchants subscribe~~platform ~~only~~catering to ~~our~~their ~~gateway,~~diverse wepayment needs. ~~generate~~Our ~~revenue~~technology ~~from~~leverages ~~transaction fees charged in~~ the ~~form~~Gateway ofCashier aTechnology ~~fixed~~to ~~fee~~deliver ~~per~~unparalleled ~~transaction and a monthly fee~~services.

Our ~~revenue~~ isdiverse ~~continuous,~~merchant base asranges ~~merchants~~from ~~only~~small ~~pay~~to ~~for~~medium-sized ~~the~~enterprises, ~~specific amount of service~~ or ~~usage they consume~~SMEs, ~~rather than a flat fee for access~~ to ~~the~~large ~~service~~enterprises, ~~(other~~spanning ~~than~~sectors insuch ~~the case of monthly subscription fees). Because of our different layers~~ as ~~described~~hospitality, e-gaming, ~~below~~consulting, ~~merchants~~retail, ~~sign~~marketing, upand ~~for different services which increases revenue for the company~~e-commerce. WeWhile ~~believe~~ we ~~can~~are ~~maintain~~rooted ~~long-term relationships~~in ~~with~~the ~~our~~SaaS ~~clients~~framework, ~~due~~ our ~~customer~~belief ~~relationship~~in ~~team~~democratizing astechnology has ~~well~~led asus ~~the~~to ~~difficulties~~offer ~~merchants~~an ~~experience~~initial infree ~~changing providers~~platform, ~~including~~generating ~~high~~revenue ~~switching~~through ~~costs resulting from set~~value-upadded ~~fees, onboarding costs and integration costs with various other providers~~services. ~~We also benefit from a high degree of operating leverage given the combination of our highly scalable payments platform and strong customer relationship unit.~~

~~Components~~Our revenue streams ofencompass ~~Results~~processing offees ~~Operations~~ based on payment volumes, a hybrid model featuring fixed transaction fees and monthly charges, and diverse layers that allow us to cross-sell services and nurture lasting client relationships. Currently, we derive all our revenues from our operating subsidiaries based in Malaysia and the United Kingdom.

~~Revenue~~In the competitive landscape, our distinct layers constitute the heart of our approach, underpinned by a commitment to exemplary customer service. We understand the nuanced needs of various merchants and have meticulously curated layers tailored to their requirements, including cutting-edge technology, diverse payment processing, integrated banking, and strategic licensing solutions. These layers collectively form the bedrock of our operations, fostering seamless merchant experiences and propelling us to the forefront of the industry.

~~Revenue for~~As ~~the~~we ~~nine~~chart ~~months ended 30th September 2023 consists of three components which are client processing commission,~~our ~~client~~course, ~~account~~we ~~fixed~~stand ~~fees~~poised ~~and~~to ~~white~~not ~~labelling.~~only ~~The~~cater ~~company~~to ~~will~~our ~~conduct~~diverse ~~payment~~clientele ~~solutions~~but ~~for~~to ~~the~~exceed ~~client~~their ~~using the client funds and the revenue is generated based on pre-agreed client processing commission and fixed monthly client account fees~~expectations. ~~White~~Our ~~labeling income~~pursuit ~~is billed in arrears/advance on a monthly basis for the use~~ of ~~the payment solution software. For the nine months ended~~excellence ~~30th~~remains ~~September~~unwavering ~~2023,~~as we ~~have~~continue ~~recognized~~to $1innovate,~~774,947~~ ~~generated~~expand ~~from~~our ~~client~~offerings, ~~processing~~and ~~commission,~~forge ~~$556,474~~new ~~generated from~~partnerships ~~client~~to ~~account~~reshape ~~fixed~~the ~~fees~~payments and ~~$46,231 generated from white labelling~~banking landscape.

Cost of Sales

Cost of sales for the nine months ended 30th September 2023 mainly consists of an affiliate commission recognized of $103,486. Affiliate commission is based on a pre-agreed rate from existing clients who refer business to the Company. A percentage of the revenue generated from new business is paid to the existing client from the Company.

Gross Profit

Gross profit for the nine months ended 30th September 2023 consists of $138,794 from FintechAsia and $2,123,867 from Fintech, total for the Company of $2,262,661.

Operating Expenses

Operating expenses for the nine months ended 30th September 2023 are mainly comprised of salaries and directors’ fees of $597,068, consultancy fees of $532,252, banking and processing fees of $450,916, research and development of $369,726, office rent of $308,876 and legal and professional fees of $369,726.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2023~~ 2024 Compared to Three Months Ended ~~September~~March 3031, ~~2022~~2023

The following discussion should be read in conjunction with our unaudited consolidated financial statements in Item 1, Financial Statements, for the three months ended September 30, 2023 and 2022 and the related notes thereto.

Revenue

~~We recognized~~Revenue ~~$946,830~~generated ~~and~~by ~~$nil~~the ~~revenues~~Company ~~for~~ during the three months ended ~~September~~March 3031, ~~2023~~2024 ~~and~~consists ~~2022,~~of ~~respectively.~~three ~~The~~components, ~~significant~~including: ~~increase in~~Payment ~~revenue~~Service ~~primarily~~Provider ~~resulted~~(PSP), ~~from~~Foreign ~~the~~Exchange (FX) ~~restructuring~~Conversion ~~transactions~~and ~~that occurred during financial year ended December 31, 2022~~Whitelabelling. ~~Revenue~~ ~~recognized~~The ~~during~~revenue ~~the~~generated ~~period is mainly~~ from ~~transaction~~each ~~fees~~component ~~earned~~is ~~through~~outlined ~~financial~~in ~~payment~~the ~~and~~following ~~settlement services provided by Fintech and FintechAsia (formerly known as HWGG Capital P~~table.~~L.C.).~~

Cost of Sales

	Three Months Ended March 31,
	2024		2023
Payment Services Provider (PSP)	$	—	$	177,825
Foreign Exchange (FX) Conversion		27,057		658,869
Whitelabelling		150,118		10,500
Referral fees⁽¹⁾		82,219		—
Total Revenue	$	259,394	$	847,194

~~Cost of~~(1) ~~sales~~Referral ~~for~~fees is a new revenue stream within 2024 following the ~~three~~discontinue ~~months~~of ~~ended~~our ~~September~~EMD ~~30,~~agency ~~2023~~service ~~was~~in ~~$72~~December 2023,~~486~~ ~~compared~~ to ~~$nil~~comply ~~for~~with updated regulatory compliance mandates from the ~~three~~United ~~months~~Kingdom. ~~ended~~As ~~September~~a 30result, ~~2022~~the existing client base of Fintech was transferred to a third party and a revenue share agreement was established.

We recognized $259,394 and $847,194 revenues for the three months ended March 31, 2024 and 2023, respectively. The decrease in revenue was primarily due to lower-than-expected transactions for both the Payment Services Provider and Foreign Exchange (FX) Conversion services. There has been less onboarding of new clients in the first quarter of 2024 for our services, which mean we are primarily servicing existing clients. Additionally, the discontinue of our EMD agency service in December 2023, to comply with updated regulatory compliance mandates from the United Kingdom, also partially impacted our operations. Revenue recognized during the period is mainly from whitelabelling provided by FintechAsia and referral fees provided by FDS.

Cost of Revenue

Cost of revenue for the three months ended March 31, 2024 was $37,150 compared to $35 for the three months ended March 31, 2023, due to increase in processing fees for our business transaction.

Gross Profit

Gross profit for the three months ended March ~~September 30~~31, ~~2023~~2024 was $~~874~~222,~~344~~244 compared to $~~nil~~847,159 for the ~~three~~period ~~months~~ ended ~~September~~March 3031, ~~2022~~2023. The ~~increase~~decrease resulted primarily from the lower-than-expected ~~restructuring transactions that led to additional sources of~~ revenue generated from ~~Fintech~~our services and ~~FintechAsia~~ ~~(formerly~~higher ~~known~~cost asof ~~HWGG Capital P~~revenue.~~L.C.).~~

Operating Expenses

For the three months ended ~~September~~March 3031, ~~2023~~2024, we incurred total operating expenses in the amount of $1883,~~259,700,~~892 ~~composed~~compared ~~solely~~to ~~of general and administrative expenses totaling~~ $1871,~~259,700.~~366 ~~Whilst,~~ for the three months ended ~~September~~March 3031, ~~2022~~2023. The increase of $12,526 weor ~~incurred~~1% ~~total operating~~was ~~expenses~~mainly inattributed to the ~~amount~~increased ofcosts associated with preparation for the Nasdaq listing. Specifically, legal fees rose to $~~217~~106,~~953,~~638 ~~composed~~in ofQ1FY2024 ~~solely~~from of$17,500 ~~general~~in ~~and~~Q1FY2023, ~~administrative~~director ~~expenses~~fees ~~totaling~~increased to $~~217~~36,~~953.~~000 ~~The~~in Q1FY2024 ~~increase~~from of $110,~~041~~000 in Q1FY2023,~~747~~ orand ~~478%~~share-based ~~for~~payments ~~the~~were ~~administrative~~$13,000 ~~expenses~~in ~~represents~~Q1FY2024 ~~the~~compared ~~total~~to ~~increase~~$nil in ~~operating expenses~~Q1FY2023. ~~The~~However, the increase asin ~~compared~~the toabove ~~prior~~costs ~~year~~ was ~~resulted~~partially ~~from~~offset by a decrease in the ~~restructuring~~general ~~that~~and ~~has~~administrative ~~occurred~~expenses ~~towards~~of ~~prior~~Fintech. ~~year~~This ~~end~~includes a $81,475 or ~~which~~49% ~~were~~decrease ~~disclosed~~of ~~in the~~banking ~~Note~~and 1processing fees, $31,941 or 15% decrease of ~~the~~consultation ~~financial~~fees, ~~statements~~and a $25,777 or 85% decrease of professional fees.

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

Revenue

We recognized $2,377,652 and $325 revenues for the nine months ended September 30, 2023 and 2022, respectively. The significant increase in revenue primarily resulted from the restructuring transactions that occurred during financial year ended December 31, 2022. Revenue recognized during the period is mainly from transaction fees earned through financial payment and settlement services provided by Fintech and FintechAsia (formerly known as HWGG Capital P.L.C.).

Cost of Sales

Cost of sales for the nine months ended September 30, 2023 was $114,991 compared to $292 for the nine months ended September 30, 2022.

Gross Profit

Gross profit for the nine months ended September 30, 2023 was $2,262,661 compared to $33 for the period ended September 30, 2022. The increase resulted primarily from the restructuring transactions that led to additional sources of revenue from Fintech and FintechAsia (formerly known as HWGG Capital P.L.C.).

Operating Expenses

For the nine months ended September 30, 2023, we incurred total operating expenses in the amount of $3,043,686, composed solely of general and administrative expenses totaling $3,043,686. Whilst, for the nine months ended September 30, 2022, we incurred total operating expenses in the amount of $533,842, composed solely of general and administrative expenses totaling $533,842. The increase of $2,509,844 or 470% for the administrative expenses represents the total increase in operating expenses. The increase as compared to prior year was resulted from the restructuring that has occurred towards prior year end, which were disclosed in the Note 1 of the financial statements.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, we had a cash balance of $3,~~725~~585,~~144~~341. During the period ended ~~September~~March 3031, ~~2023~~2024, net cash ~~generated~~used ~~from~~ in operating activities totaled $~~776~~231,~~545~~191. Net cash ~~used~~generated from in investing activities totaled $~~10,897~~259. Net cash ~~used~~generated inby financing activities during the period totaled $~~845~~42,~~440~~137. The resulting change in cash for the period was a decrease of $66180,~~234~~618, which was primarily due to cash used ~~from~~in ~~financing~~operating activities. As of March 31, 2024, we had current liabilities of $3,054,144, which was composed of amount due to related parties of $897,177, accounts payable of $327,122, and accruals and other payable of $1,829,845. We had net assets of $17,493,692 and $18,322,482 as of March 31, 2024 and December 31, 2023, respectively. For the period ended March 31, 2024, we have recognized goodwill of $16,657,653 compared to $16,657,653 for the year ended December 31, 2023. After completing our annual impairment review for each reporting unit during the fourth quarter of 2023, we concluded that goodwill of Fintech was impaired in the year ended December 31, 2023 and an impairment loss of $39,136,871 was recorded. We have recognized goodwill of $16,657,653 as a result from the acquisition of Fintech during the year ended December 31, 2022. We believe no impairment is required during the period ended March 31, 2024. However, due to the significant carrying amount of goodwill recognized, any indication of impairment that causes losses and give rise to substantial doubt about our ability to continue as going concern.

~~As of~~Cash ~~September~~Flows ~~30,~~for ~~2023,~~the weThree ~~had~~Months ~~current liabilities of $2,045,811, which was composed of amount due to related parties of $352,602,~~Ended ~~accounts~~March ~~payable of $25~~31,~~111,~~ ~~and~~2024 ~~accruals~~ and ~~other payable of $1,668,098~~2024.

~~We had~~The ~~net~~following ~~assets~~table ofsets ~~$58,443,166~~forth ~~and~~summary cash ~~net~~flow ~~liabilities~~information offor ~~$4,634,291 as~~the ofperiods ~~September 30, 2023 and September 30, 2022, respectively.~~presented:

We have recognized goodwill of $55,794,524 as a result from the acquisition of Fintech during the year ended December 31, 2022. The management performs goodwill impairment test annually. On November 30, 2022, the reverse acquisition by Fintech/the Company was completed. As the acquisition date and financial period end is of a relatively short period, the management has not identified any indicators that relate to the impairment of goodwill. As such no impairment of goodwill has been made. In the event that after year end if any events occur that may have a negative impact on the carrying amount of goodwill and will have significant effect on the results of the Company, it may raise significant doubts for the Company’s ability to continue as a going concern.

	Three Months Ended March 31,
	2024			2023

Net (used in) / cash generated by operating activities	$	(231,191	)	$	933,677
Net (used in) / cash generated by investing activities	$	259		$	(6,500	)
Net cash generated by / (used in) financing activities	$	42,137		$	(839,697	)
Effect of exchange rates on cash	$	8,177		$	14,024
Change in cash and cash equivalents	$	(180,618	)	$	101,504

Cash Flows from Operating Activities

For the three months ended March 31, 2024, cash used in operating activities was $231,191 which consisted of a net loss for the three months ended March 31, 2024 of $736,967. Cash generated by other receivables, prepayments and other assets was $319,616, accounts payables was $279,460, accounts receivable was $19,663, and depreciation and amortization of property and equipment and right-of-use assets was $10,352. Cash used by accrued expense and other payables was $123,315.

For the three months ended March 31, 2023, net cash generated by operating activities was $933,677 which consisted of a net loss for the three months ended March 31, 2023 of $3,569. Cash generated from accounts receivables was $650,768, other receivables, prepayments and other assets was $583,475, depreciation and amortization was $10,819, and inventories was $35. Cash used by accounts payables was $198,653 and accrued expense and other payables was $116,336.

Cash Flows from Investing Activities

For the three months ended March 31, 2024, net cash generated by investing activities was $259 which consisted of cash generated by purchase of property and equipment and right-of-use assets of $259.

For the three months ended March 31, 2023, cash used in investing activities was $6,500 which consisted of cash used in purchase of property and equipment and right-of-use assets of $6,500.

Cash Flows from Financing Activities

For the three months ended March 31, 2024, net cash generated by financing activities was $42,137 which consisted of cash generated by proceeds from related parties of $142,137 and cash used in the issuance of shares of $100,000.

For the three months ended March 31, 2023, cash used in financing activities was $839,697 which consisted of repayments to related parties of $839,697.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financing, or other relationships with unconsolidated entities or other persons.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: research and development expense recognition, valuation of common shares and stock options, allowances of deferred tax assets, valuation of debt related instruments, and cash flow assumptions regarding going concern considerations. Although management believes the estimates that have been used are reasonable, actual results could vary from the estimates that were used.

Recently Issued Accounting Standards

The recently issued accounting pronouncements are included in Note 2 Unaudited Interim Financial Statements for disclosures on accounting policies related to our business.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial ~~officers~~ officer, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive and principal financial ~~officers~~ officer concluded that our disclosure controls and procedures were ~~not~~ effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

~~As required~~In byorder ~~Rule~~to ~~13a-15(e),~~ensure that our ~~management~~subsequent periodic ~~has~~quarterly ~~carried~~reports ~~out~~for ~~an evaluation, with~~ the ~~participation~~financial ~~and~~year ~~under~~2024 ~~the~~are ~~supervision~~filed ~~of Shalom~~in ~~Dodoun,~~accordance ~~our~~with ~~Chief~~effective ~~Executive~~internal ~~Officer,~~control ~~and~~over ~~Lim~~financial ~~Chun Hoo~~reporting, the ~~our~~company ~~Chief~~has ~~Financial~~temporarily ~~Officer~~held of the ~~effectiveness~~filings of ~~the~~these ~~design~~quarterly ~~and operation~~reports ofuntil our ~~disclosure~~Annual ~~controls~~Report ~~and~~for ~~procedures, as of September 30, 2023. Based upon~~ the ~~participation~~year inended ~~that~~December ~~evaluation~~31, it2023 ~~has~~is ~~been~~evaluated ~~concluded~~as ~~that the disclosure controls and procedures were~~ effective asby ~~of September 30, 2023~~management.

For the financial year ended December 31, 2023, our management concluded that we did not maintain effective internal control over financial reporting, due to a weakness in our internal control over financial reporting, related to the acquisition of Fintech. This weakness was brought to our attention only when we received the SEC Staff Statement on June 11, 2024. In response to this weakness, the management has recognized the impact of the financial statement as described in the Annual Report on Form 10-K/A for the year ended December 31, 2023. Due to this weakness, the Company’s management has expended, and will continue to expend, substantial effort and resources for the remediation and improvement of our internal control over financial reporting.

On October 28, 2024, we filed the Annual Report on Form 10-K/A for the year ended December 31, 2023 with SEC. On November 4, 2024, we received the SEC Staff Statement confirming that they have completed their review of our Form 10-K/A. Hence, we are now filing this Quarterly Report for the period ended March 31, 2024 after the quarterly evaluation on our internal control over financial reporting has been completed, as described below.

Management’s Quarterly Report on Internal Control over Financial Reporting.

Lim Chun Hoo, our Chief Executive Officer (“CEO”), is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Ensuring that the management of each subsidiary pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Exercising the rights as the CEO of Company to oversee all internal control’s function, instruct amendment to policy and procedures, carry out internal control audit and other necessary means on each of the subsidiary to ensure that it is consistent with the Securities Exchange Act of 1934;

Provide reasonable assurance by involving in the subsidiary’s material decision-making process that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. All material acquisition and disposal of subsidiary’s asset shall be approved by the board of director of the Company.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree goodwill of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer assessed the effectiveness of our internal control over financial reporting as of March 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their participation in that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of March 31, 2024.

Accordingly management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this report.

Changes in Internal Controls

~~During~~As discussed above, there were changes in the ~~fiscal~~Company’s ~~quarter~~internal ~~ended~~control ~~September~~over ~~30,~~financial ~~2023,~~reporting ~~there~~during the most recent fiscal year that have ~~been~~affected nothe ~~changes~~effectiveness of inthe ~~our~~Company’s internal control over financial reporting. ~~that have~~Our ~~materially~~current ~~affected~~plans orinclude ~~are~~acquiring ~~reasonably~~enhanced ~~likely~~access to ~~materially~~accounting literature, ~~affect~~research materials and documents, and increasing communication among our ~~internal~~personnel, ~~controls~~and ~~over~~considering ~~financial~~the ~~reporting~~engagement of third-party professionals to consult with us on the application of complex accounting transactions.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 1A.

RISK FACTORS

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K/A for the year ended December 31, ~~2022~~2023 as filed with the SEC on ~~April~~October 28, 2023 (“Annual Report”), as supplemented by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on August 21, 2023 (the “Quarterly Report” and together with the Annual Report, the “Periodic Reports”)2024. There have been no material changes in our risk factors from those previously disclosed in our Periodic Reports. You should carefully consider the risks described in our Periodic Reports, which could materially affect our business, financial condition or future results. The risks described in our Periodic Reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

~~None~~During the fiscal quarter ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

ITEM 6.

EXHIBITS

Exhibit Number		Description of Exhibit
10.1#		Asset Conveyance Agreement by and among Fintech Scion Limited and CICO Digital Solutions Limited dated October 11, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 12, 2023)
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File – the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, is formatted in Inline XBRL and included in the Exhibit 101 Inline XBRL Document Set

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File – the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, is formatted in Inline XBRL and included in the Exhibit 101 Inline XBRL Document Set

* Filed herewith

** Furnished herewith

~~# Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.~~21

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FINTECH SCION LIMITED
Date: November 14, 2023	By:	/s/ Shalom Dodoun
Date: November 19, 2024	By:	/s/ Lim Chun Hoo
	Shalom Dodoun Chief Executive Officer (Principal Executive Officer)
	Lim Chun Hoo Chief Executive Officer (Principal Executive Officer)
Date: November 14, 2023	By:	/s/ Lim Chun Hoo
Date: November 19, 2024	By:	/s/ Colin Ellis
	Lim Chun Hoo Chief Financial Officer (Principal Financial and Accounting Officer)
	Colin Ellis Chief Financial Officer (Principal Financial and Accounting Officer)

21 22

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