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~~June 30, ~~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)

+~~44 203~~603 ~~982~~9226 ~~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~~ ☐ 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.

2 1

FINTECH SCION LIMITED AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~September~~ June 30, ~~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	1819
Item 4.	Controls and Procedures	1819
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1821
Item 1A.	Risk Factors	1921
Item 2.	Unregistered Sales of Equity Securities And Use of Proceeds	1921
Item 3.	Defaults Upon Senior Securities	1921
Item 4.	Mine Safety Disclosures	1921
Item 5.	Other Information	1921
Item 6.	Exhibits	1922
	SIGNATURES	2123

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;

3 2

	●	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.

4 3

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

5 4

FINTECH SCION LIMITED AND SUBSIDIARIES

~~(Formerly known as HWGC Holdings Limited)~~ CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. dollars)

	As of			As of
	September 30,			December 31,
	June 30,			December 31,
	2023 (Unaudited)			2022 (Audited)
	2024 (Unaudited)			2023 (Audited)
ASSETS
Current assets
Cash and cash equivalents	$	3,~~725~~455,~~144~~972		$	3,~~791~~765,~~378~~959
Accounts receivable		~~541~~56,~~219~~758			159,~~792,195~~974
Amount due from related parties		~~31,144~~—			~~1,296,935~~—
Inventories		1412,~~233~~000			212,~~272~~000
Other receivables, prepayments and other current assets		~~300~~183,~~199~~311			1509,~~049,292~~451
Total Current Assets		43,~~611~~708,~~939~~041			74,~~932~~347,~~072~~384
Non-current assets
Intangible asset		4219,~~455~~212			5934,~~803~~707
Goodwill		5516,~~794~~657,~~524~~653			5516,~~794~~657,~~524~~653
Property and equipment, net		4033,~~059~~063			38,~~862~~600
Total Non-Current Assets		5516,~~877~~709,~~038~~928			5516,~~893~~730,~~189~~960
TOTAL ASSETS	$	6020,~~488~~417,~~977~~969		$	6321,~~825~~078,~~261~~344
LIABILITIES
Current liabilities
Amounts due to related parties	$	~~352~~1,~~602~~196,146		$	2755,~~463,833~~040
Accounts payable		25382,~~111~~109			247,~~131,388~~662
Accruals and other payables		1,~~668~~813,~~098~~741			~~348~~1,~~246~~953,160
Total Current Liabilities		23,~~045~~391,~~811~~996			42,~~943~~755,~~467~~862
TOTAL LIABILITIES		23,~~045~~391,~~811~~996			42,~~943~~755,~~467~~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 shares authorized, respectively; 198,742,643 issued and outstanding, respectively		198,743			198,743
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		~~111~~58,~~770~~148,~~998~~510			~~111~~58,~~770~~148,~~998~~510
Merger reserves		(55,000,000)			(55,000,000)
Accumulated surplus		(41,341,454	)		(40,140,592	)
Accumulated surplus		891,336			1,342,788
Accumulated other comprehensive income		21,668			16,734
Accumulated other comprehensive income		579,493			565,935
Equity attributable to equity holders of the parent		17,027,467			18,323,395
Equity attributable to equity holders of the parent		58,440,570			58,878,464
Non-controlling interests		(1,494	)		(913	)
Non-controlling interests		2,596			3,330
Total Stockholders’ Equity		17,025,973			18,322,482
Total Stockholders’ Equity		58,443,166			58,881,794
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	20,417,969		$	21,078,344
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	60,488,977		$	63,825,261

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

6 5

FINTECH SCION LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (In U.S. dollars)

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
REVENUE	$	81,571		$	583,628		$	340,965		$	1,430,822

COST OF REVENUE		(21,805	)		(42,470	)		(58,955	)		(42,505	)

GROSS PROFIT		59,766			541,158			282,010			1,388,317

OPERATING EXPENSES
General and administrative expenses		(409,548	)		(900,620	)		(1,293,440	)		(1,783,986	)
Total operating expenses		(409,548	)		(900,620	)		(1,293,440	)		(1,783,986	)

LOSS FROM OPERATIONS		(349,782	)		(359,462	)		(1,011,430	)		(395,669	)

OTHER INCOME/(EXPENSE), NET
Other income		—			46,515			2,022			89,491
Other expense		(114,694	)		(230	)		(192,035	)		(804	)
Total Other income / (Expense), net		(114,694	)		46,285			(190,013	)		88,687

NET LOSS BEFORE TAX	$	(464,476	)	$	(313,177	)	$	(1,201,443	)	$	(306,982	)

Income tax		—			453			—			(2,173	)

NET LOSS	$	(464,476	)	$	(312,724	)	$	(1,201,443	)	$	(309,155	)

Loss attributable to non-controlling interest		147			61			581			501
NET LOSS FOR THE PERIOD		(464,329	)		(312,663	)		(1,200,862	)		(308,654	)

OTHER COMPREHENSIVE INCOME / (LOSS)
Foreign currency translation adjustment		(2,330	)		17,038			4,934			31,063

TOTAL COMPREHENSIVE INCOME / (LOSS)	$	(466,659	)	$	(295,625	)	$	(1,195,928	)	$	(277,591	)

Weighted average number of common shares outstanding - basic and diluted		198,742,643			198,742,643			198,742,643			198,742,643
Net Income (Loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
REVENUE	$	946,830	$	—	$	2,377,652	$	325
COST OF REVENUE		(72,486)		—		(114,991)		(292)
GROSS PROFIT		874,344		—		2,262,661		33
OPERATING EXPENSES
General and administrative expenses		(1,259,700)		(217,953)		(3,043,686)		(533,842)
Total operating expenses		(1,259,700)		(217,953)		(3,043,686)		(533,842)
LOSS FROM OPERATIONS		(385,356)		(217,953)		(781,025)		(533,809)
OTHER INCOME/(EXPENSE), NET
Other income		241,386		39,383		330,877		204,434
Other expense		(58)		(778)		(862)		(6,121)
Total Other income / (Expense), net		241,328		38,605		330,015		198,313
NET LOSS BEFORE TAX	$	(144,028)	$	(179,348)	$	(451,010)	$	(335,496)
Income tax		996		—		(1,177)		—
NET LOSS	$	(143,032)	$	(179,348)	$	(452,187)	$	(335,496)
Loss attributable to non-controlling interest		233		—		734		—
NET LOSS FOR THE PERIOD		(142,799)		(179,348)		(451,453)		(335,496)
OTHER COMPREHENSIVE INCOME / (LOSS)
Foreign currency translation adjustment		(17,506)		156,190		13,558		287,170
TOTAL COMPREHENSIVE LOSS	$	(160,305)	$	(23,158)	$	(437,895)	$	(48,326)
Weighted average number of common shares outstanding - basic and diluted		198,742,643		5,409,310		198,742,643		5,409,310
Net Income (Loss) per share - basic and diluted	$	(0.00)	$	(0.03)	$	(0.00)	$	(0.06)

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~ 6

7FINTECH SCION LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In U.S. dollars)

FINTECH SCION LIMITED AND SUBSIDIARIES


	For the Period Ended June 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,201,443	)	$	(309,155	)
Items not involving cash:
Depreciation and amortization of– property and equipment and right-of-use assets		20,780			16,481
Changes in operating assets and liabilities
Accounts receivables		3,216			1,316,056
Other receivables, prepayments and other current assets		326,140			699,414
Inventories		—			(13,500	)
Accounts Payable		334,447			(939,555	)
Accrued expense and other payables		(139,419	)		499,752
Net (used in) / cash generated by operating activities		(656,279	)		1,269,493

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment and rights-of-use assets		252			(8,795	)
Net (used in) / cash generated by investing activities		252			(8,795	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of shares		(100,000	)		—
(Repayments) / Proceeds from related parties		441,106			(589,994	)
Net cash generated by / (used in) financing activities		341,106			(589,994	)

EFFECT OF EXCHANGE RATES ON CASH		4,934			31,063

NET CHANGE IN CASH AND CASH EQUIVALENTS		(309,987	)		701,767

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		3,765,959			3,791,378

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,455,972		$	4,493,145

SUPPLEMENTAL OF CASH FLOW INFORMATION

Cash paid for interest expenses	$	—		$	—
Cash paid for income tax	$	—		$	—

~~(Formerly known~~The asaccompanying ~~HWGC~~notes ~~Holdings~~are ~~Limited) CONDENSED~~an ~~CONSOLIDATED~~integral ~~STATEMENTS~~part OFof ~~CASH~~these ~~FLOWS (Unaudited) (In~~condensed ~~U.S.~~consolidated ~~dollars)~~ financial statements.

	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~~FINTECH ~~accompanying~~SCION ~~notes~~LIMITED ~~are~~AND anSUBSIDIARIES NOTES ~~integral~~TO ~~part~~UNAUDITED ofCONDENSED ~~these~~CONSOLIDATED ~~condensed~~FINANCIAL ~~consolidated~~STATEMENTS (Unaudited) (In ~~financial statements~~U.S. dollars)

8 1. ORGANIZATION AND BUSINESS

~~FINTECH~~Fintech ~~SCION~~Scion ~~LIMITED~~Limited ~~AND~~(“the ~~SUBSIDIARIES~~ Company”) formerly known as HWGC Holdings Limited, incorporated in Nevada.

~~(Formerly~~The ~~known~~Company asholds ~~HWGC~~the ~~Holdings~~following ~~Limited) NOTES~~equity TOinterests ~~UNAUDITED~~in ~~CONDENSED~~its ~~CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In U.S. dollars)~~subsidiaries:

1. ORGANIZATION AND BUSINESS

			Interest
No.	Name of subsidiary	Country of incorporation	2024 %	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

~~Fintech Scion~~* ~~Limited~~HCS ~~(“the~~and ~~Company”)~~HKZ ~~formerly~~are ~~known~~currently ~~as HWGC Holdings Limited, incorporated in Nevada~~dormant.

The Company ~~holds~~offers digital banking services by providing the ~~following~~tools, ~~equity~~skills, ~~interests~~and insolutions ~~its~~to ~~subsidiaries:~~ facilitate payment services to merchants, offering a variety of secured, online and fully managed transactions and settlements.

			Interest
No.	Name of subsidiary	Country of incorporation	2023 %	2022 %	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

2.	UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements of the Company ~~was~~have ~~previously~~been ~~engaged~~prepared in ~~direct~~accordance ~~selling~~with ~~industry~~accounting principles ~~and~~generally ~~online~~accepted ~~shopping~~in ~~platform,~~the ~~primarily~~United ~~through~~States ~~its~~of ~~operating~~America ~~entities~~(“U.S. GAAP”) for interim financial information under inArticle ~~Malaysia~~8 of Regulation S-X. ~~During~~They ~~the~~do not include all information and foot notes required by U.S. GAAP for complete financial ~~year~~statements. Except ~~ended~~as ~~December~~disclosed 31herein, ~~2022,~~there ~~the~~have ~~Company~~been ~~restructured~~no ~~after~~material changes in the ~~consummation~~information ofdisclosed ~~two~~in ~~share~~the ~~exchange~~notes to the consolidated ~~agreements~~financial ~~and~~statement for the ~~disposal~~year ofended ~~VSB~~December ~~and~~31, ~~VOM.~~2023, ~~The~~included in the Company’s ~~upon~~Form 10-K/A filed with the ~~restructuring,~~SEC ~~offers~~on ~~digital~~October 28, ~~Banking-as-a-Service~~2024 (~~BaaS~~“Annual Report on Form 10-K/A”). ~~by providing~~The ~~the~~interim ~~tools,~~unaudited ~~skills,~~consolidated ~~and~~financial ~~solutions~~statements toshould ~~facilitate~~be ~~payment~~read in ~~services~~conjunction towith ~~merchants,~~those ~~offering~~audited aconsolidated ~~variety~~financial ofstatements ~~secured,~~included ~~online and~~in ~~fully~~our ~~managed~~Annual ~~transactions~~Report ~~and~~on ~~settlements~~Form 10-K/A.

~~Restructuring~~In ~~Transactions~~the opinion of management, the Company has made all adjustments necessary to present a fair statement of the financial position as of June 30, 2024, results of operations for the three months ended June 30, 2024 and 2023, and cash flows for the three months ended June 30, 2024 and 2023. All significant intercompany transactions and balances are eliminated on consolidation. The results of operations for the three months ended June 30, 2024 are not necessarily indicative of the results of operations for the entire fiscal year.

~~The following restructuring transactions occurred during the year ended December 31, 2022:~~8

i.Recently issued ~~Acquisition~~accounting ~~of FintechAsia (formerly known as HWGG Capital P.L.C.)~~pronouncements

iiFrom time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. ~~Acquisition~~Unless otherwise discussed, the Company believes that the impact of ~~Fintech~~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.

~~iii~~3. ~~Disposal~~ACCOUNTS ~~of VSB and VOM~~RECEIVABLES

9 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.

~~Information~~Services ofbilled ~~the~~are ~~restructuring~~generally ~~transactions~~settled ~~were~~upon ~~disclosed in the notes to the consolidated~~ financial ~~statement~~services ~~for~~have ~~the~~been ~~year~~rendered. ~~ended~~Only ~~December 31,~~limited ~~2022,~~clients ~~included~~are inextended ~~the Company’s Form 10-K filed~~ with ~~the Security and Exchange Commission (“SEC”) by the Company on April 17, 2023~~credits.

2As of June 30, 2024, accounts receivable balances of $56,758 mainly derived from whitelabelling services. ~~UNAUDITED~~As ~~INTERIM~~of ~~FINANCIAL~~December ~~STATEMENTS~~31, 2023, accounts receivable balances of $59,974 mainly derived from whitelabelling services and commissions receivables.

The ~~accompanying~~company ~~unaudited~~considers ~~condensed~~accounts ~~consolidated~~receivable ~~financial~~to ~~statements~~be offully 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 hereincollectible, ~~there~~therefore ~~have been~~ no ~~material~~impairment ~~changes~~is innecessary ~~the~~as ~~information~~at ~~disclosed~~June in30, ~~the~~2024 ~~notes~~and ~~to the consolidated financial statement for the year ended~~ December 31, ~~2022, included in the Company’s Form 10-K filed with the SEC~~2023. ~~The interim unaudited consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in Form 10-K.~~

In the opinion of management, the Company has made all adjustments necessary to present a fair statement of the financial position as of September 30, 2023, results of operations for the three months ended September 30, 2023 and 2022, and cash flows for the three months ended September 30, 2023 and 20224. ~~All~~OTHER ~~significant intercompany transactions and balances are eliminated on consolidation. The results of operations for the three months ended September 30~~RECEIVABLES, ~~2023~~PREPAYMENTS ~~are~~AND ~~not~~OTHER ~~necessarily~~CURRENT ~~indicative of the results of operations for the entire fiscal year.~~ASSETS

~~Recently~~Other ~~issued~~receivables, ~~accounting~~prepayments ~~pronouncements~~ and other current assets consist of the following:

~~From time~~Schedule toof ~~time,~~other ~~new~~receivables ~~accounting~~and ~~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.assets

3. ACCOUNTS RECEIVABLES

	June 30, 2024		December 31, 2023

Other receivables ⁽¹⁾	$	97,162	$	294,780
Deposits ⁽²⁾	$	75,160	$	110,161
Prepayments ⁽³⁾	$	10,989	$	4,510
Common stock not paid ⁽⁴⁾	$	—	$	100,000
Total	$	183,311	$	509,451

~~Accounts receivable~~(1) Other receivables primarily represent balances ~~from:~~ in liquidity solution providers.

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

	(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.

(ii4) ~~non-interest-bearing credit~~ ~~tokens~~Common ~~issue~~stock not paid consists of the shares issued to ~~authorized~~CICO ~~agents~~as disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2023.

~~Services billed are generally settled upon financial services have been rendered. Only limited clients are extended with credits.~~9

~~As of September 30, 2023, accounts receivable balances of $541,219 solely derived from commissions receivables~~5. As of December 31, 2022, accounts receivable balances of $1,792,195 mainly derived from commissions receivables of $597,986 and non-interest-bearing credit tokens issued to authorized agents of $1,194,209.GOODWILL

The ~~company~~table ~~considers~~below ~~accounts~~sets ~~receivable~~forth tothe becarrying ~~fully~~amount ~~collectible,~~of ~~therefore~~goodwill nofor ~~impairment~~June ~~is necessary as at September~~ 30, ~~2023~~2024 and December 31, ~~2022~~2023.

4. OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

	As of June 30, 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	$	16,657,653	$	16,657,653

~~Other receivables,~~(1) ~~prepayments~~Goodwill ~~and~~was ~~other~~acquired ~~current~~during ~~assets~~the ~~consist~~year ended December 31, 2022 resulted from the acquisition of Fintech as disclosed in our Annual Report on Form 10-K/A for the ~~following:~~year ended December 31, 2023.

~~Schedule~~(2) The Company has adopted a policy of ~~other~~performing ~~receivables~~its annual goodwill impairment test in the fourth quarter of every year. In connection with the annual goodwill impairment test in the fourth quarter of 2023, the Company estimated the fair value of our FintechAsia reporting unit using the income approach. In the annual 2023 test, the FintechAsia reporting unit exceeded the carrying values by more than 50 percent. The Company performed a qualitative test on our FintechAsia reporting unit and ~~other~~concluded ~~assets~~it was more likely than not the fair value of this reporting unit exceeded its carrying value.

	September 30, 2023		December 31, 2022
Other receivables (1)	$	198,349	$	949,430
Deposits (2)		89,888		87,805
Prepayments (3)		11,962		12,057
Total	$	300,199	$	1,049,292

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.

~~(1) Other receivables primarily represent balances in liquidity solution providers.~~10

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) ~~Deposits~~our ~~represented~~inability ~~payments~~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 June 30, 2024, the management has determined that a quarterly goodwill impairment assessment is not necessary for ~~rental~~the following reasons, ~~utilities~~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 ~~deposit~~would ~~payment~~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 ~~product~~determine ~~suppliers~~whether further impairment is required when preparing the Form 10-K for the financial year ending December 31, 2024. For the quarterly period ended June 30, 2024, our total assets stood at $20,417,969, while our total stockholders’ equity was $17,025,973. For discussion purposes, assuming a full goodwill impairment of $16,657,653, our total assets would be reduced to $3,760,316, and total stockholders’ equity would decrease to $368,320. Even after this assumed impairment, our total assets would still exceed total liabilities of $3,391,996 by $368,320, 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 June 30, 2024, the Company reported amounts due to related parties totalling $1,196,146. 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.

~~(3) Prepayments mainly consists of prepayment for insurance and IT related fees.~~11

10 6. PROPERTY AND EQUIPMENT, NET

5.Property and ~~GOODWILL~~equipment, net consist of the following:

The table below sets forth the carrying amount of goodwill for September 30, 2023 and December 31, 2022.

	As of June 30, 2024		As of December 31, 2023

Office equipment	$	8,579	$	8,628
Computer equipment		49,406		49,600
Furniture and fittings		4,815		4,824
Software and website		10,173		10,173
		72,973		73,225
Less: Accumulated depreciation		(39,910)		(34,625)
Balance at end of period/year	$	33,063	$	38,600

	As of September 30, 2023		As of December 31, 2022
Gross carrying amount	$	—	$	—
Acquired in business combination (1)		55,794,524		55,794,524
Total		55,794,524		55,794,524
Accumulated impairment	$	—	$	—
Impairment (2)		—		—
		—		—
Goodwill, net	$	55,794,524	$	55,794,524

Depreciation expenses charged to the statements of operations and comprehensive loss for the six months periods ended June 30, 2024 and 2023 were $5,285 (three months: $2,680) and $6,879 (three months: $3,535) respectively.

~~(1)~~7. ~~Goodwill~~ACCRUED ~~was~~EXPENSE ~~acquired~~AND ~~during~~OTHER ~~the year ended December 31, 2022 resulted from the acquisition of Fintech as disclosed in Note 1: Organization and business.~~PAYABLES

~~(2)~~Accrued expense ~~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~~other ~~period~~payables ~~end~~consist 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.following:

6.Schedule ~~PROPERTY~~of ~~AND~~accruals ~~EQUIPMENT,~~and ~~NET~~other payables

Property and equipment, net consist of the following:

	As of June 30, 2024		As of December 31, 2023

Provisions and accruals ⁽¹⁾	$	397,176	$	319,939
Others ⁽²⁾		1,416,565		1,633,221
Balance at end of period/year	$	1,813,741	$	1,953,160

Schedule of property, plant and equipment, net

	(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.
	(2)	Other payables mainly consists of client funds.

	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

8.	REVENUE

11 Within the current period, the Company mainly derives its revenue from its whitelabelling service. The Company considers its performance obligation satisfied and recognizes revenue over time when the service is provided.

~~Depreciation~~Previously, ~~expenses~~the ~~charged~~Company toderived ~~the~~its ~~statements~~revenue ofmainly ~~operations~~from transaction fees earned through financial payment and ~~comprehensive~~settlement ~~loss~~services. ~~for~~For these transaction fee revenues, the ~~nine~~Company ~~month~~views ~~periods~~itself ~~ended~~as ~~September~~the ~~30,~~agent ~~2023~~in these transactions and ~~2022~~ ~~were~~as $9a result,~~700~~ records revenue on a net basis. The Company considers its performance obligation satisfied and ~~$7,908~~recognizes ~~respectively~~revenue at the point in time the transaction is processed.

7.The disaggregation ~~ACCRUED~~of ~~EXPENSE~~revenue ~~AND~~of ~~OTHER~~the ~~PAYABLES~~Company by the services rendered for the six months ended June 30, 2024 and 2023 is as follows:

Accrued expense and other payables consist of the following:

	Total
	2024		2023
Payment Services Provider (PSP)		—		360,158
Foreign Exchange (FX) Conversion		27,379		1,043,648
Whitelabelling		198,664		27,016
Referral fees⁽¹⁾		114,922		—
Total Revenue		340,965		1,430,822

~~Schedule~~(1) Referral fees is a new revenue stream within 2024 following the discontinue of ~~accruals~~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 ~~other~~a ~~payables~~revenue share agreement was established.

	As of September 30, 2023		As of December 31, 2022
Provisions and accruals	$	194,796	$	163,217
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~~9. ~~While~~RELATED ~~the~~PARTY ~~transactions~~BALANCES ~~are~~AND 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.TRANSACTIONS

8.Schedule ~~REVENUE~~of related party transaction

The Company derives its revenue mainly from transaction fees earned through financial payment and settlement services. For these transaction fee revenues, the Company views itself as the agent in these transactions and as a result, records revenue on a net basis. The Company considers its performance obligation satisfied and recognizes revenue at the point in time the transaction is processed.

	As of June 30, 2024		As of December 31, 2023
Amount due to related parties
Ho Wah Genting Group Sdn Bhd ⁽¹⁾	$	191,714	$	25,748
Shalom Dodoun ⁽²⁾		724,308		727,624
Natalie Kastberg ⁽³⁾		1,654		1,668
CICO Digital Solutions Limited ⁽⁴⁾		278,470		—
Total Amount due to related parties	$	1,196,146	$	755,040

The ~~disaggregation~~related ofparty ~~revenue~~balances ofare ~~the Company by geographical region for the period ended September 30~~unsecured, ~~2023~~interest-free and ~~2022~~repayable ison ~~as follows:~~demand.

	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

(1)

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

9.Mr Lim ~~RELATED~~Chun ~~PARTY~~Hoo, ~~BALANCES~~the ~~AND~~previous ~~TRANSACTIONS~~CFO and the current CEO and director of the Company, is a previous director of HWGGSB.

~~Schedule~~The amount ofdue ~~related~~to ~~party~~HWGGSB ~~transaction~~as at June 30, 2024 and December 31, 2023, were advances made by HWGGSB to the Company.

		As of September 30, 2023		As of December 31, 2022
	(2)	Mr Shalom Dodoun (“Mr Shalom”) was the previous director and CEO of the Company. The amount due to Mr Shalom as at June 30, 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.
Amount due from related parties
	(3)	Ms Natalie Kastberg (“Ms Kastberg”), is a current director of Fintech. The amount due to Ms Kastberg as at June 30, 2024 and December 31, 2023, were advances made by Ms Kastberg to the Company.
Ho Wah Genting Group Sdn Bhd (2)		$	31,144	$	799,094
	(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 June 30, 2024, were advances made by CICO to the Company.
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
GrandeLife Inc. (3)			22,262		329,565
HWG Digital Investment Bank (Malaysia) P.L.C. (2)			—		1,596,825
Vitaxel Sdn Bhd (1)			—		23,933
Ho Wah Genting Group Sdn Bhd (2)			—		—
Shalom Dodoun (4)			330,340		246,900
Total Amount due to related parties		$	352,602	$	2,463,833

12 13

~~The related~~(5) ~~party~~Total ~~balances~~payment ~~are~~made ~~unsecured~~in the form of compensation, ~~interest-free~~which includes salary, bonus, stock awards and ~~repayable~~all onother ~~demand.~~compensation have been made to the following officer of the Company that are individually in excess of $100,000 annually:

~~(1)~~Schedule ~~During the year ended December 31, 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 and CEO of the Company, which also includes certain intercompany debt assignment. Upon completion of the disposal, related party balances that are outstanding relating to advances made by Grande Legacy Inc. (“GL”) and Vitaxel Sdn Bhd are $266,610 and $23,933 respectively for the year ended December 31, 2022. As at September 30, 2023, the amount due to GL and VSB are $nil and $nil respectively.officers

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

	As of June 30, 2024		As of December 31, 2023
Directors & Officers
Shalom Dodoun – Previous Director, Chief Executive Officer of the Company	$	104,256	$	287,138
Richard Berman – Non-executive Director of the Company ⁽⁶⁾	$	60,000	$	100,000

~~Mr Lim Chun Hoo is also a director in Ho Wah Genting Group Sdn Bhd~~ (~~“HWGGSB”~~6), ~~HWG~~Mr ~~Fintech~~Richard ~~International~~Berman ~~Ltd~~ (“~~HWGFI”) and~~Mr ~~a previous director of HWG Digital Investment Bank (Malaysia) P.L.C. (“HDIB~~Berman”)., ~~HDIB~~ is ~~previously~~a ~~known~~current asnon-executive ~~Ho Wah~~director ~~Genting~~of ~~Investment~~the ~~Bank (Labuan) P~~Company.~~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~~10. ~~Whilst~~COMMITMENTS ~~amount~~AND ~~due to HDIB were advances made by HDIB to the Company.~~CONTINGENCIES

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

(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.

	(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.

~~(5)~~ITEM ~~Total~~2. ~~payment~~MANAGEMENT’S ~~made~~DISCUSSION inAND ~~the~~ANALYSIS ~~form~~OF ofFINANCIAL ~~compensation,~~CONDITION ~~which~~AND ~~includes~~RESULTS ~~salary,~~OF ~~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:~~OPERATIONS

~~Schedule~~You should read the following discussion and analysis of ~~officers~~our financial condition and results of operations together with our unaudited 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 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, 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.

	September 30, 2023		December 31, 2022
Officers
Shalom Dodoun – Director, Chief Executive Officer of the Company	$	158,782	$	142,005

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.

~~10. COMMITMENTS AND CONTINGENCIES~~Overview

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

AsAt the core of ~~September~~our ~~30,~~enterprise ~~2023,~~lies ~~and~~a ~~December~~sophisticated ~~31,~~financial ~~2022~~ecosystem, ~~Company~~underpinned by a robust technological infrastructure. This infrastructure has nobeen ~~capital~~developed ~~commitments~~with the mission of empowering financial institutions to offer seamless, consolidated experiences across diverse verticals encompassing business-to-business, business-to-consumer, and consumer-to-business domains.

13 14

~~ITEM~~In an 2era where merchants are leveraging an array of software solutions and digital tools to bolster their competitive edge, our role has emerged as a pivotal enabler. ~~MANAGEMENT’S~~The ~~DISCUSSION~~intricate ~~AND~~challenge ~~ANALYSIS~~of OFmanaging ~~FINANCIAL~~disparate ~~CONDITION~~software ~~AND~~systems ~~RESULTS~~sourced OFfrom ~~OPERATIONS~~various providers has become an impediment for merchants of all sizes to seamlessly embrace payments.

~~You~~Our ~~should~~current ~~read~~clientele ~~the~~encompasses ~~following~~an ~~discussion~~array ~~and analysis~~ of ~~our~~enterprises ~~financial condition~~ and ~~results~~organizations, ofspanning ~~operations~~varied ~~together~~sectors, ~~with~~including, ~~our~~but ~~unaudited interim~~not ~~condensed~~limited ~~consolidated financial statements and~~ to the ~~related~~management ~~notes~~consultancy ~~appearing~~services, ~~elsewhere~~development inof ~~this~~software ~~Quarterly~~and ~~Report~~programming onactivities, ~~Form 10~~e-~~Q. In addition to historical information~~commerce, ~~this~~tours ~~discussion~~ and ~~analysis~~entertainment ~~contains forward-looking statements that involve risks~~operations, ~~uncertainties~~information technology and ~~assumptions.~~investment ~~Our~~banking ~~actual~~all ~~results~~with ~~may~~a ~~differ~~common ~~materially~~objective: ~~from~~to ~~those~~minimize ~~discussed~~the ~~below.~~intricacies ~~Factors~~and ~~that~~costs ~~could~~associated ~~cause or~~with ~~contribute~~fund totransfers. ~~such~~We ~~differences~~extend ~~include,~~our ~~but~~services ~~are not limited~~ to, ~~those~~online ~~identified below~~businesses, ~~and~~providing ~~those~~comprehensive ~~discussed~~solutions inencompassing ~~the~~payment ~~section titled~~collection, ~~“Risk Factors” included in our Annual Report on Form 10~~cross-~~K/A~~border ~~for the fiscal year ended December 31~~transactions, ~~2022,~~FX ~~as may be amended~~services, ~~supplemented~~and orcorporate ~~superseded~~bank ~~from time to time by other reports we file with the SEC~~accounts. ~~All amounts in this report are in U.S. dollars, unless otherwise noted.~~

~~Throughout~~Our ~~this~~cutting-edge ~~Quarterly~~payments ~~Report~~platform onboasts ~~Form~~a 10comprehensive suite of integrated payment products and services tailored to various channels–be it in-Qstore, ~~references~~online, or through mobile and tablet interfaces. This suite encompasses end-to-end ~~“we,”~~payment ~~“our~~processing for an array of payment types,” ~~“us~~merchant acquiring and issuing,” ~~the~~diverse ~~“Company~~methods of mobile and contactless payments,” and QR code-based solutions. ~~“Fintech~~Complementary software integrations,” orvirtual ~~“Fintech~~international ~~Scion”~~bank ~~refer~~account tonumbers ~~Fintech~~(IBAN), ~~Scion~~integrated ~~Limited~~mobile point-of-sale (POS) solutions, ~~individually~~risk management tools, orand asrobust ~~the~~reporting ~~context~~and ~~requires, collectively~~analytics ~~with~~capabilities ~~its~~augment ~~subsidiaries~~our platform’s offerings.

~~Overview~~Our payment services seamlessly integrating e-money remittance solutions within the global marketplace, spanning open banking and credit card processing to wire transfers. Our unique Software-as-a-Service (SaaS) model empowers clients to focus on their core operations and sales while we handle the intricate aspects of payment processing. This streamlined approach facilitates efficient onboarding, elevates customer retention, and cultivates new revenue streams.

~~Fintech~~Our ~~Scion~~vision ~~Limited~~transcends ~~(“Fintech~~boundaries ~~Scion”,~~as ~~the “Company”, “~~we”, ~~“our”,~~aspire orto ~~“us”) offers~~cement ~~digital~~our ~~Banking-~~position as- a~~-Service~~ ~~(BaaS)~~global byleader ~~providing~~in the ~~tools,~~payments ~~skills~~ and ~~solutions~~banking tosphere. ~~facilitate~~Our ~~payment~~team, comprising ~~services~~seasoned toexperts ~~merchants~~across operations, ~~offering~~ atechnology, ~~variety~~sales, oflegal, ~~secured~~compliance, ~~online~~ and ~~fully~~more, ~~managed~~forms ~~transactions~~the ~~and~~backbone ~~settlements~~of our enterprise.

WeThe ~~provide~~crux aof ~~financial~~our ~~layered~~vision ~~ecosystem~~lies ~~built~~in onsimplifying aand ~~broad~~automating ~~technology~~global ~~infrastructure~~fund ~~that~~transfers ~~enables~~while ~~financial~~upholding ~~institutions~~the tohighest ~~offer a~~standards ~~consolidated~~of ~~experience~~security. We ~~support~~endeavor ~~different~~to ~~verticals~~furnish ~~serving~~merchants ~~the~~with ~~business~~an all-~~to-business~~encompassing Merchant Payment Ecosystem (MPE), ~~business-to-consumer~~a ~~and~~unified ~~consumer-~~platform catering to~~-business~~ their ~~landscape~~diverse payment needs. Our technology leverages the Gateway Cashier Technology to deliver unparalleled services.

●Our diverse ~~Merchants~~merchant ~~are~~base ~~increasingly~~ranges ~~adopting~~from ~~various~~small ~~software~~to ~~solutions~~medium-sized ~~and~~enterprises, ~~new~~or ~~digital~~SMEs, ~~tools~~ to ~~operate~~large ~~their~~enterprises, ~~business~~spanning ~~and~~sectors ~~remain~~such ~~competitive.~~as ~~The~~hospitality, e-gaming, ~~scale~~consulting, retail, marketing, and ~~complexity~~e-commerce. ofWhile ~~managing~~we ~~these~~are ~~software~~rooted ~~systems~~in ~~that~~the ~~are~~SaaS ~~sourced~~framework, ~~from~~our ~~different~~belief ~~providers,~~in ~~while~~democratizing technology ~~seamlessly~~has ~~accepting~~led ~~payments,~~us isto ~~challenging~~offer ~~for~~an ~~merchants~~initial offree ~~any~~platform, ~~size~~generating revenue through value-added services.

Our ~~payments~~revenue ~~platform~~streams ~~hosts~~encompass processing fees based on payment volumes, a ~~full~~hybrid ~~suite~~model offeaturing ~~integrated~~fixed ~~payment~~transaction ~~products~~fees and ~~services~~monthly charges, ~~that~~and ~~can~~diverse belayers ~~used~~that ~~across~~allow ~~multiple~~us ~~channels~~to ~~(in~~cross-~~store~~sell services and nurture lasting client relationships. Currently, we derive ~~online,~~all ~~mobile~~our ~~and~~revenues ~~tablet-~~from our operating subsidiaries based) in Malaysia and ~~industry~~the ~~verticals,~~United ~~including:~~Kingdom.

●In the ~~end-~~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-~~end~~edge technology, diverse payment processing, ~~for~~integrated abanking, ~~broad~~and ~~range~~strategic licensing solutions. These layers collectively form the bedrock of ~~payment~~our ~~types;~~operations, fostering seamless merchant experiences and propelling us to the forefront of the industry.

●As we ~~merchant~~chart ~~acquiring~~our course, we stand poised to not only cater to our diverse clientele but to exceed their expectations. Our pursuit of excellence remains unwavering as we continue to innovate, expand our offerings, and ~~issuing;~~forge new partnerships to reshape the payments and banking landscape.

~~● multiple methods of mobile, contactless and QR code-based payments;~~15

● Results of ~~complementary software integrations;~~Operations

●Three Months ~~virtual~~Ended ~~international~~June ~~bank~~30, ~~account~~2024 ~~number~~Compared orto ~~IBAN~~Three ~~issuing;~~Months Ended June 30, 2023

~~● integrated and mobile point of sale or POS solutions;~~Revenue

●Revenue generated ~~security~~by ~~and~~the ~~risk~~Company ~~management~~during ~~solutions;~~the three months ended June 30, 2024 consists of three components, including: Payment Service Provider (PSP), Foreign Exchange (FX) Conversion and Whitelabelling. The revenue generated from each component is outlined in the following table.

● reporting and analytical tools.

	Three Months Ended June 30, 2024
	2024		2023
Payment Services Provider (PSP)		—		182,333
Foreign Exchange (FX) Conversion		322		384,779
Whitelabelling		48,546		16,516
Referral fees⁽¹⁾		32,703		—
Total Revenue		81,571		583,628

14 (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.

We ~~integrate~~recognized e$81,571 and $583,628 revenues for the three months ended June 30, 2024 and 2023, respectively. The decrease in revenue was primarily due to lower-~~money~~than-expected ~~remittance~~transactions for both the Payment Services Provider and Foreign Exchange (FX) Conversion services. ~~working~~There has been less onboarding of new clients in the ~~global~~second ~~marketplace~~quarter of 2024 for our services, ~~ranging~~which ~~from~~mean ~~open~~we ~~banking~~are ~~and~~primarily servicing ~~credit~~existing ~~card~~clients. ~~processing~~Additionally, to ~~wire~~the ~~solutions~~discontinue ~~enabling~~of ~~customers~~our EMD agency service in December 2023, to ~~coordinate~~comply ~~payments~~with ~~across~~updated aregulatory compliance ~~multitude~~mandates offrom ~~payment~~the ~~methods~~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.

~~Our~~Cost solution is delivered as a Software as a Service, or SaaS, to clients, enabling them to focus their time and energies on their operations and sales. We give clients and merchants the ability to streamline their onboarding procedures and increase customer retention, which thereby enables the creation of ~~additional revenue.~~Revenue

WeCost ~~aim~~of torevenue ~~build~~for ~~our~~the ~~market~~three ~~share~~months ~~and~~ended ~~become~~June a30, ~~recognized~~2024 ~~leader~~was in$21,805 ~~the~~compared ~~payments~~to ~~and~~$42,470 ~~banking~~for ~~space~~the onthree amonths ~~global~~ended ~~scale~~June 30, 2023. The ~~Our~~decrease ~~team~~in ~~is comprised~~cost of ~~experienced~~revenue ~~and~~is ~~knowledgeable~~not ~~personnel~~ in proportion to the ~~areas~~decrease ofin ~~operations,~~revenue ~~sales,~~due ~~technology,~~to ~~onboarding,~~an ~~support,~~increase ~~legal~~in processing fees for our ~~and~~business ~~compliance~~transaction.

~~Our~~Gross vision is to minimize and automate the process of sending and receiving funds globally, while ensuring security. We aim to provide merchants with a true merchant payment ecosystem or MPE where they can combine all payment needs under one system. Our technology platform uses an innovative Gateway Cashier Technology to provide our services.Profit

~~Our~~Gross ~~merchants~~profit ~~include~~for ~~small~~the ~~and~~three ~~medium~~months ~~enterprises~~ended June 30, or2024 ~~SMEs~~was $59,766 ~~and~~compared ~~large~~to ~~enterprises~~$541,158 ~~across~~for ~~numerous~~the ~~verticals~~period ~~including~~ended ~~hospitality~~June 30, 2023. The decrease eresulted primarily from the lower-~~gaming,~~than-expected ~~consulting,~~revenue ~~retail,~~generated ~~marketing~~from ~~and~~our ~~eCommerce~~services.

~~Although~~Operating we provide a SaaS, we believe that technology should be free and accessible to everyone. We therefore initial provide our platform free of charge and generate our revenue from our extra value-added services. We derive the majority of this revenue from fees paid by our merchants as processing fees charged as a percentage of end-to-end payment volumes. In other cases where merchants subscribe only to our gateway, we generate revenue from transaction fees charged in the form of a fixed fee per transaction and a monthly fee.Expenses

~~Our~~For ~~revenue is continuous, as merchants only pay for~~ the ~~specific~~three ~~amount~~months ofended ~~service~~June or30, ~~usage they consume~~2024, ~~rather~~we ~~than~~incurred atotal ~~flat~~operating ~~fee for~~expenses ~~access to the service (other than~~ in the ~~case~~amount of ~~monthly~~$409,548 ~~subscription~~compared ~~fees).~~to ~~Because~~$900,620 offor the ~~our~~three ~~different~~months ~~layers~~ended asJune ~~described below~~30, ~~merchants~~2023. ~~sign~~The updecrease ~~for~~of ~~different~~$491,072 ~~services~~or ~~which~~55% ~~increases~~was ~~revenue~~mainly ~~for~~attributed to the ~~company.~~significant Wedecrease ~~believe~~in ~~we can maintain long-term~~the ~~relationships~~general ~~with~~and ~~our~~administrative ~~clients~~expenses ~~due~~of ~~our~~Fintech. ~~customer~~This ~~relationship~~includes ~~team~~a as$142,272 ~~well~~or as86%, ~~the~~decrease ~~difficulties~~of ~~merchants~~platform ~~experience~~development ~~in changing providers~~fees, ~~including~~a ~~high~~$79,194 or ~~switching~~77% ~~costs~~decrease ~~resulting~~of ~~from~~rent ~~set-up fees~~expenses, ~~onboarding costs~~ and ~~integration costs with various other providers. We also benefit from~~ a ~~high~~$30,856 ~~degree~~or of31% ~~operating~~decrease ~~leverage given the combination~~ of ~~our~~consultation ~~highly scalable payments platform and strong customer relationship unit~~fees.

~~Components of Results of Operations~~ 16

~~Revenue~~Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Revenue for the nine months ended 30th September 2023 consists of three components which are client processing commission, client account fixed fees and white labelling. The company will conduct payment solutions for the client using the client funds and the revenue is generated based on pre-agreed client processing commission and fixed monthly client account fees. White labeling income is billed in arrears/advance on a monthly basis for the use of the payment solution software. For the nine months ended 30th September 2023, we have recognized $1,774,947 generated from client processing commission, $556,474 generated from client account fixed fees and $46,231 generated from white labelling.

Cost of Sales

	Six Months Ended June 30,
	2024		2023
Payment Services Provider (PSP)		—		360,158
Foreign Exchange (FX) Conversion		27,379		1,043,648
Whitelabelling		198,664		27,016
Referral fees		114,922		—
Total Revenue		340,965		1,430,822

~~Cost~~We ofrecognized ~~sales~~$340,965 and $1,430,822 revenues for the ~~nine~~six months ended ~~30th~~June ~~September~~30, 2024 and 2023, ~~mainly~~respectively. ~~consists~~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 annew ~~affiliate~~clients ~~commission~~in ~~recognized~~the second quarter of ~~$103,486. Affiliate~~2024 ~~commission~~for isour ~~based~~services, onwhich amean ~~pre-agreed~~we ~~rate~~are ~~from~~primarily servicing existing clients. ~~who~~Additionally, ~~refer~~the ~~business~~discontinue toof ~~the~~our ~~Company.~~EMD Aagency ~~percentage~~service ofin ~~the~~December 2023, to comply with updated regulatory ~~revenue~~compliance ~~generated~~mandates from ~~new~~the ~~business~~United isKingdom, ~~paid~~also topartially impacted our operations. Revenue recognized during the ~~existing~~period ~~client~~is mainly from ~~the~~whitelabelling ~~Company~~provided by FintechAsia and referral fees provided by FDS.

15 Cost of Sales

~~Gross~~Cost ~~Profit~~of sales for the six months ended June 30, 2024 was $58,955 compared to $42,505 for the six months ended June 30, 2023, due to increase in processing fees for our business transaction.

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.~~Profit

~~Operating~~Gross ~~Expenses~~profit for the six months ended June 30, 2024 was $282,010 compared to $1,388,317 for the period ended June 30, 2023. The decrease resulted primarily from the lower-than-expected revenue generated from our services and higher cost of revenue.

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.Expenses

~~Results~~For the six months ended June 30, 2024, we incurred total operating expenses in the amount of ~~Operations~~$1,293,440, composed solely of general and administrative expenses. Whilst, for the six months ended June 30, 2023, we incurred total operating expenses in the amount of $1,783,986, composed solely of general and administrative expenses. The decrease of $490,546 or 28% was mainly attributed to the significant decrease in the general and administrative expenses of Fintech, which decreased by $497,799 or 59%.

~~Three~~Liquidity ~~Months~~and ~~Ended~~Capital ~~September 30, 2023 Compared to Three Months Ended September 30, 2022~~Resources

~~The~~As ~~following~~of ~~discussion~~June ~~should~~30, be2024, ~~read~~we had a cash balance of $3,455,972. During the period ended June 30, 2024, net cash used in ~~conjunction~~operating ~~with~~activities totaled ~~our~~$656,279. ~~unaudited~~Net ~~consolidated~~cash ~~financial~~generated ~~statements~~from investing activities totaled $252. Net cash generated by financing activities during the period totaled $341,106. The resulting change in ~~Item~~cash for the period was a decrease of $309,987, which was primarily due to cash used in operating activities. As of June 30, 2024, we had current liabilities of $3,391,996, which was composed of amount due to related parties of $1,196,146, ~~Financial~~accounts payable of $382,109, and accruals and other payable of $1,813,741. We had net assets ~~Statements~~of $17,025,973 and $18,322,482 as of June 30, 2024 and December 31, 2023, respectively. For the period ended June 30, 2024, we have recognized goodwill of $16,657,653 compared to $16,657,653 for the ~~three~~year ~~months~~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 ~~September~~December 3031, 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. ~~and~~We believe no impairment is required during the ~~related~~period ~~notes~~ended ~~thereto~~June 30, 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.

~~Revenue~~17

WeCash ~~recognized~~Flows ~~$946,830 and $nil revenues~~ for the ~~three~~Six ~~months~~Months ~~ended~~Ended ~~September~~June 30, ~~2023~~2024 and ~~2022, respectively~~2023. 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~~The offollowing ~~Sales~~table sets forth summary cash flow information for the periods presented:

Cost of sales for the three months ended September 30, 2023 was $72,486 compared to $nil for the three months ended September 30, 2022.

	Six Months Ended June 30,
	2024			2023
Net (used in) / cash generated by operating activities	$	(656,279	)	$	1,269,493
Net (used in) / cash generated by investing activities	$	252		$	(8,795	)
Net cash generated by / (used in) financing activities	$	341,106		$	(589,994	)
Effect of exchange rates on cash	$	4,934		$	31,063
Change in cash and cash equivalents	$	(309,987	)	$	701,767

~~Gross~~Cash ~~Profit~~Flows from Operating Activities

~~Gross profit~~For ~~for~~ the ~~three~~six months ended ~~September~~June 30, ~~2023~~2024, cash used in operating activities was $~~874~~656,~~344~~279 ~~compared~~which toconsisted ~~$nil~~of a net loss for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2024 of $1,201,443. ~~The~~Cash ~~increase~~generated ~~resulted~~by ~~primarily~~accounts ~~from~~payables ~~the~~was ~~restructuring~~$334,447, ~~transactions~~other ~~that~~receivables, ~~led~~prepayments toand ~~additional~~other ~~sources~~assets was $326,140, depreciation and amortization of ~~revenue~~property ~~from~~and ~~Fintech~~equipment and ~~FintechAsia~~ ~~(formerly~~right-of-use ~~known~~assets aswas ~~HWGG~~$20,780, ~~Capital~~and Paccounts receivable was $3,216.L Cash used by accrued expense and other payables was $139,419.~~C.).~~

~~Operating~~For ~~Expenses~~the six months ended June 30, 2023, net cash generated by operating activities was $1,269,493 which consisted of a net loss for the six months ended June 30, 2023 of $309,155. Cash generated from accounts receivables was $1,316,056, other receivables, prepayments and other assets was $699,414, accrued expense and other payables was $499,752, and depreciation and amortization of property and equipment and right-of-use assets was $16,481. Cash used by accounts payables was $939,555 and inventories was $13,500.

~~For~~Cash ~~the~~Flows three months ended September 30, 2023, we incurred total operating expenses in the amount of $1,259,700, composed solely of general and administrative expenses totaling $1,259,700. Whilst, for the three months ended September 30, 2022, we incurred total operating expenses in the amount of $217,953, composed of solely of general and administrative expenses totaling $217,953. The increase of $1,041,747 or 478% for the administrative expenses represents the total increase in operating expenses. The increase as compared to prior year was resulted from ~~the~~Investing ~~restructuring that has occurred towards prior year end, which were disclosed in the Note 1 of the financial statements.~~ Activities

~~Nine Months~~For ~~Ended~~the ~~September~~six months ended June 30, ~~2023~~2024, net ~~Compared~~cash togenerated ~~Nine~~by ~~Months~~investing ~~Ended~~activities ~~September~~was ~~30,~~$252 ~~2022~~ which consisted of cash generated by purchase of property and equipment and right-of-use assets of $252.

~~Revenue~~For the six months ended June 30, 2023, cash used in investing activities was $8,795 which consisted of cash used in purchase of property and equipment and right-of-use assets of $8,795.

WeCash ~~recognized~~Flows ~~$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~~Financing ~~restructuring~~Activities 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.).

16 For the six months ended June 30, 2024, net cash generated by financing activities was $341,106 which consisted of cash generated by proceeds from related parties of $441,106 and cash used in the issuance of shares of $100,000.

~~Cost~~For the six months ended June 30, 2023, cash used in financing activities was $589,994 which consisted of ~~Sales~~repayments to related parties of $589,994.

~~Cost~~Off-Balance ofSheet ~~sales for the nine months ended September 30, 2023 was $114,991 compared to $292 for the nine months ended September 30, 2022.~~Arrangements

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

~~Gross~~Critical ~~profit~~Accounting ~~for~~Policies 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.).~~Estimates

~~Operating~~Use ~~Expenses~~of Estimates

~~For~~The ~~the~~preparation ~~nine~~of ~~months~~financial ~~ended~~statements ~~September~~in ~~30,~~conformity ~~2023,~~with weaccounting ~~incurred~~principles ~~total~~generally ~~operating~~accepted ~~expenses~~ in the ~~amount~~United States of ~~$3,043,686,~~America requires ~~composed~~management ~~solely~~to ~~of general~~make estimates and ~~administrative~~assumptions ~~expenses~~that ~~totaling~~affect ~~$3,043,686.~~the ~~Whilst,~~reported ~~for~~amounts ~~the~~of ~~nine~~assets ~~months~~and ~~ended~~liabilities ~~September~~and ~~30,~~the ~~2022,~~disclosure of wecontingent ~~incurred~~assets ~~total operating~~and ~~expenses~~liabilities inas of the ~~amount~~date of ~~$533,842,~~the ~~composed~~financial ~~solely~~statements and the reported amounts of ~~general~~revenue and ~~administrative~~ expenses during ~~totaling~~the ~~$533,842~~reporting period. ~~The~~Management ~~increase of~~bases ~~$2,509,844~~its orestimates ~~470%~~on ~~for~~historical ~~the~~experience ~~administrative~~and ~~expenses~~on ~~represents~~assumptions ~~the~~believed ~~total~~to ~~increase~~be inreasonable under ~~operating~~the ~~expenses~~circumstances. The ~~increase~~estimation asprocess ~~compared to~~often ~~prior~~may ~~year~~yield ~~was~~a ~~resulted~~range ~~from~~of potentially reasonable estimates of the ~~restructuring~~ultimate future outcomes, and management must select an amount that ~~has~~falls ~~occurred~~within ~~towards~~that ~~prior~~range ~~year~~of ~~end,~~reasonable ~~which~~estimates. ~~were~~Estimates ~~disclosed~~are used in the following ~~Note~~areas, 1among 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 ~~financial~~estimates ~~statements~~that have been used are reasonable, actual results could vary from the estimates that were used.

~~Liquidity and Capital Resources~~18

AsRecently ofIssued ~~September~~Accounting 30, 2023, we had a cash balance of $3,725,144. During the period ended September 30, 2023, net cash generated from operating activities totaled $776,545. Net cash used in investing activities totaled $10,897. Net cash used in financing activities during the period totaled $845,440. The resulting change in cash for the period was a decrease of $66,234, which was primarily due to cash used from financing activities.Standards

AsThe ofrecently ~~September~~issued ~~30,~~accounting ~~2023,~~pronouncements weare ~~had~~included ~~current~~in ~~liabilities~~Note ~~of $~~2~~,045,811,~~ ~~which~~Unaudited ~~was~~Interim ~~composed~~Financial ofStatements ~~amount~~for ~~due~~disclosures toon ~~related parties of $352,602,~~accounting ~~accounts~~policies ~~payable~~related ofto ~~$25,111,~~our ~~and accruals and other payable of $1,668,098~~business.

~~We had~~ITEM ~~net~~3. ~~assets~~QUANTITATIVE ofAND ~~$58,443,166~~QUALITATIVE ~~and~~DISCLOSURES ~~net~~ABOUT ~~liabilities~~MARKET ~~of $4,634,291 as of September 30, 2023 and September 30, 2022, respectively.~~RISK

~~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~~Company ~~performs~~is ~~goodwill~~not ~~impairment~~required ~~test~~to ~~annually.~~provide ~~On November 30, 2022,~~ the ~~reverse~~information ~~acquisition~~required by ~~Fintech/the~~this ~~Company~~Item ~~was completed.~~as Asit ~~the acquisition date and financial period end~~ is of a ~~relatively~~“smaller ~~short~~reporting ~~period~~company,” ~~the management has not identified~~as ~~any~~defined ~~indicators~~in ~~that~~Rule ~~relate~~12b-2 ~~to the impairment~~ of ~~goodwill. As such no impairment of goodwill has been made. In~~ the ~~event~~Exchange 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 concernAct.

~~Off-Balance Sheet~~ITEM ~~Arrangements~~4. CONTROLS AND PROCEDURES

WeEvaluation doof ~~not~~Disclosure ~~have~~Controls ~~any~~and ~~off-balance sheet arrangements, financing, or other relationships with unconsolidated entities or other persons.~~Procedures

~~Critical~~We ~~Accounting~~maintain ~~Policies~~controls and ~~Estimates~~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 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 officer concluded that our disclosure controls and procedures were 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.

~~Use~~In order to ensure that our subsequent periodic quarterly reports for the financial year 2024 are filed in accordance with effective internal control over financial reporting, the company has temporarily held the filings of ~~Estimates~~these quarterly reports until our Annual Report for the year ended December 31, 2023 is evaluated as effective by management.

~~The~~For ~~preparation~~the of financial ~~statements~~year inended ~~conformity~~December ~~with~~31, ~~accounting~~2023, ~~principles~~our ~~generally accepted in the United States of America requires~~ management toconcluded ~~make estimates and assumptions~~ that ~~affect~~we ~~the~~did ~~reported~~not ~~amounts~~maintain ofeffective ~~assets~~internal ~~and~~control ~~liabilities and the disclosure~~over offinancial ~~contingent~~reporting, ~~assets~~due ~~and~~to ~~liabilities~~a asweakness ofin ~~the~~our ~~date~~internal ofcontrol ~~the~~over financial ~~statements~~reporting, ~~and~~related to the ~~reported~~acquisition ~~amounts~~ of ~~revenue and expenses~~Fintech. ~~during~~This ~~the~~weakness ~~reporting~~was ~~period.~~brought ~~Management~~to ~~bases~~our ~~its~~attention ~~estimates~~only onwhen ~~historical~~we ~~experience~~received ~~and~~the onSEC ~~assumptions~~Staff ~~believed~~Statement toon beJune ~~reasonable under~~11, ~~the circumstances~~2024. ~~The~~In ~~estimation~~response ~~process~~to ~~often may yield a range of potentially reasonable estimates of the ultimate future~~this ~~outcomes~~weakness, ~~and~~the management ~~must~~has ~~select~~recognized anthe ~~amount~~impact ~~that falls within that range~~ of ~~reasonable~~the ~~estimates.~~financial ~~Estimates~~statement ~~are~~as ~~used~~described in the ~~following~~ ~~areas,~~Annual ~~among~~Report ~~others:~~on ~~research~~Form ~~and~~10-K/A for ~~development~~the ~~expense~~year ~~recognition,~~ended ~~valuation~~December of31, ~~common~~2023. ~~shares~~Due ~~and~~to ~~stock~~this ~~options~~weakness, ~~allowances of~~the ~~deferred~~Company’s ~~tax~~management ~~assets,~~has ~~valuation of debt related instruments~~expended, and ~~cash~~will ~~flow~~continue ~~assumptions~~to expend, ~~regarding~~substantial ~~going~~effort ~~concern~~and ~~considerations. Although~~resources ~~management~~for ~~believes~~ the ~~estimates~~remediation ~~that~~and ~~have~~improvement ~~been~~of ~~used~~our ~~are~~internal ~~reasonable,~~control ~~actual~~over ~~results~~financial ~~could vary from the estimates that were used~~reporting.

17 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 June 30, 2024 after the quarterly evaluation on our internal control over financial reporting has been completed, as described below.

~~Recently Issued Accounting Standards~~19

~~The~~Management’s ~~recently~~Quarterly ~~issued~~Report ~~accounting~~on ~~pronouncements~~Internal ~~are~~Control ~~included~~over ~~in Note 2 Unaudited Interim~~ Financial ~~Statements for disclosures on accounting policies related to our business~~Reporting.

~~ITEM~~Lim Chun 3Hoo, our Chief Executive Officer (“CEO”), is responsible for establishing and maintaining adequate internal control over financial reporting. ~~QUANTITATIVE~~Internal ~~AND~~control ~~QUALITATIVE~~over ~~DISCLOSURES~~financial ~~ABOUT~~reporting ~~MARKET~~is ~~RISK~~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:

~~The Company~~a) isEnsuring ~~not~~that ~~required~~the tomanagement ~~provide~~of ~~the~~each ~~information~~subsidiary ~~required~~pertain byto ~~this~~the ~~Item~~maintenance asof itrecords isthat ain ~~“smaller~~reasonable ~~reporting~~detail ~~company,”~~accurately ~~as defined~~and infairly ~~Rule~~reflect ~~12b-2~~the oftransactions ~~the~~and ~~Exchange~~dispositions ~~Act.~~of our assets;

~~ITEM~~b) 4.Exercising ~~CONTROLS~~the ~~AND~~rights ~~PROCEDURES~~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;

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

~~We maintain~~d) ~~controls~~Provide ~~and~~reasonable ~~procedures~~assurance ~~that~~regarding ~~are~~prevention ~~designed to ensure that information required to be disclosed in the reports that we file~~ or ~~submit~~timely ~~under~~detection ~~the Securities Exchange Act~~ of ~~1934~~unauthorized ~~is recorded~~acquisition, ~~processed,~~use ~~summarized~~or ~~and~~disposition ~~reported~~of ~~within~~our ~~the~~assets ~~time periods specified in the SEC’s rules and forms, and~~ that ~~such~~could ~~information~~have isa ~~accumulated~~material ~~and~~effect ~~communicated~~on tothe ~~our management including our principal executive and principal~~ financial ~~officers,~~ ~~as appropriate, to allow timely decisions regarding required disclosures~~statements. ~~Based~~All ~~upon~~material ~~their~~acquisition ~~evaluation of those controls~~ and ~~procedures~~disposal ~~performed as~~ of ~~the~~ ~~end~~subsidiary’s ofasset ~~the~~shall period covered by this report, our principal executive and principal financial officers concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be ~~disclosed~~approved by ~~us in reports that we file or submit to~~ the ~~SEC~~board ~~under~~of ~~the~~director ~~Exchange~~of ~~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 disclosureCompany.

~~As required~~e) byBecause ~~Rule~~of ~~13a-15(e)~~its inherent limitations, our ~~management~~internal ~~has~~control ~~carried~~over ~~out~~financial anreporting ~~evaluation~~may not prevent or detect misstatements. Therefore, ~~with~~even ~~the~~those ~~participation~~systems ~~and~~determined ~~under~~to ~~the~~be ~~supervision~~effective ~~of Shalom~~can ~~Dodoun,~~provide ~~our~~only ~~Chief~~reasonable ~~Executive~~assurance ~~Officer,~~with ~~and~~respect ~~Lim~~to ~~Chun~~financial ~~Hoo,~~statement ~~our~~preparation ~~Chief~~and ~~Financial~~presentation. ~~Officer~~Projections of ~~the~~any ~~effectiveness~~evaluation of ~~the~~effectiveness ~~design~~to ~~and operation~~future ofperiods ~~our~~are ~~disclosure~~subject ~~controls~~to ~~and~~the ~~procedures,~~risk asthat ofcontrols ~~September~~may ~~30,~~become ~~2023.~~inadequate ~~Based~~because ~~upon~~of ~~the~~changes ~~participation~~ in ~~that evaluation~~conditions, it ~~has~~or ~~been concluded~~ that the ~~disclosure~~degree ~~controls~~goodwill ~~and~~of ~~procedures~~compliance ~~were~~with ~~effective~~the aspolicies ofor ~~September~~procedures ~~30,~~may ~~2023~~deteriorate.

~~Changes~~Our inChief Executive Officer assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal ~~Controls~~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 June 30, 2024.

~~During~~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 ~~fiscal~~statements ~~quarter~~made ~~ended~~not ~~September~~misleading 30with respect to the period covered by this report, ~~2023~~and (2) the financial statements, ~~there~~and ~~have~~other ~~been~~financial noinformation ~~changes~~included in ~~our~~this ~~internal~~report, ~~control~~fairly ~~over~~present ~~financial~~in ~~reporting~~all ~~that~~material ~~have~~respects ~~materially~~our ~~affected~~financial orcondition, ~~are~~results ~~reasonably~~of ~~likely~~operations toand ~~materially~~cash ~~affect~~flows ~~our~~for ~~internal~~the ~~controls~~years ~~over~~and ~~financial~~periods ~~reporting~~then ended.

~~PART~~This IIreport -does ~~OTHER~~not ~~INFORMATION~~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.

~~ITEM~~Changes in 1.Internal ~~LEGAL PROCEEDINGS~~Controls

~~From~~As ~~time~~discussed ~~to time~~above, wethere ~~may~~were ~~become~~changes ~~involved~~ in ~~various~~the ~~lawsuits~~Company’s ~~and~~internal ~~legal~~control ~~proceedings,~~over ~~which~~financial ~~arise~~reporting induring the ~~ordinary~~most ~~course~~recent ~~of business.~~fiscal ~~Litigation~~year isthat ~~subject~~have toaffected ~~inherent~~the ~~uncertainties~~effectiveness ~~and~~of anthe ~~adverse~~Company’s ~~result~~internal incontrol ~~these,~~over orfinancial ~~other~~reporting. ~~matters~~Our ~~may~~current ~~arise from time to time that~~plans ~~may~~include ~~harm~~acquiring ~~our~~enhanced ~~business.~~access Weto ~~are~~accounting ~~currently~~literature, ~~not~~research ~~aware~~materials ofand ~~any~~documents, ~~such~~and ~~legal~~increasing ~~proceedings~~communication oramong our ~~claims~~personnel, ~~that~~and ~~will~~considering ~~have,~~the ~~individually~~engagement orof inthird-party ~~the aggregate,~~professionals ato ~~material~~consult ~~adverse~~with ~~effect~~us on ~~our~~the ~~business,~~application ~~financial~~of ~~condition~~complex ~~or operating results~~accounting transactions.

18 20

~~ITEM~~PART II ~~1A.~~- ~~RISK~~OTHER ~~FACTORS~~INFORMATION

~~Risk factors~~ITEM 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 as filed with the SEC on April 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”)1. ~~There~~LEGAL 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.PROCEEDINGS

~~ITEM~~From time 2to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation ~~UNREGISTERED~~is ~~SALES~~subject OFto ~~EQUITY~~inherent ~~SECURITIES~~uncertainties ~~AND~~and ~~USE~~an OFadverse ~~PROCEEDS~~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.

~~None~~ITEM 1A. RISK FACTORS

~~ITEM~~Risk factors 3that 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, 2023 as filed with the SEC on October 28, 2024. ~~DEFAULTS~~There ~~UPON~~have ~~SENIOR~~been ~~SECURITIES~~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.

~~None~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM 4~~None. ~~MINE SAFETY DISCLOSURES~~

~~Not applicable~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~ITEM 5~~None. ~~OTHER INFORMATION~~

~~None~~ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM 6~~Not applicable. ~~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

ITEM 5.

OTHER INFORMATION

19During the fiscal quarter ended June 30, 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.”

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

*ITEM ~~Filed~~6. ~~herewith~~ EXHIBITS

** Furnished herewith

Exhibit Number	Description of Exhibit

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 June 30, 2024, is formatted in Inline XBRL and included in the Exhibit 101 Inline XBRL Document Set

~~# Certain~~* ~~schedules~~Filed ~~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.~~herewith

20 ** Furnished herewith

~~SIGNATURES~~22

~~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.~~ SIGNATURES

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

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 19, 2024	By:	/s/ Lim Chun Hoo
	Lim Chun Hoo Chief Executive Officer (Principal Executive Officer)

Date: November 19, 2024	By:	/s/ Colin Ellis
	Colin Ellis Chief Financial Officer (Principal Financial and Accounting Officer)

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