true
2023
FY
--12-31
This Amendment No. 2 to Form 10-K (this "Amendment No. 2") amends the Annual Report to Form 10-K for the fiscal year ended December 31, 2023 originally filed on April 5, 2024 (the "Original Filing") by Fintech Scion Limited, a Nevada corporation ("Fintech," the "Company," "we," or "us"), which inadvertently included the wrong audit report from Pan-China Singapore PAC. On May 9, 2024, we filed Amendment No. 1 to Form 10-K (the "Amendment No. 1") to include the correct audit report from Pan-China Singapore PAC as of December 31, 2023 (the "Audit Report").
0001623590
0001623590
2023-01-01
2023-12-31
0001623590
2022-12-31
0001623590
2024-03-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2023
or
☐
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 or organization) |
|
(I.R.S.
Employer Identification No.) |
Portman
House, 2 Portman Street
London,
W1H 6DU
United
Kingdom |
|
N/A |
(Address
of principal executive offices) |
|
(Zip
Code) |
+44
203 982 5041
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last report) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
None |
|
N/A |
|
N/A |
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.001 par value
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐ No ☒
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 every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the Registrant’s most recently completed fiscal year was $2,628,493 (computed using the closing sales price of $2.25 per
share of common stock on such date).
198,742,643
shares of common stock were issued and outstanding as of March 15, 2024.
Documents
Incorporated by Reference: None.
Explanatory
Note
This
Amendment No. 2 to Form 10-K (this “Amendment No. 2”) amends the Annual Report to Form 10-K for the fiscal
year ended December 31, 2023 originally filed on April 5, 2024 (the “Original Filing”) by Fintech Scion Limited,
a Nevada corporation (“Fintech,” the “Company,” “we,” or “us”),
which inadvertently included the wrong audit report from Pan-China Singapore PAC. On May 9, 2024, we filed Amendment No. 1 to
Form 10-K (the “Amendment No. 1”) to include the correct audit report from Pan-China Singapore PAC as of December
31, 2023 (the “Audit Report”).
We
are filing this Amendment No. 2 to amend Item 15 of Part IV, solely to include, as Exhibits 31.1, 31.2 and 32.1, new certifications
of our principal executive officer and principal financial officer pursuant to Rule 13a-14(a) and 13a-14(b) under the Exchange
Act of 1934 (the “Exchange Act”). by Rule 13a-14(b) under the Exchange Act
Other
than the Audit Report and the filing of related certifications added to the list of Exhibits in Item 15 of Part IV, this Amendment
No.2 makes no other changes to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing,
respectively, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent
to the filing of the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with our Original Filing
and our other filings made with the SEC subsequent to the filing of the Form 10-K.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To:
|
The
Board of Directors and Stockholders of |
|
Fintech
Scion Ltd |
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Fintech Scion Ltd (the Company) as of December 31, 2023 and 2022,
and the related consolidated statement of operations and comprehensive income (loss), changes in equity, and cash flow for each
of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and 2022, and the result of its operations and its cash flow for each of the two years in the period ended December
31, 2023, in conformity with accounting principles generally accepted in the United States.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical
audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts
or disclosures to which it relates.
Goodwill
Critical
Audit Matter Description
As
reflected in the Company’s consolidated financial statements, at December 31, 2023, the Company’s goodwill was $16,657,653
(2022: $55,794,524). As disclosed in Note 5 to the financial consolidated financial statements, the Company’s evaluation
of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value. The Company
uses the discounted cash flow model to estimate fair value which requires management to make significant estimates and assumptions
related to forecasts of future revenue and operating margin. In additional, the fair value estimates of the reporting units were
sensitive to changes in significant assumptions such as discount rates, expected future cash flows, long-term growth rates and
comparable company earnings multiples. Changes in these assumptions could have a significant impact on either the fair value,
the amount of any goodwill impairment charge, or both. Significant management judgment was required to forecast future revenue
and operating margin to estimate the fair value of the reporting unit. In turn, a high degree of auditor judgment and an increase
extend of audit effort were required when performing.
As
discussed in Note 5 to the financial statements, the Company recognized goodwill of $16,657,653
(2022: $55,794,524) being the balance of goodwill deriving from the reverse acquisition
that has occurred during the year ended December 31, 2022. As a result of the significant carrying amount of goodwill recognized,
any further goodwill impairment will cause a significant adverse financial impact on the Company, and that could raise substantial
doubt about the Company’s ability to continue as a going concern.
How
the Critical Audit Matter Was Addressed in the Audit
Our
audit procedures related to the forecasts of future revenue and operating margin and selection of comparable company valuation
indicators
|
● |
We
obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s
goodwill impairment assessment process. For example, we tested controls over the Company’s long range planning process
as well as controls over the review of the significant assumptions in estimating the fair values of the reporting units. |
|
● |
To
test the fair values of the reporting units, our audit procedures included, among others, assessing methodologies, testing
the significant assumptions described above, and testing the completeness and accuracy of the underlying data used by the
Company. Our testing procedures over the significant assumptions included, among others, comparing forecasted revenue and
operating margins to current industry and economic trends. We assessed the historical accuracy of management’s estimates
by comparing past projections to actual performance and assessed sensitivity analyses of significant assumptions to evaluate
the changes in the fair value of the reporting units resulting from changes in the assumptions. |
Related
party balances and transaction
Critical
Audit Matter Description
As
disclosed in Note 10 to the financial consolidated financial statements, the Company conducted transactions with its related parties
and affiliates during the normal course of its business in 2023. The Company has entered into a number of transactions with these
related parties, including loan from ex-director and company expenses paid by the director. Auditor judgment was involved in assessing
the sufficiency of the procedures performed to identify related parties and related party transactions of the Company.
How
the Critical Audit Matter Was Addressed in the Audit
We
performed the following procedures to evaluate the identification of related parties and related party transactions by the Company:
● |
Conducted
background checks, and reviewed other public research sources for information related to transactions between the Company
and its related parties |
● |
Performed
confirmations for account balances with related parties |
● |
Reviewed
transaction details in the director accounts for transactions with related parties |
● |
Examined
the Company’s reconciliation of its related parties’ transactions and balances |
Pan-China
Singapore PAC (6255)
Chartered
Accountants
Singapore
May
9,2024 except for the amendment of typo regarding inclusion of year 2022 in the audit report dated April 5, 2024 which is superseded.
We
have served as the Company’s auditor since 2021
ITEM
15. Exhibits, Financial Statement Schedules.
(b)
Exhibits
The
exhibits listed in the Original Filing and the exhibits listed below in this Amendment are filed with, or incorporated by reference
in, this report.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual
Report on Form 10-K/A to be signed on its behalf by the undersigned thereunto duly authorized on this 10th day of May,
2024.
|
FINTECH
SCION LIMITED |
|
|
|
By: |
/s/
Lim Chun Hoo |
|
|
Lim
Chun Hoo |
|
|
Chief
Executive Officer
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K/A has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Lim Chun Hoo |
|
Chief
Executive Officer & Director |
|
May
10, 2024 |
Lim
Chun Hoo |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Colin Ellis |
|
Chief
Financial Officer & Director |
|
May
10, 2024 |
Colin
Ellis |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/
Richard Berman |
|
Director |
|
May
10, 2024 |
Richard
Berman |
|
|
|
|
Exhibit
31.1
Certification
of Chief Executive Officer of Fintech Scion Limited
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I,
Lim Chun Hoo, certify that:
1. |
I
have reviewed this Annual Report on Form 10-K/A of Fintech Scion Limited; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
|
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
|
|
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
|
|
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
May 10, 2024 |
/s/
Lim Chun Hoo |
|
Lim
Chun Hoo |
|
Chief
Executive Officer |
|
(Principal
Executive Officer) |
Exhibit
31.2
Certification
of Chief Financial Officer of Fintech Scion Limited
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I,
Colin Ellis, certify that:
1. |
I
have reviewed this Annual Report on Form 10-K/A of Fintech Scion Limited; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
|
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
|
|
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
|
|
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
May 10, 2024 |
/s/
Colin Ellis |
|
Colin
Ellis |
|
Chief
Financial Officer |
|
(Principal
Financial and Accounting Officer) |
Exhibit
32.1
Statement
of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 1350 of Title 18 of the United States Code
Pursuant
to Section 1350 of Title 18 of the United States Code as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned, Lim Chun Hoo and Colin Ellis, the Chief Executive Officer and Chief Financial Officer, respectively, of Fintech Scion
Limited (the “Company”), hereby certify that based on the undersigned’s knowledge:
1. |
The
Company’s Annual Report on Form 10-K for the period ended December 31, 2023 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
2. |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Date:
May 10, 2024 |
/s/
Lim Chun Hoo |
|
Lim
Chun Hoo |
|
Chief
Executive Officer |
|
(Principal
Executive Officer) |
|
|
Date:
May 10, 2024 |
/s/
Colin Ellis |
|
Colin
Ellis |
|
Chief
Financial Officer |
|
(Principal
Financial and Accounting Officer) |
v3.24.1.1.u2
Cover - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Mar. 15, 2024 |
Dec. 31, 2022 |
Cover [Abstract] |
|
|
|
Document Type |
10-K/A
|
|
|
Amendment Flag |
true
|
|
|
Amendment Description |
This Amendment No. 2 to Form 10-K (this "Amendment No. 2") amends the Annual Report to Form 10-K for the fiscal year ended December 31, 2023 originally filed on April 5, 2024 (the "Original Filing") by Fintech Scion Limited, a Nevada corporation ("Fintech," the "Company," "we," or "us"), which inadvertently included the wrong audit report from Pan-China Singapore PAC. On May 9, 2024, we filed Amendment No. 1 to Form 10-K (the "Amendment No. 1") to include the correct audit report from Pan-China Singapore PAC as of December 31, 2023 (the "Audit Report").
|
|
|
Document Annual Report |
true
|
|
|
Document Transition Report |
false
|
|
|
Document Period End Date |
Dec. 31, 2023
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2023
|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity File Number |
000-55685
|
|
|
Entity Registrant Name |
FINTECH
SCION LIMITED
|
|
|
Entity Central Index Key |
0001623590
|
|
|
Entity Tax Identification Number |
30-0803939
|
|
|
Entity Incorporation, State or Country Code |
NV
|
|
|
Entity Address, Address Line One |
Portman
House
|
|
|
Entity Address, Address Line Two |
2 Portman Street
|
|
|
Entity Address, City or Town |
London,
W1H 6DU
|
|
|
Entity Address, Country |
GB
|
|
|
Entity Address, Postal Zip Code |
N/A
|
|
|
City Area Code |
+44
|
|
|
Local Phone Number |
203 982 5041
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Interactive Data Current |
Yes
|
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
|
Entity Small Business |
true
|
|
|
Entity Emerging Growth Company |
false
|
|
|
Entity Shell Company |
false
|
|
|
Entity Public Float |
|
|
$ 2,628,493
|
Entity Common Stock, Shares Outstanding |
|
198,742,643
|
|
Document Financial Statement Error Correction [Flag] |
false
|
|
|
Auditor Name |
Pan-China
Singapore PAC
|
|
|
Auditor Firm ID |
6255
|
|
|
Auditor Location |
Singapore
|
|
|
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