EX-99.2 3 g083381_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

FINTECH SCION LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In U.S. dollars)

 

   As of   As of 
   September 30,   December 31, 
  

2022

(Unaudited)

   2021
(Audited)
 
ASSETS          
Current assets          
Cash and cash equivalents  $953,202   $126,054 
Accounts receivable   107,467     
Amount due from related parties        
Other receivables and other current assets   78,931    31,116 
Total Current Assets   1,139,600    157,170 
           
Non-current assets          
Intangible asset, net        
Property and equipment, net   16,625    7,726 
Total Non-Current Assets   16,625    7,726 
           
TOTAL ASSETS  $1,156,225   $164,896 
           
LIABILITIES          
Current liabilities          
Amounts due to related parties  $227,623   $297,410 
Accruals and other payables   121,424    22,535 
           
TOTAL LIABILITIES   349,047    319,945 
           
STOCKHOLDERS’ EQUITY          
           
Common stock par value $1.35: 50,000 shares issued and outstanding, respectively   67,516    67,516 
Accumulated surplus/ (deficit)   828,868    (226,828)
Foreign translation reserve   (89,206)   4,263 
Total Stockholders’ Equity   807,178    (155,049)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $1,156,225   $164,896 

 

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

 

F-16 

 

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

     
   For the Period
Ended
September 30,
2022
  

For the Year
Ended

December 31,
2021

 
REVENUE  $2,456,125   $885,428 
           
COST OF REVENUE       
           
GROSS PROFIT   2,456,125    885,428 
           
OPERATING EXPENSES          
General and administrative expenses   (1,395,092)   (1,091,642)
Total Operating Expenses   (1,395,092)   (1,091,642)
           
INCOME / (LOSS) FROM OPERATIONS   1,061,033    (206,214)
           
OTHER EXPENSE, NET   (5,337)   (11,324)
           
INCOME / (LOSS) BEFORE TAXES  $1,055,696   $(217,538)
           
OTHER COMPREHENSIVE INCOME / (LOSS)       
Foreign currency translation adjustment   (93,469)   4,263 
           
TOTAL COMPREHENSIVE INCOME / (LOSS)  $962,227   $(213,275)
           
Weighted average number of common shares outstanding – basic and diluted   50,000    50,000 
Net income / (loss) per share – basic and diluted  $19.24   $(4.27)

 

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

 

F-17 

 

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

 

1. ORGANIZATION AND BUSINESS

 

Fintech Scion Limited, was incorporated in the United Kingdom on 20th November 2020. The Company’s business operations involved with being an international financial technology company, delivering financial payment and settlement services through its ONE Application, ONE Integration, GLOBAL REACH Payment Gateway headquartered in London, United Kingdom.

 

As of September 30, 2022, the Company’s subsidiaries are as follows: 

 

Entity   Date of
incorporation
  Place of
incorporation
  Percentage of
legal

ownership by
the Company
    Principal
activities
Fintech Digital Consulting Limited (“FDC”)   8th February 2021   United Kingdom     100 %   Digital Payment Services
Fintech Digital Solutions Limited (“FDS”)   5th February 2021   United Kingdom     100 %   Digital Payment Services

 

2. UNAUDITED INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information under Article 8 of Regulation S-X. They do not include all information and foot notes required by U.S. GAAP for complete financial statements. The interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2021.

 

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, 2022, results of operations for the nine months ended September 30, 2022, and cash flows for the nine months ended September 30, 2022. All significant intercompany transactions and balances are eliminated on consolidation. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results of operations for the entire fiscal year.

 

Recently issued accounting pronouncements  

 

The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 

 

F-18 

 

3. OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

 

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

 

   September 30,
2022
   December 31,
2021
 
Other receivables (1)  $49,843   $18,245 
Deposits (2)   29,088    12,871 
   $78,931   $31,116 

 

  (1) Other receivables primarily represent VAT receivables
  (2) Deposits represented deposits for rental..

 

4. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consist of the following:

 

  

As of

September 30,
2022

   As of
December 31,
2021
 
         
Office equipment  $3,072   $ 
Computer equipment   13,349    7,857 
Furniture and fittings   1,833     
    18,254    7,857 
Less: Accumulated depreciation   (1,629)   (131)
Balance at end of period/year  $16,625   $7,726 

 

Depreciation expenses charged to the statements of operations and comprehensive loss for the periods ended September 30, 2022 and for the year ended December 31, 2021 were $1,498 and $131 respectively.

 

5. ACCRUED EXPENSE AND OTHER PAYABLES

 

Accruals and other payables consist of the following:

 

  

As of

September 30,
2022

   As of
December 31,
2021
 
         
Payroll and welfare payable  $68,487   $11,060 
Accruals   6,680    8,100 
Others (1)   46,257    3,375 
           
Balance at end of period/year  $121,424   $22,535 

 

(1)Other payables mainly consist of non-interest-bearing advances made by third parties

 

F-19 

 

6. RELATED PARTY BALANCES AND TRANSACTIONS

 

   As of 
September 30,
2022
   As of 
December 31,
2021
 
Amount due to related parties          
Shalom Dodoun (1)  $227,623   $297,410 
           
Total Amount due to related parties  $227,623   $297,410 

 

(i)Shalom Dodoun is the Director, founder, CEO and executive chairman of the Company. The balances as at September 30, 2022 and December 31, 2021 was advances made to the Company for working capital purposes. The advances are due on demand and non-interest bearing.

 

(ii)Payments in form of remunerations have been made to the following officers of the Company:

 

   September 30,
2022
   December 31,
2021
 
Shalom Dodoum (i)  $168,685   $88,124 
Natalie Katsberg (ii)   47,097    63,297 
   $215,782   $151,421 

(i)Shalom Dodoun is the Director, founder, CEO and executive chairman of the Company.

 

(ii)Natalie Katsberg is director and chief operation officer of the Company, Fintech Digital Solutions Limited and Fintech Digital Consulting Limited.

 

F-20 

 

7. SIGNIFICANT EVENT

 

On August 9, 2022, the Company (“Fintech”) entered into share exchange agreement (the “Fintech Share Exchange Agreement”) with HWGC Holdings Limited, (“HWGC”), a Nevada Corporation, and all of the shareholders of Fintech. Subject to the closing conditions set forth in the Fintech Share Exchange Agreement, each shareholder of Fintech irrevocably agreed to transfer and assign all Fintech’s shares held by such shareholders in exchange for an aggregate of 101,666,666 newly issued shares of the HWGC’s common stock, par value $0.001 per share (the “Common Stock”). Following the closing of the share exchange (the “Fintech Transaction”), Fintech will be a wholly owned subsidiary of HWGC Holdings Limited. 

 

Subject to the terms and conditions of the Fintech Share Exchange Agreement, at the closing of the Fintech Transaction, each issued and outstanding share of Fintech shall be exchanged for such number of shares of newly issued shares Common Stock (the “Exchange Shares”) for an aggregate of $61,000,000. The number of Exchange Shares will be calculated based on a $0.60 share price.

 

The consummation of the Fintech Transaction is subject to certain closing conditions, including, among other matters: (a) any required notices have been sent to the United Kingdom’s Financial Conduct Authority regarding the change in ownership of Fintech; (b) the SEC declaring effective the registration statement on Form S-4 that will be filed in connection with the registration of the shares of Common Stock to be issued to the shareholders of HWGC Holdings Limited in accordance with the terms of the Fintech Share Exchange Agreement; (c) the accuracy of the parties’ respective representations and warranties in the Fintech Share Exchange Agreement, subject to specified materiality qualifications; (d) compliance by the parties with their respective pre-closing obligations in the Share Exchange Agreement in all material respects; and (e) the absence of a Seller Material Adverse Effect (as defined in the Fintech Share Exchange Agreement).

 

On November 30, 2022, the Fintech Transaction have been consummated. Prior to the effective time of consummation, HWGC notified the Company on the waiving of the closing condition provided for in the Fintech Share Exchange Agreement that required a registration statement on Form S-4 for the registration of the shares of HWGC’s common stock that were issued pursuant to the terms of that certain Share Exchange Agreement, by and among HWGC, HWGG Capital P.L.C., and the shareholders of HWGG Capital P.L.C., dated as of July 21, 2022, which transaction closed on November 15, 2022 (the “HWGG Capital Transaction”) having been declared effective by the Commission under the Securities Act of 1933. 

F-21