UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarter ended: November 30, 2016

 

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: 333-208237

 

FELLAZO CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		3990		30-0840869
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		I.R.S. Employer Identification Number

 

8^th Floor, WismaHuazong, Lot 15285, 0.7km LebuhrayaSungeiBesi, 43300 Seri Kembangan,

Selangor DarulEhsan, Malaysia

(Address and telephone number of principal executive offices)

 

Website: http://fellazo.com        Phone: +603-8938 5638        Email: info@fellazo.com

(Address and telephone number of principal executive offices)

 

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes [  ] No [X]

 

Indicate by check mark wheth9er 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	[X]

 

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

Yes [X] No [  ]

 

As of December 31, 2016 there were 4,885,000 shares outstanding of the registrant’s common stock.

 

 

 

		PAGE
PART I	FINANCIAL INFORMATION:
Item 1.	Financial Statements
	Balance Sheet (Unaudited)	3
	Statement Of Operations (Unaudited)	4
	Statement of Cash Flow (Unaudited)	5
	Statement of Cash Flow – Non Cash Investing & Financing Activities (Unaudited)	6
	Notes to the Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	11
Item 1A	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosure.	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
	31.1 “Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer”
	32.1 “Section 1350 Certification of principal executive officer”
	99.1 “Assignment Of Rights And Assumption of Liabilities Agreement”
	Signatures	13

 

 

PART 1 - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

FELLAZO CORP.

BALANCE SHEETS

(UNAUDITED)

 

		As At November 30, 2016				As At August 31, 2016
ASSETS
Current Assets
Cash		$	-			$	76
Inventory			-				704
Prepaid Expense			9,167				10,467
Total Current Assets		$	9,167			$	11,247
Non-Current Assets
Equipment, net of accumulated depreciation			-				6,973
Total Non-Current Assets		$	-			$	6,973
Total Assets		$	9,167			$	18,220
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accrued expenses			-				5,000
Other Creditor			320				-
Loans from director			13,785				28,204
Total Current Liabilities		$	14,105			$	33,204
Total Liabilities		$	14,105			$	33,204
Stockholders’ Equity (Deficit)
Common stock, par value $0.001; 75,000,000 shares Authorized, 4,885,000 shares issued and outstanding as of November 30, 2016 and August 31, 2016			4,885				4,885
Additional Paid In Capital			36,116				16,965
Accumulated Deficit			(45,939	)			(36,834	)
Total Stockholders’ Equity (Deficit)		$	(4,938	)		$	(14,984	)
Total Liabilities and Stockholders’ Equity (Deficit)		$	9,167			$	18,220

 

See accompanying notes to unaudited financial statements.

 

 

FELLAZO CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For Three Months Ended				For Three Months Ended
		November 30, 2016				November 30, 2015
REVENUES		$	-			$	2,000
Cost of Goods Sold			-				349
Gross Profit			-				1,651
OPERATING EXPENSES:
General and Administrative Expenses			9,105				3,198
TOTAL OPERATING EXPENSES			9,105				3,198
NET PROFIT/(LOSS) BEFORE PROVISION FOR INCOME TAX			(9,105	)			(1,547	)
NET PROFIT/(LOSS)		$	(9,105	)		$	(1,547	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC & DILUTED		$	4,885,000			$	3,000,000

 

See accompanying notes to unaudited financial statements.

 

 

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For Three Months Ended				For Three Months Ended
		November 30, 2016				November 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit/(Loss)		$	(9,105	)		$	(1,547	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation			-				132
Changes in operating assets and liabilities:
Inventory			-				349
Expenses paid by Director			13,785
Prepaid expense			-				(4,587	)
Accrued expenses			(4,680	)			-
CASH FLOWS USED IN OPERATING ACTIVITIES			-				(5,653	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loan from director			(76	)
Proceeds of loan from director			-				3,895
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			(76	)			3,895
INCREASE/(DECREASE) IN CASH			(76	)			(1,758	)
Cash, beginning of period			76				2,284
Cash, end of period		$	-			$	526
Income tax payment			-				-
Interest expense			-				-

 

See accompanying notes to unaudited financial statements.

 

 

STATEMENTS OF CASH FLOWS

NON-CASH INVESTING AND FINANCING ACTIVITIES

(UNAUDITED)

 

		For Three Months Ended				For Three Months Ended
		November 30, 2016				November 30, 2015
NON-CASH INVESTING AND FINANCING ACTIVITIES
- resulted from the Assignment Of Rights And Assumption Of Liabilities of Company to the previous sole-director of the Company, Ms. Galina Hripcenco for consideration of Ms. Hripcenco retiring all shares of the Company to the treasury of the Company.
(a) Disposal of inventory			705				-
(b) Prepaid expense forgone			1,300				-
(c) Disposal loss of equipment			6,972				-
(d) Waiver of loan from director			(28,128	)			-
TOTAL NON-CASH INVESTING AND FINANCING ACTIVITIES			(19,151	)			-

 

See accompanying notes to unaudited financial statements.

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2016

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of November 30, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended November 30, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements for the year ended August 31, 2016, and related notes thereto included in the elsewhere in this filing.

 

Organization and Business Description

 

Fellazo Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 28, 2014.

 

During the quarter ending November 30, 2016 the Company had ceased the business of production and distribution of billboard banners, designer film advertisements, vinyl car ornaments and thermal transfer images and commencing our transformation into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market effective the following quarter.

 

Our office is located at 8^th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. As at November 30, 2016, the Company has a working capital deficit of $4,938 and has not yet established a stabilized source of revenue sufficient to cover operating cost for the foreseeable future. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

However the Company had commenced its transformation into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market effective the following quarter. The Board of Director is assisted by a team consisting of highly competent professional consultants and experts in the related the fields during this period of the transformation exercise.

 

We strongly believe that the transformation would bring a significant growth potential to the Company which would generate more than sufficient revenue and liquidity to sustain the Company for the next twelve months and a significant future growth. In addition there will be in-flow of funds and capital injections by the Directors to facilitate this transformation exercise.

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2016

 

NOTE 3 – SETTLEMENT OF ASSETS AND LIABILITIES

 

As a result of the “Assignment Of Rights And Assumption of Liabilities Agreement” entered into by the Company with the previous sole-director of the Company, Ms. Galina Hripcenco where all rights and obligations in the Assets and Liabilities of the Company is transferred to Ms. Hripcenco for a consideration that Ms. Hripcenco shall retire all shares of the Company to the treasury of the Company (Exhibit No. 99.1);

 

All existing equipment ($6,972), balance of inventory ($705) and pre-paid expenses ($1,300) were given to Ms. Galina Hripcenco for a total amount of $8,977.

 

The director loan due to Ms. Galina Hripcenco totaling $28,128 was also waived.

 

As a result of the transaction, the net amount of $19,151 was deemed to have been given as a capital contribution.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Subsequently, our President and Director, Prof. Dr. Wong Kong-Yew settled on behalf of the Company, invoices from our auditor, consultant and share transfer agent amounting to $13,785; this amount was taken-in as Loan from Director.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

 

GENERAL

 

Fellazo Corp. was incorporated on May 28, 2014 in the State of Nevada and established fiscal year on August 31.

 

During the quarter ending November 30, 2016 the Company had ceased the business of production and distribution of billboard banners, designer film advertisements, vinyl car ornaments and thermal transfer images and commencing our transformation into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market effective the following quarter.

 

COMPANY TRANSFORMATION

 

The Company had commenced its transformation into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market effective the following quarter.

 

The Board of Director is assisted by a team consisting of highly competent professional consultants and experts in the related the fields during this period of the transformation exercise.

 

We strongly believe that the transformation would bring a significant growth potential to the Company which would generate more than sufficient revenue and liquidity to sustain the Company for the next twelve months and a significant future growth. In addition there will be in-flow of funds and capital injections by the Directors to facilitate this transformation exercise.

 

Summary of significant events leading to the commencement of the Company’s transformation;

 

	(1)	Effective September 09, 2016, Ms. Galina Hripcenco, whom was serving as the sole director and as the only officer, ceased to be the Company’s President and Principal Accounting Officer.
		Effective September 09, 2016, Prof. Dr. Wong Kong-Yew consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, Mr. Yap Kit Chuan consented to act as the new Director of the Company, and Prof. Huang Minxi consented to act as the new Director of the Company .
	(2)	On September 09, 2016, the Company had entered in an “Assignment Of Rights And Assumption of Liabilities Agreement” (Exhibit  No. 99.1) with the previous sole-director of the Company, Ms. Galina Hripcenco where all rights and obligations in the Assets and Liabilities of the Company is transferred to Ms. Hripcenco for a consideration that Ms. Hripcenco shall retire all shares of the Company to the treasury of the Company.

 

 

	(3)	The Board of Directors of the Company approved the dismissal of Paritz & Company, P.A as the Company’s independent auditor and the appointment of Malone Bailey LLP as the Company’s independent auditor with immediate effect through Board Resolution dated October 19, 2016 signed by all Directors.
	(4)	Appointment of GreenPro Financial Consulting Ltd (based at Suite 2201, 22/F Malaysia Building, No. 50 Gloucester Road, Wanchai, Hong Kong), an independent party for the services of;

 

	(a)	Preparation of annual report Form 10-K for year ending August 31, 2016
	(b)	Annual Filings Package on EDGAR & XBRL for period from October 17, 2016 to October 15, 2017
	This includes a Limited Power of Attorney assigned to Mr. Ray Heung and Mr. Chris Leung of Greenpro Capital Corp to file all SEC and state of Nevada forms on behalf of the Company.

 

EMPLOYEES

 

The Company had commenced our transformation into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market.

 

As at November 30, 2016 the Company do not have any full time employee except for our President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, Prof. Dr. Wong Kong-Yew and Directors of the Company Mr. Yap Kit Chuan and Prof. Huang Minxi.

 

The Board is assisted by a team consisting of highly competent professional consultants and experts in the related the fields during this period of transformation exercise.

 

GOVERNMENT REGULATION

 

We will always comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

None.

 

Item 4. Controls and Procedures.

 

Evaluation of Internal Controls

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of November 30, 2016. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

 

Changes in Internal Controls over Financial Reporting

 

There has been no change in our internal control over financial reporting occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 

During the past ten years, none of the following occurred with respect to the President of the Company:

 

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

(2) anyconviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

 

(4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

 

Item 1A. RISK FACTORS

 

Not Applicable to smaller reporting company.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No unregistered sales of equity securities took place during quarter ended November 30, 2016.

 

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

Item 4. MINE SAFETY DISCLOSURE

 

Not Applicable.

 

Item 5. OTHER INFORMATION

 

None.

 

Item 6. EXHIBITS

 

The following exhibits are included as part of this report by reference:

 

Exhibit No.		Description
31.1		“Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer”
32.1		“Section 1350 Certification of principal executive officer”
99.1		“Assignment Of Rights And Assumption of Liabilities Agreement” entered into by the Company with the previous sole-director of the Company Ms. Galina Hripcenco.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Malaysia on November 30, 2016.

 

	FELLAZO CORP.
	By:	/s/ Prof. Dr. Wong Kong-Yew
Date: January 17, 2017	Name:	Prof. Dr. Wong Kong-Yew
	Title:	President, CEO, CFO, Treasurer, Secretary and
		Chairman of the Board of Directors of the Company