Attached files
| file | filename |
|---|---|
| EX-99.1 - Fellazo Corp | ex99-1.htm |
| EX-32.1 - Fellazo Corp | ex32-1.htm |
| EX-31.1 - Fellazo Corp | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| [X] | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended August 31, 2017
| [ ] | 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 small business issuer as specified in its charter)
| Nevada | 3990 | 30-0840869 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
8th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungai Besi, 43300 Seri Kembangan,
Selangor Darul Ehsan, Malaysia.
| Website: http://fellazo.com | Tel. +603-8938 5638 | Email: info@fellazo.com |
(Address and telephone number of principal executive offices)
None
Securities registered under Section 12(b) of the Exchange Act
None
Securities registered under Section 12(g) of the Exchange Act
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
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. (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [X] | |||
| (Do not check if a 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 [X] No [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 75,000,000 common shares issued and outstanding as of November 29, 2017.
TABLE OF CONTENTS
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Item 1. Description of Business
GENERAL
Fellazo Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 28, 2014.
During the year ending August 31, 2017 the Company had commenced its transformation process 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.
Our office is located at 8th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.
As at August 31, 2017, the Company has a working capital deficit of $301,919 and has not yet established a stabilized source of revenue sufficient to cover operating cost for the foreseeable future. These factors, among others, may 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. 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.
On July 4, 2017, a private placement exercise was completed with issuance of the balance of shares (70,115,000 shares) within our authorized capital to our existing directors at par value of $0.001 per share.
On the 7th and 17th of August 2017, the Company had filed Schedule Pre-14C and Def-14c for an increase in our authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share following a written consent of majority shareholders on the matter on August 1, 2017.
Following the above, on September 19, 2017 amendments to the Company’s Articles of Incorporation had been filed with the Nevada Secretary of State thus increasing the Company’s authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share.
EMPLOYEES
Our President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, Prof. Dr. Wong Kong-Yew and Director of the Company Mr. Yap Kit Chuan are assisted by a personal assistance in our Malaysia office.
The Company has yet to have any other full time employee as 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.
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Not Applicable to smaller reporting company.
Our Company do not own any property, our Malaysia office is shared with our Management Agent.
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) any conviction 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 4. Mine Safety Disclosure
Not Applicable.
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Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
We have issued 75,000,000 shares of our common stock as at August 31, 2017. There are no outstanding options or warrants or securities that are convertible into shares of common stock.
Holders
As of August 31, 2017, we have a record of 28 shareholders holding our common stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is Globex Transfer, LLC, with an address at 780 Deltona Blvd., Suite 202, Deltona, FL 32725 and telephone number is 813-344-4490.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.
Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended August 31, 2017 and since our incorporation on May 28, 2014 and presently had no plans to declare any dividend on our common stock.
Recent Sales of Unregistered Securities
No unregistered sales of equity securities took place during the year ended August 31, 2017.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
On July 4, 2017, a private placement exercise was completed with issuance of the balance of shares (70,115,000 shares) within our authorized capital to our existing directors at par value of $0.001 per share.
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Other Stockholder Matters
On the 7th and 17th of August 2017, the Company had filed Schedule Pre-14C and Def-14c for an increase in our authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share following a written consent of majority shareholders on the matter on August 1, 2017.
Following the above, on September 19, 2017 amendments to the Company’s Articles of Incorporation had been filed with the Nevada Secretary of State thus increasing the Company’s authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share.
Item 6. Selected Financial Data
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS FOR YEAR ENDED AUGUST 31, 2017 AND AUGUST 31, 2016
Revenue and cost of goods sold
For the year ended August 31, 2017 the Company has yet to commence any operation or generate any income since the change of control of the Company on September 9, 2016. The new management is working to transform the Company into an IT based company specializing in Mobile Application Development.
The Company was operating as seller of printed products specializing in billboard, banner and large format printing generating revenue of $12,820 and gross profit of $10,331 for year ended August 31,2016 after cost of sales of $2,489.
Operating Expenses
The total operating expenses for the year ended August 31, 2017 which consist solely of general and administration expenses totaled to $376,201 can be breakdown to the following with per centum to the total expenses:
| Expenses | $ | % | Expenses | $ | % | |||||||||||||
| Consultancy Fee | 152,000 | 40.40 | Share Management Fee | 3,453 | 0.92 | |||||||||||||
| Payroll Expenses | 140,346 | 37.31 | Advertising Expenses | 1,839 | 0.49 | |||||||||||||
| Management Fee - Malaysia Office | 45,000 | 11.96 | Travelling Expenses | 222 | 0.06 | |||||||||||||
| Accounting/Audit Fee | 17,000 | 4.52 | Bank Charges | 127 | 0.03 | |||||||||||||
| Miscellaneous Loss | 9,167 | 2.44 | Computer & Internet Expenses | 667 | 0.18 | |||||||||||||
| Regulatory filings | 6,400 | 1.70 | Gain/Loss in Exchange | (20 | ) | (0.01 | ) | |||||||||||
| 376,201 | 100.00 | |||||||||||||||||
The previous fiscal year’s operating expenses were $42,365.
Net Loss
The net loss for the year ended August 31, 2017 is $376,201 compared to $32,034 for year ended August 31, 2016.
Liquidity, Capital Resources and Cash Requirements
As of August 31, 2017, the Company had private placement share proceeds of $70,115 placed with our Escrow Agent compared to August 31, 2016. As at this reporting, the amount is still parked with our Escrow Agent as a capital resource pending further instruction by our management.
The Company has working capital deficit of $301,919 as of August 31, 2017 compared to working capital deficit of $14,984 as of August 31, 2016.
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OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
None.
Item 8. Financial Statements and Supplementary Data
FELLAZO CORP. FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2017 AND AUGUST 31, 2016
TABLE OF CONTENTS
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Report of Independent Registered Public Accounting Firm
To the Board of Directors
Fellazo Corp.
Selangor Darul Ehsan
Malaysia
We have audited the accompanying balance sheets of Fellazo Corp., (the “Company”) as of August 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fellazo Corp. as of August 31, 2017 and 2016 and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses and has not generated a stable source of revenues from its planned principal operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ MALONE BAILEY, LLP | |
| www.malonebailey.com | |
| Houston, Texas | |
| November 29, 2017 |
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FELLAZO CORP.
| As
At August 31, 2017 | As
At August 31, 2016 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | - | $ | 76 | ||||
| Inventory | - | 704 | ||||||
| Subscription receivable | 70,115 | - | ||||||
| Prepaid Expense | 10,000 | 10,467 | ||||||
| Total Current Assets | $ | 80,115 | $ | 11,247 | ||||
| Non-Current Assets | ||||||||
| Equipment, net of accumulated depreciation | - | 6,973 | ||||||
| Total Non-Current Assets | $ | - | $ | 6,973 | ||||
| Total Assets | $ | 80,115 | $ | 18,220 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | 46,215 | 5,000 | ||||||
| Other creditor | 322,034 | - | ||||||
| Loans from director | 13,785 | 28,204 | ||||||
| Total Current Liabilities | $ | 382,034 | $ | 33,204 | ||||
| Total Liabilities | $ | 382,034 | $ | 33,204 | ||||
| Stockholders’ Deficit | ||||||||
| Common stock, par value $0.001; 1,000,000,000 shares authorized; 75,000,000 and 4,885,000 shares issued and outstanding as of August 31, 2017 and August 31, 2016, respectively | 75,000 | 4,885 | ||||||
| Additional Paid In Capital | 36,116 | 16,965 | ||||||
| Accumulated deficit | (413,035 | ) | (36,834 | ) | ||||
| Total Stockholders’ Deficit | $ | (301,919 | ) | $ | (14,984 | ) | ||
| Total Liabilities and Stockholders’ Deficit | $ | 80,115 | $ | 18,220 | ||||
See accompanying notes to financial statements.
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FELLAZO CORP.
| For
Year Ended August 31, 2017 | For
Year Ended August 31, 2016 | |||||||
| REVENUES | $ | - | $ | 12,820 | ||||
| Cost of Goods Sold | - | 2,489 | ||||||
| Gross Profit | - | 10,331 | ||||||
| OPERATING EXPENSES: | ||||||||
| General and Administrative Expenses | 376,201 | 42,365 | ||||||
| TOTAL OPERATING EXPENSES | (376,201 | ) | (42,365 | ) | ||||
| NET LOSS BEFORE PROVISION FOR INCOME TAX | (376,201 | ) | (32,034 | ) | ||||
| NET LOSS | $ | (376,201 | ) | $ | (32,034 | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.02 | ) | $ | (0.01 | ) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC & DILUTED | 16,249,794 | 3,730,369 | ||||||
See accompanying notes to financial statements.
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FELLAZO CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
| Shares | Amount | Additional
Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||
| BALANCE AUGUST 31, 2015 | 3,000,000 | $ | 3,000 | $ | - | $ | (4,800 | ) | $ | (1,800 | ) | |||||||||
| Shares issued for cash at $0.001 per share for year ended August 31, 2016 | 1,885,000 | $ | 1,885 | $ | 16,965 | $ | - | $ | 18,850 | |||||||||||
| Net Loss for year ended August 31, 2016 | - | - | - | $ | (32,034 | ) | $ | (32,034 | ) | |||||||||||
| BALANCE AUGUST 31, 2016 | 4,885,000 | $ | 4,885 | $ | 16,965 | $ | (36,834 | ) | $ | (14,984 | ) | |||||||||
| Settlement of Assets & Liabilities by previous Director | - | $ | - | $ | 19,151 | $ | - | $ | 19,151 | |||||||||||
| Private Placement shares issued for cash at $0.001 per share on July 04, 2017 | 70,115,000 | $ | 70,115 | $ | - | $ | - | $ | 70,115 | |||||||||||
| Net Loss for year ended August 31, 2017 | - | $ | - | $ | - | $ | (376,201 | ) | $ | (376,201 | ) | |||||||||
| BALANCE AUGUST 31, 2017 | 75,000,000 | $ | 75,000 | $ | 36,116 | $ | (413,035 | ) | $ | (301,919 | ) | |||||||||
See accompanying notes to financial statements.
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FELLAZO CORP.
| For
Year Ended August 31, 2017 | For
Year Ended August 31, 2016 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (376,201 | ) | $ | (32,034 | ) | ||
| Adjustments
to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | - | 786 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory | - | 1,226 | ||||||
| Prepaid expense | (833 | ) | (9,947 | ) | ||||
| Accrued expenses | 41,215 | - | ||||||
| Other creditor | 335,819 | - | ||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | - | (39,969 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of Equipment | - | (5,164 | ) | |||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | - | (5,164 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | - | 18,850 | ||||||
| Repayment of loan from director | (76 | ) | - | |||||
| Proceeds of loan from director | - | 24,075 | ||||||
| CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES | (76 | ) | 42,925 | |||||
| DECREASE IN CASH | (76 | ) | (2,208 | ) | ||||
| Cash, beginning of period | 76 | 2,284 | ||||||
| Cash, end of period | $ | - | $ | 76 | ||||
| Income tax payment | - | - | ||||||
| Interest payment | - | - | ||||||
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| For
Year Ended August 31, 2017 | For
Year Ended August 31, 2016 | |||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| (1) ”Resulted from the Assignment Of Rights And Assumption Of Liabilities of Company to the previous sole-director of the Company, Mr. Galina Hripcenco for consideration of Mr. Hripcenco retiring all shares of the Company to the treasury of the Company” | ||||||||
| (a) Disposal of inventory | 704 | - | ||||||
| (b) Prepaid expense forgone | 1,300 | - | ||||||
| (c) Disposal loss of equipment | 6,973 | - | ||||||
| (d) Waiver of loan from director | (28,128 | ) | - | |||||
| (19,151 | ) | - | ||||||
| (2) Expenses paid by director on behalf of the Company | 13,785 | - | ||||||
| (3) Record of receivable from issuance of common stock | 70,115 | - | ||||||
See accompanying notes to financial statements.
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FELLAZO CORP.
FOR YEARS ENDED AUGUST 31, 2017 AND AUGUST 31, 2016
NOTE 1 – 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 year ending August 31, 2017 the Company had commenced its transformation process 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.
Our office is located at 8th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.
NOTE 2 – SETTLEMENT OF ASSETS AND LIABILITIES
On September 9, 2016, as a result of a private transaction, the control block of voting stock of the Company, represented by 3,000,000 shares of common stock (the “Shares”), has been transferred from Galina Hripenco to Wong Kong-Yew, and a change of control of the Company occurred. Upon the change of control of the Company, which occurred on September 9, 2016, the existing director and officer resigned immediately. Accordingly, Galina Hripenco, serving as the sole director and as the only officer, ceased to be the Company’s President and Principal Accounting Officer. At the effective date of the transfer, Wong Kong-Yew consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, Yap Kit Chuan consented to act as the new Director of the Company, and Huang Minxi consented to act as the new Director of the Company.
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 ($6,973), cash ($76), balance of inventory ($704) and pre-paid expenses ($1,300) were given to Ms. Galina Hripcenco for a total amount of $9,053.
The director loan due to Ms. Galina Hripcenco totaling $28,204 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 3 – 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 August 31, 2017, the Company has a working capital deficit of $301,919 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.
We 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.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
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NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is August 31st.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when there is persuasive evidence of an arrangement, prices are fixed or determinable, products are fully delivered and collection is reasonably assured.
Fair Value Of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. As at August 31, 2017 the Company do not maintain any stock.
Equipment
The Company’s equipment is stated at cost. Depreciation is provided for using straight-line method over the estimated useful life of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
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Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
“In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.
NOTE 5 –EQUIPMENT
All existing equipment as at August 31, 2016 were given to Ms. Galina Hripcenco during the Settlement of Assets & Liabilities on September 9, 2016. The Company do not maintain any equipment thereafter.
| August 31, 2017 | August 31, 2016 | Estimated Life Span | ||||||||
| Cutting plotter | - | 2,639 | 5 Years | |||||||
| Less: accumulated depreciation | (572 | ) | ||||||||
| Digital Printing Machine | - | 5,164 | 5 Years | |||||||
| Less: accumulated depreciation | (258 | ) | ||||||||
| - | 6,973 | |||||||||
NOTE 6 – LOAN FROM DIRECTOR
For the year ended August 31, 2016, the loan proceeds from our previous director was amount to $24,075. This loan is unsecured, non-interest bearing and due on demand. As of August 31, 2016, our previous director has loaned to the Company $28,204. The loan has been waived by our previous director upon change of control on September 9, 2016.
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 (include bank charges) amounting to $13,785; this amount was taken-in as Loan from Director which is unsecured, non-interest bearing and due on demand.
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NOTE 7 – STOCKHOLDERS’ EQUITY
During March 2016, the company issued a total of 275,000 common shares for cash contribution of $2,750 at $0.01 per share.
During April 2016, the company issued a total of 1,545,000 common shares for cash contribution of $15,450 at $0.01 per share.
During May 2016, the company issued a total of 65,000 common shares for cash contribution of $650 at $0.01 per share.
On July 4, 2017, a private placement exercise was completed with issuance of the balance of shares (70,115,000 shares) within our authorized capital to our existing directors for total cash consideration of $70,115. The cash was held in escrow as of August 31, 2017.
On the 7th and 17th of August 2017, the Company had filed Schedule Pre-14C and Def-14c for an increase in our authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share following a written consent of majority shareholders on the matter on August 1, 2017.
Following the above, on September 19, 2017 amendments to the Company’s Articles of Incorporation had been filed with the Nevada Secretary of State thus increasing the Company’s authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
| (1) | Appointment of Swipypay Berhad (Malaysian Co. Reg. No. 1073591-H) on March 1, 2017 as Management Agent for our Malaysia office located at 8th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia at a monthly management fee of $5,000. | |
| The Appointment shall be back-dated to December 1st, 2016 to facilitate claims for bills and payroll paid on behalf of the Company by the Agent during the Agent’s service trail-run period between December 1st, 2016 and February 28, 2017. | ||
| (2) | On June 15, 2017, appointment of Shah Faiz & Co., (an Advocates & Solicitors firm registered with Malaysia Bar Council) as Escrow Agent handling our share related transactions at a monthly retainer fee of RM500 (approximately $115) and a one per centum (1%) on proceeds placed with them. | |
| (3) | The Company had engaged Calvary Consultant Limited of Hong Kong as our consultant effective from July 1, 2017 with monthly retainer fee of HKD20,000 (approximately $2,600). |
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NOTE 9 – INCOME TAXES
The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 34% to net loss as follows:
| August 31, 2017 | August 31, 2016 | |||||||
| Income tax benefit at statutory rate of 34% | $ | (127,908 | ) | $ | (10,892 | ) | ||
| Change in valuation allowance | $ | 127,908 | $ | 10,892 | ||||
| $ | - | $ | - | |||||
| Deferred tax assets consist of: | ||||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forward | $ | 376,201 | $ | 36,834 | ||||
| Valuation allowance | $ | (376,201 | ) | $ | (36,834 | ) | ||
| Net deferred tax assets | $ | - | $ | - | ||||
As of August 31, 2016 the Company had approximately $36,834 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2034. The NOLs may be subject to limitation under Internal Revenue Code Section 382 should be a greater than 50% ownership change as determined under regulations. On September 9, 2016, there is a change in control of the Company. The section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOL carryforwards and certain recognized built-in losses. The limitation imposed by section 382 for any post-change year would be determined by multiplying the value of our stock immediately before the ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate, which is 2.08% for September 2016.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.
The Company does not currently have any ongoing tax examinations.
NOTE 10 – SUBSEQUENT EVENTS
On September 19, 2017 amendments to the Company’s Articles of Incorporation had been filed with the Nevada Secretary of State to increase the Company’s authorized capital from 75,000,000 shares to 1,000,000,000 (one billion) shares of common stock at par value of $0.001 per share.
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Item 9. Controls and Procedures.
Disclosure Controls and Procedures
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 August 31, 2017. 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.
Identified Material Weaknesses
A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of August 31, 2017.
1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Chief Executive Officer and Director act in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2. We do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial reporting, the Company did not establish a formal process to close our books monthly and account for all transactions. There is also an inadequate segregation of duties consistent with control objectives as a result of the lack of written policies and procedures.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2017.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during our fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None.
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Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
The name, age and titles of our executive officer and director are as follows:
| Name of Executive | ||||
| Officer and/or Director | Age | Position | ||
| Galina Hripcenco | 30 | President, Treasurer, Secretary and Director | ||
| (Resigned on September 9, 2016) | ||||
| WONG, Kong-Yew | 43 | President, CEO, CFO, Treasurer, Secretary and Director | ||
| (Appointed on September 9, 2016) | ||||
| HUANG Minxi | 56 | Director | ||
| (Appointed on September 9, 2016) | ||||
| YAP Kit Chuan | 41 | Director | ||
| (Appointed on September 9, 2016) | ||||
Professor Dr. WONG, Kong-Yew is a practising Economist in industrial organization and capital market. He has been advisor to the Ministry of Tourism, Prime Minister Office, ASEAN, and UNWTO. In the year 2012, he founded Oriental Mace Group (OM), with primary business in portfolio investment. To date, OM Group has a profile of constructing the very 1st Halal Vaccine Plant working with world top investment group the Al Jomaih Group of the Middle East, championing a national initiative the Work Based Learning model – Malaysian Hospitality College, and leading the largest mobile APP provider business in Malaysia. Prof. Wong, representing OM Group, is majority share holder of Versatile Creative Berhad, a public listed company at Kuala Lumpur Stock Exchange main board. He is also Managing Director to Agrofresh Holding Ltd. Prof. Wong, learned economics at Western Michigan University for undergraduate (BBA, 1996), Universiti Putra Malaysia for master (M.Econ. 1999), and Strathclyde Business School, University of Strtahclyde, UK for doctorate. (Ph.D. 2004). Prof. Wong was Post-doctorate Research Fellows at Peking University, China (No.1 in China). An international keynote speakers and with appearances at major international conference in Asia, and features in newspapers and TV news (with personal interview at Astro Awani, Berita, TV2 etc).
Professor Dr. HUANG Minxi has special research and professional interest in in-depth profiling of new ideas, opportunities and challenges in network technology development in the era of digital economy. He holds two doctoral degrees and is Senior Economist appointed Adjunct Professor at Institute of Politics and International Relations, Beijing Normal University. In addition, his international appointment includes Professor of National University of the Philippines and Adjunct Professor at Malaysian Hospitality College. Dr. Huang plays active roles in NGOs such as the Deputy Secretary General of Chinese Experts and Scholars Association, Vice President of the China Electronic Commerce Association and Senior Adviser to Hainan Vocational Education Institute. Professor Huang demonstrate its entrepreneurship ability, over the past 20 years, by leading two successful enterprises, General Counsel to Tongxiang Palm’s Network Technology Co., Ltd. and Tongxiang Wuzhen PZ Points Software Development Co., Ltd.. Where both combined yearly turnover of USD100 million and manages over 100 employees in total.
Dato’ Antheny YAP Kit Chuan received his State honour from His Highness of Pahang State of Malaysia carrying the Dato’ title, in honouring his social and economic contribution. In 2013 Dato’Antheny won the Top Brand Award for his mobile payment gateway solutions ventures and subsequently in 2016 ASEAN Most Recognised Brand Award in mobile business apps development. He was an entrepreneur since 18 years of age. Dato’ Antheny has a remarkable enterprises achievement and turns millionaire before the age of 30. He is now Executive Director and CEO to Asia Loyalty Corporation Pte Ltd (HK) with businesses in Information Technology, Education, Healthcare and Property Development. Dato’ Antheny have vast experience and knowledge in software development and payment gateway industry. In the past ten years, he has involved in the corporate environment, particularly in merger and acquisition and capital market.
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Involvement in Certain Legal Proceedings
Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:
| 1. | 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. | Any conviction 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 competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
TERM OF OFFICE
Our directors are appointed to hold office until the next annual meeting of our stockholders or until their respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Board of Directors and hold office until removed by the Board or until their resignation appoints our officer.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of three members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
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COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors have no committees. All decisions are with consent of all the directors including audit functions.
Item 11. Executive Compensation
| (1) | MANAGEMENT COMPENSATION |
Professor Wong is drawing a monthly salary of RM30,000 (approximately $6,897) with contributions to Employee Provident Fund and Social Security (in accordance to Malaysian labor law) of RM3,669.05 (approximately $843), hence a total monthly salary compensation of RM 33,669.05 (approximately $7,740) effective from December 2016.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
| (2) | DIRECTOR COMPENSATION |
Director Dato’ Antheny Yap is drawing a monthly salary of RM30,000 (approximately $6,897) with contributions to Employee Provident Fund and Social Security (in accordance to Malaysian labor law) of RM3,669.05 (approximately $843), hence a total monthly salary compensation RM 33,669.05 (approximately $7,740) effective from December 2016.
Director Professor Huang is not drawing any salary or compensation since his appointment.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of our common stock shares of owned beneficially as of August 31, 2017 by: (i) each person (including any group) who is known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Title of Class | Name
and Address of Beneficial Owner | Affiliation | Amount and Nature of Beneficial Ownership | Percentage | ||||||
| Common Stock | Wong Kong Yew of No. 2 Jalan Halaman 3A, Taman Halaman Indah, 68000 Ampang, Selangor Darul Ehsan, Malaysia. | President, CEO, Secretary & Chairman of the Board of Directors | 70,414,500 (Direct) | 93.89% | ||||||
| Common Stock | Yap Kit Chuan of B-18-2 Blok B, East Lake, Seksyen 3, Taman Serdang Perdana, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia. | Director | 1,525,000 (Direct) | 2.03% | ||||||
| Common Stock | Huang Minxi of Room 4 Building No. 27, Ren Huang Shan Zhuang, Feng Huang Street, Wuxing District, Huzhou City, China | Director | 1,295,500 (Direct) | 1.73% | ||||||
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(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of August 31, 2017, there were 75,000,000 shares of our common stock issued and outstanding.
Item 13. Certain Relationships and Related Transactions
During the year ended August 31, 2017, we had not entered into any transactions with our Executive Officer or Directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the value of 1% of the average of our total assets for the last three fiscal years.
As of August 31, 2017, loan from our President/Director is $13,785 to the Company to settle some general administrative expenses. The loan is unsecured, non-interest bearing and due on demand.
Item 14. Settlement Of Assets And Liabilities By Previous Sole-Director/Owner
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 ($6,973), balance of inventory ($704) 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.
Item 15. Principal Accountant Fees and Services
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm, for the fiscal years indicated.
| Accounting Fees & Services | For Year Ended August 31, 2017 | For Year Ended August 31, 2016 | ||||||
| Audit fees | $ | 17,000 | $ | 8,000 | ||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | 17,000 | 8,000 | ||||||
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All of the professional services rendered by principal accountants for the review and audit of our financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
The following exhibits are included as part of this report by reference:
* Filed herewith.
**As filed in the Registrant’s Registration Statement on Form S-1 (File No. 333-208237)
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FELLAZO CORP. | ||
| By: | /s/ Prof. Dr. Wong Kong-Yew | |
| Date: November 29, 2017 | Name: | Prof. Dr. Wong Kong-Yew |
| Title: | President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company | |
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