Fellazo Corp - Quarter Report: 2017 February (Form 10-Q)
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: February 28, 2017
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 |
8th 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 February 28, 2017 there were 4,885,000 shares outstanding of the registrant’s common stock.
| PAGE | |||
| PART I | FINANCIAL INFORMATION: | ||
| Item 1. | Financial Statements | 3 | |
| 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 | 8 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 9 | |
| Item 4. | Controls and Procedures | 9 | |
| PART II | OTHER INFORMATION: | ||
| Item 1. | Legal Proceedings | 9 | |
| Item 1A | Risk Factors | 10 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 | |
| Item 3. | Defaults Upon Senior Securities | 10 | |
| Item 4. | Mine Safety Disclosure. | 10 | |
| Item 5. | Other Information | 10 | |
| Item 6. | Exhibits | 10 | |
| 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 | 11 |
| 2 |
PART 1 - FINANCIAL INFORMATION
BALANCE SHEETS
(UNAUDITED)
| As At February 28, 2017 | 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 | 300 | - | ||||||
| Loans from director | 14,512 | 28,204 | ||||||
| Total Current Liabilities | $ | 14,812 | $ | 33,204 | ||||
| Total Liabilities | $ | 14,812 | $ | 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 February 28, 2017 and August 31, 2016 | 4,885 | 4,885 | ||||||
| Additional Paid In Capital | 36,116 | 16,965 | ||||||
| Accumulated Deficit | (46,646 | ) | (36,834 | ) | ||||
| Total Stockholders’ Equity (Deficit) | $ | (5,645 | ) | $ | (14,984 | ) | ||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 9,167 | $ | 18,220 | ||||
See accompanying notes to unaudited financial statements.
| 3 |
STATEMENTS OF OPERATIONS
(UNAUDITED)
| For Three Months Ended February 28, 2017 | For Six Months Ended February 28, 2017 | For Three Months Ended February 29, 2016 | For Six Months Ended February 29, 2016 | |||||||||||||
| REVENUES | $ | - | $ | $ | 3,370 | $ | 7,170 | |||||||||
| Cost of Goods Sold | - | 726 | 1,506 | |||||||||||||
| Gross Profit | - | 2,644 | 5,664 | |||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and Administrative Expenses | 708 | 9,813 | 2,885 | 13,252 | ||||||||||||
| TOTAL OPERATING EXPENSES | 708 | 9,813 | 2,885 | 13,252 | ||||||||||||
| NET PROFIT/(LOSS) BEFORE PROVISION FOR INCOME TAX | (708 | ) | (9,813 | ) | (241 | ) | (7,588 | ) | ||||||||
| NET PROFIT/(LOSS) | $ | (708 | ) | $ | (9,813 | ) | $ | (241 | ) | $ | (7,588 | ) | ||||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC & DILUTED | $ | 4,885,000 | $ | 4,885,000 | $ | 3,000,000 | $ | 3,000,000 | ||||||||
See accompanying notes to unaudited financial statements.
| 4 |
(UNAUDITED)
| For Six Months Ended | For Six Months Ended | |||||||
| February 28, 2017 | February 29, 2016 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Profit/(Loss) | $ | (9,813 | ) | $ | (7,588 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||||
| Depreciation | - | 307 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory | - | (1,705 | ) | |||||
| Expenses paid by Director | 14,513 | - | ||||||
| Prepaid expense | - | (520 | ) | |||||
| Accrued expenses | (4,700 | ) | 1,400 | |||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | - | (8,106 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of Equipment | - | (2,638 | ) | |||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | - | (2,638 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | - | 3,000 | ||||||
| Repayment of loan from director | (76 | ) | ||||||
| Proceeds of loan from director | - | 8,024 | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | (76 | ) | 11,024 | |||||
| INCREASE/(DECREASE) IN CASH | (76 | ) | 279 | |||||
| Cash, beginning of period | 76 | - | ||||||
| Cash, end of period | $ | - | $ | 279 | ||||
| Income tax payment | - | - | ||||||
| Interest expense | - | - | ||||||
See accompanying notes to unaudited financial statements.
| 5 |
NON-CASH INVESTING AND FINANCING ACTIVITIES
(UNAUDITED)
| For Six Months Ended February 28, 2017 | For Six Months Ended February 29, 2016 | |||||||
| 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, Mr. Galina Hripcenco for consideration of Mr. 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.
| 6 |
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FEBRUARY 28, 2017
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 February 28, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended February 28, 2017 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 February 28, 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 – 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 February 28, 2017, the Company has a working capital deficit of $5,645 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. 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.
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
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 $14,512; this amount was taken-in as Loan from Director.
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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 February 28, 2017 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.
SIGNIFICANT EVENTS
Summary of significant events during the quarter ending February 28, 2017 in conjunction with the commencement of the Company’s transformation;
| (1) | Effective February 22, 2017, the Company had engaged Resources Assets Management Limited of Hong Kong as advisory and consultant on some of our transformation exercises. | |
| (2) | The Company is also in process of setting-up separate trust fund(s) to regulate the usage of investors’ fund with the Company |
EMPLOYEES
As at February 28, 2017 the Company have yet to 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.
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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 February 28, 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.
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.
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.
| 9 |
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 February 28, 2017.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURE
Not Applicable.
None.
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. |
| 10 |
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: April 13, 2017 | Name: | Prof. Dr. Wong Kong-Yew |
| Title: | President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company | |
| 11 |