Report
of Independent Registered Public Accounting Firm
To
the Board of Directors
Fellazo
Corp.
Selangor,
Malaysia
We
have audited the accompanying balance sheet of Fellazo Corp., (the “Company”) as of August 31, 2016 and the related
statement of operation, change in stockholders’ deficit, and cash flow for the year 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 audit 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 audit 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, 2016 and the results of their operations, and their cash flows for the year 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
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www.malonebailey.com
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Houston, Texas
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November 28, 2016
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Paritz
& Company, P.A.
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15
Warren Street, Suite 25
Hackensack,
New Jersey 07601
(201)342-7753
Fax:
(201) 342-7598
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To
the Board of Directors
Stockholders
of Fellazo Corp
We
have audited the accompanying balance sheet of Fellazo Corp as of August 31, 2015 and the related statements of operations, stockholders’
deficit, and cash flows for the year then ended. Fellazo Corp’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit 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, 2015 and the results of its operations and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements referred to above have been prepared assuming that Fellazo Corp. will continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon, among other things, its successful execution of its
plan of operations and ability to raise additional financing. There is no guarantee that the Company will be able to raise additional
capital or sell any of its products or services at a profit. As discussed in Note 2 to the financial statements, the Company has
a working capital deficit of $4,395 and has not established a stable source of revenue sufficient to cover operating cost for
the next year. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty
/s/
Paritz & Company, P.A.
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Hackensack,
NJ
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November
16, 2015
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NOTES
TO FINANCIAL STATEMENTS
FOR
THE YEAR ENDED AUGUST 31, 2016 AND AUGUST 31, 2015
NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION
Fellazo
Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada
on May 28, 2014. We are in the business of production and distribution of billboard banners, designer film advertisements, vinyl
car ornaments and thermal transfer images. Our products are sold in Moldova.
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. At August 31, 2016
,
the Company has a working
capital deficit of $21,957 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.
The
Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities
and obtain additional financing. Although we can provide no assurances, we believe our cash on hand, coupled with revenues generated
by sales and our ability to raise fund through issuance of our equity will provide sufficient liquidity and capital resources
to fund our business for the next twelve months.
In
the event the Company experiences liquidity and capital resource constraints because of unanticipated operating losses, we may
need to raise additional capital in the form of equity and/or debt financing. If such additional capital is not available on terms
acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage
our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations,
and our ability to continue in existence. These financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE
3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
The
significant accounting policies followed by the Company from interim reporting are consisted with those included in the Company’s
annual report financials annual report from SEC for the year end August 31, because there were no substantial changes to our significant
accountant policies during the period ended August 31, 2016.
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 31.
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. At August
31, 2016 the Company’s inventory consisted of raw materials.
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.
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. For the period ended
May 28, 2014 (inception) to August 31, 2014 and for the year ended August 31, 2015, there were no potentially dilutive debt or
equity instruments issued or outstanding.
Recent
Accounting Pronouncements
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
NOTE
4 –EQUIPMENT
A
summary of equipment and estimated lives used in the computation of depreciation is as follows:
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August
31, 2016
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August
31, 2015
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Life
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Cutting
plotter
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$
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2,639
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$
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2,639
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5
years
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Less: accumulated depreciation
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(572
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)
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(44
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)
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Digital Printing Machine
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$
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5164
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$
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5
years
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Less:
accumulated depreciation
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(258
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)
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|
|
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$
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6,973
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$
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2,595
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|
|
|
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|
NOTE
5 – LOAN FROM DIRECTOR
As
of August 31, 2016 and 2015, our previous director has loaned to the Company $28,204 and $4,129, respectively. 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. The loan has been waived by our previous director upon change of control on September 9, 2016.
NOTE
6 – STOCKHOLDERS EQUITY
On
July 2, 2015, the Company offered and sold 3,000,000 restricted shares of common stock to our president and director, Hripcenco
Galina, for a purchase price of $0.001 per share, for aggregate offering proceeds of $3,000.
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.
NOTE
7 – COMMITMENTS AND CONTINGENCIES
In
June of 2015, the Company entered into a one year lease agreement that calls for monthly rental payments of $260. The lease became
effective as of August 1, 2015. Total rent paid was $3,120 for the year ended August 31
,
2016
,
which is being amortized
over the life of the lease. Upon change of control on September 9, 2016, the lease has been terminated. The new business premise
is provided by our current director for rent-free.
NOTE
8 – INCOME TAXES
The
Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of
34% to net income (loss) as follows:
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August
31,
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2016
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2015
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Income tax provision (benefit)
at statutory rate of 34%
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$
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(10,892
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)
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$
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(1,571
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)
|
Change in valuation
allowance
|
|
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10,892
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|
|
|
1,571
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|
|
|
|
|
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$
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-
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$
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-
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Deferred
tax assets consist of:
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August
31,
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2016
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|
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2015
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|
Deferred tax assets (liabilities):
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Net
operating loss carry forward
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$
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36,834
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$
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4,800
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Valuation allowance
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(36,834
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)
|
|
|
(4,800
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)
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Net
differed tax assets
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$
|
-
|
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$
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-
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|
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
9 – SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events
or transactions that occurred after August 31, 2016 up through the date the Company issued the audited financial statements.
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.