Quarterly Report (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: May 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 registrant as specified in its charter)

Nevada

3990

30-0840869

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

I.R.S. Employer

Identification Number

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

Selangor DarulEhsan, Malaysia

(Address and telephone number of principal executive offices)

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

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes [ ] No [X]

Indicate by check mark wheth9er the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer	[ ]	Accelerated filer	[ ]
	Non-accelerated filer	[ ]	Smaller reporting company	[X]

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

Yes [X] No [ ]

As of July 04, 2017 there were 75,000,000 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	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

PART II	OTHER INFORMATION:

Item 1.	Legal Proceedings	11

Item 1A	Risk Factors	11

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Mine Safety Disclosure.	12

Item 5.	Other Information	12

Item 6.	Exhibits	12

	31.1 “Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer”

	32.1 “Section 1350 Certification of principal executive officer”

	99.1 “Assignment Of Rights And Assumption of Liabilities Agreement”

	Signatures	13

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

FELLAZO CORP.

BALANCE SHEETS

(UNAUDITED)

	As At May 31, 2017			As At August 31, 2016
ASSETS
Current Assets
Cash	$	-		$	76
Inventory		-			704
Prepaid Expense		-			10,467
Total Current Assets		-			11,247

Non-Current Assets
Equipment, net of accumulated depreciation		575			6,973
Total Non-Current Assets		575			6,973

Total Assets	$	575		$	18,220

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accrued expenses	$	-		$	5,000
Other Creditor		239,148			-
Loans from director		13,785			28,204
Total Current Liabilities		252,933			33,204

Total Liabilities		252,933			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 MAY 31, 2017 and August 31, 2016		4,885			4,885
Additional Paid In Capital		36,116			16,965
Accumulated Deficit		(293,359	)		(36,834	)
Total Stockholders’ Equity (Deficit)		(252,358	)		(14,984	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	575		$	18,220

See accompanying notes to unaudited financial statements.

FELLAZO CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For Three Months Ended May 31, 2017			For Nine Months Ended May 31, 2017			For Three Months Ended May 31, 2016			For Nine Months Ended May 31, 2016
REVENUES	$	-		$	-		$	1,000		$	6,370
Cost of Goods Sold		-			-			205			1,280
Gross Profit		-			-			795			5,090

OPERATING EXPENSES:
General and Administrative Expenses		246,713			256,525			9,149			16,232
TOTAL OPERATING EXPENSES		246,713			256,525			9,149			16,232

NET PROFIT/(LOSS) BEFORE PROVISION FOR INCOME TAX		(246,713	)		(256,525	)		(8,354	)		(11,142	)

NET PROFIT/(LOSS)	$	(246,713	)	$	(256,525	)	$	(8,354	)	$	(11,142	)

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			4,023,587			3,343,686

See accompanying notes to unaudited financial statements.

FELLAZO CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For Nine Months Ended			For Nine Months Ended
	May 31, 2017			May 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit/(Loss)	$	(256,525	)	$	(11,142	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		-			396
Changes in operating assets and liabilities:
Inventory		-			16
Expenses paid by Director		14,513			-
Prepaid expense		9,167			(1,560	)
Accrued expenses		234,148			(4,000	)
CASH FLOWS USED IN OPERATING ACTIVITIES		1,303			(16,290	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment		(575	)		(5,164	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(575	)		(5,164	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		-			18,781
Repayment of loan from director		(804	)		-
Proceeds of loan from director		-			3,895
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		(804	)		22,676

INCREASE/(DECREASE) IN CASH		(76	)		1,222

Cash, beginning of period		76			2,284

Cash, end of period	$	-		$	3,506

Income tax payment		-			-
Interest expense		-			-

See accompanying notes to unaudited financial statements.

FELLAZO CORP.

STATEMENTS OF CASH FLOWS

NON-CASH INVESTING AND FINANCING ACTIVITIES

(UNAUDITED)

	For Nine Months Ended May 31, 2017			For Nine Months Ended May 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		705			-
(b) Prepaid expense forgone		1,300			-
(c) Disposal loss of equipment		6,972			-
(d) Waiver of loan from director		(28,128	)		-
		(19,151	)		-

See accompanying notes to unaudited financial statements.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MAY 31, 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 May 31, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended May 31, 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 May 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 8 ^th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.

NOTE 2 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. As at May 31, 2017, the Company has a working capital deficit of $252,933 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 $14,513; this amount was taken-in as Loan from Director.

NOTE 5 – OTHER CREDITORS

Creditors’ Name	Services Provided	Amount
Swipypay Berhad	Management Agent		151,058
China Wise Management Int. Ltd	Consultant		85,300
Malone Bailey, LLP	Auditor		2,000
Globes Transfer, LLC	Share Transfer Agent		790
	Total		239,148

NOTE 6 – SUBSEQUENT EVENT

A private placement of common stocks by the Directors to fully take-up all remaining 70,115,000 shares of our authorized capital of 75 million common shares. This exercise which was completed on July 3, 2017, provided the Company with capital of $70,115.

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 May 31, 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 May 31, 2017 in conjunction with the commencement of the Company’s transformation;

(1)

Appointment of Swipypay Berhad (Malaysian Co. Reg. No. 1073591-H) as Management Agent for our Malaysia office located at 8 ^th 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.

Swipypay Berhad will be charge with the following;

	(a)	Daily administration and maintenance of the premise of our Malaysia office.
	(b)	Daily human resources management for Director(s) and staff stationed at the office including payroll in accordance to the requirements of local labor law(s).
	(c)	Process and arrange payment for the Company’s invoices and billings on the Company’s behalf.
	(d)	Advice the Company on issues relating to the Office and its staffing.

The Appointment shall be back-dated to December 1 ^st , 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 1 ^st , 2016 and February 28, 2017.

	(2)	Effective May 1, 2017, the Company had engaged China Wise Management International Limited of Hong Kong to replace Resources Assets Management Limited as advisory and consultant on our transformation exercises.

	(3)	The Company is in process of setting-up separate trust fund(s) to regulate the usage of investors’ fund with the Company

	(4)	The Board of Directors had approved that 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 would be operating from our Malaysia office with immediate effect.

		Each Director would be compensated with a Director’s salary of Ringgit Malaysia Thirty Thousand (RM30,000) per month; an approximate equivalent to $6,900 and the respective employee provident funds and social security contributions benefits in accordance to local labor law(s).

UPCOMING CORPORATE EXCERCISE

The Board of Directors had approved

	(1)	A private placement of common stocks by the Directors to fully take-up all remaining 70,115,000 shares of our authorized capital of 75 million common shares. This exercise which was completed on July 3, 2017, provided the Company with capital of $70,115.

	(2)	An increase of the Company’s authorized capital

	(i)	from 75 million shares to 500 million shares within the first quarter of the next accounting year, and
	(ii)	from 500 million shares to 1 billion shares by the following quarter of the same accounting year.

(3)

Approve to commence negotiation on the acquisition of Asia Loyalty Corporation Limited, a Hong Kong based IT company specializing in Mobile-Apps and commanded a large number of clientele in mainland China.

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.

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 May 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.

Changes in Internal Controls over Financial Reporting

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

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

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

(2) 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 1A. RISK FACTORS

Not Applicable to smaller reporting company.

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

No unregistered sales of equity securities took place during quarter ended May 31, 2017.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE

Not Applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

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

Exhibit No.		Description

31.1		“Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer”

32.1		“Section 1350 Certification of principal executive officer”

99.1		“Assignment Of Rights And Assumption of Liabilities Agreement” entered into by the Company with the previous sole-director of the Company Ms. Galina Hripcenco.

SIGNATURES

Pursuant to the requirements of 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: July 17, 2017	Name:	Prof. Dr. Wong Kong-Yew
	Title:	President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company