Quarterly Report (10-q)
April 16 2018 - 6:18AM
Edgar (US Regulatory)
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, 2018
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Transition Period from ___________ to ___________
Commission
File Number:
333-208237
FELLAZO
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
3990
|
|
30-0840869
|
(State
or Other Jurisdiction
of Incorporation or Organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
I.R.S.
Employer
Identification
Number
|
8
th
Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan,
Selangor
Darul Ehsan, 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 April 16, 2018 there were 75,000,000 shares outstanding of the registrant’s common stock.
PART
1 - FINANCIAL INFORMATION
Item
1. Financial Statements.
FELLAZO
CORP.
BALANCE
SHEETS
(UNAUDITED)
|
|
As
At
February 28, 2018
|
|
|
As
At
August 31, 2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
|
Cash
and cash held in escrow
|
|
|
71,402
|
|
|
|
70,115
|
|
Prepaid
Expense
|
|
|
-
|
|
|
|
10,000
|
|
Total
Current Assets
|
|
$
|
71,402
|
|
|
$
|
80,115
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
71,402
|
|
|
$
|
80,115
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
18,415
|
|
|
|
46,215
|
|
Other
Creditor
|
|
|
6,500
|
|
|
|
46,363
|
|
Other
Creditor Related party
|
|
|
498,354
|
|
|
|
275,671
|
|
Loans
from director
|
|
|
-
|
|
|
|
13,785
|
|
Total
Current Liabilities
|
|
$
|
523,269
|
|
|
$
|
382,034
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
523,269
|
|
|
$
|
382,034
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity (Deficit)
|
|
|
|
|
|
|
|
|
Common
stock, par value $0.001; 1,000,000,000 shares Authorized, 75,000,000 shares issued and outstanding as of February 28, 2018
and August 31, 2017
|
|
|
75,000
|
|
|
|
75,000
|
|
Additional
Paid In Capital
|
|
|
36,116
|
|
|
|
36,116
|
|
Accumulated
Deficit
|
|
|
(562,983
|
)
|
|
|
(413,035
|
)
|
Total
Stockholders’ Equity (Deficit)
|
|
$
|
(451,867
|
)
|
|
$
|
(301.919
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders’ Equity (Deficit)
|
|
$
|
71,402
|
|
|
$
|
80,115
|
|
See
accompanying notes to unaudited financial statements.
FELLAZO
CORP.
STATEMENTS
OF OPERATIONS
(UNAUDITED)
|
|
For
Three
Months Ended
February 28, 2018
|
|
|
For
Three
Months
Ended
February
28, 2017
|
|
|
For
Six
Months Ended
February 28, 2018
|
|
|
For
Six
Months Ended
February 28, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and Administrative Expenses
|
|
$
|
64,302
|
|
|
$
|
708
|
|
|
$
|
149,948
|
|
|
$
|
9,813
|
|
TOTAL
OPERATING EXPENSES
|
|
$
|
64,302
|
|
|
$
|
708
|
|
|
$
|
149,948
|
|
|
$
|
9,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS BEFORE PROVISION FOR INCOME TAX
|
|
|
(64,302
|
)
|
|
|
(708
|
)
|
|
|
(149,948
|
)
|
|
|
(9,813
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROFIT/(LOSS)
|
|
$
|
(64,302
|
)
|
|
$
|
(708
|
)
|
|
$
|
(149,948
|
)
|
|
$
|
(9,813
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER SHARE: BASIC AND DILUTED
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC & DILUTED
|
|
|
75,000,000
|
|
|
|
4,885,000
|
|
|
|
75,000,000
|
|
|
|
4,885,000
|
|
See
accompanying notes to unaudited financial statements.
FELLAZO
CORP.
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
|
|
For
Six Months
Ended
February
28, 2018
|
|
|
For
Six Months
Ended
February
28, 2017
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(149,948
|
)
|
|
$
|
(9,183
|
)
|
Adjustments
to reconcile net loss to net cash (used in) operating activities:
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Expenses
paid by Director
|
|
|
-
|
|
|
|
14,513
|
|
Prepaid
expense
|
|
|
10,000
|
|
|
|
-
|
|
Other
Creditors – Related Party
|
|
|
140,720
|
|
|
|
-
|
|
Accrued
expenses
|
|
|
14,300
|
|
|
|
(4,700
|
)
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
|
$
|
15,072
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment
of loan from director
|
|
|
(13,785
|
)
|
|
|
(76
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS USED IN FINANCING ACTIVITIES
|
|
$
|
(13,785
|
)
|
|
$
|
(76
|
)
|
|
|
|
|
|
|
|
|
|
INCREASE/(DECREASE)
IN CASH
|
|
|
1,287
|
|
|
|
(76
|
)
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
|
70,115
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
71,402
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Income
tax payment
|
|
|
-
|
|
|
|
-
|
|
Interest
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
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
FEBRUARY
28, 2018
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, 2018 and the results of operations and cash flows
for the periods presented. The results of operations for the six months ended February 28, 2018 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, 2017, 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, 2018 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.
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current period presentation.
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, 2018, the Company has a working
capital deficit of $451,867 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.
The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE
3 – RELATED PARTY TRANSACTIONS
During
the period, we had requested our Management Agent to fully settle all outstanding Loan due from Director which amounted to $13,785.
Our
Management Agent, Swipypay Berhad (a company established in Malaysia) is 70% owned by our Director – Mr Yap Kit Chuan. Total
outstanding amount due to our Management Agent was $498,355 and $275,671 as at February 28, 2018 and August 31, 2017
respectively.
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, 2018 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.
SIGNIFICANT
EVENTS
During
the quarter ending February 28, 2018 there is no significant event to report.
CORPORATE
EXCERCISE
The
exercise to acquire the total shares and assets of Asia Loyalty Corporation Pte. Limited (ALC) as reported in the previous quarter
was delayed due to the Company did not foresee additional requirements and information required by our Company auditor in reviewing
ALC’s operations and financial statements.
Meantime
ALC is working towards meeting the additional requirements
and information pending management’s final decision on restructuring the corporate exercise.
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 February 28, 2018. 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 second 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 February 28, 2018.
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:
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:
April 16, 2018
|
Name:
|
Prof.
Dr. Wong Kong-Yew
|
|
Title:
|
President,
CEO, CFO, Treasurer, Secretary and
Chairman of the Board of Directors of the Company
|
Fellazo (CE) (USOTC:FLLZ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Fellazo (CE) (USOTC:FLLZ)
Historical Stock Chart
From Sep 2023 to Sep 2024