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, 2018

¨ 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 xNo ¨

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Fellazo Corp has 75,000,000 common shares issued and outstanding as of November 29, 2018.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Description of Business.	3
Item 1A.	Risk Factors.	4
Item 2	Properties.	4
Item 3.	Legal proceedings.	4
Item 4.	Mine Safety Disclosures.	4
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters.	5
Item 6.	Selected Financial Data.	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 8.	Financial Statements and Supplementary Data.	8
Item 9.	Controls and Procedures	19
Item 9A.	Other Information.	19
PART III
Item 10	Directors, Executive Officers, Promoters and Control Persons of the Company.	20
Item 11.	Executive Compensation.	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	23
Item 14.	Principal Accounting Fees and Services.	23
PART IV
Item 15.	Exhibits	24
Signatures		25

2

PART I

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, 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.

As at August 31, 2018, the Company has a working capital deficit of $540,135 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.

In 2019, the Company is planning to commence it operations with heavy emphasis into healthcare - primarily bird-nest based health supplement and bird-nest related health produces which include manufacturing and retail (retail chain and online). With our expertise in online applications platform, we would be developing an online network platform to market and sell our produces and also a system to source and purchase raw materials we required.

Prime market for our produces at this stage would be East and South East Asia with focus into China’s upcoming consumer market.

We will also be sourcing funds from potential investors to finance purchases of raw materials needed to support our operations and surplus for potential buyers.

We believe this is 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.

SIGNIFICANT AND RELATED PARTIES EVENTS

1.	Our Management Agent, Swipypay Berhad (a company established in Malaysia) whom the Company had appointed on March 1, 2017 is 80% owned by our Director – Mr Yap Kit Chuan. Total outstanding amount due to the Management Agent was $275,671 and $522,920 as at 8/31/2017 and 8/31/2018 respectively.
2.	In prior period, our then President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, 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, however during quarter ending February 28, 2018 our Management Agent had fully settled all outstanding Loan due from Director on the Company’s behalf.
3.	On April 17, 2018 via email, our President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, Prof. Dr. Wong Kong Yew had tendered his resignation letter dated April 15, 2018 to the Board of Director, subsequently on May 15, 2018, Mr. Yap Kit Chuan is appointed by the Board and consented to assume all posts vacated by Prof. Dr. Wong Kong Yew.
4.	During to the events of resignation and appointment of new office bearers, our Company email was not properly monitored during the month of May and early June 2018 and thus we do not realize that the Company’s authorized user information with OTCIQ.com is no longer valid after the resignation. This had resulted our Company been removed for OTCQB on June 8, 2018 and listed under OTC Pink. The Company was reinstated by OTC Market Group Compliance team to OTC-QB at the open of market on June 15, 2018 after prompt communication with OTC Market Group, Compliance department to address the all short-falls of the requirements.
5.	On May 25, 2018, our new President & CEO Mr. Yap Kit Chuan entered into a Share Purchase Agreement with ex-director Prof. Dr. Wong Kong Yew to transfer all shares-holdings of Prof. Dr. Wong Kong Yew (70,414,500 restricted shares) to Mr. Yap Kit Chuan at a token consideration of $250. The shares will remain as restricted shares after the transfer. Subsequently on June 19, 2018 our transfer agent, Globex Transfer, LLC registered the change and issued the new restricted share certificate. Thereafter shareholdings by our Directors are Mr. Yap Kit Chuan 95.92% (71,939,500 restricted shares) and Prof. Dr. Huang Minxi 1.73% (1,295,500 restricted shares).

3

EMPLOYEES

Our President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, Mr. Yap Kit Chuan are assisted by personnel(s) provided by our Management Agent.

The Company has yet to have any 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 1A. Risk Factors

Not Applicable to smaller reporting company.

Item 2. Properties

Our Company do not own any property, our Malaysia office is shared with our Management Agent.

Item 3. 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 4. Mine Safety Disclosure

Not Applicable.

 

4

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

Fellazo Corp have issued 75,000,000 shares of common stock as at August 31, 2018. There are no outstanding options or warrants or securities that are convertible into shares of common stock.

Holders

As of August 31, 2018, Fellazo Corp have a record of 27 shareholders holding our common stock.

Transfer Agent and Registrar

The transfer agent for Fellazo Corp’s 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, 2018 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, 2018.

 

5

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

On May 25, 2018, our new President & CEO Mr. Yap Kit Chuan had entered into a Share Purchase Agreement with ex-director Prof. Dr. Wong Kong Yew to transfer all shares-holdings of Prof. Dr. Wong Kong Yew (70,414,500 restricted shares) to Mr. Yap Kit Chuan at a token consideration of $250. The shares will remain as restricted shares after the transfer.

On June 19, 2018 our transfer agent, Globex Transfer, LLC had registered the change and issued the new restricted share certificate. Thereafter the shareholdings by our Directors are Mr. Yap Kit Chuan 95.92% (71,939,500 restricted shares) and Prof. Dr. Huang Minxi 1.73% (1,295,500 restricted shares).

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.

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.

RESULTS OF OPERATIONS FOR YEAR ENDED AUGUST 31, 2018

Revenue and cost of goods sold

For the year ended August 31, 2018 the Company have yet to commence any operation or generate any income.

Operating Expenses

The total operating expenses which consist solely of general and administration expenses totaled to $238,216 can be breakdown to the following with per centum to the total expenses;

Expenses	$			%			Expenses	$			%
Consultancy		(800	)		(0.34	)	Payroll Expenses		134,412			56.40
Management Fee - Malaysia Office		60,000			25.19		Bank Charges		346			0.15
Accounting/Audit Fee		17,500			7.35		Computer & Internet Expenses		67			0.03
OTC Listing Annual Fee		22,000			9.24		Gain/Loss in Exchange		(4,573	)		(1.91	)
Regulatory filings		6,700			2.81		Miscellaneous Loss		34			0.01
Share Management Fee		2,530			1.06
									238,216			100.00

 

6

Net Loss

The net loss for the year ended August 31, 2018 is $238,216 and total accumulated losses since incorporation is $651,251which resulted a net loss per share of $0.01.

Liquidity, Capital Resources and Cash Requirements

As of August 31, 2018, the Company’s private placement share proceeds of $70,115 placed with our Escrow Agent was transferred to our Management Agent.

The Company’s working capital deficit of $540,135 as of August 31, 2018 compared to working capital deficit of $301,919 as of August 31, 2017.

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.

 

7

Item 8. Financial Statements and Supplementary Data

FELLAZO CORP. FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2018

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	9
Balance Sheet	10
Statement Of Operations	11
Statement Of Changes In Stockholders’ Deficit	12
Statement of Cash Flow	13
Notes to the Financial Statements	14

 

8

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Fellazo Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Fellazo Corp. (the “Company”) as of August 31, 2018 and 2017, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, 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.

Going Concern Matter

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 suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2016.

Houston, Texas

November 29, 2018

  

9

FELLAZO CORP.

BALANCE SHEETS

AS AT AUGUST 31, 2018

	As At August 31, 2018			As At August 31, 2017
ASSETS
Current Assets
Cash	$	631		$	-
Other Receivable		-			70,115
Prepaid Expense		-			10,000
Total Current Assets	$	631		$	80,115
Total Assets	$	631		$	80,115
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses		-			46,215
Other Creditor		540,766			322,034
Loans from director		-			13,785
Total Current Liabilities	$	540,766		$	382,034
Total Liabilities	$	540,766		$	382,034
Stockholders’ Deficit
Fellazo Corp common stock, par value $0.001; 75,000,000 shares issued and outstanding as of August 31, 2018 and August 31, 2017		75,000			75,000
Additional Paid In Capital		36,116			36,116
Accumulated Deficit		(651,251	)		(413,035	)
Total Stockholders’ Deficit	$	(540,135	)	$	(301,919	)
Total Liabilities and Stockholders’ Deficit	$	631		$	80,115

See accompanying notes to financial statements.

 

10

FELLAZO CORP.

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED AUGUST 31, 2018

	For Year Ended August 31, 2018			For Year Ended August 31, 2017
REVENUES	$	-		$	-
Cost of Goods Sold		-			-
Gross Profit		-			-
OPERATING EXPENSES:
General and Administrative Expenses		238,216			376,201
TOTAL OPERATING EXPENSES		(238,216	)		(376,201	)
NET PROFIT/(LOSS) BEFORE PROVISION FOR INCOME TAX		(238,216	)		(376,201	)
NET PROFIT/(LOSS)	$	(238,216	)	$	(376,201	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC & DILUTED		75,000,000			16,249,794

See accompanying notes to financial statements.

 

11

FELLAZO CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED AUGUST 31, 2018

	Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Deficit
BALANCE AUGUST 31, 2016		4,885,000	$	4,885	$	16,965	$	(36,834	)	$	(14,984	)
Settlement of Assets & Liabilities by previous Director - loan due to the previous Director is deemed a capital contribution		-	$	-	$	19,151	$	-		$	19,151
Private Placement shares issued for cash at $0.001 per share on July 04, 2018		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	)
Net Loss for year ended August 31, 2018		-	$	-	$	-	$	(238,216	)	$	(238,216	)
BALANCE AUGUST 31, 2018		75,000,000	$	75,000	$	36,116	$	(651,251	)	$	(540,135	)

See accompanying notes to financial statements.

 

12

FELLAZO CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED

	For Year Ended August 31, 2018			For Year Ended August 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(238,216	)	$	(376,201	)
Changes in operating assets and liabilities:
Prepaid expense		10,000			(833	)
Accrued expenses		(46,215	)		41,215
Other Creditors		204,947			335,819
CASH FLOWS USED IN OPERATING ACTIVITIES		(69,484	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loan from director		-			(76	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		-			(76	)
INCREASE/(DECREASE) IN CASH		(69,484	)		(76	)
Cash, beginning of period		70,115			76
Cash, end of period	$	631		$	-
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	-	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)	Loan to director repaid on behalf by management agent	13,785	-

See accompanying notes to financial statements.

 

13

FELLAZO CORP.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR YEAR ENDED AUGUST 31, 2018

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

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, 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.

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.

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, 2018, the Company has a working capital deficit of $540,135 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.

In 2019, the Company is planning to commence it operations with heavy emphasis into healthcare - primarily bird-nest based health supplement and bird-nest related health products which include manufacturing and retail (retail chain and online). With our expertise in online applications platform, we would be developing an online network platform to market and sell our products and also a system to source and purchase raw materials we required.

Prime market for our produces at this stage would be East and South East Asia with focus into China’s upcoming consumer market.

We will also be sourcing funds from potential investors to finance purchases of raw materials needed to support our operations and surplus for potential buyers.

We believe this is 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.

 

14

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 as at 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 606 “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.

    

15

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

The Company has reviewed the recent updates for ASC 606 and 842 pronouncements. The Company is adopting these updates and does not believe that it may cause a material impact on its financial condition or the results of its operations.

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NOTE 5 – STOCKHOLDERS EQUITY

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.

On May 25, 2018, our new President & CEO Mr. Yap Kit Chuan entered into a Share Purchase Agreement with ex-director Prof. Dr. Wong Kong Yew to transfer all shares-holdings of Prof. Dr. Wong Kong Yew (70,414,500 restricted shares) to Mr. Yap Kit Chuan at a token consideration of $250. The shares will remain as restricted shares after the transfer. Subsequently on June 19, 2018 our transfer agent, Globex Transfer, LLC registered the change and issued the new restricted share certificate.

No	Name	Affiliation	No. of Existing Shares		Existing Share-holdings			After Transfer of Shares		Shareholdings after Placement
1.	Yap Kit Chuan	President, CEO, Secretary & Chairman of the Board of Directors		1,525,000		2.03	%		71,939,500		95.92	%
2.	Huang Minxi	Director		1,295,500		1.73	%		1,295,500		1.73	%
3.	Wong Kong Yew	Ex-Director		70,414,500		93.89	%		0		0.00	%
				73,235,000		97.65	%		73,235,000		97.65	%

NOTE 6 – 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)	During this final quarter we had terminated the appointment of Shah Faiz & Co., (now known as Azlan Shah & Partners) as our Escrow Agent, we had paid their services up to April 2018.
(3)	We had also ceased the appointment of Calvary Consultant Limited of Hong Kong as our consultant during the year, in future we would engage them only on case to case basis. As a result of the conversion, we had reversed accrued monthly expense from August 2017 through May 2018 totaling to $26,000.

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NOTE 7 – 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:

	August 31, 2018			August 31, 2017
Income tax provision (benefit) at statutory rate of 21% (2018) and 34% (2017)	$	(50,025	)	$	(127,908	)
Change in valuation allowance	$	50,025		$	127,908
	$	-		$	-
Deferred tax assets consist of:
Deferred tax assets (liabilities):
Net operating loss carry forward	$	238,216		$	376,201
Valuation allowance	$	(238,216	)	$	(376,201	)
Net differed tax assets	$	-		$	-

As of August 31, 2018 the Company had approximately $238,216 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 May 25, 2018, there is a major change in control of the Company, a transfer of 70,414,500 representing 93.89% of total outstanding shares from Wong Kong Yew to Yap Kit Chuan. 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.

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 8 – OTHER CREDITORS

Creditors’ Name	Services Provided	Amount
Swipypay Berhad (related party)	Management Agent		522,920
Malone Bailey, LLP	Auditor		11,046
Calvary Consultant Ltd	Consultant		6,500
Globex Transfer, LLC	Transfer Agent		300
	Total		540,766

(1) Our Management Agent, Swipypay Berhad (a company established in Malaysia) based on latest record is 80% owned by Yap Kit Chuan, our President, CEO, CFO, Treasurer, Secretary and Director. Total outstanding amount due to our Management Agent was $522,920 and $275,671 as at August 31, 2018 and August 31, 2017 respectively and this outstanding amount is interest free.

(2) Our Management Agent had during the current financial year fully settled outstanding Loan due from Director of $13,785 on the Company’s behalf. This loan from Director were payments made on behalf of the Company during the financial year ending August 31, 2017 towards invoices from our auditor, consultant and share transfer agent (include bank charges) by our then President, CEO, CFO, Treasurer and Chairman of the Board of Directors, Prof. Dr. Wong Kong Yew.

This payment amount is included in the amount outstanding due to our Management Agent as at August 31, 2018.

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Item 9. 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 August 31, 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.

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, 2018.

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, 2018.

Item 9A. Other Information.

None.

 

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PART III

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
WONG, Kong-Yew	44	President, CEO, CFO, Treasurer, Secretary and Director
		(Resigned on May 15, 2018)
HUANG Minxi	57	President, CEO, CFO, Treasurer, Secretary and Director
		(Appointed Director on September 9, 2016, Appointed President, CEO, CFO, Treasurer and Secretary on May 15, 2018)
YAP Kit Chuan	42	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

MANAGEMENT / DIRECTOR COMPENSATION

Mr. Yap Kit Chuan 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.

Director Professor Huang Minxi 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, 2018 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	Yap Kit Chuan of B-18-2 Blok B, East Lake, Seksyen 3, Taman Serdang Perdana, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.	Director	71,939,500 (Direct)	95.92%
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%

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, 2018, there were 75,000,000 shares of our common stock issued and outstanding.

 

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Item 13. Certain Relationships and Related Transactions

During the year ended August 31, 2018, 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.

In prior period, our then President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company, 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, however during quarter ending February 28, 2018 our Management Agent had fully settled all outstanding Loan due from Director on the Company’s behalf.

Item 14. 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, 2018		For Year Ended August 31, 2017
Audit fees	$	17,000	$	17,000
Audit related fees		-		-
Tax fee		-		-
All other fess – acquisition advice		500		-
Total		17,500		17,000

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.

 

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PART IV

Item 15. Exhibits

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

3.1	Articles of Incorporation**
3.2	Bylaws**
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”

_____________

*	Filed herewith.
**	As filed in the Registrant’s Registration Statement on Form S-1 (File No. 333-208237)

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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.
Date: November 29, 2018	By:	/s/ Yap Kit Chuan
	Name:	YAP KIT CHUAN
	Title:	President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company

 

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