As filed with the Securities and Exchange Commission on December 31, 2015March 14, 2016
Registration No. 333-208237
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(AMENDMENT 1)2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FELLAZO CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
30-0840869 3990
(IRS Employer Identification Number) (Primary Standard Industrial
Classification Code Number)
Fellazo Corp.
Str. Malina-Mica, nr 68/11-419,
Chisinau, Republic of Moldova, 2025
Tel. (415) 325-21-51
Email: fellazocorp@gmail.com
(Address and telephone number of principal executive offices)
INCORP SERVICES, INC.
2360 CORPORATE CIRCLE, STE. 400
HENDERSON, NEVADA 89074-7722
Tel. (702) 866-2500
(Name, address and telephone number of agent for service)
Copies To:
Andrew J. Befumo, Attorney at Law
Befumo & Schaeffer, PLLC
16217 Shadow Drive
Culpeper, VA 22701
andrew@befumolaw.com
Phone: (718) 737-8657
Fax: (202) 478-2900
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X}
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
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]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Securities to Amount To Be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price Fee
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Common Stock: 8,000,000 $0.01 $80,000 $8.06
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(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-1 for Fellazo Corp.
is being filed for the sole purpose of updating the Auditor's consent included
as an exhibit to the Registration Statement.
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE
REQUIREMENT FOR THE OFFERING TO PROCEED.
FELLAZO CORP.
8,000,000 SHARES OF COMMON STOCK
$0.01 PER SHARE
This is the initial offering of common stock of Fellazo Corp. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 8,000,000 shares of common stock at a fixed price of $0.01 per
share. We estimate our total offering registration costs to be approximately
$7,000. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The offering is being conducted on a self-underwritten, best
efforts basis, which means our President, Galina Hripcenco, will attempt to sell
the shares. We are making this offering without the involvement of underwriters
or broker-dealers.
This Prospectus will permit our President to sell the shares directly to the
public, with no commission or other remuneration payable to her for any shares
she may sell. Ms. Hripcenco will be selling all the shares registered herein. In
offering the securities on our behalf, she will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1 under the Securities and
Exchange Act of 1934. The shares will be offered at a fixed price of $0.01 per
share for a period of two hundred and forty (240) days from the effective date
of this prospectus. The offering shall terminate on the earlier of (i) when the
offering period ends (240 days from the effective date of this prospectus), (ii)
the date when the sale of all 8,000,000 shares is completed, (iii) when the
Board of Directors decides that it is in the best interest of the Company to
terminate the offering prior the completion of the sale of all 8,000,000 shares
registered under the Registration Statement of which this Prospectus is part.
Fellazo Corp. is a development stage company that has recently started its
operations. To date we have been involved primarily in organizational
activities. We do not have sufficient capital for operations. We have generated
limited revenues to the date of $3,800 from selling printed products to our
first customer Persic-Adv, Ltd., the Sale Contract is filed as Exhibit 10.3 to
the Registration Statement of which this Prospectus forms a part. As of the day
of this filing we have signed an agreement with one additional customer
Marat-Somp, SRL for the total amount of $7,000, which is filed as Exhibit 10.4
to the Registration Statement of which this Prospectus forms a part and
generated limited revenues of $2,500$3,370 from selling our printed products to this
customer. Any investment in the shares offered herein involves a high degree of
risk. You should only purchase shares if you can afford a loss of your
investment. Our independent registered public accountant has issued an audit
opinion, which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
We have not made any arrangements to place funds in an escrow, trust or similar
account. Accordingly, if we file for bankruptcy protection or creditors against
us file a petition for involuntary bankruptcy, your funds will become part of
the bankruptcy estate and administered according to the bankruptcy laws. If a
creditor sues us and obtains a judgment against us, the creditor could garnish
the bank account and take possession of the subscriptions. As such, it is
possible that a creditor could attach your subscription, which could preclude or
delay the return of money to you. If that happens, you will lose your investment
and your funds will be used to pay the creditors.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board or other quotation service. To be
eligible for quotation, issuers must remain current in their quarterly and
annual filings with the SEC. If we are not able to pay the expenses associated
with our reporting obligations we will not be able to apply for quotation on the
OTC Bulletin Board or other quotation service. We do not yet have a market maker
who has agreed to file such application. There can be no assurance that our
common stock will ever be quoted on a stock exchange or a quotation service or
that any market for our stock will develop.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 11 BEFORE BUYING ANY
SHARES OF FELLAZO CORP.'S COMMON STOCK.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED DECEMBER 31, 2015MARCH 14, 2016
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 11
USE OF PROCEEDS 11
DETERMINATION OF OFFERING PRICE 12
DILUTION 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 12
DESCRIPTION OF BUSINESS 18
LEGAL PROCEEDINGS 21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 22
EXECUTIVE COMPENSATION 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 24
PLAN OF DISTRIBUTION 25
DESCRIPTION OF SECURITIES 26
INDEMNIFICATION 27
INTERESTS OF NAMED EXPERTS AND COUNSEL 28
EXPERTS 28
LEGAL MATTERS 28
AVAILABLE INFORMATION 28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 28
INDEX TO THE FINANCIAL STATEMENTS 29
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "FELLAZO CORP." REFERS TO FELLAZO CORP. THE FOLLOWING SUMMARY DOES
NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ
THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.
FELLAZO CORP.
We are a development stage company, which has commenced operations in billboard,
banner and large format printing in Republic of Moldova. The printing service
commonly used in advertising, marketing and business areas. Our target markets
are advertising agencies, sewing shops, design studios and private clients. To
date we have purchase one cutting plotter from HARTLAND IMPEX LP, entered into
one year Commercial Lease Agreement, signed Sale ContractContracts with two customers
Persic-Adv, Ltd and Marat-Somp, SRL, receive revenues of $3,800 and $2,500$3,370 from
these customers respectively.
Fellazo Corp. was incorporated in Nevada on May 28, 2014. We intend to use the
net proceeds from this offering to develop our business operations (See
"Description of Business" and "Use of Proceeds"). To implement our plan of
operations we require a minimum of $20,000 for the next twelve months as
described in our Plan of Operations. There is no assurance that we will generate
any revenue in the first 12 months after completion our offering or ever
generate any additional revenue.
Being a development stage company, we have very limited operating history. If we
do not generate any revenue we may need a minimum of $8,000 of additional
funding to pay for ongoing SEC filing requirements. We have an Interest-free
Loan Agreement with Galina Hripcenco, our sole officer and director, which
evidences that Ms. Hripcenco will loan $20,000 to Fellazo Corp. on in case if
the Company needs additional financing, this agreement is filed as Exhibit 10.1
to the Registration Statement of which this Prospectus forms a part. Our
principal executive office is located at str. Malina-Mica, nr 68/11- 419,
Chisinau, Republic of Moldova, 2025. Our phone number is (415) 325-21-51.
From (inception) May 28, 2014 until the date of this filing, we have had limited
operating activities. Our financial statements from May 28, 2014 (inception)
through November 30, 2015,February 29, 2016, report limited revenues of $3,800$7,170 and a net loss of
$7,168. As of the day of this prospectus the Company has generated limited
revenues of $2,500 from selling its products to Fellazo Corp.'s second customer
Marat-Somp, SRL.$7,588. Our independent registered public accounting firm has issued an audit
opinion for Fellazo Corp., which includes a statement expressing substantial
doubt as to our ability to continue as a going concern.
As we have limited operating history and limited revenues we are a "shell
company", as applicable federal securities law defines that term. We expect that
we will continue to be a "shell company" until we have more operations and have
substantial revenues and assets. We anticipate that if we receive $80,000 from
this offering we should have enough money to expand our business of large format
printing, which will be sufficient to cause us to not be considered as a "shell
company". We cannot provide any guarantee or assurance, that in the event we
raise $80,000 from this offering we will have enough money to engage in
profitable operations. During the time that we are a "shell company", holders of
our restricted securities will not be able to rely on Rule 144 in connection
with the sale of those restricted securities.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Proceeds from this offering are required for us to proceed with your business
plan over the next twelve months. We require minimum funding of approximately
$20,000 to conduct our proposed operations and pay all expenses for a minimum
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period of one year including expenses associated with this offering and
maintaining a reporting status with the SEC. If we are unable to obtain minimum
funding of approximately $20,000, we will utilize funds from Ms. Hripcenco in
accordance to the Interest-free Loan Agreement, which is filed as Exhibit 10.1
to the Registration Statement of which this Prospectus forms a part. Since we
are presently in the development stage of our business, we can provide no
assurance that we will successfully sell any products or services related to our
planned activities.
THE OFFERING
The Issuer: FELLAZO CORP.
Securities Being Offered: 8,000,000 shares of common stock.
Price Per Share: $0.01
Duration of the Offering: The shares will be offered for a period of two
hundred and forty (240) days from the effective
date of this prospectus. The offering shall
terminate on the earlier of (i) when the
offering period ends (240 days from the
effective date of this prospectus), (ii) the
date when the sale of all 8,000,000 shares is
completed, (iii) when the Board of Directors
decides that it is in the best interest of the
Company to terminate the offering prior the
completion of the sale of all 8,000,000 shares
registered under the Registration Statement of
which this Prospectus is part.
Gross Proceeds from selling
100% of shares: $80,000
Gross Proceeds from selling
75% of shares: $60,000
Gross Proceeds from selling
50% of shares: $40,000
Gross Proceeds from selling
25% of shares: $20,000
Gross Proceeds from selling
10% of shares $ 8,000
Further more, if the Company does not sell any
shares from this offering, it will not receive
gross proceeds accordingly.
Securities Issued and
Outstanding: There are 3,000,000 shares of common stock
issued and outstanding as of the date of this
prospectus, held by our sole officer and
director, Galina Hripcenco. If we are successful
at selling all the shares in this offering, we
will have 11,000,000 shares issued and
outstanding.
Subscriptions: All subscriptions once accepted by us are
irrevocable.
Registration Costs: We estimate our total offering registration
costs to be approximately $7,000.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
4
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from May 28, 2014 (Inception) to August 31, 2015.
FINANCIAL SUMMARY
August 31, 2015 ($)
-------------------
(Audited)
Cash 2,284
Total Assets 4,7347,329
Total Liabilities 9,129
Total Stockholder's Deficit (1,800)
STATEMENT OF OPERATIONS
Accumulated From
May 28, 2014
(Inception) to
August 31, 2015 ($)
-------------------
(Audited)
Total Expenses (5,900)(5,990)
Net Loss for the Period (4,621)
Net Loss per Share (0.00)
The tables and information below are derived from our unaudited financial
statements for the period the threesix months period ending November 30, 2015.ended February 29, 2016.
FINANCIAL SUMMARY
November 30, 2015February 29, 2016 ($)
---------------------
(Unaudited)
Cash 526279
Total Assets 2,6274,835
Total Liabilities 9,4379,423
Total Stockholder's Deficit (4,347)(4,588)
STATEMENT OF OPERATIONS
November 30, 2015February 29, 2016 ($)
---------------------
(Unadited)
Total Expenses (4,198)(2,885)
Net Loss for the Period (2,547)(241)
Net Loss per Share (0.00)
5
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED WITH OUR BUSINESS
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR FELLAZO CORP., WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period May 28, 2014
(inception) through November 30, 2015February 29, 2016 we had limited revenues of $3,800$7,170 from
selling our printed products to our first customer Persic-Adv, Ltdcustomers and a net loss of $7,168. As of the day of this prospectus the Company has generated
limited revenues of $2,500 from selling its products to Fellazo Corp.'s second
customer Marat-Somp, SRL.$7,588. Our
independent auditor has expressed a doubt about our ability to continue as a
going concern. In view of these matters, recoverability of any asset amounts
shown in the accompanying financial statements is dependent upon our ability to
continue operations and to achieve a level of profitability.
WE OPERATE IN A COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE WITH
OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH
FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a competitive environment. Our competition includes large, small
and midsized companies, and many of them may sell similar large format printed
products in our markets at competitive prices in Republic of Moldova. This
competitive environment could materially adversely affect our business,
financial condition, results of operations, cash flows and prospects.
OUR SALE CONTRACT WITH OUR CUSTOMER PERSIC-ADV, LTD HAS NO MINIMUM PURCHASE
REQUIREMENTS.
We currently have one signed Sale Contact with Persic-Adv, Ltd, which is filed
as Exhibit 10.3 to the Registration Statement of which this Prospectus forms a
part. As of November 30, 2015 ,February 29, 2016, we have generated limited revenues of $3,800 from
selling our printed products to this customer. Pursuant to the terms of this
Contract, there are no minimum purchase obligations. Accordingly, we might not
generate any further revenue from our first Sale contract.
The Company also has signed Sale Contract with Marat-Somp, SRL, which has an
obligation of product purchasing minimum for $7,000.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We were incorporated on May 28, 2014 and to date have been involved primarily in
organization activities. Accordingly, we have no way to evaluate the likelihood
that our business will be successful. Potential investors should be aware of the
difficulties normally encountered by new companies and the high rate of failure
of such enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the operations that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to the
6
ability to generate sufficient cash flow to operate our business, and additional
costs and expenses that may exceed current estimates. We anticipate that we will
incur increased operating expenses without realizing any additional revenues. We
expect to incur significant losses into the foreseeable future. We recognize
that if the effectiveness of our business plan is not forthcoming, we will not
be able to continue business operations. There is no history upon which to base
any assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any additional operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely be unsuccessful.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock, from selling our large format printed products and from
our sole officer and director Ms. Hripcenco's loan. The Interest-free Loan
Agreement between Fellazo Corp. and Galina Hripcenco is filed as Exhibit 10.1 to
the Registration Statement of which this Prospectus forms a part. Additional
stock issuances will cause stockholders' interests in our company to be diluted.
Such dilution will negatively affect the value of an investor's shares.
WE HAVE TWO CUSTOMERS AND WE CANNOT GUARANTEE WE WILL EVER HAVE ANY OTHER
CUSTOMER. EVEN IF WE OBTAIN CUSTOMERS, THERE IS NO ASSURANCE THAT WE WILL BE
ABLE TO GENERATE A PROFIT. IF THAT OCCURS OUR OPERATIONS CAN BE HARMED.
We plan that our revenue will come from the production and distribution of large
format printed products therefore we need to attract enough customers to buy our
product. We have identified just two customers Persic-Adv Ltd and Marat-Somp,
SRL, Sale Agreement with them are filed as Exhibit 10.3 and Exhibit 10.4 to the
Registration Statement of which this Prospectus forms a part, and we cannot
guarantee that we will ever have any other customers. Even if we obtain more
customers to buy our product, there is no guarantee that we will make a profit.
If we are unable to attract enough customers to operate profitably our
operations could be harmed.
BECAUSE OUR PRINCIPAL ASSETS ARE LOCATED OUTSIDE OF THE UNITED STATES AND GALINA
HRIPCENCO, OUR SOLE DIRECTOR AND OFFICER, RESIDES OUTSIDE OF THE UNITED STATES,
IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL
SECURITIES LAWS AGAINST US AND/OR MS. HRIPCENCO, OR TO ENFORCE A JUDGMENT
RENDERED BY A UNITED STATES COURT AGAINST US OR MS. HRIPCENCO.
Our principal operations and assets are located outside of the United States,
and Galina Hripcenco, our sole officer and director is a non-resident of the
United States. Therefore, it may be difficult to effect service of process on
Ms. Hripcenco in the United States, and it may be difficult to enforce any
judgment rendered against Ms. Hripcenco. As a result, it may be difficult or
impossible for an investor to bring an action against Ms. Hripcenco, in the
event that an investor believes that such investor's rights have been infringed
under the U.S. securities laws, or otherwise. Even if an investor is successful
in bringing an action of this kind, the laws of Republic of Moldova may render
that investor unable to enforce a judgment against the assets of Ms. Hripcenco.
As a result, our shareholders may have more difficulty in protecting their
interests through actions against our management, director or major shareholder,
compared to shareholders of a corporation doing business and whose officers and
directors reside within the United States.
PRICE COMPETITION COULD NEGATIVELY AFFECT OUR GROSS MARGINS.
7
Price competition could negatively affect our operating results. To respond to
competitive pricing pressures, we will have to offer our products at lower
prices in order to retain or gain market share and customers. If our competitors
offer discounts on products in the future, we will need to lower prices to match
the competition, which could adversely affect our gross margins and operating
results.
BECAUSE OUR SOLE OFFICER AND DIRECTOR GALINA HRIPCENCO HAS OTHER INTERESTS, SHE
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, WHICH COULD AFFECT REVENUE.
Galina Hripcenco, our sole officer and director will devote approximately twenty
hours per week providing management services to the Company. While she presently
possesses adequate time to attend to our interest, it is possible that the
demands on her from other obligations could increase, with the result that she
would no longer be able to devote sufficient time to the management of our
business. In this case the Company's business development could be negatively
impact.
WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSON, THE LOSS OF WHOM MAY
MATERIALLY AND ADVERSELY AFFECT OUR COMPANY.
Currently, we have only one employee Galina Hripcenco, who is also our sole
officer and director. We depend entirely on Galina Hripcenco for all of our
operations. The loss of Ms. Hripcenco would have a substantial negative effect
on our company and may cause our business to fail. Ms. Hripcenco has not been
compensated for her services since our incorporation, and it is highly unlikely
that she will receive any compensation unless and until we generate substantial
revenues. There is intense competition for skilled personnel and there can be no
assurance that we will be able to attract and retain qualified personnel on
acceptable terms. The loss of Ms. Hripcenco's services could prevent us from
completing the development of our plan of operation and our business. In the
event of the loss of services of such personnel, no assurance can be given that
we will be able to obtain the services of adequate replacement personnel.
We do not have any employment agreements or maintain key person life insurance
policies on our officer and director. We do not anticipate entering into
employment agreements with her or acquiring key man insurance in the foreseeable
future.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Galina Hripcenco, our sole officer
and director has no experience managing a public company, which is required to
establish and maintain disclosure controls and procedures and internal control
over financial reporting. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations, which are required for
a public company that is reporting company with the Securities and Exchange
Commission. However, if we cannot operate successfully as a public company, your
investment may be materially adversely affected.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
8
* Have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* Provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
* Comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* Submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency"; and
* Disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
RISKS ASSOCIATED WITH THIS OFFERING
OUR PRESIDENT, MS. HRIPCENCO DOES NOT HAVE ANY PRIOR EXPERIENCE OFFRERING AND
SELLING SECURITIES, AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE
RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE
AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.
Ms. Hripcenco does not have any experience conducting a securities offering.
Consequently, we may not be able to raise any funds successfully. Also, the
best-effort offering does not require a minimum amount to be raised. If we are
not able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.
BECAUSE THE COMPANY HAS ARBITRARILY SET THE OFFERING PRICE, YOU MAY NOT REALIZE
A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.
The offering price and other terms and conditions relative to the Company's
shares have been arbitrarily determined by us and do not bear any relationship
to assets, earnings, book value or any other objective criteria of value.
Additionally, as the Company was formed on May 28, 2014 and has only a limited
9
operating history and limited revenues, the price of the offered shares is not
based on its past earnings and no investment banker, appraiser or other
independent third party has been consulted concerning the offering price for the
shares or the fairness of the offering price used for the shares, as such our
stockholders may not be able to receive a return on their investment when they
sell their shares of common stock.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our sole officer and director Galina Hripcenco, who will receive no
commissions. There is no guarantee that she will be able to sell any of the
shares. Unless she is successful in receiving the minimum required proceeds in
the amount of $20,000 from this offering, we may have to seek alternative
financing to implement our business plan. The Company also has Interest-free
Loan Agreement with Ms. Hripcenco, which is filed as Exhibit 10.1 to the
Registration Statement of which this Prospectus forms a part, where Ms.
Hripcenco has an obligation to loan minimum needed funds to Fellazo Corp.
THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY DISCOURAGE THE
TRADABILITY OF THE COMPANY'S SECURITIES.
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB") or other quotation service. The
OTCBB is a regulated quotation service that displays real-time quotes, last sale
prices and volume information in over-the-counter securities. The OTCBB is not
an issuer listing service, market or exchange. Although the OTCBB does not have
any listing requirements, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. If we are not able to pay the expenses associated with our reporting
obligations we will not be able to apply for quotation on the OTC Bulletin Board
or other quotation service. Market makers are not permitted to begin quotation
of a security whose issuer does not meet this filing requirement. Securities
already quoted on the OTCBB that become delinquent in their required filings
will be removed following a 30 to 60 day grace period if they do not make their
required filing during that time. We cannot guarantee that our application will
be accepted or approved and our stock listed and quoted for sale. As of the date
of this filing, there have been no discussions or understandings between Fellazo
Corp. and anyone acting on our behalf, with any market maker regarding
participation in a future trading market for our securities. If no market is
ever developed for our common stock, it will be difficult for you to sell any
10
shares you purchase in this offering. In such a case, you may find that you are
unable to achieve any benefit from your investment or liquidate your shares
without considerable delay, if at all. In addition, if we fail to have our
common stock quoted on a public trading market, your common stock will not have
a quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
The estimated cost of this registration statement is $8,000, which will be paid
from offering proceeds. If the offering proceeds are less than registration
cost, we will have to utilize funds from Galina Hripcenco, our sole officer and
director, who has agreed to loan the company funds to complete the registration
process. After the effective date of this prospectus, we will be required to
file annual, quarterly and current reports, or other information with the SEC as
provided by the Securities Exchange Act. We plan to contact a market maker
immediately following the close of the offering and apply to have the shares
quoted on the OTC Electronic Bulletin Board or other quotation service. To be
eligible for quotation, issuers must remain current in their filings with the
SEC. In order for us to remain in compliance we will require future revenues to
cover the cost of these filings, which could comprise a substantial portion of
our available cash resources. The costs associated with being a publicly traded
company in the next 12 months will be approximately $7,000. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for you
to resell any shares you may purchase, if at all. Also, if we are not able to
pay the expenses associated with our reporting obligations we will not be able
to apply for quotation on the OTC Bulletin Board or other quotation service.
THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES
FOR VARIOUS CONSIDERATIONS IN THE FUTURE.
Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 3,000,000 shares are
currently issued and outstanding. If we sell the 8,000,000 shares being offered
in this offering, we would have 11,000,000 shares issued and outstanding. As
discussed in the "Dilution" section below, the issuance of the shares of common
stock described in this prospectus will result in substantial dilution in the
percentage of our common stock held by our existing shareholder. The issuance of
common stock for future services or acquisitions or other corporate actions may
have the effect of diluting the value of the shares held by our investors, and
might have an adverse effect on any trading market for our common stock.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY THIS
PROSPECTUS.
Secondary trading in common stock sold in this offering will not be possible in
any state until the common stock is qualified for sale under the applicable
securities laws of the state or there is confirmation that an exemption, such as
listing in certain recognized securities manuals, is available for secondary
trading in the state. If we fail to register or qualify, or to obtain or verify
an exemption for the secondary trading of, the common stock in any particular
state, the common stock could not be offered or sold to, or purchased by, a
resident of that state. In the event that a significant number of states refuse
to permit secondary trading in our common stock, the liquidity for the common
stock could be significantly impacted thus causing you to realize a loss on your
investment.
11
BECAUSE WE ARE A "SHELL COMPANY", THE HOLDERS OF OUR RESTRICTED SECURITIES WILL
NOT BE ABLE TO SELL THEIR SECURITIES IN RELIANCE ON RULE 144, UNTIL WE CEASE
BEING A "SHELL COMPANY".
We are a "shell company" as the applicable federal securities law defines that
term. Specifically, because of the nature and amount of our assets, our limited
operations history and limited revenues pursuant to applicable federal rules, we
are considered a "shell company". Applicable provisions of Rule 144 specify that
during that time that we are a "shell company" holders of our restricted
securities cannot sell those securities in reliance on Rule 144. Another
implication of us being a "shell company" is that we cannot file registration
statements under Section 5 of the Securities Act using a Form S-8, a short form
of registration to register securities issued to employees and consultants under
an employee benefit plan. For us, to cease being a "shell company", we must have
more than nominal operations and more that nominal assets or assets which do not
consist solely of cash or cash equivalents
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Our offering is being made on a self-underwritten and "best-efforts" basis: no
minimum number of shares must be sold in order for the offering to proceed. The
offering price per share is $0.01. The following table sets forth the uses of
proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the
securities offered for sale by the Company. There is no assurance that we will
raise the full $80,000 as anticipated.
Percentage of
shares sold 25% 50% 75% 100%
------------- ------- ------- ------- -------
Gross proceeds $20,000 $40,000 $60,000 $80,000
Plotters in stock 1 2 3 4
Offering expenses $ 7,000 $ 7,000 $ 7,000 $ 7,000
SEC reporting $ 8,000 $ 8,000 $ 8,000 $ 8,000
Lease expenses $ 3,120 $ 3,120 $ 4,560 $ 4,560
Cutting plotter -- $ 7,500 $14,000 $21,000
Web-site -- $ 2,000 $ 2,900 $ 4,000
Testing -- $ 1,000 $ 1,900 $ 3,000
Supplies $ 980 $ 1,380 $ 3,960 $ 6,000
Marketing $ 800 $ 1,800 $ 5,900 $ 9,200
Salary -- $ 7,800 $10,800 $15,600
Other expenses -- $ 400 $ 980 $ 1,480
The above figures represent only estimated costs. The estimated cost of this
registration statement is $8,000, which will be paid from offering proceeds. If
the offering proceeds are less than registration costs, Galina Hripcenco, our
president and director, has agreed to loan the Company funds to complete the
registration process. Also, these loans would be necessary if the proceeds from
this offering will not be sufficient to implement our business plan and maintain
reporting status and quotation on the OTC Electronic Bulletin Board or other
quotation service when and if our common stocks become eligible for trading on
the Over-the-Counter Bulletin Board or other quotation service. Ms. Hripcenco
will not be paid any compensation or anything from the proceeds of this
12
offering. There is no due date for the repayment of the funds advanced by Ms.
Hripcenco. Ms. Hripcenco will be repaid from revenues of operations if and when
we generate revenues to pay the obligation.
DETERMINATION OF OFFERING PRICE
We have determined the offering price of the shares arbitrarily. The price does
not bear any relationship to our assets, book value, revenues, or other
established criteria for valuing a privately held company. In determining the
number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the Offering price and the net
tangible book value per share immediately after completion of this Offering. Net
tangible book value is the amount that results from subtracting total
liabilities and from total assets. Dilution arises mainly as a result of our
arbitrary determination of the Offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of the lower
book value of the shares held by our existing stockholder.
The historical net tangible book value as of November 30, 2015February 29, 2016 was negative
$4,347$4,588 or approximately $0 per share. Historical net tangible book value per
share of common stock is equal to our total tangible assets less total
liabilities, divided by the number of shares of common stock outstanding as of
November 30, 2015.February 29, 2016.
The following table sets forth as of November 30, 2015,February 29, 2016, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
25%, 50%, 75% or 100% of the offering, after deduction of offering expenses
payable by us, assuming a purchase price in this offering of $0.01 per share of
common stock.
Funding level 100% 75% 50% 25%
------------- ----------- ---------- ---------- ----------
Proceeds $ 80,000 $ 60,000 $ 40,000 $ 20,000
Shares outstanding 11,000,000 9,000,000 7,000,000 5,000,000
Offering price per share $ 0.01 $ 0.01 $ 0.01 $ 0.01
Net tangible book value
per share prior to offering $ 0 $ 0 $ 0 $ 0
Increase per Share attributable
to Investors $ 0.0062 $ 0.0054 $ 0.0041 $ 0.0017
Pro forma net tangible book value
per share after offering $ 0.0062 $ 0.0054 $ 0.0041 $ 0.0017
Dilution to investors $ 0.0038 $ 0.0046 $ 0.0059 $ 0.0083
Dilution as a percentage of
offering price 38% 46% 59% 83%
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
13
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* Have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* Provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
* Comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* Submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency"; and
* Disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
OurAs of February 29, 2016 our cash balance is $526,$279, and the loaned amount fromdue to our
director is $8,024 as
of November 30, 2015.$8,023. We have been utilizing and may utilize funds from Galina
Hripcenco, our Chairman and President, who has agreed to advance funds to allow
us to pay for offering costs, filing fees, and professional fees. In order to
implement our plan of operations for the next twelve-month period, we require a
minimum of $20,000 of funding from this offering. Being a development stage
company, we have very limited operating history. In case if the Company will not
raise minimum needed amount of $20,000 from this offering, its sole officer and
director will loan this sum for first twelve month period of our operation, in
accordance to our Plan of Operation section. Ms. Hripcenco has signed
Interest-free Loan agreement with terms and conditions of this loan, and it is
filed as Exhibit 10.1 to the Registration Statement of which this Prospectus
forms a part. After twelve months period we may need additional financing. The
Company has no current plans to merge with another operating company. Our
principal executive office is located at str. Malina-Mica, nr 68/11- 419,
Chisinau, Republic of Moldova, 2025. Our phone number is (415) 325-21-51.
We are a development stage company and have generated limited revenue of $3,800$7,170
as of November 30, 2015February 29, 2016 from selling our printed products to our first customer
Persic-Adv Ltd. As of the day of this prospectus the Company has generated
limited revenues of $2,500 from selling its products to Fellazo Corp.'s second
customer Marat-Somp, SRL.customers. Our
full business plan entails activities described in
14
the Plan of Operation section
below. Long term financing beyond the maximum aggregate amount of this offering
14
may be required to expand our business. The exact amount of funding will depend
on the scale of our development and expansion. We do not currently have planned
our expansion, and we have not decided yet on the scale of our development and
expansion and on exact amount of funding needed for our long term financing.
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills.
To meet our need for cash, we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
continue our proposed operations, but we cannot guarantee that once we continue
operations we will stay in business after doing so. If we are unable to
successfully find additional customers we may quickly use up the proceeds from
this offering and will need to find alternative sources. At the present time, we
have made one Interest-free Loan Arrangement to raise additional funds from Ms.
Hripcenco, our sole officer and director, which is filed as Exhibit 10.1 to the
Registration Statement of which this Prospectus forms a part, in the event we do
not raise the minimum required proceeds, other than through this offering. Also
as an alternative source of funds we are planning to sell our large printed
products to our existing customer Persic-Adv Ltd and future customers.
PLAN OF OPERATIONS
After the effectiveness of our registration statement by the Securities and
Exchange Commissions, we intend to concentrate our efforts on raising capital.
During this period, our operations will be limited due to the limited amount of
funds on hand. Upon completion of our public offering, our specific goal is to
profitably distribute our product. Our plan of operations following the
completion is as follows:
Establish our Office
Month 1st
Expenses: $3,120 - $4,560
Our president and director, Galina Hripcenco will take care of our initial
administrative duties. We have already rent an office under Commercial Lease
Agreement, which is filed as Exhibit 10.2 to the Registration Statement of which
this Prospectus forms a part, and paid lease expenses for the period of 3 months
($260 per month, $780 for 3 months period) in the center of Chisinau, which will
suite us both as office and as production area. In this office we can also place
our second plotter, if we sell 50% of shares from this offering.
In case of selling 75% or all of the offered shares in this offing we will rent
bigger office for our production and distribution process and we believe it will
cost us around $380 per month and $4,560 per year to lease bigger office.
Ordering cutting plotters
Month 2nd
Expenses: $6,000 - $18,000
We have already purchased one plotter from HARTLAND IMPEX LP and installed it at
our location in Chisinau, Republic of Moldova. If we raise 25% of offered shares
we will not be able to purchase additional cutting plotter. In case if we sell
50% of all shares in this offer, we will purchase two additional cutting
plotters for the cost of $6,000, including costs of transportation, customs and
taxes. If we sell 75% of all shares we will buy four cutting plotters with the
total price of $12,000 and if we sell all shares in this offering we will buy
15
six cutting plotters with the total price of $18,000. The one cutting plotter,
which we have already purchased, is used only for production process.
Installation and testing
Month 3rd
Expenses: $1,000 - $3,000 (depending on the number of purchased plotters).
Once our additional plotters, which we are planning to purchase in case of
selling 50% (two additional cutting plotters), 75% (four additional cutting
plotters), 100% (six additional cutting plotters) shares through this offering,
need to be tasted before they can be used for production process. In case of
raising $40,000 from selling our shares we will spend for testing $1,000, if we
raise $60,000 from selling our shares the testing costs will be $1,900, and in
case of selling all of the shares through this offering testing of three
additional plotters will be $3,000. The price of testing also includes service
of electricians and IT-specialists for installing our plotters.
Develop Our Website
Months 2nd-3rd
Expenses: $2,000 - $4,000
During this period and if we sell 50% of the shares we intend to begin
developing our website. We have already register a domain name www.fellazo.com
and filled our initial webpage with basic information. We plan to hire a web
designer to help us with designing and developing our website. We do not have
any written agreements with any web designers at current time. The website
development costs, including website design and various implementations will be
$2,000. The website will be a simple if we sell 50% of the shares. If we manage
to sell 75% or 100%, we will spend $2,900 and $4,000 respectively to make our
website more sophisticated and attractive for clients. Updating and improving
our website will continue throughout the lifetime of our operations.
Supplies
Months 3rd - 4th
Expenses: $980 - $9,160.
We plan to purchase raw materials in accordance with sales volumes, but keep the
stock not lower than represented calculations, which we believe will correspond
to minimal sales volumes. We will purchase basic needed materials and keep them
available for the production process. In accordance to the finance attracted,
our expenses for raw materials will be as following:
Sold shares from the offering Cost of materials in stock
----------------------------- --------------------------
25% shares sold, $20,000 raised financing $ 980
50% shares sold, $40,000 raised financing $2,880
75% shares sold, $60,000 raised financing $5,960
100% shares sold, $80,000 raised financing $9,160
Establish relationship with Potential Clients'
Months 4th - 12th
Expenses: $0
We have already identified two customers Persic-Adv, Ltd and Marat-Somp, SRL and
we have signed Sale Contract with them, which are filed as Exhibit 10.3 and
Exhibit 10.4 respectively to the Registration Statement of which this Prospectus
16
forms a part. Our sole officer and director Ms. Hripcenco is responsible for the
relations with our current and future clients. She is planning to contact and
might sign a contacts with several companies, such as Dext-Art SRL, Sezon,
Sharm, Dimensus Studio SRL. Ms. Hripcenco believes they might be interested in
our products.
Hiring personnel
Months 4th - 12th
Expenses: $7,800 - $15,600
We intend to hire one sales manager with experience in sales. His job would be
finding new potential customers and signing contracts with them. Estimated
salary is 15% of monthly sales.
We might also hire an employee, who will maintain cutting plotters and help with
production process. This person will be hired part-time if we sell 50% of the
shares from this offering and if we manage to sell 75% or all of the shares in
this offering the employee will be hired on a full-time position. Monthly salary
of one employee at full-time position will be $500 per month (full-time position
- $6,000 per year; part time - $3,000 per year).
We intent to hire a professional designer as our kind of business involves
design process in every production area we cover. It will be a tactical loss for
us if we only work with clients who already have their designs or outsource
design process to some other company. Therefore, once we sell 50% or 75% of the
shares, we will hire a professional designer part-time to create designs for our
clients. If we raise $80,000 we will make it a full-time position. Monthly
salary of professional designer at full-time position will be $800 per month
(full-time position - $9,600 per year; part time - $4,800 per year).
Marketing
Months 5th - 12th
Expenses: $800-$9,200
Following is the table reflecting the way we plan to spend funds allocated for
marketing:
Banners,
light boxes,
Free samples/ Flyers and Internet billboards,
Shares sold gifts booklets advertising media Total
----------- ----- -------- ----------- ----- -----
25% $ 400 $ 500 -- -- $ 900
50% $ 400 $ 400 $1,000 -- $1,800
75% $1,100 $1,000 $1,800 $2,000 $5,900
100% $1,500 $1,500 $3,000 $3,200 $9,200
Other expenses
Months 1st - 12th
Expenses: $400 - $1,480
Other expenses may be required for: purchase of office equipment, Internet,
telephone, office supplies, etc. At first stage we will use office equipment
provided by our sole officer and director Galina Hripcenco. We plan to purchase
new laptop, printer, telephone, etc. If we raise $80,000 we may consider
purchasing a flat screen TV to our office, so the clients will be able to see
the products we can offer and consequently designs of their orders on large
screen TV.
17
FINANCE
We plan to implement our business plan as soon as funds from public offering
become available. The following table sets forth our 12 months budgeted costs
assuming the sale of 25%, 50%, 75% and 100% of the shares, respectively. There
is no assurance that we will raise the full $80,000 as anticipated.
Percentage of
shares sold 25% 50% 75% 100%
------------- ------- ------- ------- -------
Gross proceeds $20,000 $40,000 $60,000 $80,000
Plotters in stock 1 3 5 7
Offering expenses $ 7,000 $ 7,000 $ 7,000 $ 7,000
SEC reporting $ 8,000 $ 8,000 $ 8,000 $ 8,000
Lease expenses $ 3,120 $ 3,120 $ 4,560 $ 4,560
Cutting plotter -- $ 6,000 $12,000 $18,000
Web-site -- $ 2,000 $ 2,900 $ 4,000
Testing -- $ 1,000 $ 1,900 $ 3,000
Supplies $ 980 $ 2,880 $ 5,960 $ 9,160
Marketing $ 900 $ 1,800 $ 5,900 $ 9,200
Salary -- $ 7,800 $10,800 $15,600
Other expenses -- $ 400 $ 980 $ 1,480
The above figures represent only estimated costs.
In summary, during 1st-4th month we should establish our office and develop our
website. After this point we should be ready to start more significant
operations and generate additional revenue. During months 5th -12th we will be
developing our marketing campaign. There is now assurance that we will generate
any additional revenue in the first 12 months after completion our offering.
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.
LIMITED OPERATING HISTORY; ADDITIONAL CAPITAL NEEDS
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have
generated limited revenues of $3,800$7,170 from selling our printed products for our
first customer Persic-Adv Ltd.customers. As of the date of this prospectus we have singed additional Sale
Contract with Marat-Somp, SRL and generated limited revenues of $2,500$3,370 from
selling our products to this customer. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in services
and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholder. Currently we have one Interest-free
Loan Agreement for additional financing from our sole officer and director Ms.
Hripcenco, which is filed as Exhibit 10.1 to the Registration Statement of which
this Prospectus forms a part.
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RESULTS OF OPERATIONS
FROM INCEPTION ON MAY 28, 2014 TO NOVEMBER 30, 2015FEBRUARY 29, 2016
During the period we incorporated the company, prepared a business plan and
purchased one piece of equipment, our cutting plotter from HARTLAND IMPEX LP.
Our net loss since inception is $7,168.$7,588. We have recently commenced our operation
and as of November 30, 2015February 29, 2016 we have generated limited revenues of $3,800$7,170 from
selling our printed products to our first customer. As of the day of this
prospectus the Company has generated limited revenues of $2,500 from selling its
products to Fellazo Corp.'s second customer Marat-Somp, SRL.customers.
Since inception, we have sold 3,000,000 shares of common stock to our sole
officer and director Galina Hripcenco for net proceeds of $3,000.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2015,February 29, 2016, the Company had $526$279 cash and our liabilities were
$9,437,$9,423, comprising $8,024$8,023 owed to Galina Hripcenco, our sole officer and
director. Significant amounts of the Company's cash and current assets will be
located offshore. The available capital reserves of the Company are not
sufficient for the Company to remain operational. We require minimum funding of
approximately $20,000 to conduct our proposed operations and pay all expenses
for a minimum period of one year including expenses associated with this
offering and maintaining a reporting status with the SEC.
Since inception, we have sold 3,000,000 shares of common stocks to our sole
officer and director, at a price of $0.001 per share, for aggregate proceeds of
$3,000.
We are attempting to raise funds to proceed with our plan of operation. We will
have to utilize funds from Galina Hripcenco, our sole officer and director, who
has agreed to loan the company funds to complete the registration process if
offering proceeds are less than registration costs. However, Ms. Hripcenco has
signed Interest-free Loan Agreement for presenting funds to Company on demand,
this agreement is filed as Exhibit 10.1 to the Registration Statement of which
this Prospectus forms a part. To proceed with our operations within 12 months,
we need a minimum of $20,000. We cannot guarantee that we will be able to sell
all the shares required to satisfy our 12 months financial requirement. If we
are successful, any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. We will attempt to raise at least
minimum funds of $20,000 necessary to proceed with our Plan of operation. In a
long term we may need additional financing.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. Our sources for cash at this time
are investments by others in this offering, loan from our sole officer and
director and funds from selling our printed products to potential and existing
customers. We must raise cash to implement our plan of operation and stay in
business. The amount of the offering will likely allow us to operate for at
least one year and have the capital resources required to cover the material
costs with becoming a publicly reporting. The company anticipates over the next
12 months the cost of being a reporting public company will be approximately
$8,000.
The Company will have to meet all the financial disclosure and reporting
requirements associated with being a publicly reporting company. The Company's
management will have to spend additional time on policies and procedures to make
sure it is compliant with various regulatory requirements, especially that of
Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate
governance time required of management could limit the amount of time management
has to implement is business plan and impede the speed of its operations.
19
DESCRIPTION OF BUSINESS
GENERAL
Fellazo Corp. was incorporated on May 28, 2014 in the State of Nevada and
established fiscal year on August 31. We have recently started our operations.
To the date November 30, 2015February 29, 2016 our company possesses minimal assets, has
generated limited revenues of $3,800$7,170 from selling printed products to its first
customer and incurred losses since inception of $7,168. As of the day of this
prospectus the Company has generated limited revenues of $2,500 from selling its
products to Fellazo Corp.'s second customer Marat-Somp, SRL.$7,588. We specialize in
billboard, banner and large format printing.
We have purchase one cutting plotter from HARTLAND IMPEX LP, entered into one
year Commercial Lease Agreement, signed Sale Contract with our first customer
Persic-Adv, Ltd and receive revenues of $3,800 from this customer and also the
Company receive limited revenues of $2,500$3,370 from selling the Company's products
to Marat-Somp, SRL, our second customer, the Sale Contract with this customer
filed as Exhibit 10.4 to the Registration Statement of which this Prospectus
forms a part.
We decided to start our activities from Chisinau, Moldova, where we have located
our first cutting plotter. We plan to expand our operations in compliance with
the number of the shares sold.
Proceeds we plan to raise from this offering are necessary to start our plan of
operations. We have foreseen for different number of shares to be sold in this
offering, which are 25%, 50%, 75% and 100% of the shares sold. The minimum
estimated amount of assets necessary to start our operations is $20,000. We need
these assets to pay for our legal offering, purchase raw materials, marketing
and administrative costs. We are a development stage company and there is no
assurance that without financing will ever become profitable.
PRODUCT OVERVIEW
Fellazo Corp offers following products:
1. Billboard printing, large format printing
High quality printing feature of our plotter and broadside printing
capabilities enable us to produce billboard advertisements. Despite
advertising last days has been converted to electronic banners, billboards
still remain one of the main and efficient advertisement types.
2. Printing and cutting thermal transfer films
Thermal transfer films with printed image or text on them are widely used
in clothing industry. Our plotter is able to print images and/or text on
such film and cut it out, so that afterwards it can be applied to almost
any other type of clothing.
3. Printing and cutting designer film
Many banners and light boxes are made using designer film with printed
company name and logo. With help of our cutting plotter we can cut logos
and text from designer film, such as Oracal and Avery.
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4. Production of car stickers
Bumper stickers, images or any other ornaments can be produced using our
cutting plotter. Many people want to make their car look unique - this is
what we can help them with.
CUTTING PLOTTER
We have already purchased one cutting plotter BJ-67S for our operations from
HARTLAND IMPEX LP. This equipment does not require any special technical skills
for manufacture process. Cutting plotter delivery set includes the plotter
itself and supplies for testing. Cost of cutting plotter is $5,000, which
includes prime cost, delivery cost, customs clearance and insurance described as
following:
Plotter prime cost $2,000
Raw materials $1,790
Shipping costs and VAT $1,210
TOTAL COST $5,000
Cutting plotter is portable, easy to operate and simple in maintenance.
Technical characteristics are as following:
Series: BJ-67S
Power: 50 Hz
Weight: 250kg
Dimensions: 2700mm*1000mm*1000mm
Print and cut width: 1,61.6 meters
RAW MATERIALS
We plan to keep stock of following raw materials necessary for our operations:
outdoor billboard paper, thermal transfer film, Oracle and Avery designer films,
vinyl water resistant paper, printer ink. Other kinds of materials for
manufacture we may consider adding in the course of operations and can always
order upon client's request.
POTENTIAL CUSTOMERS
In the opening stage of our operations our President and Director, Galina
Hripcenco will put on market our printed product and negotiate with potential
and existing customers. We intend to develop and maintain client database with
customers who may want to order our products. We will follow up with our
customers and offer them free samples and special discounts from time to time.
We expect that our potential clients may be:
1. Advertising agencies.
2. Sewing shops.
3. Car design studios.
4. Private clients.
Regular clients with small orders may be provided a 5% discount at the
discretion of our Director. Distributors and partners will get 30% discount.
21
As of November 30, 2015February 29, 2016 Fellazo Corp. has identify oneentered into two sale contracts with
two customer, Persic-Adv Ltd
and singed Sale Contract with them, which isare filed as Exhibit 10.3 and Exhibit 10.4 to the
Registration Statement of which this Prospectus forms a part. The Company has
received payment of $3,800 for selling printed products to this customer. As of the day of
this prospectus the Company has generated limited revenues of $2,500$7,170 from
selling its products to Fellazo Corp.'s second customer Marat-Somp, SRL.
The Sale Contract with this customer for the total amount of $7,000 is filed as
Exhibit 10.4 to the Registration Statement of which this Prospectus forms a
part.customers.
STORAGE AND DELIVERY
The product produced by Fellazo Corp does not require any storage facilities, as
it will be produced directly for each order. The number of demonstration samples
to be kept is insignificant and does not require any special premises for
storage. We are going to sign a contract with local delivery company, such as
DHL Moldova, Unipost-Express, on regular basis. Term of delivery shall be not
more than 7 days, which shall include product production and delivery to the
client. We have not signed any contracts with delivery company yet.
EMPLOYEES
We are a development stage companyThe Company has recently started its operations and currently havehas no employees,
other than our sole officer and director, Galina Hripcenco, who will initially
perform all work in production and organization of our business.
COMPETITION
The industry we are entering is concentrated and competitive. Competitors will
include companies with substantial customer bases and working history. There can
be no assurance that we can maintain a competitive position against current or
future competitors, particularly those with greater financial, marketing,
service, technical and other resources. Our failure to maintain a competitive
position within the market could have a material adverse effect on our business,
financial condition and result of operations.
Some of the competitive factors that may affect our business are as follows:
1. Increasing number of competitor.
Other competitors may follow our business model of similar products
manufacture, which will reduce our competitive edge.
2. Price.
Our competitors may be selling similar product at a lower price forcing us
to lower our prices as well and possibly sell our products at loss.
3. New technologies.
Newer trends in advertising market, such as online advertising, new fashion
and new technologies in clothing manufacture, new materials used for car
design instead of vinyl, etc., many of these factors may eventually have
influence to efficiency of our business model.
22
MARKETING
As long as we have different kind of products to offer, our marketing campaign
can involve many possible promotional activities. First of all we plan to use
our logo on all the products we make as a way to raise customer awareness.
We shall hand out our products, such as stickers and t-shirts with funny images
at fairs and car shows. We plan to produce booklets and flyers with company
information. We will place our stands at advertising trade shows offering our
services for outdoor advertising on billboards, banners and light boxes.
LEASE AGREEMENT
We have signed lease agreement as of June 1, 2015 for the term of one year with
Ungureanu Alexandru. The office we rented is located at str. Vasile Lupu 16,
Chisinau 2008, Republic of Moldova on the first floor with total area of 58
square meters.
We provide lease agreement summary as follows:
Fellazo Corp has signed lease agreement as of June 1, 2015 coming into force
August 01, 2015 with Ungureanu Alexandru, Chisinau, Moldova, for one-year term.
The premise allows us to place maximum two cutting plotters and place office
items. According to the agreement we lease office of 58 square meters on the
first floor at str. Vasile Lupu 16, Chisinau 2008, Republic of Moldova. The
agreed annual rental fee is $3,120 for the first year of lease. The agreement
provides for lease renovation for additional one-year term upon notice from
Fellazo Corp.
A copy of the Lease Agreement is filed as exhibit 10.2 to the Registration
Statement of which this Prospectus forms a part.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
GOVERNMENT REGULATION
We will be required to 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.
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);
23
(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.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director are as follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Galina Hripcenco 29 President, Treasurer, Secretary
Str. Malina-Mica, nr 68/11- 419, and Director (Principal Executive,
Chisinau, Republic of Moldova, 2025 and Accounting Officer)
GALINA HRIPCENCO has acted as our President, Treasurer, Secretary and sole
Director since our incorporation on May 28, 2014. Ms. Hripcenco owns 100% of the
outstanding shares of our common stock. Galina Hripcenco was born on August 24,
1986 in Moldova. Ms. Hripcenco is graduated from Moscow institute of
entrepreneurship and law, Tiraspol branch, Republic of Moldova and obtains
bachelor degree in Company management. From 2010 to 2012 Ms. Hripcenco worked
for Interkont Invest SRL, Tiraspol, Republic of Moldova as a sales manger.manager.
Interkont Invest SRL works in consulting area of business. Our sole officer and
director also worked for Echinox, Chisinau, Republic of Moldova, in the same
position of sales manager for a period from 2012 to 2014. The core business of
Echinox is manufacturing of workwear, souvenirs and advertising products.
Ms. Hripcenco had durable experience in sales, which we consider to be of high
importance for our business. Last company Galina Hripcenco has worked for had a
similar kind of business our company is engaged in, which gives her complete
understanding of the process and experience in this area of operations. While
working for Echinox Ms. Hripcenco took a notice on the process of printing and
managing operations of the business. We believe the fact that our sole officer
and director had this experience will help the Company's business and
operations.
During the past ten years, Ms. Hripcenco has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Ms.
Hripcenco 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.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Ms.
Hripcenco's involvement in any type of business, securities or banking
activities.
24
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to violate a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the
right to engage in any activity described in paragraph (f)(3)(i) of
this section, or to be associated with persons engaged in any such
activity.
6. 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.
7. 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. 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 director is appointed to hold office until the next annual meeting of our
stockholders or until her 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 one member, Galina Hripcenco,
who does not qualify 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 existing relationships
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 our management and us.
25
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our Executive Officer from inception on May
28, 2014 until November 30, 2015:February 29, 2016:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Period Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ------ --------- -------- --------- --------- --------------- ----------- --------------- ---------
Galina May 28, -0- -0- -0- -0- -0- -0- -0- -0-
Hripcenco, 2014 to
President, NovemberFebruary
Secretary 30, 201529, 2016
and Treasurer
There are no current employment agreements between the company and its officer.
Ms. Hripcenco has agreed to work with no remuneration until such time as the
company receives sufficient revenues necessary to provide management salaries.
At this time, we cannot accurately estimate when sufficient revenues will occur
to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of November 30, 2015:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Galina Hripcenco -0- -0- -0- -0- -0- -0- -0-
26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Galina Hripcenco will not be paid for any underwriting services that she
performs on our behalf with respect to this offering.
On July 2, 2015, we issued a total of 3,000,000 shares of restricted common
stock to Galina Hripcenco, our sole officer and director in consideration of
$3,000. Further, Ms. Hripcenco has advanced funds to us. As of November 30,
2015,February 29,
2016, Ms. Hripcenco advanced us $8,024.$8,023. There is Interest-free Loan Agreement
between Fellazo Corp. and Galina Hripcenco, which is filed as Exhibit 10.1 to
the Registration Statement of which this Prospectus forms a part. Ms. Hripcenco
will not be repaid from the proceeds of this offering. There is no due date for
the repayment of the funds advanced by Ms. Hripcenco. Ms. Hripcenco will be
repaid from revenues of operations if and when we generate revenues to pay the
obligation. There is no assurance that we will ever generate additional revenues
from our operations. The obligation to Ms. Hripcenco does not bear interest.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of our
common stock shares of owned beneficially as of November 30, 2015February 29, 2016 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.
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of class
-------------- ---------------- -------------------- --------
Common Stock Galina Hripcenco 3,000,000 shares 100%
Str. Malina-Mica, nr 68/11-419, of common stock
Chisinau, Republic of (direct)
Moldova, 2025
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
November 30, 2015,February 29, 2016, there were 3,000,000 shares of our common stock issued and
outstanding.
27
PLAN OF DISTRIBUTION
We are registering 8,000,000 shares of our common stock for sale at the price of
$0.01 per share.
We are making this offering without the use of outside underwriters or
broker-dealers. Galina Hripcenco, our sole executive officer and director will
sell the shares of common stock to be sold by us on our behalf. She will not
receive commissions, proceeds or other compensation from the sale of any shares
on our behalf.
This offering is self-underwritten, which means that it does not involve the
participation of an underwriter or broker, and as a result, no broker for the
sale of our securities will be used. In the event a broker-dealer is retained by
us to participate in the offering, we must file a post-effective amendment to
the registration statement to disclose the arrangements with the broker-dealer,
and that the broker-dealer will be acting as an underwriter and will be so named
in the prospectus. Additionally, FINRA must approve the terms of the
underwriting compensation before the broker-dealer may participate in the
offering.
To the extent required under the Securities Act, a post-effective amendment to
this registration statement will be filed disclosing the name of any
broker-dealers, the number of shares of common stock involved, the price at
which the common stock is to be sold, the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and other facts material to
the transaction.
We are subject to applicable provisions of the Exchange Act and the rules and
regulations under it, including, without limitation, Rule 10b-5 and a
distribution participant under Regulation M. All of the foregoing may affect the
marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us.
PENNY STOCK REGULATIONS
You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9
which generally defines "penny stock" to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC, which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
28
STATE SECURITIES - BLUE SKY LAWS
There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an
indefinite period of time.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Fellazo Corp. has complied. In addition
and without limiting the foregoing, the Company will be subject to applicable
provisions, rules and regulations under the Exchange Act with regard to security
transactions during the period of time when this Registration Statement is
effective.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must:
- Execute and deliver a subscription agreement; and
- Deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "Fellazo Corp." The Company
will deliver stock certificates attributable to shares of common stock purchased
directly to the purchasers.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. We will return all monies from rejected subscriptions
immediately to the subscriber, without interest or deductions. Subscriptions for
securities will be accepted or rejected with letter by mail within 48 hours
after we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of November 30, 2015,February 29, 2016, there were 3,000,000 shares of
our common stock issued and outstanding those were held by one registered
stockholder of record and no shares of preferred stock issued and outstanding.
Our sole officer and director, Galina Hripcenco owns 3,000,000 of outstanding
shares.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have:
29
(i) equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the
Company;
(ii) are entitled to share ratably in all of the assets of the Company
available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of the Company;
(iii)do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights applicable
thereto; and
(iv) are entitled to one non-cumulative vote per share on all matters on
which stock holders may vote. Please refer to the Company's Articles
of Incorporation, Bylaws and the applicable statutes of the State of
Nevada for a more complete description of the rights and liabilities
of holders of the Company's securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
ANTI-TAKEOVER LAW
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
30
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest directly or indirectly, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with Fellazo Corp. or any of its
parents or subsidiaries as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.
EXPERTS
Paritz & Company, P.A., our independent registered public accounting firm, has
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in their audit report.
Paritz & Company, P.A. has presented its report with respect to our audited
financial statements.
LEGAL MATTERS
Befumo & Schaeffer, PLLC has opined on the validity of the shares of common
stock being offered hereby.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Our SEC filings are available to the public through the
SEC Internet site at www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
FINANCIAL STATEMENTS
Our fiscal year end is August 31. We will provide audited financial statements
to our stockholders on an annual basis; the statements will be prepared by us
and audited by Paritz & Company, P.A.
Our financial statements from inception to August 31, 2015, and our condensed
unaudited financial statements for the three months period ending November 30,
2015February 29,
2016 are immediately follow:
31
FELLAZO CORP.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
FOR THE YEAR ENDED AUGUST 31, 2015 AND
PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as of August 31, 2015 and August 31, 2014 F-2
Statements of Operations for the year ended August 31, 2015 and period
May 28, 2014 (inception) to August 31, 2014 F-3
Statement of Changes in Stockholder's Deficit for the year ended
August 31, 2015 and period from May 28, 2014 (inception) to
August 31, 2014 F-4
Statements of Cash Flows for the year ended August 31, 2015 and period
May 28, 2014 (inception) to August 31, 2014 F-5
Notes to the Audited Financial Statements F-6
32
Paritz & Company, P.A 15 Warren Street, Suite 25
Hackensack, New Jersey 07601
(201) 342-7753
Fax: (201) 342-7598
INDEPENDENT AUDITORS' REPORT
To Board of Directors
Fellazo Corp
Republic of Moldova
We have audited the accompanying balance sheets of Fellazo Corp as of August 31,
2015 and 2014, and the related statements of operations and statement of changes
in stockholders' deficit, and cash flows for the year ended August 31, 2015 and
for the period May 28, 2014 (inception) to August 31, 2014. Fellazo Corp's
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fellazo Corp as of August 31,
2015 and 2014, and the results of its operations and its cash flows for the year
ended August 31, 2015 and for the period May 28, 2014 (inception) to August 31,
2014, in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. The ability of the
Company to continue as a going concern is dependent upon, among other things,
its successful execution of its plan of operations and ability to raise
additional financing. There is no guarantee that the Company will be able to
raise additional capital or sell any of its products or services at a profit. As
discussed in note 2 to the financial statements, the Company has a working
capital deficit of $4,395 has not established a stabilized source of revenue
sufficient to cover operating cost for the next year. These factors, among
others, raise substantial doubt regarding the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/Paritz & Company, P.A.
Hackensack, NJ
November 16, 2015
F-1
FELLAZO CORP.
BALANCE SHEETS
AS OF AUGUST 31, 2015 AND AUGUST 31, 2014
August 31, 2015 August 31, 2014
--------------- ---------------
ASSETS
Current Assets
Cash $ 2,284 $ --
Inventory 1,930 --
Prepaid Rent 520 --
-------- --------
TOTAL CURRENT ASSETS 4,734 --
-------- --------
Fixed Assets
Equipment, net of accumulated depreciation of $44 2,595 --
-------- --------
TOTAL FIXED ASSETS 2,595 --
-------- --------
TOTAL ASSETS $ 7,329 $ --
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expenses $ 5,000 $ --
Loans from director 4,129 179
-------- --------
TOTAL CURRENT LIABILITIES 9,129 179
-------- --------
TOTAL LIABILITIES 9,129 179
Stockholder's Deficit
Common stock, par value $0.001; 75,000,000 shares authorized,
3,000,000 and no shares issued and outstanding as of
August 31, 2015 and August 31, 2014, respectively 3,000 --
Accumulated deficit (4,800) (179)
-------- --------
TOTAL STOCKHOLDER'S DEFICIT (1,800) (179)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 7,329 $ --
======== ========
See accompanying notes to financial statements.
F-2
FELLAZO CORP.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2015 AND PERIOD FROM
MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
For the period from
May 28, 2014
For the year ended (Inception) to
August 31, 2015 August 31, 2014
--------------- ---------------
REVENUES $ 1,800 $ --
Cost of Goods Sold 431 --
--------- ---------
Gross Profit 1,369 --
OPERATING EXPENSES:
General and Administrative Expenses 5,990 179
--------- ---------
TOTAL OPERATING EXPENSES (5,990) (179)
--------- ---------
NET LOSS BEFORE PROVISION FOR INCOME TAX (4,621) (179)
PROVISION FOR INCOME TAXES -- --
--------- ---------
NET LOSS $ (4,621) $ (179)
========= =========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ --
========= =========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED 509,589 --
========= =========
See accompanying notes to financial statements.
F-3
FELLAZO CORP.
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT
FOR THE YEAR ENDED AUGUST 31, 2015 AND PERIOD FROM
MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
Common Stock Total
-------------------------- Accumulated Stockholders'
Shares Amount Deficit Deficit
--------- --------- --------- ---------
Inception, May 28, 2014 -- $ -- $ -- $ --
Net loss for the year ended
August 31, 2015 -- -- (179) (179)
--------- --------- --------- ---------
BALANCE, AUGUST 31, 2014 -- -- (179) (179)
--------- --------- --------- ---------
Shares issued for cash at $0.001
per share on July 1, 2015 3,000,000 3,000 -- 3,000
Net loss for the year ended
August 31, 2015 -- -- (4,621) (4,621)
--------- --------- --------- ---------
BALANCE, AUGUST 31, 2015 3,000,000 $ 3,000 $ (4,800) $ (1,800)
========= ========= ========= =========
See accompanying notes to financial statements.
F-4
FELLAZO CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED AUGUST 31, 2015 AND
PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
For the period from
May 28, 2014
For the year ended (Inception) to
August 31, 2015 August 31, 2014
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (4,621) $ (179)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Depreciation 44 --
Changes in operating assets and liabilities: --
Inventory (1,930)
Prepaid Expenses (520) --
Accrued expenses 5,000 --
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (2,027) (179)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (2,639) --
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES (2,639) --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 3,000 --
Loan from director 3,950 179
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 6,950 179
INCREASE IN CASH 2,284 --
CASH, BEGINNING OF PERIOD -- --
-------- --------
CASH, END OF PERIOD $ 2,284 $ --
======== ========
See accompanying notes to financial statements.
F-5
FELLAZO CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
AUGUST 31, 2015 AND PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Fellazo Corp. ("the Company", "we", "us" or "our") was incorporated in the State
of Nevada on May 28, 2014. We are in the business large format printing
production. Our office is located Str. Malina-Mica, nr 68/11- 419, Chisinau,
Republic of Moldova, 2025.
NOTE 2 - GOING CONCERN
The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business.
At August 31, 2015, the Company has a working capital deficit of $4,395 and has
not yet established a stabilized source of revenue sufficient to cover operating
cost for the foreseeable future. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.
The Company's future success is dependent upon its ability to achieve profitable
operations, generate cash from operating activities and obtain additional
financing. Although we can provide no assurances, we believe our cash on hand,
coupled with revenues generated by sales and our ability to refinance our equity
we own, will provide sufficient liquidity and capital resources to fund our
business for the next twelve months.
In the event the Company experiences liquidity and capital resource constraints
because of unanticipated operating losses, we may need to raise additional
capital in the form of equity and/or debt financing. If such additional capital
is not available on terms acceptable to us or at all, then we may need to
curtail our operations and/or take additional measures to conserve and manage
our liquidity and capital resources, any of which would have a material adverse
effect on our financial position, results of operations, and our ability to
continue in existence. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America. The
Company's year-end is August 31.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
F-6
FELLAZO CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
AUGUST 31, 2015 AND PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.
START-UP COSTS
In accordance with ASC 720, "Start-up Costs", the Company expenses all costs
incurred in connection with the start-up and organization of the Company.
FAIR VALUE OF FINANCIAL INSTRUMENTS
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier
fair value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company's loan from shareholder approximates
its fair value due to their short-term maturity.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is principally
determined using the first-in, first out (FIFO) method. At August 31, 2015, the
Company's inventory consisted of raw materials.
EQUIPMENT
The Company's equipment is stated at cost. Depreciation is provided for using
straight-line methods over the estimated useful life of the assets. Expenditures
for maintenance and repairs are charged to expense as incurred. Additions, major
renewals and replacements that increase the property's useful life are
capitalized. Property sold or retired, together with the related accumulated
depreciation is removed from the appropriated accounts and the resultant gain or
loss is included in net income.
F-7
FELLAZO CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
AUGUST 31, 2015 AND PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
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.
REVENUE RECOGNITION
Revenue is recognized when it is realized or realizable and earned. Revenue is
realized or realizable when there is persuasive evidence of an arrangement,
prices are fixed or determinable, services or products are provided to the
customer, and collectability is probable and reasonably assured.
STOCK-BASED COMPENSATION
We recognize compensation expense for stock-based compensation in accordance
with ASC Topic 718. For employee stock-based awards, we calculate the fair value
of the award on the date of grant using the Black-Scholes method for stock
options and the quoted price of our common stock for unrestricted shares; the
expense is recognized over the service period for awards expected to vest. For
non-employee stock-based awards, we calculate the fair value of the award on the
date of grant in the same manner as employee awards. However, the awards are
revalued at the end of each reporting period and the pro rata compensation
expense is adjusted accordingly until such time the nonemployee award is fully
vested, at which time the total compensation recognized to date equals the fair
value of the stock-based award as calculated on the measurement date, which is
the date at which the award recipient's performance is complete. The estimation
of stock-based awards that will ultimately vest require judgment, and to the
extent actual results or updated estimates differ from original estimates, such
amounts are recorded as a cumulative adjustment in the period estimates are
revised. We consider many factors when estimating expected forfeitures,
including types of awards, employee class, and historical experience.
F-8
FELLAZO CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
AUGUST 31, 2015 AND PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
BASIC INCOME (LOSS) PER SHARE
The Company computes income (loss) per share in accordance with FASB ASC 260
"Earnings per Share". Basic loss per share is computed by dividing net income
(loss) available to common shareholders by the weighted average number of
outstanding common shares during the period. Diluted income (loss) per share
gives effect to all dilutive potential common shares outstanding during the
period. Dilutive loss per share excludes all potential common shares if their
effect is anti-dilutive. For the period ended May 28, 2014 (inception) to August
31, 2014 and for the year ended August 31, 2015, there were no potentially
dilutive debt or equity instruments issued or outstanding.
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15
Preparation of Financial Statements - Going Concern (Subtopic 205-40),
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going
Concern. Under generally accepted accounting principles (GAAP), continuation of
a reporting entity as a going concern is presumed as the basis for preparing
financial statements unless and until the entity's liquidation becomes imminent.
Preparation of financial statements under this presumption is commonly referred
to as the going concern basis of accounting. If and when an entity's liquidation
becomes imminent, financial statements should be prepared under the liquidation
basis of accounting in accordance with Subtopic 205-30, Presentation of
Financial Statements--Liquidation Basis of Accounting. Even when an entity's
liquidation is not imminent, there may be conditions or events that raise
substantial doubt about the entity's ability to continue as a going concern. In
those situations, financial statements should continue to be prepared under the
going concern basis of accounting, but the amendments in this Update should be
followed to determine whether to disclose information about the relevant
conditions and events. The amendments in this Update are effective for the
annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted. The Company will evaluate
the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions, which would subject
these financial statements for additional disclosure.
NOTE 4 - PROPERTY AND EQUIPMENT
A summary of equipment and estimated lives used in the computation of
depreciation is as follows:
August 31,
2015 2014 Life
-------- -------- --------
Printer $ 2,639 $ -- 5 years
Less: accumulated depreciation 44 --
-------- --------
$ 2,595 $ --
======== ========
NOTE 5 - LOAN FROM DIRECTOR
As of August 31, 2015 and 2014, our sole director has loaned to the Company
$4,129 and $179 respectively. This loan is unsecured, non-interest bearing and
due on demand.
F-9
FELLAZO CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
AUGUST 31, 2015 AND PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
NOTE 6 - COMMON STOCK
The Company has authorized 75,000,000 shares of its common stock.
On July 1, 2015, the Company issued 3,000,000 shares of common stock to a
director for cash proceeds of $3,000 at $0.001 per share.
There were 3,000,000 shares of common stock issued and outstanding as of August
31, 2015 none as of August 31, 2014).
NOTE 7 - COMMITMENTS AND CONTINGENCIES
In June of 2015, the Company entered into a one-year lease agreement that calls
for monthly rental payments of $260. The lease became effective as of August 1,
2015 and expires on August 31, 2016. Total rent paid was $260 and $0 for the
periods ended August 31, 2015 and 2014, respectively.
As of August 31, 2015, we know of no material, existing or pending legal
proceedings against our neither company, nor are we involved as a plaintiff in
any material proceeding or pending litigation. There are no proceedings in which
any of our directors, officers, or affiliates, or many registered or beneficial
shareholders, is an adverse patty or has a material interest adverse to our
interest.
NOTE 8 - INCOME TAXES
The Company's income tax benefit differs from the expected income tax benefit by
applying the U.S. Federal statutory rate of 34% to net income (loss) as follows:
August 31,
2015 2014
-------- --------
Income tax provision (benefit) at
statutory rate of 34% $ (1,571) $ (61
Change in valuation allowance 1,571 61
-------- --------
$ -- $ --
======== ========
Deferred tax assets consist of:
August 31,
2015 2014
-------- --------
Deferred tax assets (liabilities):
Net operating loss carry forward $ 4,800 $ 179
Valuation allowance (4,800) (179)
-------- --------
Net differed tax assets $ -- $ --
======== ========
For the years ended August 31, 2015 and 2014, the Company had approximately
$4,800 and $179 respectively 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.
F-10
FELLAZO CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
AUGUST 31, 2015 AND PERIOD FROM MAY 28, 2014 (INCEPTION) TO AUGUST 31, 2014
NOTE 8 - INCOME TAXES (CONTUNUED)
In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion of all of the deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. Based on the assessment,
the Company has established a full valuation allowance against all of the
deferred tax assets for every period because it is more likely than not that all
of the deferred tax assets will not be realized.
The Company does not currently have any ongoing tax examinations.
NOTE 9 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial
statements were available to be issued, and has determined that it does not have
any material subsequent events that require disclosure or recognition in these
financial statements.
F-11
FELLAZO CORP.
FINANCIAL STATEMENTS
NOVEMBER 30, 2015
TABLE OF CONTENTS
FEBRUARY 29, 2016
Balance Sheets as of November 30, 2015February 29, 2016 (unaudited) and August 31, 2015 F-13
Statements of Operations for the three and six months period ended
November 30,February 29, 2016 and February 29, 2015 and November 30, 2014 (unaudited) F-14
Statements of Cash Flows for the threesix months period ended
November 30,February 29, 2016 and February 29, 2015 and November 30, 2014 (unaudited) F-15
Notes to the Unaudited Financial Statements F-16
F-12
FELLAZO CORP.
BALANCE SHEETS
AS OF NOVEMBER 30, 2015FEBRUARY 29, 2016
(UNAUDITED)
November 30,February 29, August 31,
20152016 2015
-------- --------
ASSETS
Current Assets
Cash $ 526279 $ 2,284
Inventory 1,5811,705 1,930
Prepaid Rent 520 520
-------- --------
TOTAL CURRENT ASSETS 2,6272,504 4,734
Fixed Assets
Equipment, net of accumulated depreciation of $176 2,463$308 2,331 2,595
-------- --------
TOTAL FIXED ASSETS 2,4632,331 2,595
-------- --------
TOTAL ASSETS $ 5,0904,835 $ 7,329
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expenses $ 1,4131,400 $ 5,000
Loans from director 8,0248,023 4,129
-------- --------
TOTAL CURRENT LIABILITIES 9,4379,423 9,129
-------- --------
TOTAL LIABILITIES 9,4379,423 9,129
Stockholder's Deficit
Common stock, par value $0.001; 75,000,000 shares authorized,
3,000,000 shares issued and outstanding as of November 30, 2015February 29, 2016
and August 31, 2015 3,000 3,000
Accumulated deficit (7,347)(7,588) (4,800)
-------- --------
TOTAL STOCKHOLDER'S DEFICIT (4,347)$ (4,588) $ (1,800)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 5,0904,835 $ 7,329
======== ========
See accompanying notes to financial statements.
F-13
FELLAZO CORP.
STATEMENTS OF OPERATIONS
FOR THE THREESIX MONTHS ENDED NOVEMBER 30,FEBRUARY 29, 2016 AND FEBRUARY 28, 2015 AND NOVEMBER 30, 2014
(UNAUDITED)
Three Months Three Months Six Months Six Months
Ended November 30,
-------------------------------Ended Ended Ended
February 29, February 28, February 29, February 28,
2016 2015 20142016 2015
---------- ---------- ---------- ----------
REVENUES $ 2,0003,370 $ -- $ 5,370 $ --
Cost of Goods Sold 349726 -- 1,075 --
---------- ---------- ---------- ----------
Gross Profit 1,6512,644 -- 4,295 --
OPERATING EXPENSES:
General and Administrative Expenses 4,1982,885 -- 7,083 --
---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES (4,198)(2,885) -- (7,083) --
---------- ---------- ---------- ----------
NET LOSS BEFORE PROVISION FOR INCOME TAX (2,547)(241) -- (2,788) --
PROVISION FOR INCOME TAXES -- -- -- --
---------- ---------- ---------- ----------
NET LOSS $ (2,547)(241) $ -- $ (2,788) $ --
========== ========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ -- $ (0.00) $ --
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED 1,257,5342,005,479 -- 2,005,479 --
========== ========== ========== ==========
See accompanying notes to financial statements.
F-14
FELLAZO CORP.
STATEMENTS OF CASH FLOWS
FOR THE THREESIX MONTHS ENDED NOVEMBER 30,FEBRUARY 29, 2016 AND FEBRUARY 28, 2015 AND NOVEMBER 30, 2014
(UNAUDITED)
ThreeSix Months Six Months
Ended November 30,
---------------------------Ended
February 29, February 28,
2016 2015 2014
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $$(2,547)$ (2,788) $ --
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Depreciation 132264 --
Changes in operating assets and liabilities:
Inventory 349224 --
Accrued expenses (3,587)(3,600) --
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (5,653)(5,900) --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from director 3,895 --
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 3,895 --
DECREASE IN CASH (1,758)(2,005) --
CASH, BEGINNING OF PERIOD 2,284 --
-------- --------
CASH, END OF PERIOD $ 526279 $ --
======== ========
See accompanying notes to financial statements.
F-15
FELLAZO CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOVEMBER 30, 2015FEBRUARY 29, 2016
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 November 30, 2015February 29, 2016 and the results of operations and cash flows for
the periods presented. The results of operations for the threesix months ended
November 30, 2015February 29, 2016 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, 2015, 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. We are in the business of production and distribution
of billboard banners, designer film advertisements, vinyl car ornaments and
thermal transfer images. Our office is located Str. Malina-Mica, nr 68/11- 419,
Chisinau, Republic of Moldova, 2025. Our products are sold in Moldova.
NOTE 2 - GOING CONCERN
The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business. At November 30, 2015,February 29, 2016, the Company
has a working capital deficit of $6,347$6,920 and has not yet established a stabilized
source of revenue sufficient to cover operating cost for the foreseeable future.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern.
The Company's future success is dependent upon its ability to achieve profitable
operations, generate cash from operating activities and obtain additional
financing. Although we can provide no assurances, we believe our cash on hand,
coupled with revenues generated by sales and our ability to refinance our equity
we own, will provide sufficient liquidity and capital resources to fund our
business for the next twelve months.
In the event the Company experiences liquidity and capital resource constraints
because of unanticipated operating losses, we may need to raise additional
capital in the form of equity and/or debt financing. If such additional capital
is not available on terms acceptable to us or at all, then we may need to
curtail our operations and/or take additional measures to conserve and manage
our liquidity and capital resources, any of which would have a material adverse
effect on our financial position, results of operations, and our ability to
continue in existence. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty
F-16
FELLAZO CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOVEMBER 30, 2015uncertainty.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentationBASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America.
Recent Accounting PronouncementsF-16
FELLAZO CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FEBRUARY 29, 2016
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15
Preparation of Financial Statements - Going Concern (Subtopic 205-40),
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going
Concern. Under generally accepted accounting principles (GAAP), continuation of
a reporting entity as a going concern is presumed as the basis for preparing
financial statements unless and until the entity's liquidation becomes imminent.
Preparation of financial statements under this presumption is commonly referred
to as the going concern basis of accounting. If and when an entity's liquidation
becomes imminent, financial statements should be prepared under the liquidation
basis of accounting in accordance with Subtopic 205-30, Presentation of
Financial Statements--Liquidation Basis of Accounting. Even when an entity's
liquidation is not imminent, there may be conditions or events that raise
substantial doubt about the entity's ability to continue as a going concern.
In those situations, financial statements should continue to be prepared under
the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant
conditions and events. The amendments in this Update are effective for the
annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted. The Company will evaluate
the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions, which would subject
these financial statements for additional disclosure.
NOTE 4 - PROPERTY AND EQUIPMENT
A summary of equipment and estimated lives used in the computation of
depreciation is as follows:
November 30, August 31, February 29,
2015 20152016 Life
-------- ------- --------------- --------
Printer $ 2,639 $ 2,639 5 years
Less: accumulated depreciation 176 44 $ 2,463308
$ 2,595 -------- -------
======== =======$ 2,331
NOTE 5 - LOAN FROM DIRECTOR
As of November 30, 2015February 29, 2016 our sole director has loaned to the Company $8,024.$8,023. This
loan is unsecured, non-interest bearing and due on demand.
F-17
FELLAZO CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOVEMBER 30, 2015
NOTE 6 - COMMITMENTS AND CONTINGENCIES
In June of 2015, the Company entered into a one year lease agreement that calls
for monthly rental payments of $260. The lease became effective as of August 1,
2015 and expires on August 1, 2016. Total rent paid was $1,040$1,820 for the period
ended November 30, 2015.February 29, 2016.
As of November 30, 2015,February 29, 2016, we know of no material, existing or pending legal
proceedings against our neither company, nor are we involved as a plaintiff in
any material proceeding or pending litigation. There are no proceedings in which
any of our directors, officers, or affiliates, or many registered or beneficial
shareholders, is an adverse patty or has a material interest adverse to our
interest.
F-17
FELLAZO CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FEBRUARY 29, 2016
NOTE 7 - INCOME TAXES
As of November 30, 2015February 29, 2016 the Company had approximately $7,347$7,588 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.
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 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial
statements were available to be issued, and has determined that it does not have
any material subsequent events that require disclosure or recognition in these
financial statements.
F-18
PROSPECTUS
8,000,000 SHARES OF COMMON STOCK
FELLAZO CORP.
---------------
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL ________________, 20___, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 8.06
Auditor Fees and Expenses $ 3,000.00
Legal Fees and Expenses $ 2,500.00
EDGAR fees $ 500.00
Transfer Agent Fees $ 1,000.00
----------
TOTAL $ 7,008.06
==========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Fellazo Corp.'s Bylaws allow for the indemnification of the officer and director
in regards each such person carrying out the duties of her office. The Board of
Directors will make determination regarding the indemnification of the director,
officer or employee as is proper under the circumstances.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Fellazo Corp., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not
registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
Galina Hripcenco July 2, 2015 3,000,000 $3,000.00
Str. Malina-Mica, nr 68/11- 419,
Chisinau, Republic of Moldova, 2025
We issued the foregoing restricted shares of common stock to our sole officer
and director pursuant to Section 4(2) of the Securities Act of 1933. She is a
sophisticated investor, is our sole officer and director, and is in possession
of all material information relating to us. Further, no commissions were paid to
anyone in connection with the sale of the shares and general solicitation was
not made to anyone.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant *
3.2 Bylaws of the Registrant *
5.1 Opinion of Befumo & Schaeffer, PLLC *
10.1 Interest-free Loan Agreement, dated March 2, 2015 *
10.2 Commercial Lease Agreement, dated June 1, 2015 *
10.3 Sales Contract, dated July 9, 2015 *
10.4 Sales Contract, dated December 1, 2015 *
23.1 Consent of Paritz & Company, P.A.
99.1 Subscription Agreement *
----------
* Previously filed
II-1
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of securities are being
made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 114(b)
(ss.230.114(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 114(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
II-2
(5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 114;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the "Act")
may be permitted to our directors, officers and controlling persons
pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by our directors, officers,
or controlling persons in the successful defense of any action, suit or
proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Chisinau, Moldova on December 31,
2015.March 14, 2016.
FELLAZO CORP.
By: /s/ Galina Hripcenco
---------------------------------------
Name: Galina Hripcenco
Title: President, Treasurer and Secretary
(Principal Executive, Financial and
Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, the following
persons in the capacities and on the dates stated signed this registration
statement.
Signature Title Date
--------- ----- ----
/s/ Galina Hripcenco
----------------------------- President, Treasurer, Secretary December 31, 2015March 14, 2016
Galina Hripcenco and Director
(Principal Executive, Financial
and Accounting Officer)
II-4