FLLCU Fellazo Inc

Item 4.01      Change in Registrant’s Certifying Accountant. 

(a) Resignation of Previous Independent Registered Public Accounting Firm

As Fellazo Inc. (the “Company”) disclosed, on December 4, 2019 (the “Effective Date”), Marcum LLP (“Marcum”) notified the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company that it resigned as the Company’s independent registered public accounting firm effective on such date. The Audit Committee accepted Marcum’s resignation. Since Marcum’s engagement on November 14, 2019 (the “Engagement Date”), Marcum did not issue any audit report on the Company’s financial statements nor did Marcum complete any review of the Company’s interim period financial statements.

From the Engagement Date through the Effective Date, except as set forth below, there were no disagreements or reportable events (as those terms are defined in Item 304(a)(1) of Regulation S-K) between the Company and Marcum on matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements or reportable events, if not resolved to the satisfaction of Marcum, would have given rise to a disagreement or difference of opinion or caused Marcum to make reference to such matters in connection with Marcum’s report on the Company’s financial statements. Marcum advised the Company that it resigned because Marcum was unable to conclude its review with respect to the Company’s interim financial statements for the quarterly period ended September 30, 2019 pursuant to AS 4105. Marcum further advised the Company that it had not received satisfactory responses and explanations to its inquiries regarding certain related party transactions, including an advance of $250,000 to the Company’s Sponsor, as well as advances or payments to the Company’s CEO and compensation to the Company’s non-independent directors, who serve as the Company’s management. In addition, Marcum questioned a management agent agreement with a third party, given the Company previously entered into an administrative services agreement for similar services with the Sponsor. As a result of these matters, Marcum concluded it could not rely on the representations of management. After Marcum’s resignation, the Audit Committee expects shortly to engage an independent law firm to conduct an investigation into these matters.

Additional information with respect to these matters is set forth in the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 18, 2019, after Marcum’s resignation.

Except for the written correspondence from Marcum to the Board and the Audit Committee in connection with Marcum’s resignation, Marcum did not otherwise discuss these matters with the Company’s directors other than with the Company’s management. The Company has authorized Marcum to respond fully to the inquiries of its successor accountant, if any, concerning the subject matter of the foregoing communication. 

The Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Marcum provide the Company with a letter addressed to the SEC stating whether Marcum agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of such letter, dated December 23, 2019, furnished by Marcum in response to that request is be filed as Exhibit 16.1 to this report.