10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One) 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended May 31, 2019

or

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________to ____________

Commission File Number 333-208237

FELLAZO CORP.

(Exact name of registrant as specified in its charter)

Nevada	30-0840869
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

8th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia
(Address of principal executive offices)	(Zip Code)

+603 89638 5638

http://fellazo.com

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES     ¨ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES     ¨ NO

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) x YES     ¨ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES     ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of July 22, 2019 there were 86,264,000 shares outstanding of the registrant’s common stock.

 TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
PART II - OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FELLAZO CORP.

Consolidated Balance Sheets

(Unaudited)

	May 31,			August 31,
	2019			2018
				(Restated)
ASSETS
Current Assets
Cash and cash equivalent	$	20,648		$	2,503
Total Current Assets		20,648			2,503
TOTAL ASSETS	$	20,648		$	2,503
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	17,767		$	18,777
Due to related party		662,628			502,226
Total Current Liabilities		680,395			521,003
TOTAL LIABILITIES		680,395			521,003
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 86,264,000 and 75,000,000 shares issued and outstanding as of May 31, 2019 and August 31, 2018, respectively		86,264			75,000
Additional paid-in capital		36,122			47,386
Accumulated deficit		(791,991	)		(651,637	)
Accumulated other comprehensive loss		(485	)		(284	)
Total Fellazo Corp. Stockholders' Deficit		(670,090	)		(529,535	)
Non-controlling interest		10,343			11,035
Total Stockholders' Deficit		(659,747	)		(518,500	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	20,648		$	2,503

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

FELLAZO CORP.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended						Nine months ended
	May 31,						May 31,
	2019			2018			2019			2018
Operating Expenses
General and administrative expenses	$	52,012		$	53,038		$	140,836		$	202,986
Total operating expenses		52,012			53,038			140,836			202,986
Loss from operations		(52,012	)		(53,038	)		(140,836	)		(202,986	)
Loss before taxes		(52,012	)		(53,038	)		(140,836	)		(202,986	)
Net loss		(52,012	)		(53,038	)		(140,836	)		(202,986	)
Net loss attributable to the non-controlling interest		-			-			(482	)		-
Net Loss Attributable to The Shareholders of Fellazo Corp.	$	(52,012	)	$	(53,038	)	$	(140,354	)	$	(202,986	)
Other comprehensive loss
Foreign currency translation loss		(616	)		-			(411	)		-
Total comprehensive loss		(52,628	)		(53,038	)		(141,247	)		(202,986	)
Comprehensive Loss attributable to the non-controlling interest		(314	)		-			(692	)		-
Comprehensive Loss Attributable to The Shareholders of Fellazo Corp.	$	(52,314	)	$	(53,038	)	$	(140,555	)	$	(202,986	)
Basic and dilutive net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		86,264,000			75,000,000			81,230,118			75,000,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

FELLAZO CORP.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended May 31, 2019 and 2018

(Unaudited)

										Accumulated
					Additional					other			Non
	Common Stock				Paid in		Accumulated			comprehensive			controlling
	Shares		Amount		Capital		Deficit			loss			Interest			Total
Balance, February 28, 2019		86,264,000	$	86,264	$	36,122	$	(739,979	)	$	(183	)	$	10,657		$	(607,119	)
Net loss		-		-		-		(52,012	)		-			-			(52,012	)
Foreign currency translation loss		-		-		-		-			(302	)		(314	)		(616	)
Balance, May 31, 2019		86,264,000	$	86,264	$	36,122	$	(791,991	)	$	(485	)	$	10,343		$	(659,747	)
Balance, February 28, 2018		75,000,000	$	75,000	$	36,116	$	(562,983	)	$	-		$	-		$	(451,867	)
Net loss		-		-		-		(53,038	)		-			-			(53,038	)
Balance, May 31, 2018		75,000,000	$	75,000	$	36,116	$	(616,021	)	$	-		$	-		$	(504,905	)

The accompanying notes are an integral part of these unaudited consolidated financial statements

5

FELLAZO CORP.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended May 31, 2019 and 2018

(Unaudited)

											Accumulated
					Additional						other			Non
	Common Stock				Paid in			Accumulated			comprehensive			controlling
	Shares		Amount		Capital			Deficit			loss			Interest			Total
Balance, August 31, 2018		75,000,000	$	75,000	$	47,386		$	(651,637	)	$	(284	)	$	11,035		$	(518,500	)
Acquisition of subsidiary under common control		11,264,000		11,264		(11,264	)		-			-			-			-
Net loss		-		-		-			(140,354	)		-			(482	)		(140,836	)
Foreign currency translation gain		-		-		-			-			(201	)		(210	)		(411	)
Balance, May 31, 2019		86,264,000	$	86,264	$	36,122		$	(791,991	)	$	(485	)	$	10,343		$	(659,747	)
Balance, August 31, 2017		75,000,000	$	75,000	$	36,116		$	(413,035	)	$	-		$	-		$	(301,919	)
Net loss		-		-		-			(202,986	)		-			-			(202,986	)
Balance, May 31, 2018		75,000,000	$	75,000	$	36,116		$	(616,021	)	$	-		$	-		$	(504,905	)

The accompanying notes are an integral part of these unaudited consolidated financial statements

6

FELLAZO CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended
	May 31,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(140,836	)	$	(202,986	)
Changes in operating assets and liabilities:
Expenses paid by related party		39,777			112,106
Prepaid expense		-			10,000
Accounts payable and accrued liabilities		(1,010	)		25,200
Net Cash Used in Operating Activities		(102,069	)		(55,680	)
Cash Flows from Financing Activities:
Advance from a related party		120,625			-
Repayment of loan from director		-			(13,785	)
Net Cash Provided by (Used in) Financing Activities		120,625			(13,785	)
Effects on changes in foreign exchange rate		(411	)		-
Net change in cash and cash equivalents		18,145			(69,465	)
Cash and cash equivalents, beginning of period		2,503			70,115
Cash and cash equivalents, end of period	$	20,648		$	650
Supplemental cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash financing transactions:
Stock issued for acquisition of subsidiary under common control	$	11,264		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements

7

FELLAZO CORP.

Notes to the Consolidated Financial Statements

For the Period Ended May 31, 2019

(Unaudited)

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Fellazo Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 28, 2014.

During the quarter ending May 31, 2019 the Company had continued its transformation process into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market.

Our office is located at 8^th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya SungeiBesi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.

Acquisition Under Common Control

On January 2, 2019, the Company issued 11,264,000 shares of common stock to Yap Kit Chuan, the director, President, CEO, CFO, and the majority shareholder of the Company, who is also one of the shareholder of Fellazo Berhad (“FB”), a company incorporated in Malaysia, to acquire 49,000 common shares of FB. Before the acquisition, Yap owned 98% of the Company on June 19, 2018 and 80% of FB on April 17, 2018. After the acquisition which was concluded on February 22, 2019, the Company holds 49% of the shareholding of FB. The Company and FB were under common control before the acquisition as a variable interest entity (VIE), and is consolidated in accordance to ASC-805-50, in which the assets and liabilities of FB have been presented at their carrying values at the date of common control on June 19, 2018.

Going Concern Uncertainties

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As of May 31, 2019, the Company had an accumulated deficit of $791,991, and net loss of $140,836 and net cash used in operating activities of $102,069 for the nine months ended May 31, 2019. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of May 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended May 31, 2019 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, 2018, and related notes thereto included in the elsewhere in this filing.

8

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company and its 49% owned subsidiary Fellazo Berhad, an entity under common control. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Variable Interest Entities

The Company holds both the power to direct the most significant activities of FB, as well as an economic interest in FB and, as such, is deemed to be the primary beneficiary or consolidator of FB. The determination of the VIE’s primary beneficiary requires an evaluation of the contractual and implied rights and obligations associated with each party’s relationship with or involvement in the entity, an estimate of the entity’s expected losses and expected residual returns and the allocation of such estimates to each party involved in the entity.

Foreign Currency Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollar (“USD”). The Company’s subsidiary in Malaysia maintains their books and records in their local currency, the Malaysia Ringgit (“RM”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Exchange Rates	5/31/2019		8/31/2018		5/31/2018
Spot rate RM : USD exchange rate		0.2386		0.2434		0.2512
Average period RM : USD exchange rate		0.2419		N/A		0.2480

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). ASU No. 2018-17 guidance eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. This pronouncement is effective for public entities for fiscal years ending after December 15, 2019, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

9

NOTE 3 – RELATED PARTY TRANSACTIONS

Our Management Agent, SwipypayBerhad (a company established in Malaysia) is 80% owned by our Director – Mr Yap Kit Chuan. Total outstanding amount due to our Management Agent was $662,628 and $502,226 as at May 31, 2019 and August 31, 2018 respectively. The additional amount of $160,402 incurred in the nine months ended May 31, 2019 consisted of operating expenses paid on behalf of the Company of $39,777 and advance from a related party of $120,625.

On January 2, 2019, 11,264,000 shares of common stock were issued to Yap Kit Chuan, the director, President, CEO, CFO, and the majority shareholder for the acquisition of FB (see Note 1).

NOTE 4 - STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 1,000,000,000 shares of common stock at a par value $0.001.

During the period ended May 31, 2018, there were no issuances of common stock.

On January 2, 2019, the Company issued 11,264,000 shares of common stock of the Company to our officer and majority shareholder for the acquisition of FB.

As of May 31, 2019 and August 31, 2018, 86,264,000 and 75,000,000 shares of common stock were issued and outstanding, respectively.

10

NOTE 5 - RESTATEMENT

Due to the acquisition of FB, an entity under common control since June 18, 2018 (see Note 1), the Company has disclosed the balance sheet as of August 31, 2018, to restate the information on a consolidated basis as follows:

				Acquired Entity
	Originally Reported			under common control			Restatement Adjustment			As Restated
ASSETS
Current Assets
Cash and cash equivalent	$	631		$	1,872		$	-		$	2,503
Total Current Assets		631			1,872			-			2,503
TOTAL ASSETS	$	631		$	1,872		$	-		$	2,503
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	-		$	930		$	17,847		$	18,777
Due to related party		540,766			(20,693	)		(17,847	)		502,226
Total Current Liabilities		540,766			(19,763	)		-			521,003
TOTAL LIABILITIES		540,766			(19,763	)		-			521,003
Stockholders’ Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding		-			-			-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018		75,000			24,977			(24,977	)		75,000
Additional paid-in capital		36,116			-			11,270			47,386
Accumulated deficit		(651,251	)		(2,763	)		2,377			(651,637	)
Accumulated other comprehensive loss		-			(579	)		295			(284	)
Total Fellazo Corp. Stockholders’ Deficit		(540,135	)		21,635			(11,035	)		(529,535	)
Non-controlling interest		-			-			11,035			11,035
Total Stockholders’ Deficit		(540,135	)		21,635			-			(518,500	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	631		$	1,872		$	-		$	2,503

11

 Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, “our company” or “the Company” mean Fellazo Corp., and Fellazo Berhad, a Malaysian company, of which we own 49%, unless otherwise indicated.

Corporate Overview

Fellazo Corp. was incorporated in the State of Nevada on May 28, 2014. The Company’s fiscal year end is August 31.

During the quarter ending May 31, 2019 the Company had continued its transformation process into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market.

On January 2, 2019, the Company issued 11,264,000 common shares to Yap Kit Chuan, the director, President, CEO, CFO, and the majority shareholder of the Company, who is also one of the shareholders of Fellazo Berhad (“FB”), a company incorporated in Malaysia, to acquire 49,000 common shares of FB (“FB Shares”). On February 28, 2019, the FB Shares were issued to the Company, and the acquisition closed. After the acquisition, the Company holds 49% of the issued and outstanding shares of FB.

The Company and FB were under common control before the acquisition; therefore, the transaction has been accounted for as a variable interest entity (VIE) under common control in accordance to ASC-810-10, in which the assets and liabilities of FB have been presented at their carrying values at the date of common control on June 19, 2018.

Our office is located at 8^th Floor, Wisma Huazong, Lot 15285, 0.7 km Lebuhraya Sungei Besi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia. Our corporate website is http://fellazo.com.

12

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements included elsewhere in this quarterly report.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Comparison of the three months ended May 31, 2019 and May 31, 2018

	Three Months Ended
	May 31,
	2019		2018		Change			%
Revenue	$	-	$	-	$	-			-
General and administrative expenses		52,012		53,038		(1,026	)		(2	)%
Net loss	$	52,012	$	53,038	$	(1,026	)		(2	)%

Our general and administrative expenses were $52,012 for the three months ended May 31, 2019, as compared to $53,038 for the same period in 2018. The decrease in general and administrative expenses was primarily due to decreased payroll expenses and management fees.

Comparison of the nine months ended May 31, 2019 and May 31, 2018

	Nine Months Ended
	May 31,
	2019		2018		Change			%
Revenue	$	-	$	-	$	-			-
General and administrative expenses		140,836		202,986		(61,505	)		(31	)%
Net loss	$	140,836	$	202,986	$	(61,505	)		(31	)%

Our general and administrative expenses were $140,836 for the nine months ended May 31, 2019, as compared to $202,986 for the same period in 2018. The decrease in general and administrative expenses was primarily due to decreased payroll expenses and management fees.

Liquidity and Capital Resources

Working Capital

	May 31,			August 31,
	2019			2018			Change
Current assets	$	20,648		$	2,503		$	18,145
Current liabilities	$	680,395		$	521,003		$	159,392
Working capital deficiency	$	(659,747	)	$	(518,500	)	$	(141,247	)

The Company’s current assets consists of cash and cash equivalents of $20,648 at May 31, 2019, as compared to cash and cash equivalents of $2,503 at August 31, 2018.

As at May 31, 2019, current liabilities consisted of accounts payable and accrued liabilities of $17,767 and due to a related party of $662,628, as compared to August 31, 2018, current liabilities consisted of accounts payable and accrued liabilities of $18,777 and due to a related party of $502,226. The increase in current liabilities is primarily due to the operating expenses paid by the related party.

13

Cash Flows

	Nine Months Ended
	May 31,
	2019			2018			Change
Cash used in operating activities	$	(102,069	)	$	(55,680	)	$	(46,389	)
Cash provided by (used in) financing activities		120,625			(13,785	)		134,410
Effects on changes in foreign exchange rate		(411	)		-			(411	)
Net change in cash and cash equivalents for the period	$	18,145		$	(69,465	)	$	87,610

Cash Flow from Operating Activities

Cash flows used in operations was $102,069 during the nine months ended May 31, 2019, compared with cash flows used in operations of $55,680 during the same period in 2018. The increase is mainly due to decrease in expenses paid by related party and accounts payable and accrued liabilities, partially offset by decrease in net loss.

Cash Flow from Financing Activities

During the nine months ended May 31, 2019 and 2018, the Company received $120,625 from a related party and repaid $0 and $13,785 to a director, respectively.

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 that is material to stockholders.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates.

For a complete description of our critical accounting policies and estimates, refer to our 2018 Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 29, 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

14

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

(1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives;

(3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and

(4) ineffective controls over period end financial disclosure and reporting processes.

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended May 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this Quarterly Report on Form 10-Q, we are not a party to any legal proceedings that could have a material adverse effect on the Company’s business, financial condition or operating results. Further, to the Company’s knowledge no such proceedings have been threatened against the Company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

16

Item 6. Exhibits

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC:

		Incorporated by Reference
Exhibit No.	Title	Form	Exhibit	Filing Date
3.1	Articles of Incorporation	S-1	3.1	11/27/2015
3.3	Bylaws	S-1	3.2	11/27/2015
3.4	Certificate of Amendment to Articles of Incorporation, effective as of September 19, 2017	8-K	3.1	09/22/2017
10.1	Stock purchase agreement	10-Q	10.1	04/23/2019
21.1*	Subsidiaries of the Registrant
31.1*	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS+	XBRL Instance Document
101.SCH+	XBRL Taxonomy Extension Schema Document
101.CAL+	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB+	XBRL Taxonomy Extension Label Linkbase Document
101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document

___________ 

* Filed herewith

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

17

  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FELLAZO CORP.
	(Registrant)
Dated: July 22, 2019	/s/ YAP KIT CHUAN
	YAP KIT CHUAN
	President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

18

EX-21.1

EXHIBIT 21.1

Subsidiary of FELLAZO CORP.

Name	Jurisdiction of Incorporation/Formation
Fellazo Berhad*	Malaysia

* The company holds 49% of the shares of this subsidiary

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yap Kit Chuan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fellazo Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 22, 2019

/s/ Yap Kit Chuan

Yap Kit Chuan

President, CEO, CFO, Treasurer, Secretary and Chairman of the

Board of Directors of the Company

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

EX-32.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yap Kit Chuan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fellazo Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 22, 2019

/s/ Yap Kit Chuan

Yap Kit Chuan

President, CEO, CFO, Treasurer, Secretary and Chairman of the

Board of Directors of the Company

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

 

XML

Document and Entity Information - shares	9 Months Ended
	May 31, 2019	Jul. 22, 2019
Document And Entity Information
Entity Registrant Name	Fellazo Corp
Entity Central Index Key	0001659207
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	May 31, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Shell Company	false
Entity Common Stock Shares Outstanding		86,264,000

XML

Consolidated Balance Sheets - USD ($)	May 31, 2019	Feb. 28, 2019	Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Aug. 31, 2017
Current Assets
Cash and cash equivalent	$ 20,648		$ 2,503	$ 650		$ 70,115
Total Current Assets	20,648		2,503
TOTAL ASSETS	20,648		2,503
Current Liabilities
Accounts payable and accrued liabilities	17,767		18,777
Due to related party	662,628		502,226
Total Current Liabilities	680,395		521,003
TOTAL LIABILITIES	680,395		521,003
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 86,264,000 and 75,000,000 shares issued and outstanding as of May 31, 2019 and August 31, 2018, respectively	86,264		75,000
Additional paid-in capital	36,122		47,386
Accumulated deficit	(791,991)		(651,637)
Accumulated other comprehensive loss	(485)		(284)
Total Fellazo Corp. Stockholders' Deficit	(670,090)		(529,535)
Non-controlling interest	10,343		11,035
Total Stockholders' Deficit	(659,747)	$ (607,119)	(518,500)	$ (504,905)	$ (451,867)	$ (301,919)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 20,648		$ 2,503

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2019	Aug. 31, 2018
Stockholders' Deficit
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	86,264,000
Common stock, shares outstanding	75,000,000	75,000,000

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018
Operating Expenses
General and administrative expenses	$ 52,012	$ 53,038	$ 140,836	$ 202,986
Total operating expenses	52,012	53,038	140,836	202,986
Loss from operations	(52,012)	(53,038)	(140,836)	(202,986)
Loss before taxes	(52,012)	(53,038)	(140,836)	(202,986)
Net loss	(52,012)	(53,038)	(140,836)	(202,986)
Net loss attributable to the non-controlling interest			(482)
Net Loss Attributable to The Shareholders of Fellazo Corp.	(52,012)	(53,038)	(140,354)	(202,986)
Other comprehensive loss
Foreign currency translation loss	(616)		(411)
Total comprehensive loss	(52,628)	(53,038)	(141,247)	(202,986)
Comprehensive Loss attributable to the non-controlling interest	(314)		(692)
Comprehensive Loss Attributable to The Shareholders of Fellazo Corp.	$ (52,314)	$ (53,038)	$ (140,555)	$ (202,986)
Basic and dilutive net loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted	86,264,000	75,000,000	81,230,118	75,000,000

XML

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Total	Common Stock Shares	Additional Paid in Capital	Accumulated Deficit	Accumulated other comprehensive loss	Non controlling Interest
Balance, Shares at Aug. 31, 2017		75,000,000
Balance, Amount at Aug. 31, 2017	$ (301,919)	$ 75,000	$ 36,116	$ (413,035)
Net loss	(202,986)			(202,986)
Balance, Shares at May. 31, 2018		75,000,000
Balance, Amount at May. 31, 2018	(504,905)	$ 75,000	36,116	(616,021)
Balance, Shares at Feb. 28, 2018		75,000,000
Balance, Amount at Feb. 28, 2018	(451,867)	$ 75,000	36,116	(562,983)
Net loss	(53,038)			(53,038)
Balance, Shares at May. 31, 2018		75,000,000
Balance, Amount at May. 31, 2018	(504,905)	$ 75,000	36,116	(616,021)
Balance, Shares at Aug. 31, 2018		75,000,000
Balance, Amount at Aug. 31, 2018	(518,500)	$ 75,000	47,386	(651,637)	(284)	11,035
Net loss	(140,836)			(140,354)		(482)
Acquisition of subsidiary under common control, Shares		11,264,000
Acquisition of subsidiary under common control, Amount		$ 11,264	(11,264)
Foreign currency translation gain	(411)				(201)	(210)
Balance, Shares at May. 31, 2019		86,264,000
Balance, Amount at May. 31, 2019	(659,747)	$ 86,264	36,122	(791,991)	(485)	10,343
Balance, Shares at Feb. 28, 2019		86,264,000
Balance, Amount at Feb. 28, 2019	(607,119)	$ 86,264	36,122	(739,979)	(183)	10,657
Net loss	(52,012)			(52,012)
Foreign currency translation loss	(616)				(302)	(314)
Balance, Shares at May. 31, 2019		86,264,000
Balance, Amount at May. 31, 2019	$ (659,747)	$ 86,264	$ 36,122	$ (791,991)	$ (485)	$ 10,343

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2019	May 31, 2018
Cash Flows from Operating Activities
Net loss	$ (140,836)	$ (202,986)
Changes in operating assets and liabilities:
Expenses paid by related party	39,777	112,106
Prepaid expense		10,000
Accounts payable and accrued liabilities	(1,010)	25,200
Net Cash Used in Operating Activities	(102,069)	(55,680)
Cash Flows from Financing Activities:
Advance from a related party	120,625
Repayment of loan from director		(13,785)
Net Cash Provided by (Used in) Financing Activities	120,625	(13,785)
Effects on changes in foreign exchange rate	(411)
Net change in cash and cash equivalents	18,145	(69,465)
Cash and cash equivalents, beginning of period	2,503	70,115
Cash and cash equivalents, end of period	20,648	650
Supplemental cash flow information
Interest paid
Income taxes paid
Non-cash financing transactions:
Stock issued for acquisition of subsidiary under common control	$ 11,264

XML

ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

9 Months Ended

May 31, 2019

ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Fellazo Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 28, 2014.

During the quarter ending May 31, 2019 the Company had continued its transformation process into an IT based company specialized in Mobile Application Developments with worldwide clientele and a portfolio investment company in primary industries such as healthcare, energy, development and capital market.

Our office is located at 8^th Floor, Wisma Huazong, Lot 15285, 0.7km Lebuhraya SungeiBesi, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.

Acquisition Under Common Control

On January 2, 2019, the Company issued 11,264,000 shares of common stock to Yap Kit Chuan, the director, President, CEO, CFO, and the majority shareholder of the Company, who is also one of the shareholder of Fellazo Berhad (“FB”), a company incorporated in Malaysia, to acquire 49,000 common shares of FB. Before the acquisition, Yap owned 98% of the Company on June 19, 2018 and 80% of FB on April 17, 2018. After the acquisition which was concluded on February 22, 2019, the Company holds 49% of the shareholding of FB. The Company and FB were under common control before the acquisitionas a variable interest entity (VIE), and is consolidated in accordance to ASC-805-50, in which the assets and liabilities of FB have been presented at their carrying values at the date of common control on June 19, 2018.

Going Concern Uncertainties

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As of May 31, 2019, the Company had an accumulated deficit of $791,991, and net loss of $140,836 and net cash used in operating activities of $102,069 for the nine months ended May 31, 2019. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

May 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of May 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended May 31, 2019 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, 2018, and related notes thereto included in the elsewhere in this filing.

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company and its 49% owned subsidiary Fellazo Berhad, an entity under common control. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Variable Interest Entities

The Company holds both the power to direct the most significant activities of FB, as well as an economic interest in FB and, as such, is deemed to be the primary beneficiary or consolidator of FB. The determination of the VIE’s primary beneficiary requires an evaluation of the contractual and implied rights and obligations associated with each party’s relationship with or involvement in the entity, an estimate of the entity’s expected losses and expected residual returns and the allocation of such estimates to each party involved in the entity.

Foreign Currency Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollar (“USD”). The Company’s subsidiary in Malaysia maintains their books and records in their local currency, the Malaysia Ringgit (“RM”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Exchange Rates	5/31/2019		8/31/2018		5/31/2018
Spot rate RM : USD exchange rate		0.2386		0.2434		0.2512
Average period RM : USD exchange rate		0.2419		N/A		0.2480

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). ASU No. 2018-17 guidance eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. This pronouncement is effective for public entities for fiscal years ending after December 15, 2019, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

May 31, 2019

RELATED PARTY TRANSACTIONS

NOTE 3 - RELATED PARTY TRANSACTIONS

Our Management Agent, SwipypayBerhad (a company established in Malaysia) is 80% owned by our Director Mr Yap Kit Chuan. Total outstanding amount due to our Management Agent was $662,628 and $502,226 as at May 31, 2019 and August 31, 2018 respectively. The additional amount of $160,402 incurred in the nine months ended May 31, 2019 consisted of operating expenses paid on behalf of the Company of $39,777 and advance from a related party of $120,625.

On January 2, 2019, 11,264,000 shares of common stock were issued to Yap Kit Chuan, the director, President, CEO, CFO, and the majority shareholder for the acquisition of FB (see Note 1).

XML

STOCKHOLDERS DEFICIT

9 Months Ended

May 31, 2019

STOCKHOLDERS DEFICIT

NOTE 4 - STOCKHOLDERS DEFICIT

The Company is authorized to issue 1,000,000,000 shares of common stock at a par value $0.001.

During the period ended May 31, 2018, there were no issuances of common stock.

On January 2, 2019, the Company issued 11,264,000 shares of common stock of the Company to our officer and majority shareholder for the acquisition of FB.

As of May 31, 2019 and August 31, 2018, 86,264,000 and 75,000,000 shares of common stock were issued and outstanding, respectively.

XML

RESTATEMENT

9 Months Ended

May 31, 2019

RESTATEMENT

NOTE 5 - RESTATEMENT

Due to the acquisition of FB, an entity under common control since June 18, 2018 (see Note 1), the Company has disclosed the balance sheet as of August 31, 2018, to restate the information on a consolidated basis as follows:

				Acquired Entity
	Originally Reported			under common control			Restatement Adjustment			As Restated
ASSETS
Current Assets
Cash and cash equivalent	$	631		$	1,872		$	-		$	2,503
Total Current Assets		631			1,872			-			2,503
TOTAL ASSETS	$	631		$	1,872		$	-		$	2,503
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	-		$	930		$	17,847		$	18,777
Due to related party		540,766			(20,693	)		(17,847	)		502,226
Total Current Liabilities		540,766			(19,763	)		-			521,003
TOTAL LIABILITIES		540,766			(19,763	)		-			521,003
Stockholders’ Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding		-			-			-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018		75,000			24,977			(24,977	)		75,000
Additional paid-in capital		36,116			-			11,270			47,386
Accumulated deficit		(651,251	)		(2,763	)		2,377			(651,637	)
Accumulated other comprehensive loss		-			(579	)		295			(284	)
Total Fellazo Corp. Stockholders’ Deficit		(540,135	)		21,635			(11,035	)		(529,535	)
Non-controlling interest		-			-			11,035			11,035
Total Stockholders’ Deficit		(540,135	)		21,635			-			(518,500	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	631		$	1,872		$	-		$	2,503

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

May 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of May 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended May 31, 2019 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, 2018, and related notes thereto included in the elsewhere in this filing.

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company and its 49% owned subsidiary Fellazo Berhad, an entity under common control. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Variable Interest Entities

The Company holds both the power to direct the most significant activities of FB, as well as an economic interest in FB and, as such, is deemed to be the primary beneficiary or consolidator of FB. The determination of the VIE’s primary beneficiary requires an evaluation of the contractual and implied rights and obligations associated with each party’s relationship with or involvement in the entity, an estimate of the entity’s expected losses and expected residual returns and the allocation of such estimates to each party involved in the entity.

Foreign Currency Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollar (“USD”). The Company’s subsidiary in Malaysia maintains their books and records in their local currency, the Malaysia Ringgit (“RM”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Exchange Rates	5/31/2019		8/31/2018		5/31/2018
Spot rate RM : USD exchange rate		0.2386		0.2434		0.2512
Average period RM : USD exchange rate		0.2419		N/A		0.2480

v

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). ASU No. 2018-17 guidance eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. This pronouncement is effective for public entities for fiscal years ending after December 15, 2019, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

May 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

Accumulated other comprehensive income

Exchange Rates	5/31/2019		8/31/2018		5/31/2018
Spot rate RM : USD exchange rate		0.2386		0.2434		0.2512
Average period RM : USD exchange rate		0.2419		N/A		0.2480

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RESTATEMENT (Tables)

9 Months Ended

May 31, 2019

RESTATEMENT (Tables)

Schedule of consolidated balance sheet

				Acquired Entity
	Originally Reported			under common control			Restatement Adjustment			As Restated
ASSETS
Current Assets
Cash and cash equivalent	$	631		$	1,872		$	-		$	2,503
Total Current Assets		631			1,872			-			2,503
TOTAL ASSETS	$	631		$	1,872		$	-		$	2,503
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	-		$	930		$	17,847		$	18,777
Due to related party		540,766			(20,693	)		(17,847	)		502,226
Total Current Liabilities		540,766			(19,763	)		-			521,003
TOTAL LIABILITIES		540,766			(19,763	)		-			521,003
Stockholders’ Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding		-			-			-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018		75,000			24,977			(24,977	)		75,000
Additional paid-in capital		36,116			-			11,270			47,386
Accumulated deficit		(651,251	)		(2,763	)		2,377			(651,637	)
Accumulated other comprehensive loss		-			(579	)		295			(284	)
Total Fellazo Corp. Stockholders’ Deficit		(540,135	)		21,635			(11,035	)		(529,535	)
Non-controlling interest		-			-			11,035			11,035
Total Stockholders’ Deficit		(540,135	)		21,635			-			(518,500	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	631		$	1,872		$	-		$	2,503

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ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 02, 2019	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018	Feb. 22, 2019	Aug. 31, 2018	Jun. 19, 2018	Apr. 17, 2018
State of incorporation				Nevada
Date of incorporation				May 28, 2014
Common stock shares issued		86,264,000		86,264,000
Accumulated Deficit		$ (791,991)		$ (791,991)			$ (651,637)
Net loss		$ (52,012)	$ (53,038)	(140,836)	$ (202,986)
Ownership percentage hold by yap								98.00%
Net Cash Used in Operating Activities				$ (102,069)	$ (55,680)
FellazoBerhad [Member]
Ownership percentage hold by yap									80.00%
Ownership percentage hold by company		49.00%		49.00%		49.00%
Equity method investment, shares acquired	49,000
Mr Yap Kit Chuan [Member]
Ownership percentage hold by company		80.00%		80.00%
Shares of equity interests issued or issuable to acquire entity	11,264,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	May 31, 2019	May 31, 2018	Feb. 28, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Spot rate RM : USD exchange rate	0.2386	0.2512	0.2434
Average periodRM : USD exchange rate	0.2419	0.2480

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	May 31, 2019	Feb. 22, 2019
FellazoBerhad [Member]
Ownership percentage	49.00%	49.00%

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		9 Months Ended
	Jan. 02, 2019	May 31, 2019	May 31, 2018	Aug. 31, 2018
Other Creditor - Related Party		$ 662,628		$ 502,226
Additional amount		160,402
Operating expenses paid by related party		39,777
Advance from a related party		$ 120,625
Mr Yap Kit Chuan [Member]
Ownership percentage		80.00%
Shares of equity interests issued or issuable to acquire entity	11,264,000

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STOCKHOLDERS? DEFICIT (Details Narrative) - $ / shares	Jan. 02, 2019	May 31, 2019	Aug. 31, 2018
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares authorized		1,000,000,000	1,000,000,000
Common stock shares issued		86,264,000
Common stock, shares outstanding		75,000,000	75,000,000
Mr Yap Kit Chuan [Member]
Shares of equity interests issued or issuable to acquire entity	11,264,000

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RESTATEMENT (Details) - USD ($)	May 31, 2019	Feb. 28, 2019	Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Aug. 31, 2017
Current Assets
Cash and cash equivalent			$ 2,503
Total Current Assets	$ 20,648		2,503
Total Assets	20,648		2,503
Current Liabilities
Accounts payable and accrued liabilities	17,767		18,777
Due to related party	662,628		502,226
Total Current Liabilities	680,395		521,003
Total Liabilities	680,395		521,003
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018	86,264		75,000
Additional Paid In Capital	36,122		47,386
Accumulated Deficit	(791,991)		(651,637)
Accumulated other comprehensive loss	(485)		(284)
Total Fellazo Corp. Stockholders' Deficit	(659,747)	$ (607,119)	(518,500)	$ (504,905)	$ (451,867)	$ (301,919)
Non-controlling interest	10,343		11,035
Total Stockholders' Equity (Deficit)	(670,090)		(529,535)
Total Liabilities and Stockholders' Equity (Deficit)	$ 20,648		2,503
Originally Reported [Member]
Current Assets
Cash and cash equivalent			631
Total Current Assets			631
Total Assets			631
Current Liabilities
Accounts payable and accrued liabilities
Due to related party			540,766
Total Current Liabilities			540,766
Total Liabilities			540,766
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018			75,000
Additional Paid In Capital			36,116
Accumulated Deficit			(651,251)
Accumulated other comprehensive loss
Total Fellazo Corp. Stockholders' Deficit			(540,135)
Non-controlling interest
Total Stockholders' Equity (Deficit)			(540,135)
Total Liabilities and Stockholders' Equity (Deficit)			631
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding
Acquired Entity Under Common Control [Member]
Current Assets
Cash and cash equivalent			1,872
Total Current Assets			1,872
Total Assets			1,872
Current Liabilities
Accounts payable and accrued liabilities			930
Due to related party			(20,693)
Total Current Liabilities			(19,763)
Total Liabilities			(19,763)
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018			24,977
Additional Paid In Capital
Accumulated Deficit			(2,763)
Accumulated other comprehensive loss			(579)
Total Fellazo Corp. Stockholders' Deficit			21,635
Non-controlling interest
Total Stockholders' Equity (Deficit)			21,635
Total Liabilities and Stockholders' Equity (Deficit)			1,872
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding
Restatement Adjustment [Member]
Current Assets
Cash and cash equivalent
Total Current Assets
Total Assets
Current Liabilities
Accounts payable and accrued liabilities			17,847
Due to related party			(17,847)
Total Current Liabilities
Total Liabilities
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018			(24,977)
Additional Paid In Capital			11,270
Accumulated Deficit			2,377
Accumulated other comprehensive loss			295
Total Fellazo Corp. Stockholders' Deficit			(11,035)
Non-controlling interest			11,035
Total Stockholders' Equity (Deficit)
Total Liabilities and Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding
As Restated [Member]
Current Assets
Cash and cash equivalent			2,503
Total Current Assets			2,503
Total Assets			2,503
Current Liabilities
Accounts payable and accrued liabilities			18,777
Due to related party			502,226
Total Current Liabilities			521,003
Total Liabilities			521,003
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 75,000,000 shares issued and outstanding as of August 31, 2018			75,000
Additional Paid In Capital			47,386
Accumulated Deficit			(651,637)
Accumulated other comprehensive loss			(284)
Total Fellazo Corp. Stockholders' Deficit			(529,535)
Non-controlling interest			11,035
Total Stockholders' Equity (Deficit)			(518,500)
Total Liabilities and Stockholders' Equity (Deficit)			2,503
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding