10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended May 31, 2020

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. 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). 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	☒
		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) YES ☐    NO ☒

Fellazo Corp has 86,264,000 common shares issued and outstanding as of November 23, 2020.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FELLAZO CORP.

Consolidated Balance Sheets

(Unaudited)

	May 31,			August 31,
	2020			2019
ASSETS
Current Assets
Cash and cash equivalent	$	12,049		$	54,467
Prepaid expense and deposit		9,317			19,105
Total Current Assets		21,366			73,572
TOTAL ASSETS	$	21,366		$	73,572
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	16,248		$	27,000
Due to related party		998,373			824,699
Total Current Liabilities		1,014,621			851,699
TOTAL LIABILITIES		1,014,621			851,699
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized;
86,264,000 shares issued and outstanding as of May 31, 2020 and August 31, 2019, respectively		86,264			86,264
Additional paid-in capital		36,122			36,122
Accumulated deficit		(1,069,954	)		(889,870	)
Accumulated other comprehensive loss		1,190			(209	)
Total Fellazo Corp. Stockholders' Deficit		(946,378	)		(767,693	)
Non-controlling interest		(46,877	)		(10,434	)
Total Stockholders' Deficit		(993,255	)		(778,127	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	21,366		$	73,572

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,
	2020			2019			2020			2019
Revenues	$	-		$	-		$	56,138		$	-
Cost of Goods Sold		-			-			(40,531	)		-
Gross profit		-			-			15,607			-
Operating Expenses
General and administrative expenses	$	80,353		$	52,012		$	233,591		$	140,836
Total operating expenses		80,353			52,012			233,591			140,836
Loss from operations		(80,353	)		(52,012	)		(217,984	)		(140,836	)
Loss before taxes		(80,353	)		(52,012	)		(217,984	)		(140,836	)
Provision for income tax		-			-			-			-
Net loss		(80,353	)		(52,012	)		(217,984	)		(140,836	)
Net loss attributable to the non-controlling interest		(15,665	)		(131	)		(37,900	)		(482	)
Net Loss Attributable to The Shareholders of Fellazo Corp.	$	(64,688	)	$	(51,881	)	$	(180,084	)	$	(140,354	)
Other comprehensive loss
Foreign currency translation gain (loss)		2,093			(616	)		2,856			(411	)
Total comprehensive loss		(78,260	)		(52,628	)		(215,128	)		(141,247	)
Comprehensive Loss attributable to the non-controlling interest		(14,597	)		(314	)		(36,443	)		(692	)
Comprehensive Loss Attributable to The Shareholders of Fellazo Corp.	$	(63,663	)	$	(52,314	)	$	(178,685	)	$	(140,555	)
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			86,264,000			86,264,000			81,230,118

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

4

FELLAZO CORP.

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the three and nine months ended May 31, 2020

										Accumulated
	Common Stock				Additional Paid in		Accumulated			other comprehensive			Non controlling
	Shares		Amount		Capital		Deficit			loss			Interest			Total
Balance, August 31, 2019		86,264,000	$	86,264	$	36,122	$	(889,870	)	$	(209	)	$	(10,434	)	$	(778,127	)
Net loss		-		-		-		(54,481	)		-			(8,072	)		(62,553	)
Foreign currency translation gain		-		-		-		-			(64	)		(66	)		(130	)
Balance, November 30, 2019		86,264,000	$	86,264	$	36,122	$	(944,351	)	$	(273	)	$	(18,572	)	$	(840,810	)
Net loss		-		-		-		(60,915	)		-			(14,163	)		(75,078	)
Foreign currency translation gain		-		-		-		-			438			455			893
Balance, February 29, 2020		86,264,000	$	86,264	$	36,122	$	(1,005,266	)	$	165		$	(32,280	)	$	(914,995	)
Net loss		-		-		-		(64,688	)		-			(15,665	)		(80,353	)
Foreign currency translation loss		-		-		-		-			1,025			1,068			2,093
Balance, May 31, 2020		86,264,000	$	86,264	$	36,122	$	(1,069,954	)	$	1,190		$	(46,877	)	$	(993,255	)

For the three and nine months ended May 31, 2019

											Accumulated
	Common Stock				Additional Paid in			Accumulated			other comprehensive			Non 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	)
Net loss		-		-		-			(44,459	)		-			(351	)		(44,810	)
Foreign currency translation gain		-		-		-			-			(188	)		(196	)		(384	)
Balance, November 30, 2018		75,000,000		75,000		47,386			(696,096	)		(472	)		10,488			(563,694	)
Acquisition of subsidiary under common control		11,264,000		11,264		(11,264	)		-			-			-			-
Net loss		-		-		-			(43,883	)		-			(131	)		(44,014	)
Foreign currency translation gain		-		-		-			-			289			300			589
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	)

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

5

FELLAZO CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	May 31,
	2020			2019
Cash Flows from Operating Activities:
Net loss	$	(217,984	)	$	(140,836	)
Adjustments to reconcile net loss to net cash used in operations:
Expenses paid by related party		222,090			39,777
Changes in operating assets and liabilities:
Prepaid		16,101			-
Deposit		(6,578	)		-
Accounts payable and accrued liabilities		(10,752	)		(1,010	)
Net Cash Provided by Operating Activities		2,877			(102,069	)
Cash Flows from Financing Activities:
Expenses paid for related party		(350,642	)		-
Advance from related party		309,249			120,625
Repayment to related party		(4,368	)		-
Net Cash Provided by Financing Activities		(45,761	)		120,625
Effects on changes in foreign exchange rate		466			(411	)
Net change in cash and cash equivalents		(42,418	)		18,145
Cash and cash equivalents, beginning of period		54,467			2,503
Cash and cash equivalents, end of period	$	12,049		$	20,648
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

6

FELLAZO CORP.

Notes to the Consolidated Financial Statements

For the Period Ended May 31, 2020

(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, 2020, 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. The Company had commenced to be engaged in the industry of “Healthcare and Personal Wellness” products and related products. Activities include but not limited to sourcing raw materials or partly or fully finished products, manufacturing, wholesale and trading of these products.

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

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, 2020, the Company had an accumulated deficit of $1,069,954, and net loss of $217,984 for the nine months ended May 31, 2020. 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 U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended August 31, 2019.

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.

7

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.

Revenue recognition

The Company commenced its operation in mid-October 2019. At this initial stage revenue is earned from the trading of raw bird-nest only.

The Company’s revenue recognition procedures consist of the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations pursuant to each of its sales transactions:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

However at this initial stage of our operations which started with trading of raw bird-nest, the management is using this initial stage as exposure of the management to the bird-nest business in order to learn and experience with our suppliers whom are bird-nest farmers or their agents, determination of quality of the raw material, the process of raw bird-nest cleaning of the different class of the raw material and market for these clean bird-nest.

Thus at this initial stage we have not entered into any formal contract with our suppliers and purchasers, most of the suppliers and purchasers are known to our management or introduced to the management by closed business friends.

Cost of Goods Sold – Trading of Raw Bird-Nest

At this initial stage of business operations which the management considered as exposure, gaining of knowledge and experience of the overall bird-nest business, our Cost of goods sold only include the actual cost of the raw bird-nest.

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	May 31, 2020		August 31, 2019
Spot rate RM : USD exchange rate		0.2300		0.2378
Average period RM : USD exchange rate		0.2311		0.2415

8

NOTE 3 – RELATED PARTY TRANSACTIONS

Our Management Agent, Swipypay Berhad (a company established in Malaysia) is 80% owned by our Director – Mr Yap Kit Chuan. Total outstanding amount due to our Management Agent was $998,373 and $824,699 as at May 31, 2020 and August 31, 2019 respectively. The additional amount of $173,674 incurred in the nine months ended May 31, 2020 consisted of operating expenses paid on behalf of the Company of $222,090 and advance from a related party of $309,249, repayment to related party of $4,368 and expense paid for related party of $350,642. The difference of amount was a result of change of exchange rate.

During the nine months ended May 31, 2020, we had purchased $9,290 (RM38,790.51) worth of raw bird-nest from Swipypay Berhad (also an agent for bird-nest farmers).

NOTE 4 – PREPAID EXPENSES AND DEPOSIT

Prepaid expense and deposit consist of the following:

	May 31,		August 31,
	2020		2019
Prepaid expenses	$	3,000	$	19,105
Deposit		6,317		-
	$	9,317	$	19,105

During the nine months ended May 31, 2020, the Company recorded deposit of $6,317 (RM 27,467), an initial deposit for our OEM personal cleansing and nourishing facial products, these initial batches of the products would generally be used for marketing purposes such as trial samples for potential customers.

9

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.

Overview of Corporate History

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

Overview of Current Business

During the quarter ending May 31, 2020, the Company is still in the process of commencement of its operations with heavy emphasis into healthcare - primarily bird-nest based health supplement and bird-nest related health products, which include manufacturing and retail (retail chain and online). With our expertise in online applications platform, we expect to develop an online network platform to market and sell our products, and also create a system to source and purchase raw materials we required.

Since October 2019, the Company’s 49% subsidiary Fellazo Berhad (FB) started purchasing raw bird-nests directly from bird-nest farmers or their agents and re-selling them to bird-nest processors; wherever possible these raw bird-nests are delivered directly from the farmer to the processor.

Due to outbreak of Covid-19 pandemic and government imposed lockdown, we ceased operations mid-January 2020, and have yet to recover sales, even with partial lifting of lockdown; only total of 17 invoices were issued for the year ending August 31, 2020, and some sales were made to our own directors during the recent quarter.

In view of the still unknown market, economy sentiment and further regional and district lockdowns, and with bird-nest recently being considered a prestige product, the market may take a longer time to recover.

On August 1, 2020; FB had executed an Addendum and Update to the existing Management Agent agreement with Swipypay Berhad to include the additional functions, and the monthly management fee was increased from $5,000 to $10,000; this was in anticipation of FB’s increase in operational volume in the near future.

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 and the bird-nest show factory is located at Level B1 in the same office building. Our corporate website is http://fellazo.com.

10

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, 2020 and 2019

	Three months ended
	May 31,
	2020		2019		Change		%
Revenue	$	-	$	-	$	-		-
Cost of Goods Sold		-		-		-		-
General and administrative expenses		80,353		52,012		28,341		54	%
Net loss	$	80,353	$	52,012	$	28,341		54	%

For the three months ended May 31, 2020, we had revenue of $0 and cost of revenue of $0, as compared to $0 and $0 for the same period in 2019. We had no revenue for the three months ended May 31, 2020, directly due to the impact of Covid-19 and not being able to offer products.

Our general and administrative expenses were $80,353 for the three months ended May 31, 2020, as compared to $52,012 for the same period in 2019. The increase in general and administrative expenses was primarily due to increased management fees and traveling expense.

Comparison of the nine months ended May 31, 2020 and 2019

	Nine Months Ended
	May 31,
	2020		2019		Change		%
Revenue	$	56,138	$	-	$	56,138		-
Cost of Goods Sold		40,531		-		40,531		-
General and administrative expenses		233,591		140,836		92,755		66	%
Net loss	$	217,984	$	140,836	$	77,148		55	%

For the nine months ended May 31, 2020, we had revenue of $56,138 and cost of revenue of $40,531, as compared to $0 and $0 for the same period in 2019. The Company started with trading of raw bird-nest and it is an initial stage of our operations.

Our general and administrative expenses were $233,591 for the nine months ended May 31, 2020, as compared to $140,836 for the same period in 2019. The increase in general and administrative expenses was primarily due to increased management fees and traveling expense.

11

Liquidity and Capital Resources

Working Capital

	May 31,			August 31,
	2020			2019			Change			%
Current assets	$	21,366		$	73,572		$	(52,206	)	(71%)
Current liabilities	$	1,014,621		$	851,699		$	162,922			19	%
Working capital deficiency	$	(993,255	)	$	(778,127	)	$	(215,128	)		28	%

The Company’s current assets consists of cash and cash equivalents of $12,049 and prepaid expense and deposit of $9,317 at May 31, 2020, as compared to cash and cash equivalents of $54,467 and prepaid expense of $19,105 at August 31, 2019.

As at May 31, 2020, current liabilities consisted of accounts payable and accrued liabilities of $16,248 and due to a related party of $998,373, as compared to August 31, 2019, current liabilities consisted of accounts payable and accrued liabilities of $27,000 and due to a related party of $824,699. The increase in current liabilities is primarily due to the operating expenses paid by the related party.

Cash Flows

	Nine Months Ended
	May 31,
	2020			2019			Change
Cash provided by (used in) operating activities	$	2,877		$	(102,069	)	$	104,946
Cash provided by (used in) financing activities		(45,761	)		120,625			(166,386	)
Effects on changes in foreign exchange rate		466			(411	)		877
Net change in cash and cash equivalents	$	(42,418	)	$	18,145		$	(60,563	)

Cash Flow from Operating Activities

Cash flows provided by operations was $2,877 during the nine months ended May 31, 2020, compared with cash used in operating activities of $102,069 during the same period in 2019. The increase in cash provided by operating activities is mainly due to an expense paid by related party.

Cash Flow from Financing Activities

During the nine months ended May 31, 2020, the Company received $309,249 from a related party, and repaid $4,368 to a related party and paid $350,642 for expenses on behalf of a related party. During the nine months ended May 31, 2019, the Company received $120,625 from a related party,

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.

12

For a complete description of our critical accounting policies and estimates, refer to our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 10, 2020.

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.

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, 2020. 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, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13

PART –I - 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.

14

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.

15

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: November 27, 2020	/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)

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION

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.	The registrant’s other certifying officer and I are 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 we 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 fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our 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: November 27, 2020	By:	/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 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of FELLAZO CORP. for the quarter ended May 31, 2020, as filed with the Securities and Exchange Commission on the date hereof, the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to best of my knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 27, 2020	By:	/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)

A signed original of this written statement required by Section 906, or other documents authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	9 Months Ended
	May 31, 2020	Nov. 23, 2020
Cover [Abstract]
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 Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	May 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		86,264,000
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	May 31, 2020	Aug. 31, 2019
Current Assets
Cash and cash equivalent	$ 12,049	$ 54,467
Prepaid expense and deposit	9,317	19,105
Total Current Assets	21,366	73,572
TOTAL ASSETS	21,366	73,572
Current Liabilities
Accounts payable and accrued liabilities	16,248	27,000
Due to related party	998,373	824,699
Total Current Liabilities	1,014,621	851,699
TOTAL LIABILITIES	1,014,621	851,699
Stockholders' Deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized;86,264,000 shares issued and outstanding as of May 31, 2020 and August 31, 2019, respectively	86,264	86,264
Additional paid-in capital	36,122	36,122
Accumulated deficit	(1,069,954)	(889,870)
Accumulated other comprehensive loss	1,190	(209)
Total Fellazo Corp. Stockholders' Deficit	(946,378)	(767,693)
Non-controlling interest	(46,877)	(10,434)
Total Stockholders' Deficit	(993,255)	(778,127)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 21,366	$ 73,572

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2020	Aug. 31, 2019
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	86,264,000
Common stock, shares outstanding	86,264,000	86,264,000

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenues	$ 0	$ 0	$ 56,138	$ 0
Cost of Goods Sold	0	0	(40,531)	0
Gross profit	0	0	15,607	0
Operating Expenses
General and administrative expenses	80,353	52,012	233,591	140,836
Total operating expenses	80,353	52,012	233,591	140,836
Loss from operations	(80,353)	(52,012)	(217,984)	(140,836)
Loss before taxes	(80,353)	(52,012)	(217,984)	(140,836)
Provision for income tax	0	0	0	0
Net loss	(80,353)	(52,012)	(217,984)	(140,836)
Net loss attributable to the non-controlling interest	(15,665)	(131)	(37,900)	(482)
Net Loss Attributable to The Shareholders of Fellazo Corp.	(64,688)	(51,881)	(180,084)	(140,354)
Other comprehensive loss
Foreign currency translation gain (loss)	2,093	(616)	2,856	(411)
Total comprehensive loss	(78,260)	(52,628)	(215,128)	(141,247)
Comprehensive Loss attributable to the non-controlling interest	(14,597)	(314)	(36,443)	(692)
Comprehensive Loss Attributable to The Shareholders of Fellazo Corp.	$ (63,663)	$ (52,314)	$ (178,685)	$ (140,555)
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	86,264,000	86,264,000	81,230,118

XML

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated other comprehensive loss [Member]	Non controlling Interest [Member]
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	(44,810)	0	0	(44,459)	0	(351)
Foreign currency translation gain	(384)	$ 0	0	0	(188)	(196)
Balance, shares at Nov. 30, 2018		75,000,000
Balance, amount at Nov. 30, 2018	(563,694)	$ 75,000	47,386	(696,096)	(472)	10,488
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)
Foreign currency translation loss	(411)
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 Nov. 30, 2018		75,000,000
Balance, amount at Nov. 30, 2018	(563,694)	$ 75,000	47,386	(696,096)	(472)	10,488
Net loss	(44,014)	0	0	(43,883)	0	(131)
Foreign currency translation gain	589	$ 0	0	0	289	300
Acquisition of subsidiary under common control, shares		11,264,000
Acquisition of subsidiary under common control, amount	0	$ 11,264	(11,264)	0	0	0
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)	0	0	(52,012)	0	0
Foreign currency translation loss	(616)	$ 0	0	0	(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
Balance, shares at Aug. 31, 2019		86,264,000
Balance, amount at Aug. 31, 2019	(778,127)	$ 86,264	36,122	(889,870)	(209)	(10,434)
Net loss	(62,553)	0	0	(54,481)	0	(8,072)
Foreign currency translation gain	(130)	$ 0	0	0	(64)	(66)
Balance, shares at Nov. 30, 2019		86,264,000
Balance, amount at Nov. 30, 2019	(840,810)	$ 86,264	36,122	(944,351)	(273)	(18,572)
Balance, shares at Aug. 31, 2019		86,264,000
Balance, amount at Aug. 31, 2019	(778,127)	$ 86,264	36,122	(889,870)	(209)	(10,434)
Net loss	(217,984)
Foreign currency translation loss	2,856
Balance, shares at May. 31, 2020		86,264,000
Balance, amount at May. 31, 2020	(993,255)	$ 86,264	36,122	(1,069,954)	1,190	(46,877)
Balance, shares at Nov. 30, 2019		86,264,000
Balance, amount at Nov. 30, 2019	(840,810)	$ 86,264	36,122	(944,351)	(273)	(18,572)
Net loss	(75,078)	0	0	(60,915)	0	(14,163)
Foreign currency translation gain	893	$ 0	0	0	438	455
Balance, shares at Feb. 29, 2020		86,264,000
Balance, amount at Feb. 29, 2020	(914,995)	$ 86,264	36,122	(1,005,266)	165	(32,280)
Net loss	(80,353)	0	0	(64,688)	0	(15,665)
Foreign currency translation loss	2,093	$ 0	0	0	1,025	1,068
Balance, shares at May. 31, 2020		86,264,000
Balance, amount at May. 31, 2020	$ (993,255)	$ 86,264	$ 36,122	$ (1,069,954)	$ 1,190	$ (46,877)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2020	May 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (217,984)	$ (140,836)
Adjustments to reconcile net loss to net cash used in operations:
Expenses paid by related party	222,090	39,777
Changes in operating assets and liabilities:
Prepaid	16,101	0
Deposit	(6,578)	0
Accounts payable and accrued liabilities	(10,752)	(1,010)
Net Cash Provided by Operating Activities	2,877	(102,069)
Cash Flows from Financing Activities:
Expenses paid for related party	(350,642)	0
Advance from related party	309,249	120,625
Repayment to related party	(4,368)	0
Net Cash Provided by Financing Activities	(45,761)	120,625
Effects on changes in foreign exchange rate	466	(411)
Net change in cash and cash equivalents	(42,418)	18,145
Cash and cash equivalents, beginning of period	54,467	2,503
Cash and cash equivalents, end of period	12,049	20,648
Supplemental cash flow information
Interest paid	0	0
Income taxes paid	0	0
Non-cash financing transactions:
Stock issued for acquisition of subsidiary under common control	$ 0	$ 11,264

XML

ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

9 Months Ended

May 31, 2020

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, 2020, 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. The Company had commenced to be engaged in the industry of “Healthcare and Personal Wellness” products and related products. Activities include but not limited to sourcing raw materials or partly or fully finished products, manufacturing, wholesale and trading of these products.

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

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, 2020, the Company had an accumulated deficit of $1,069,954, and net loss of $217,984 for the nine months ended May 31, 2020. 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, 2020

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 U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended August 31, 2019.

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.

Revenue recognition

The Company commenced its operation in mid-October 2019. At this initial stage revenue is earned from the trading of raw bird-nest only.

The Company’s revenue recognition procedures consist of the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations pursuant to each of its sales transactions:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

However at this initial stage of our operations which started with trading of raw bird-nest, the management is using this initial stage as exposure of the management to the bird-nest business in order to learn and experience with our suppliers whom are bird-nest farmers or their agents, determination of quality of the raw material, the process of raw bird-nest cleaning of the different class of the raw material and market for these clean bird-nest.

Thus at this initial stage we have not entered into any formal contract with our suppliers and purchasers, most of the suppliers and purchasers are known to our management or introduced to the management by closed business friends.

Cost of Goods Sold – Trading of Raw Bird-Nest

At this initial stage of business operations which the management considered as exposure, gaining of knowledge and experience of the overall bird-nest business, our Cost of goods sold only include the actual cost of the raw bird-nest.

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	May 31, 2020		August 31, 2019
Spot rate RM : USD exchange rate		0.2300		0.2378
Average period RM : USD exchange rate		0.2311		0.2415

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

May 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 3 - RELATED PARTY TRANSACTIONS

Our Management Agent, Swipypay Berhad (a company established in Malaysia) is 80% owned by our Director – Mr Yap Kit Chuan. Total outstanding amount due to our Management Agent was $998,373 and $824,699 as at May 31, 2020 and August 31, 2019 respectively. The additional amount of $173,674 incurred in the nine months ended May 31, 2020 consisted of operating expenses paid on behalf of the Company of $222,090 and advance from a related party of $309,249, repayment to related party of $4,368 and expense paid for related party of $350,642. The difference of amount was a result of change of exchange rate.

During the nine months ended May 31, 2020, we had purchased $9,290 (RM38,790.51) worth of raw bird-nest from Swipypay Berhad (also an agent for bird-nest farmers).

XML

PREPAID EXPENSES AND DEPOSIT

9 Months Ended

May 31, 2020

PREPAID EXPENSES AND DEPOSIT

NOTE 4 - PREPAID EXPENSES AND DEPOSIT

Prepaid expense and deposit consist of the following:

	May 31,		August 31,
	2020		2019
Prepaid expenses	$	3,000	$	19,105
Deposit		6,317		-
	$	9,317	$	19,105

During the nine months ended May 31, 2020, the Company recorded deposit of $6,317 (RM 27,467), an initial deposit for our OEM personal cleansing and nourishing facial products, these initial batches of the products would generally be used for marketing purposes such as trial samples for potential customers.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

May 31, 2020

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 U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended August 31, 2019.

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.

Revenue recognition

The Company commenced its operation in mid-October 2019. At this initial stage revenue is earned from the trading of raw bird-nest only.

The Company’s revenue recognition procedures consist of the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations pursuant to each of its sales transactions:

·identify the contract with a customer;

·identify the performance obligations in the contract;

·determine the transaction price;

·allocate the transaction price to performance obligations in the contract; and

·recognize revenue as the performance obligation is satisfied.

However at this initial stage of our operations which started with trading of raw bird-nest, the management is using this initial stage as exposure of the management to the bird-nest business in order to learn and experience with our suppliers whom are bird-nest farmers or their agents, determination of quality of the raw material, the process of raw bird-nest cleaning of the different class of the raw material and market for these clean bird-nest.

Thus at this initial stage we have not entered into any formal contract with our suppliers and purchasers, most of the suppliers and purchasers are known to our management or introduced to the management by closed business friends.

Cost of Goods Sold - Trading of Raw Bird-Nest

At this initial stage of business operations which the management considered as exposure, gaining of knowledge and experience of the overall bird-nest business, our Cost of goods sold only include the actual cost of the raw bird-nest.

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	May 31, 2020	August 31, 2019
Spot rate RM : USD exchange rate	0.2300	0.2378
Average period RM : USD exchange rate	0.2311	0.2415

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

May 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of accumulated other comprehensive income

Exchange Rates	May 31, 2020	August 31, 2019
Spot rate RM : USD exchange rate	0.2300	0.2378
Average period RM : USD exchange rate	0.2311	0.2415

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PREPAID EXPENSES AND DEPOSIT (Tables)

9 Months Ended

May 31, 2020

PREPAID EXPENSES AND DEPOSIT

Schedule of prepaid expense and deposit

	May 31,		August 31,
	2020		2019
Prepaid expenses	$	3,000	$	19,105
Deposit		6,317		-
	$	9,317	$	19,105

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ORGANIZATION DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	May 31, 2020	Feb. 29, 2020	Nov. 30, 2019	May 31, 2019	Feb. 28, 2019	Nov. 30, 2018	May 31, 2020	May 31, 2019	Aug. 31, 2019
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Accumulated deficit	$ (1,069,954)						$ (1,069,954)		$ (889,870)
Net loss	$ (80,353)	$ (75,078)	$ (62,553)	$ (52,012)	$ (44,014)	$ (44,810)	$ (217,984)	$ (140,836)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	May 31, 2020	Aug. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Spot rate RM : USD exchange rate	0.2300	0.2378
Average period RM : USD exchange rate	0.2311	0.2415

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	May 31, 2020	May 31, 2019	Aug. 31, 2019
Total outstanding amount due to related party	$ 998,373		$ 824,699
Advance from a related party	309,249	$ 120,625
Expenses paid for related party	(350,642)	0
Repayment to Related Party	4,368	$ 0
Mr Yap Kit Chuan [Member]
Advance from a related party	309,249
Expenses paid for related party	(350,642)
Additional amount incurred	173,674
Operating expenses paid by related party	222,090
Repayment to Related Party	4,368
Swipypay Berhad [Member]
Purchased raw brid-nest	$ 9,290
FellazoBerhad [Member]
Ownership percentage hold by yap	80.00%

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PREPAID EXPENSES AND DEPOSIT (Details) - USD ($)	May 31, 2020	Aug. 31, 2019
PREPAID EXPENSES AND DEPOSIT (Details)
Prepaid expenses	$ 3,000	$ 19,105
Deposit	6,317	0
Prepaid expense and deposit	$ 9,317	$ 19,105

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PREPAID EXPENSES AND DEPOSIT (Details Narrative)	9 Months Ended
	May 31, 2020 USD ($)
PREPAID EXPENSES AND DEPOSIT
Initial deposit	$ 6,317