Concentrations

The Company had a concentration in demand for its products as fourthree customers comprised 100% of the Company’s sales where for one customer was approximately 64% and a second customer was 24%approximately 32%.

The Company had a concentration in supply of its products as three customers comprised 100% of Company’s purchases where for one supplier provided 63%was approximately 62% and second supplier provided 34% of the Company’s purchases totaling 97%was approximately 32%.

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 $1,487,597$1,572,735 and $1,409,229 as at November 30, 2021February 28, 2022 and August 31, 2021 respectively. The additional amount of $78,368$163,506 incurred in the threesix months ended November 30, 2021,February 28, 2022, primarily consisted of operating expenses paid on behalf of the Company of $89,941,$184,554, advances from a related party of $40,732,$51,335, and a repayment to related party of $46,471.$69,314. The difference of amount was a result of change of exchange rate.

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

The Company’s core business is “Healthcare and Personal Wellness” products - primarily bird-nest based, which include manufacturing and retail (retail chain and online). With our expertise in online applications platforms, we will be developing an online network platform to market and sell our products. and also create a system to source and purchase raw materials we required.

In mid of October 2019, the Company’s 49% subsidiary Fellazo Berhad (FB) started purchases of raw bird-nests directly from bird-nest farmers or their agents, and re-sold them to bird-nest processors; wherever possible these raw bird-nests are delivered directly from the farmer to the processor, so that we would not have to maintain a facility to store these raw bird-nests at an early stage of our business development.

FB’s show factory had since moved to a new location after our Head-Office moved to Putrajaya, the Malaysian Government’s Federal Administrative Center. The new show factory is located within half an hour from our office and continue to be managed by our Management Agent, Swipypay Berhad.

Due to the continuous effects of the Covid-19 pandemic and the economy uncertainty, our operations are on bare minimum and any plan for expansion had been put on hold until the overall economy climate improves.

On April 1, 2021, Yap Kit Chuan, President, director and owner of ninety-six percent (96%) of the issued and outstanding shares of Common Stock of the Company, agreed to transfer, to a number of business associates, up to approximately 26,000,000 shares of the Company’s Common Stock, representing thirty percent (30%) of the total issued and outstanding shares of Common Stock of the Company.

On July 15, 2021, Yap Kit Chuan, agreed to increase the proposed transfers up to a total of 35,000,000 shares, representing up to forty-one percent (41%) of the issued and outstanding shares of the Company’s Common Stock. The transfer will occur from time to time and will now be completed on or before August 31, 2021. The transfers will be undertaken pursuant to Regulation S of the Securities Act of 1933, and the shares transferred will continue to carry a restrictive legend.

As of August 31,2021, the total of 34,835,373 shares have been transferred to 249 new and 9 existing shareholders, and the number of shares belonged to Yap Kit Chuan was 48,368,127 shares.

Our office is located at T2-L8-3, Level 8, IOI City Tower Two, Lebuh IRC, IOI Resort City, 62502 Putrajaya, Malaysia. Our corporate website is http://fellazo.com.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

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 November 30,February 28, 2022 and 2021 and 2020

For the three months ended November 30, 2021,February 28, 2022, we had revenue of $12,026$12,225 and cost of goods sold of $7,674,$7,156, as compared to $17,016$185,960 and $9,558$140,456 for the same period in 2020.2021. The Company started with trading of raw bird-nest since fiscal year 2020 and it is an initial stage of our operations.

Our general and administrative expenses were $92,297$92,032 for the three months ended November 30, 2021,February 28, 2022, as compared to $91,426$104,422 for the same period in 2020.2021. General and administrative expense mainly consisted of management fee and payroll expense.

Our net loss increased by $3,977$28,045 due to a decrease in revenue and gross profit.

Comparison of the six months ended February 28, 2022 and 2021

For the six months ended February 28, 2022, we had revenue of $24,251 and cost of goods sold of $14,830, as compared to $202,976 and $150,014 for the same period in 2021. The Company started with trading of raw bird-nest since fiscal year 2020 and it is an initial stage of our operations.

Our general and administrative expenses were $184,329 for the six months ended February 28, 2022, as compared to $195,848 for the same period in 2021. General and administrative expense mainly consisted of management fee and payroll expense.

Our net loss increased by $32,022 due to a decrease in revenue and gross profit.

Liquidity and Capital Resources

Working Capital

The Company’s current assets consists of cash of $5,853$4,678, accounts receivable of $570 and prepaid expense of $1,133 at November 30, 2021,February 28, 2022, as compared to cash of $7,361 and at August 31, 2021.

As at November 30, 2021,February 28, 2022, current liabilities consisted of accounts payable and accrued liabilities of $15,974$21,081 and due to a related party of $1,487,597,$1,572,735, as compared to August 31, 2021, current liabilities consisted of accounts payable and accrued liabilities of $13,721 and due to a related party of $1,409,229. The increase in current liabilities is primarily due to the operating expenses paid by the related party.

Cash Flows

Cash Flow from Operating Activities

Cash flows provided by operations was $4,260$15,307 during the threesix months ended November 30, 2021,February 28, 2022, compared with $13,489$58,927 during the same period in 2020.2021. The decrease in cash provided by operating activities is mainly due to expenses paid by related party.

Cash Flow from Financing Activities

During the threesix months ended November 30, 2021,February 28, 2022, the Company received $40,732$51,335 from a related party, and repaid $46,471$69,314 to a related party. During the threesix months ended November 30, 2020,February 28, 2021, the Company received $8,235$10,458 from a related party, and repaid $21,104$64,122 to 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.

For a complete description of our critical accounting policies and estimates, refer to our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 16, 2021.

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 November 30, 2021.February 28, 2022. 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 November 30, 2021February 28, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

Item 6. Exhibits

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

___________

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.