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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED August 31, 2023

OR

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

COMMISSION FILE NUMBER: 000-55806

  

Photozou Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

  Delaware 90-1260322  
 

(State or other jurisdiction

of incorporation or organization)

 (I.R.S. Employer Identification No.)  
       
 

4-30-4F, Yotsuya Shinjuku-ku,

Tokyo, Japan

 160-0004  
   (Address of Principal Executive Offices) (Zip Code)   

 

  Issuer's telephone number: +81-3-6369-1589

Fax number: +81-3-6369-3727 

Email: info@photozou.co.jp

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

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

 

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 [X] No

 

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

 

As of October 24, 2023, there were 8,000,000 shares of common stock and no shares of preferred stock issued and outstanding.

 

-1-

 

INDEX

 

      Page 
PART I - FINANCIAL INFORMATION    
     
ITEM 1 FINANCIAL STATEMENTS - UNAUDITED   F1
Consolidated Balance Sheets - UNAUDITED   F2
CONSOLIDATED Statements of Operations AND COMPREHENSIVE LOSS - UNAUDITED    F3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT - UNAUDITED    F4
CONSOLIDATED Statements of Cash Flows - unaudited   F5
Notes to CONSOLIDATED Financial Statements - unaudited   F6
     
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS   3
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   3
ITEM 4 CONTROLS AND PROCEDURES   4
 
PART II - OTHER INFORMATION    
 
ITEM 1 LEGAL PROCEEDINGS   5
ITEM 1A RISK FACTORS    
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   5
ITEM 3 DEFAULTS UPON SENIOR SECURITIES   5
ITEM 4 MINE SAFETY DISCLOSURES   5
ITEM 5 OTHER INFORMATION   5
ITEM 6 EXHIBITS   5
   
SIGNATURES   6

 

-2-

Table of Contents

PART I - FINANCIAL INFORMATION

  

ITEM 1 FINANCIAL STATEMENTS

  

PHOTOZOU HOLDINGS, Inc.

FINANCIAL STATEMENTS

(UNAUDITED) 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Pages
     
Consolidated Balance Sheets - Unaudited   F2
     
Consolidated Statements of Operations and Comprehensive Loss - Unaudited   F3
     
Consolidated Statements of Changes in Stockholders’ Deficit - Unaudited   F4
     
Consolidated Statements of Cash Flows - Unaudited   F5
     
Consolidated Notes to Financial Statements - Unaudited   F6 

 

-F1-

Table of Contents

 

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

    August 31, 2023   November 30, 2022
         
ASSETS 　 　 　 　
CURRENT ASSETS        
Cash and cash equivalents $ 16,389 $ 19,104
Accounts receivable   4,407   7,981
Prepaid and other current assets 　 1,968 　 2,657
Sales tax recoverable   7,908   10,978
Inventories, net   55,028   58,780
　 　 　 　 　
TOTAL CURRENT ASSETS   85,700   99,500
　 　
NON-CURRENT ASSETS
Website and software, net 　 61,700 　 5,401
Advance payments   -    25,084
　 　 　 　 　
TOTAL ASSETS $ 147,400 $ 129,985
　 　 　 　 　
LIABILITIES AND STOCKHOLDERS’ DEFICIT         
CURRENT LIABILITIES 　 　 　 　
Accrued expenses $ 19,945 $ 823
Due to related parties   769,994   651,999
Long-term loan payable, current portion   9,685   10,197
         
TOTAL CURRENT LIABILITIES 　 799,624 　 663,019
         
NON- CURRENT LIABILITIES 　 　
Long-term loan payable, non-current portion   8,878   16,994
　 　 　 　 　
TOTAL LIABILITIES   808,502   680,013
　 　
STOCKHOLDERS’ DEFICIT    
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2023 and November 30, 2022)     -   -
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2023 and November 30, 2022)   800   800
Additional paid in capital 　 100,013 　 50,030
Accumulated deficit    (856,617)    (674,947)
Accumulated other comprehensive income 　  94,702 　  74,089
         
TOTAL STOCKHOLDERS’ DEFICIT 　  (661,102) 　  (550,028)
         
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT $ 147,400 $ 129,985

 

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

 

-F2-

Table of Contents

 

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

    Three Months Ended   Three Months Ended   Nine Months Ended   Nine Months Ended
    August 31, 2023   August 31, 2022   August 31, 2023   August 31, 2022
    　   　        
REVENUES 　 　 　 　 　      
Revenue from cameras sold $ 9,237 $ 22,246 $ 41,966 $ 121,125
Service revenue 　 2,600   6,996 　 12,417   39,849
                 
TOTAL REVENUES 　 11,837 　 29,242 　 54,383   160,974
                 
COST OF REVENUES 　              
 
Cost of revenue from cameras sold    6,718   14,314   30,630   83,908
Cost of service revenue   7,859   7,565   23,118   33,156
                 
TOTAL COST OF REVENUES 　 14,577 　 21,879 　 53,748   117,064
                 
GROSS (LOSS) PROFIT 　 (2,740) 　 7,363 　 635   43,910
                 
OPERATING EXPENSES 　 　 　 　 　      
General and administrative expenses $ 66,490 $ 33,446 $ 182,903 $ 155,831
                 
TOTAL OPERATING EXPENSES $ 66,490 $ 33,446 $ 182,903 $ 155,831
　 　 　 　 　        
OTHER INCOME $ 174 $ 259 $ 742 $ 7,564
　 　 　 　 　        
OTHER EXPENSES $ 84 $ 37 $ 144 $ 130
　 　 　 　 　        
NET LOSS $ (69,140) $ (25,861) $  (181,670) $  (104,487)
　 　 　 　 　        
OTHER COMPREHENSIVE INCOME                
Foreign currency translation adjustment $ 16,901 $ 23,149 $ 20,613 $ 60,415
                 
TOTAL COMPREHENSIVE LOSS $ (52,239) $ (2,712) $  (161,057) $  (44,072)
                 
BASIC AND DILUTED NET LOSS PER COMMON STOCK $ (0.01) $ (0.00) $  (0.02) $  (0.01)
                 
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 　 8,000,000 　 8,000,000 　 8,000,000 　 8,000,000

 

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

 

-F3-

Table of Contents

 

PHOTOZOU HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

              ACCUMULATED        
          ADDITIONAL   OTHER        
  COMMON STOCK   PAID IN   COMPREHENSIVE   ACCUMULATED    
  NUMBER 　 AMOUNT 　 CAPITAL 　 INCOME (LOSS) 　 DEFICIT 　 TOTALS
　 　 　 　 　 　 　 　 　 　 　 　
Balance November 30, 2021 8,000,000 $ 800 $ 50,030 $ 12,575 $ (519,661) $  (456,256)
                       
Net loss - 　 - 　 - 　 - 　 (4,989) 　 (4,989)
Foreign currency translation -   -   -   4,897   -   4,897
　 　 　 　 　 　 　 　 　 　 　 　
Balance February 28, 2022 8,000,000   800   50,030   17,472    (524,650)    (456,348)
                       
Net loss -   -   -   -   (73,637)   (73,637)
Foreign currency translation -   -   -   32,369   -   32,369
                       
Balance May 31, 2022 8,000,000   800   50,030   49,841   (598,287)   (497,616)
　 　 　 　 　 　 　 　 　 　 　 　
Net loss - 　 - 　 - 　 - 　 (25,861) 　 (25,861)
Foreign currency translation -   -   -   23,149   -   23,149
                       
Balance August 31, 2022 8,000,000 $ 800 $ 50,030 $  72,990 $ (624,148) $  (500,328)
                       
Balance November 30, 2022 8,000,000 $ 800 $ 50,030 $ 74,089   $  (674,947) $  (550,028)
                       
Net Loss -   -   -   -   (43,459)   (43,459)
Foreign currency translation -   -   -   (5,525)   -   (5,525)
　 　 　 　 　 　 　 　 　 　 　 　
Balance February 28, 2023 8,000,000   800   50,030    68,564   (718,406)    (599,012)
                       
Net loss -   -   -   -   (69,071)   (69,071)
Foreign currency translation -   -   -   9,237   -   9,237
                       
Balance May 31, 2023 8,000,000   800   50,030   77,801   (787,477)   (658,846)
                       
Net loss - - - - (69,140)   (69,140)
Deemed contribution related to website transferred from related party under common control -   -   49,983   -   -   49,983
Foreign currency translation -   -   -   16,901   -   16,901
                       
Balance August 31, 2023 8,000,000 $ 800 $ 100,013 $ 94,702 $ (856,617) $ (661,102)

 

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

 

-F4-

Table of Contents

  

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     

Nine

Months Ended

  

Nine

Months Ended

      August 31, 2023   August 31, 2022
           
CASH FLOWS FROM OPERATING ACTIVITIES 　 　 　 　
  Net loss $  (181,670) $  (104,487)
  Adjustments to reconcile net loss to net cash: 　 　 　 　
  Depreciation and amortization expenses   3,132   1,200
      Impairment loss on advance payments   25,455   -
  Changes in operating assets and liabilities: 　 　 　 　
  Accounts receivable   3,294   7,802
  Prepaid and other current assets 　  708 　  195
  Sales tax recoverable   2,692   13,784
  Inventories, net   861   3,798
  Accrued expenses 　 110,296 　 85,541
  Due to related party   27   -
  Deferred revenue   -   (1,440)
  Net cash (used in) provided by operating activities   (35,205)   6,393
  　 　 　 　 　
CASH FLOWS FROM FINANCING ACTIVITIES        
  Proceeds from due to related parties $ 48,594 $ 24,008
  Repayments of due to related party   (7,574)   (52,017)
  Repayments of long-term loan 　 (7,896) 　 (8,499)
  Net cash provided by (used in) financing activities   33,124   (36,508)
  　 　 　 　 　
Net effect of exchange rate changes on cash $ (634) $ (9,281)
  　 　 　 　 　
Net change in cash and cash equivalents $ (2,715) $ (39,396)
Cash and cash equivalents – beginning of period 　 19,104 　 68,312
Cash and cash equivalents – end of period   16,389   28,916
  　 　 　 　 　
NON-CASH TRANSACTIONS        
  Expenses paid by related party on behalf of the Company　 $   101,487 $ 111,402
  Software acquired with accounts payable $ 11,692 $ -
  Deemed contribution related to website transferred from related party under common control $ 49,983 $ -
  　 　 　 　 　
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
Interest paid $ 115 $ 130
Income taxes paid $ - $ -

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

 

-F5-

Table of Contents

 

PHOTOZOU HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(UNAUDITED) 

 

NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS

 

Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014.

 

On May 8, 2018, the Company conducted a stock cancellation of the above 3,037,300 shares and the total funds of $75,933 were returned to investors. The cancellation of the shares and return of funds was due to the fact that we did not make an acquisition in the allotted time granted by Rule 419.

 

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190 USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

 

Photozou Koukoku was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and sells used cameras.

 

On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid $0.025 USD per share.

 

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into a stock purchase agreement with 1 Japanese shareholder. Pursuant to the agreement, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

 

On September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a Stock Purchase Agreement with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represents approximately 56.9% of our issued and outstanding common stock, in consideration of JPY 6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owns approximately 66.7% interest in the issued and outstanding shares of our common stock. Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, we do not believe that this transaction is deemed to be a change in control of the Company.

 

Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

 

The Company has elected November 30th as its fiscal year end.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION 

 

The consolidated financial statements include the accounts of the Company and financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated.

 

BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2022, included in our Form 10-K.

 

USE OF ESTIMATES

 

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax and sales allowance. Actual results in the future could vary from the amounts derived from management’s estimates and assumptions.

 

RELATED PARTY TRANSACTION

 

The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

FOREIGN CURRENCY TRANSLATION

 

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. 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 statements of operations. 

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction.  The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ deficit.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

  August 31, 2023   August 31, 2022
Current JPY: US$1 exchange rate 146.20   138.63
Average JPY: US$1 exchange rate 136.85   124.96

 

COMPREHENSIVE INCOME OR LOSS

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation.

 

REVENUE RECOGNITION AND DEFERRED REVENUE

 

The Company recognizes its revenue in accordance with ASC 606 - Revenue from contracts with Customers.  To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

Revenue for used cameras sold is recognized at a point in time when the cameras are delivered to the customer. There are three types of service revenue. Revenue for advertising service is recognized over time when the services are provided to the customers. Revenue for photo session service is recognized at a point of time when service is provided to the customers at the photo session. Revenue for photo storage service is recognized over time when the services are provided to the customers.

 

Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. There was no deferred revenue as of August 31, 2023 or November 30, 2022.

 

Disaggregated revenue of the Company is as follows:

 

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
  　 August 31, 2023 　 August 31, 2022 　
Revenue from cameras sold $ 41,966 77.2% 121,125 75.2%
Service revenue   12,417 22.8% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
    August 31, 2023   August 31, 2022  
Revenue from US $ 37,313 68.6%  121,125 75.2%
Revenue from Japan   17,070 31.4% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

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ASSET TRANSFER

 

On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY 1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. In this situation, the Company recorded the asset assumed on its consolidated balance sheets at its historical carrying value of JPY 7,098,999 ($48,557 USD) and the difference between the historical carrying value and the cash consideration was recorded in additional paid-in capital. 

 

NOTE 3 - GOING CONCERN

 

The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has recurring net losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue-producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 4 - WEBSITE AND Software, Net

 

Website and software, net consists of the following:

 

    August 31, 2023   November 30, 2022
Photozou website $ 48,557 $ -
Photo collection cloud   10,944   -
Others   6,840   7,201
Subtotal   66,341   7,201
Less: Accumulated amortization   (4,641)   (1,800)
Website and software, net   61,700   5,401

 

For the nine months ended August 31, 2023 and 2022, amortization expenses were $3,132 and $1,200, respectively.

 

Estimated future amortization expense related to the website and software held as of August 31, 2023 is as follows:

 

Year ended November 30,  
Remaining of 2023 $  6,060
2024   22,063
2025   16,361
2026   11,004
2027   4,867
Thereafter   1,345
Total $ 61,700

 

NOTE 5 - Advance payments

 

Advance payments consist of the following:

 

    August 31, 2023   November 30, 2022
Advance payments $ 25,455 $  25,084
Less: Impairment loss on advance payments   (25,455)   -
Advance payments   -   25,804

 

Impairment loss on advance payments for the nine months ended August 31, 2023 was $25,455, mainly due to the termination of website development.

  

NOTE 6 - RELATED-PARTY TRANSACTIONS

 

For the nine months ended August 31, 2023, the Company borrowed $106,237 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, $101,487 of which was expense paid on behalf of the Company by the related party, and the remaining $4,750 was cash borrowing received by the Company directly through its bank account from the related party. During the nine months ended August 31, 2023, the Company furnished repayments in an amount of $7,574 to Photozou Co., Ltd. During the nine months ended August 31, 2023, Photozou Co., Ltd. transferred accounts receivable and website in the amount of $97 and nil (JPY1), respectively, to the Company. The total due to Photozou Co., Ltd. as of August 31, 2023 and November 30, 2022 were $728,927 and $651,999, respectively, and are unsecured, due on demand and non-interest bearing.

 

For the nine months ended August 31, 2023, the Company borrowed $43,844 from White Knight Co., Ltd., a company controlled by Koichi Ishizuka, CEO, all of which was cash borrowing received by the Company directly through its bank account from the related party. For the nine months ended August 31, 2023, the Company had $27 accrued interest payable due to the related party. The total due to White Knight Co. as of August 31, 2023 and November 30, 2022 were $41,067 and $0, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.

 

The total due to related parties as of August 31, 2023 and November 30, 2022 were $769,994 and $651,999, respectively.

 

For the nine months ended August 31, 2022, the Company borrowed $135,410 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, $111,402 of which was expense paid on behalf of the Company by the related party, and the remaining $24,008 was cash borrowing received by the Company directly through its bank account from the related party. During the nine months ended August 31, 2022, the Company furnished repayments in an amount of $52,017 to Photozou Co., Ltd.

 

For the nine months ended August 31, 2023 and August 31, 2022, the Company utilized office space and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge.

 

NOTE 7 - SHAREHOLDERs’ DEFICIT

 

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares for the nine months ended August 31, 2023 and August 31, 2022.

 

Common Stock

 

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 8,000,000 shares of common stock issued and outstanding as of August 31, 2023 and November 30, 2022.

 

Pertinent Rights and Privileges

Holders of shares of common stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

 

NOTE 8 - CONCENTRATION  

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of purchases of inventory, accounts receivable and revenue.

 

Concentration of Purchases

 

Purchases from suppliers accounting for 10% or more of total purchases are as follows:

 

For the nine months ended August 31, 2023, 100% of inventories of cameras was purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2022, 93.2% of the inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2023 and August 31, 2022, 100% of the purchase of inventory was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

 

Concentration of Revenues

 

Revenues from customers accounting for 10% or more of total revenues are as follows:

 

For the nine months ended August 31, 2023, 89% and 11% of the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively.

 

For the nine months ended August 31, 2022, 100% of the revenue from the sale of cameras was generated through Amazon USA.

 

For the nine months ended August 31, 2023 and August 31, 2022, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

 

For the nine months ended August 31, 2023 and August 31, 2022, no customer accounted for 10% or more of service revenue.

 

NOTE 9 - COMMITMENTS  

 

On May 1, 2017, the Company entered into an agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY450,000 (approximately $3,288) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run another three months automatically.

 

Mr. Ogami is responsible for the sale and shipping of the cameras at the expense of Photozou Koukoku. Photozou Koukoku is the legal owner of the camera(s) until the point of sale to the purchaser(s).

 

NOTE 10 - LONG-TERM LOAN

 

On July 2, 2020, the Company borrowed JPY7,000,000 ($65,286) from Japan Finance Corporation ("JFC"), a wholly owned public entity by the Japanese government as the COVID-19 subsidy. The loan is unsecured, repaid monthly, due in five years, and with an annual interest rate of 0.46% within three years and 1.36% thereafter. Ishizuka Koichi is the guarantor of the loan.

 

For the nine months ended August 31, 2023, the Company repaid $7,896 to JFC. As of August 31, 2023, the Company had the current portion of $9,685 and non-current portion of $8,878.

 

NOTE 11 - SUBSEQUENT EVENTS

 

From September 1, 2023 through the current date, the Company borrowed $27,539 from White Knight Co., Ltd., a Company controlled by Koichi Ishizuka, CEO, all of which was cash borrowing received by the Company directly through its bank account from the related party. The borrowing is unsecured, bears an annual interest rate of 0.8%. The aforementioned cash borrowing in the amount of $20,654 and $6,885 is due on September 26, 2024 and October 13, 2024, respectively.

 

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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

 

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

 

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview

 

Corporate History

 

Photozou Holdings, Inc., ("Photozou Holdings," or the "Company"), was incorporated in the State of Delaware on September 29, 2014, with the purposes to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL").

 

The Company was formed by Thomas DeNunzio, our former sole officer and director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition.

 

On January 13, 2017, Thomas DeNunzio sold 8,000,000 shares of our restricted common stock, which represented all of our issued and outstanding shares at the time, to Photozou Co., Ltd., a Japan corporation.

 

The shares were sold for an aggregate purchase price of $100,000. Photozou Co., Ltd. is controlled by Koichi Ishizuka, a Japanese citizen. The aforementioned shares were sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). No directed selling efforts were made in the United States.

 

On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. 

 

On January 13, 2017, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 

On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc. 

 

Pursuant to our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419.

 

On May 8, 2018, the Company conducted a stock cancellation of the above 3,037,300 shares and the total funds of $75,933 were returned to investors. The cancellation of the shares and return of funds was due to the fact that we did not make an acquisition in the allotted time granted by Rule 419.

 

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190 USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

 

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company’s primary business is focused on online advertising and the sale of used cameras.

 

On September 21, 2020, Photozou Co., Ltd our principal controlling shareholder, entered into a Stock Purchase Agreement with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represents approximately 56.9% of our issued and outstanding common stock, in consideration of JPY 6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owns approximately 66.7% interest in the issued and outstanding shares of our common stock. Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, we do not believe that this transaction is deemed to be a change in control of the Company.

 

Liquidity and Capital Resources 

 

Our cash balance is $16,389 as of August 31, 2023. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Koichi Ishizuka, our sole Officer and Director who has informally agreed to advance funds to allow us to pay for filing fees, and professional fees. Koichi Ishizuka, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. 

 

Asset Transfer

 

On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. In this situation, the Company recorded the asset assumed on its consolidated balance sheets at its historical carrying value of JPY7,098,999 ($48,557 USD) and the difference between the historical carrying value and the cash consideration was recorded in additional paid-in capital.

 

Total Assets

 

We recorded total assets of $147,400 and $129,985 as of August 31, 2023 and November 30, 2022, respectively. The variance in total assets is primarily attributable to the above asset transfer that occurred on July 31, 2023, valued at $48,557, coupled with the photo collection cloud, valued at $10,944, and other software net, less amortization of $4,641, resulting in total website and software, net of $61,700 as of August 31, 2023. Please see Note 4 to our financial statements above for additional information.

 

Revenue

 

We recorded total revenue of $11,837 and $29,242 for the three months ended August 31, 2023 and August 31, 2022, respectively. The variance between periods is primarily attributable to greater revenue from cameras sold for the three months ended August 31, 2022.

 

We recorded total revenue of $54,383 and $160,974 for the nine months ended August 31, 2023 and August 31, 2022, respectively. The variance between periods is primarily attributable to greater revenue from cameras sold for the nine months ended August 31, 2022.

  

Net Loss

 

We recorded a net loss of $69,140 and $25,861 for the three months ended August 31, 2023 and August 31, 2022, respectively. The variance between periods is attributable to greater administrative expenses for the three months ended August 31, 2023. For the three months ended August 31, 2023, we also generated less total revenue compared to the three months ended August 31, 2022.

 

We recorded a net loss of $181,670 and $104,487 for the nine months ended August 31, 2023 and August 31, 2022, respectively. The variance between periods is attributable to greater administrative expenses for the nine months ended August 31, 2023. For the nine months ended August 31, 2023, we also generated less total revenue compared to the nine months ended August 31, 2022.

  

Going Concern

 

The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has net loss from inception and negative cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue-producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

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ITEM 4 CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

 

As of August 31, 2023, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below. 

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above evaluation.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that have occurred for the fiscal quarter ended August 31, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II-OTHER INFORMATION

 

ITEM 1 LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A RISK FACTORS

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 

 

The Company has not conducted any recent sales of securities within the past three fiscal years.

 

ITEM 3   DEFAULTS UPON SENIOR SECURITIES  

 

None

 

ITEM 4 MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 OTHER INFORMATION

 

None

 

ITEM 6 EXHIBITS

 

Exhibit No.   Description
3.1 (i)   Certificate of Incorporation (1)
     
3.1 (ii)   Certificate of Amendment (2)
     
3.2   By-laws (1)
     
31   Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended August 31, 2023. (3)
   
32   Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
     
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

(1) Filed as an exhibit to the Company's Registration Statement on Form POS AM as filed with the SEC on June 9, 2017, and incorporated herein by this reference.
(2) Filed as an exhibit to the Company's Form 8-K as filed with the SEC on January 19, 2017, and incorporated herein by this reference.
(3) Filed herewith.

 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Photozou Holdings, Inc.

(Registrant)

 

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Chief Executive Officer

Dated: October 24, 2023

 

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Chief Financial Officer

Dated: October 24, 2023

 

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EXHIBIT 31.1

 

Photozou Holdings, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

 

I, Koichi Ishizuka, certify that:

 

1.   I have reviewed this report on Form 10-Q of Photozou Holdings, Inc.;

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 small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’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 small business issuer 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 small business issuer, 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 small business issuer'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; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer'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 small business issuer'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 small business issuer's internal control over financial reporting. 

 

Dated: October 24, 2023

 

 

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Executive Officer

(Principal Executive Officer)

 

 

 

EXHIBIT 31.2

 

 

Photozou Holdings, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

 

I, Koichi Ishizuka, certify that:

 

1.   I have reviewed this report on Form 10-Q of Photozou Holdings, Inc.;

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 small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’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 small business issuer 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 small business issuer, 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 small business issuer'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; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer'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 small business issuer'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 small business issuer's internal control over financial reporting. 

 

Dated: October 24, 2023

 

 

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Financial Officer

(Principal Financial Officer)

 

EXHIBIT 32.1

 

 

Photozou Holdings, INC.

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 of Photozou Holdings, Inc. (the Company) on Form 10-Q for the quarterly period ended August 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Koichi Ishizuka, Principal  Executive Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(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.

 

A signed original of this written statement required by Section 906 has been provided to Koichi Ishizuka and will be retained by Photozou Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: October 24, 2023

 

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

EXHIBIT 32.2

 

 

Photozou Holdings, INC.

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 of Photozou Holdings, Inc. (the Company) on Form 10-Q for the quarterly period ended August 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Koichi Ishizuka, Principal Financial Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(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.

 

A signed original of this written statement required by Section 906 has been provided to Koichi Ishizuka and will be retained by Photozou Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: October 24, 2023

 

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Financial Officer

(Principal Financial Officer)

 

v3.23.3
Cover - shares
 9 Months Ended
Aug. 31, 2023
Oct. 24, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Aug. 31, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --11-30  
Entity File Number 000-55806  
Entity Registrant Name Photozou Holdings, Inc.  
Entity Central Index Key 0001627469  
Entity Tax Identification Number 90-1260322  
Entity Incorporation, State or Country Code DE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Common Stock, Shares, Issued 8,000,000 8,000,000
v3.23.3
Consolidated Balance Sheets (Unaudited) - USD ($)
Aug. 31, 2023
Nov. 30, 2022
CURRENT ASSETS    
Cash and cash equivalents $ 16,389 $ 19,104
Accounts receivable 4,407 7,981
Prepaid and other current assets 1,968 2,657
Sales tax recoverable 7,908 10,978
Inventories, net 55,028 58,780
TOTAL CURRENT ASSETS 85,700 99,500
NON-CURRENT ASSETS    
Website and software, net 61,700 5,401
Advance payments 25,084
TOTAL ASSETS 147,400 129,985
CURRENT LIABILITIES    
Accrued expenses 19,945 823
Due to related parties 769,994 651,999
Long-term loan payable, current portion 9,685 10,197
TOTAL CURRENT LIABILITIES 799,624 663,019
NON- CURRENT LIABILITIES    
Long-term loan payable, non-current portion 8,878 16,994
TOTAL LIABILITIES 808,502 680,013
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2023 and November 30, 2022)  
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2023 and November 30, 2022) 800 800
Additional paid in capital 100,013 50,030
Accumulated deficit (856,617) (674,947)
Accumulated other comprehensive income 94,702 74,089
TOTAL STOCKHOLDERS’ DEFICIT (661,102) (550,028)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT $ 147,400 $ 129,985
v3.23.3
Consolidated Balance Sheets (Unaudited) (Parenthetical)
Aug. 31, 2023
$ / shares
shares
Statement of Financial Position [Abstract]  
preferred par value | $ / shares $ 0.0001
preferred authorized 20,000,000
preferred issued 0
common par value | $ / shares $ 0.0001
common authorized 500,000,000
common issued 8,000,000
v3.23.3
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
Aug. 31, 2023
Aug. 31, 2022
REVENUES        
Revenue from cameras sold $ 9,237 $ 22,246 $ 41,966 $ 121,125
Service revenue 2,600 6,996 12,417 39,849
TOTAL REVENUES 11,837 29,242 54,383 160,974
COST OF REVENUES        
Cost of revenue from cameras sold  6,718 14,314 30,630 83,908
Cost of service revenue 7,859 7,565 23,118 33,156
TOTAL COST OF REVENUES 14,577 21,879 53,748 117,064
GROSS (LOSS) PROFIT (2,740) 7,363 635 43,910
OPERATING EXPENSES        
General and administrative expenses 66,490 33,446 182,903 155,831
TOTAL OPERATING EXPENSES 66,490 33,446 182,903 155,831
OTHER INCOME 174 259 742 7,564
OTHER EXPENSES 84 37 144 130
NET LOSS (69,140) (25,861) (181,670) (104,487)
OTHER COMPREHENSIVE INCOME        
Foreign currency translation adjustment 16,901 23,149 20,613 60,415
TOTAL COMPREHENSIVE LOSS $ (52,239) $ (2,712) $ (161,057) $ (44,072)
BASIC AND DILUTED NET LOSS PER COMMON STOCK $ (0.01) $ (0.00) $ (0.02) $ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 8,000,000 8,000,000 8,000,000 8,000,000
v3.23.3
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member]
Total
Balance, value $ 800 $ 50,030 $ 12,575 $ (519,661) $ (456,256)
Beginning balance, value at Nov. 30, 2021 800 50,030 12,575 (519,661) (456,256)
Net loss (4,989) (4,989)
Foreign currency translation 4,897 4,897
Beginning balance, value at Nov. 30, 2021 800 50,030 12,575 (519,661) (456,256)
Net loss         (104,487)
Balance, value 800 50,030 17,472 (524,650) (456,348)
Beginning balance, value at Feb. 28, 2022 800 50,030 17,472 (524,650) (456,348)
Net loss (73,637) (73,637)
Foreign currency translation 32,369 32,369
Balance, value 800 50,030 49,841 (598,287) (497,616)
Beginning balance, value at May. 31, 2022 800 50,030 49,841 (598,287) (497,616)
Net loss         (25,861)
Foreign currency translation 23,149 23,149
Balance, value 800 50,030 72,990 (624,148) (500,328)
Balance, value 800 50,030 74,089 (674,947) (550,028)
Beginning balance, value at Nov. 30, 2022 800 50,030 74,089 (674,947) (550,028)
Net loss (43,459) (43,459)
Foreign currency translation (5,525) (5,525)
Beginning balance, value at Nov. 30, 2022 800 50,030 74,089 (674,947) (550,028)
Net loss         (181,670)
Balance, value 800 50,030 68,564 (718,406) (599,012)
Beginning balance, value at Feb. 28, 2023 800 50,030 68,564 (718,406) (599,012)
Net loss (69,071) (69,071)
Foreign currency translation 9,237 9,237
Balance, value 800 50,030 77,801 (787,477) (658,846)
Beginning balance, value at May. 31, 2023 800 50,030 77,801 (787,477) (658,846)
Net loss (69,140) (69,140)
Foreign currency translation 16,901 16,901
Deemed contribution related to website transferred from related party under common control 49,983 49,983
Balance, value $ 800 $ 100,013 $ 94,702 $ (856,617) $ (661,102)
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
  $ (181,670) $ (104,487)
     
  3,132 1,200
  25,455
     
  3,294 7,802
  708 195
  2,692 13,784
  861 3,798
  110,296 85,541
  27
  (1,440)
  (35,205) 6,393
CASH FLOWS FROM FINANCING ACTIVITIES    
  48,594 24,008
  (7,574) (52,017)
  (7,896) (8,499)
  33,124 (36,508)
Net effect of exchange rate changes on cash (634) (9,281)
Net change in cash and cash equivalents (2,715) (39,396)
Cash and cash equivalents – beginning of period 19,104 68,312
Cash and cash equivalents – end of period 16,389 28,916
NON-CASH TRANSACTIONS    
  101,487 111,402
  11,692
  49,983
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Interest paid 115 130
Income taxes paid
v3.23.3
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS
 9 Months Ended
Aug. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS

 

Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014.

 

On May 8, 2018, the Company conducted a stock cancellation of the above 3,037,300 shares and the total funds of $75,933 were returned to investors. The cancellation of the shares and return of funds was due to the fact that we did not make an acquisition in the allotted time granted by Rule 419.

 

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190 USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

 

Photozou Koukoku was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and sells used cameras.

 

On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid $0.025 USD per share.

 

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into a stock purchase agreement with 1 Japanese shareholder. Pursuant to the agreement, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

 

On September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a Stock Purchase Agreement with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represents approximately 56.9% of our issued and outstanding common stock, in consideration of JPY 6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owns approximately 66.7% interest in the issued and outstanding shares of our common stock. Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, we do not believe that this transaction is deemed to be a change in control of the Company.

 

Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

 

The Company has elected November 30th as its fiscal year end.

 
v3.23.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Aug. 31, 2023
Accounting Policies [Abstract]  
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION 

 

The consolidated financial statements include the accounts of the Company and financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated.

 

BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2022, included in our Form 10-K.

 

USE OF ESTIMATES

 

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax and sales allowance. Actual results in the future could vary from the amounts derived from management’s estimates and assumptions.

 

RELATED PARTY TRANSACTION

 

The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

FOREIGN CURRENCY TRANSLATION

 

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. 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 statements of operations. 

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction.  The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ deficit.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

  August 31, 2023   August 31, 2022
Current JPY: US$1 exchange rate 146.20   138.63
Average JPY: US$1 exchange rate 136.85   124.96

 

COMPREHENSIVE INCOME OR LOSS

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation.

 

REVENUE RECOGNITION AND DEFERRED REVENUE

 

The Company recognizes its revenue in accordance with ASC 606 - Revenue from contracts with Customers.  To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

Revenue for used cameras sold is recognized at a point in time when the cameras are delivered to the customer. There are three types of service revenue. Revenue for advertising service is recognized over time when the services are provided to the customers. Revenue for photo session service is recognized at a point of time when service is provided to the customers at the photo session. Revenue for photo storage service is recognized over time when the services are provided to the customers.

 

Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. There was no deferred revenue as of August 31, 2023 or November 30, 2022.

 

Disaggregated revenue of the Company is as follows:

 

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
  　 August 31, 2023 　 August 31, 2022 　
Revenue from cameras sold $ 41,966 77.2% 121,125 75.2%
Service revenue   12,417 22.8% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
    August 31, 2023   August 31, 2022  
Revenue from US $ 37,313 68.6%  121,125 75.2%
Revenue from Japan   17,070 31.4% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

-F6-

Table of Contents

 

ASSET TRANSFER

 

On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY 1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. In this situation, the Company recorded the asset assumed on its consolidated balance sheets at its historical carrying value of JPY 7,098,999 ($48,557 USD) and the difference between the historical carrying value and the cash consideration was recorded in additional paid-in capital. 

 
v3.23.3
NOTE 3 - GOING CONCERN
 9 Months Ended
Aug. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN

 

The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has recurring net losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue-producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
v3.23.3
NOTE 4 - WEBSITE AND Software, Net
 9 Months Ended
Aug. 31, 2023
Revenue Recognition and Deferred Revenue [Abstract]  
NOTE 4 - WEBSITE AND Software, Net

NOTE 4 - WEBSITE AND Software, Net

 

Website and software, net consists of the following:

 

    August 31, 2023   November 30, 2022
Photozou website $ 48,557 $ -
Photo collection cloud   10,944   -
Others   6,840   7,201
Subtotal   66,341   7,201
Less: Accumulated amortization   (4,641)   (1,800)
Website and software, net   61,700   5,401

 

For the nine months ended August 31, 2023 and 2022, amortization expenses were $3,132 and $1,200, respectively.

 

Estimated future amortization expense related to the website and software held as of August 31, 2023 is as follows:

 

Year ended November 30,  
Remaining of 2023 $  6,060
2024   22,063
2025   16,361
2026   11,004
2027   4,867
Thereafter   1,345
Total $ 61,700

 
v3.23.3
NOTE 5 - Advance payments
 9 Months Ended
Aug. 31, 2023
Note 5 - Advance Payments  
NOTE 5 - Advance payments

NOTE 5 - Advance payments

 

Advance payments consist of the following:

 

    August 31, 2023   November 30, 2022
Advance payments $ 25,455 $  25,084
Less: Impairment loss on advance payments   (25,455)   -
Advance payments   -   25,804

 

Impairment loss on advance payments for the nine months ended August 31, 2023 was $25,455, mainly due to the termination of website development.

  
v3.23.3
NOTE 6 - RELATED-PARTY TRANSACTIONS
 9 Months Ended
Aug. 31, 2023
Related Party Transactions [Abstract]  
NOTE 6 - RELATED-PARTY TRANSACTIONS

NOTE 6 - RELATED-PARTY TRANSACTIONS

 

For the nine months ended August 31, 2023, the Company borrowed $106,237 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, $101,487 of which was expense paid on behalf of the Company by the related party, and the remaining $4,750 was cash borrowing received by the Company directly through its bank account from the related party. During the nine months ended August 31, 2023, the Company furnished repayments in an amount of $7,574 to Photozou Co., Ltd. During the nine months ended August 31, 2023, Photozou Co., Ltd. transferred accounts receivable and website in the amount of $97 and nil (JPY1), respectively, to the Company. The total due to Photozou Co., Ltd. as of August 31, 2023 and November 30, 2022 were $728,927 and $651,999, respectively, and are unsecured, due on demand and non-interest bearing.

 

For the nine months ended August 31, 2023, the Company borrowed $43,844 from White Knight Co., Ltd., a company controlled by Koichi Ishizuka, CEO, all of which was cash borrowing received by the Company directly through its bank account from the related party. For the nine months ended August 31, 2023, the Company had $27 accrued interest payable due to the related party. The total due to White Knight Co. as of August 31, 2023 and November 30, 2022 were $41,067 and $0, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.

 

The total due to related parties as of August 31, 2023 and November 30, 2022 were $769,994 and $651,999, respectively.

 

For the nine months ended August 31, 2022, the Company borrowed $135,410 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, $111,402 of which was expense paid on behalf of the Company by the related party, and the remaining $24,008 was cash borrowing received by the Company directly through its bank account from the related party. During the nine months ended August 31, 2022, the Company furnished repayments in an amount of $52,017 to Photozou Co., Ltd.

 

For the nine months ended August 31, 2023 and August 31, 2022, the Company utilized office space and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge.

 
v3.23.3
NOTE 7 - SHAREHOLDERs’ DEFICIT
 9 Months Ended
Aug. 31, 2023
Equity [Abstract]  
NOTE 7 - SHAREHOLDERs’ DEFICIT

NOTE 7 - SHAREHOLDERs’ DEFICIT

 

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares for the nine months ended August 31, 2023 and August 31, 2022.

 

Common Stock

 

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 8,000,000 shares of common stock issued and outstanding as of August 31, 2023 and November 30, 2022.

 

Pertinent Rights and Privileges

Holders of shares of common stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

 
v3.23.3
NOTE 8 - CONCENTRATION
 9 Months Ended
Aug. 31, 2023
Accounting Policies [Abstract]  
NOTE 8 - CONCENTRATION

NOTE 8 - CONCENTRATION  

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of purchases of inventory, accounts receivable and revenue.

 

Concentration of Purchases

 

Purchases from suppliers accounting for 10% or more of total purchases are as follows:

 

For the nine months ended August 31, 2023, 100% of inventories of cameras was purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2022, 93.2% of the inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2023 and August 31, 2022, 100% of the purchase of inventory was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

 

Concentration of Revenues

 

Revenues from customers accounting for 10% or more of total revenues are as follows:

 

For the nine months ended August 31, 2023, 89% and 11% of the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively.

 

For the nine months ended August 31, 2022, 100% of the revenue from the sale of cameras was generated through Amazon USA.

 

For the nine months ended August 31, 2023 and August 31, 2022, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

 

For the nine months ended August 31, 2023 and August 31, 2022, no customer accounted for 10% or more of service revenue.

 
v3.23.3
NOTE 9 - COMMITMENTS
 9 Months Ended
Aug. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
NOTE 9 - COMMITMENTS

NOTE 9 - COMMITMENTS  

 

On May 1, 2017, the Company entered into an agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY450,000 (approximately $3,288) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run another three months automatically.

 

Mr. Ogami is responsible for the sale and shipping of the cameras at the expense of Photozou Koukoku. Photozou Koukoku is the legal owner of the camera(s) until the point of sale to the purchaser(s).

 
v3.23.3
NOTE 10 - LONG-TERM LOAN
 9 Months Ended
Aug. 31, 2023
Debt Disclosure [Abstract]  
NOTE 10 - LONG-TERM LOAN

NOTE 10 - LONG-TERM LOAN

 

On July 2, 2020, the Company borrowed JPY7,000,000 ($65,286) from Japan Finance Corporation ("JFC"), a wholly owned public entity by the Japanese government as the COVID-19 subsidy. The loan is unsecured, repaid monthly, due in five years, and with an annual interest rate of 0.46% within three years and 1.36% thereafter. Ishizuka Koichi is the guarantor of the loan.

 

For the nine months ended August 31, 2023, the Company repaid $7,896 to JFC. As of August 31, 2023, the Company had the current portion of $9,685 and non-current portion of $8,878.

 
v3.23.3
NOTE 11 - SUBSEQUENT EVENTS
 9 Months Ended
Aug. 31, 2023
Subsequent Events [Abstract]  
NOTE 11 - SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

 

From September 1, 2023 through the current date, the Company borrowed $27,539 from White Knight Co., Ltd., a Company controlled by Koichi Ishizuka, CEO, all of which was cash borrowing received by the Company directly through its bank account from the related party. The borrowing is unsecured, bears an annual interest rate of 0.8%. The aforementioned cash borrowing in the amount of $20,654 and $6,885 is due on September 26, 2024 and October 13, 2024, respectively.
v3.23.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Aug. 31, 2023
Accounting Policies [Abstract]  
PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION 

 

The consolidated financial statements include the accounts of the Company and financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated.

 
BASIS OF PRESENTATION

BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2022, included in our Form 10-K.

 
USE OF ESTIMATES

USE OF ESTIMATES

 

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax and sales allowance. Actual results in the future could vary from the amounts derived from management’s estimates and assumptions.

 
RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION

 

The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 
FOREIGN CURRENCY TRANSLATION

FOREIGN CURRENCY TRANSLATION

 

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. 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 statements of operations. 

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction.  The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ deficit.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

  August 31, 2023   August 31, 2022
Current JPY: US$1 exchange rate 146.20   138.63
Average JPY: US$1 exchange rate 136.85   124.96

 
COMPREHENSIVE INCOME OR LOSS

COMPREHENSIVE INCOME OR LOSS

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation.

 
REVENUE RECOGNITION AND DEFERRED REVENUE

REVENUE RECOGNITION AND DEFERRED REVENUE

 

The Company recognizes its revenue in accordance with ASC 606 - Revenue from contracts with Customers.  To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

Revenue for used cameras sold is recognized at a point in time when the cameras are delivered to the customer. There are three types of service revenue. Revenue for advertising service is recognized over time when the services are provided to the customers. Revenue for photo session service is recognized at a point of time when service is provided to the customers at the photo session. Revenue for photo storage service is recognized over time when the services are provided to the customers.

 

Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. There was no deferred revenue as of August 31, 2023 or November 30, 2022.

 

Disaggregated revenue of the Company is as follows:

 

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
  　 August 31, 2023 　 August 31, 2022 　
Revenue from cameras sold $ 41,966 77.2% 121,125 75.2%
Service revenue   12,417 22.8% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
    August 31, 2023   August 31, 2022  
Revenue from US $ 37,313 68.6%  121,125 75.2%
Revenue from Japan   17,070 31.4% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

-F6-

Table of Contents

 

ASSET TRANSFER

 

On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY 1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. In this situation, the Company recorded the asset assumed on its consolidated balance sheets at its historical carrying value of JPY 7,098,999 ($48,557 USD) and the difference between the historical carrying value and the cash consideration was recorded in additional paid-in capital. 
v3.23.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Aug. 31, 2023
Accounting Policies [Abstract]  
Translation of amounts from the local currency of the Company into US$1

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

  August 31, 2023   August 31, 2022
Current JPY: US$1 exchange rate 146.20   138.63
Average JPY: US$1 exchange rate 136.85   124.96
Disaggregated revenue of the Company

Disaggregated revenue of the Company is as follows:

 

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
  　 August 31, 2023 　 August 31, 2022 　
Revenue from cameras sold $ 41,966 77.2% 121,125 75.2%
Service revenue   12,417 22.8% 39,849 24.8%
Total   54,383 100% 160,974 100%

  

    For the nine months Percentage of For the nine months Percentage of
    ended total revenues ended total revenues
    August 31, 2023   August 31, 2022  
Revenue from US $ 37,313 68.6%  121,125 75.2%
Revenue from Japan   17,070 31.4% 39,849 24.8%
Total   54,383 100% 160,974 100%
v3.23.3
NOTE 4 - WEBSITE AND Software, Net (Tables)
 9 Months Ended
Aug. 31, 2023
Revenue Recognition and Deferred Revenue [Abstract]  
Website and software, net

Website and software, net consists of the following:

 

    August 31, 2023   November 30, 2022
Photozou website $ 48,557 $ -
Photo collection cloud   10,944   -
Others   6,840   7,201
Subtotal   66,341   7,201
Less: Accumulated amortization   (4,641)   (1,800)
Website and software, net   61,700   5,401
v3.23.3
NOTE 5 - Advance payments (Tables)
 9 Months Ended
Aug. 31, 2023
Note 5 - Advance Payments  
Advance payments

Advance payments consist of the following:

 

    August 31, 2023   November 30, 2022
Advance payments $ 25,455 $  25,084
Less: Impairment loss on advance payments   (25,455)   -
Advance payments   -   25,804
v3.23.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
Jul. 31, 2023
USD ($)
Accounting Policies [Abstract]  
Historical Carrying Value of Asset $ 48,557
v3.23.3
NOTE 4 - WEBSITE AND Software, Net (Details Narrative) - USD ($)
 9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
Revenue Recognition and Deferred Revenue [Abstract]    
amortization expenses $ 3,132 $ 1,200
v3.23.3
NOTE 5 - Advance payments (Details Narrative)
 9 Months Ended
Aug. 31, 2023
USD ($)
Note 5 - Advance Payments  
impairment loss $ 25,455
v3.23.3
NOTE 6 - RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)
 9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
Nov. 30, 2022
Related Party Transactions [Abstract]      
borrowed from photozou $ 106,237    
expenses paid on behalf of the company 101,487    
photozou repayments 7,574    
total due to related party 728,927   $ 651,999
expenses paid by white knight 43,844    
accrued interest 27    
total due to white knight $ 41,067   $ 0
borrowed from photozou   $ 135,410  
repayment to photozou   $ 52,017  
v3.23.3
NOTE 10 - LONG-TERM LOAN (Details Narrative) - USD ($)
 9 Months Ended
Aug. 31, 2023
Jul. 02, 2020
Debt Disclosure [Abstract]    
Amount borowed from Japan Finance Corporation   $ 65,286
repaid to jfc $ 7,896  
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