10-Q

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, 2022

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 14, 2022, 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-

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-

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		August 31, 2022		November 30, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	28,916	$	68,312
Accounts receivable		8,340		18,731
Prepaid and other current assets		1,392		1,833
Sales tax recoverable		8,700		25,741
Inventories		78,477		99,797
TOTAL CURRENT ASSETS		125,825		214,414
NON-CURRENT ASSETS
Software, net		5,770		8,350
Advance payments		25,127		3,032
TOTAL ASSETS		156,722		225,796
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accrued expenses	$	2,381	$	3,720
Due to related party		624,445		630,586
Deferred revenue		433		2,110
Long-term loan payable, current portion		10,214		12,446
TOTAL CURRENT LIABILITIES		637,473		648,862
NON-CURRENT LIABILITIES:
Long-term loan payable, non-current portion		19,577		33,190
TOTAL LIABILITIES		657,050		682,052
STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2022 and November 30, 2021)		-		-
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2022 and November 30, 2021)		800		800
Additional paid in capital		50,030		50,030
Accumulated deficit		(624,148)		(519,661)
Accumulated other comprehensive income		72,990		12,575
TOTAL STOCKHOLDERS’ DEFICIT		(500,328)		(456,256)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	156,722	$	225,796
The accompanying notes are an integral part of these unaudited consolidated financial statements.

-F2-

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, 2022		August 31, 2021		August 31, 2022		August 31, 2021
REVENUES
Revenue from cameras sold	$	22,246	$	70,638	$	121,125	$	122,047
Service revenue		6,996		22,402		39,849		40,325
TOTAL REVENUES		29,242		93,040		160,974		162,372
COST OF REVENUES
Cost of revenue from cameras sold		14,314		55,065		83,908		83,427
Cost of service revenue		7,565		11,431		33,156		15,601
TOTAL COST OF REVENUES		21,879		66,496		117,064		99,028
GROSS PROFIT		7,363		26,544		43,910		63,344
OPERATING EXPENSES
General and administrative expenses	$	33,446	$	75,954	$	155,831	$	199,318
TOTAL OPERATING EXPENSES	$	33,446	$	75,954	$	155,831	$	199,318
OTHER INCOME	$	259	$	4,485	$	7,564	$	5,925
OTHER EXPENSES	$	37	$	60	$	130	$	196
NET LOSS	$	(25,861)	$	(44,985)	$	(104,487)	$	(130,245)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	$	23,149	$	311	$	60,415	$	15,050
TOTAL COMPREHENSIVE LOSS	$	(2,712)	$	(44,674)	$	(44,072)	$	(115,195)
BASIC AND DILUTED NET LOSS PER COMMON STOCK	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)
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-

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

									ACCUMULATED
					ADDITIONAL				OTHER
	COMMON STOCK				PAID IN		ACCUMULATED		COMPREHENSIVE
	NUMBER		AMOUNT		CAPITAL		DEFICIT		INCOME (LOSS)		TOTALS
Balance November 30, 2020	8,000,000	$	800	$	50,030	$	(320,279)	$	(13,608)	$	(283,057)
Net loss	-		-		-		(9,931)		-		(9,931)
Foreign currency translation	-		-		-		-		5,352		5,352
Balance February 28, 2021	8,000,000		800		50,030		(330,210)		(8,256)		(287,636)
Net loss	-		-		-		(75,329)		-		(75,329)
Foreign currency translation	-		-		-		-		9,387		9,387
Balance May 31, 2021	8,000,000	$	800	$	50,030	$	(405,539)	$	1,131	$	(353,578)
Net loss	-		-		-		(44,985)		-		(44,985)
Foreign currency translation	-		-		-		-		311		311
Balance August 31, 2021	8,000,000	$	800	$	50,030	$	(450,524)	$	1,442	$	(398,252)
Balance November 30, 2021	8,000,000	$	800	$	50,030	$	(519,661)	$	12,575	$	(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		(524,650)		17,472		(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	$	(598,287)	$	49,841	$	(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	$	(624,148)	$	72,990	$	(500,328)

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

-F4-

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine Months Ended		Nine Months Ended
		August 31, 2022		August 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(104,487)	$	(130,245)
Adjustments to reconcile net loss to net cash:
Depreciation and amortization expenses		1,200		200
Changes in operating assets and liabilities:
Accounts receivable		7,802		(17,567)
Prepaid and other current assets		195		(18,466)
Sales tax recoverable		13,784		-
Inventories		3,798		(73,137)
Accrued expenses		85,541		95,002
Deferred revenue		(1,440)		(1,669)
Net cash provided by (used in) operating activities		6,393		(145,882)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of intangible assets	$	-	$	(3,750)
Net cash used in investing activities		-		(3,750)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party	$	24,008	$	27,190
Repayments of due to related party		(52,017)		-
Repayments of long-term loan		(8,499)		(9,848)
Net cash (used in) provided by financing activities		(36,508)		17,342
Net effect of exchange rate changes on cash	$	(9,281)	$	(10,016)
Net change in cash and cash equivalents	$	(39,396)	$	(142,306)
Cash and cash equivalents – beginning of period		68,312		244,704
Cash and cash equivalents – end of period		28,916		102,398
NON-CASH TRANSACTIONS
Expense paid by related party on behalf of the Company	$	111,402	$	98,870
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	130	$	196
Income taxes paid	$	-	$	-

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

-F5-

PHOTOZOU HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2022

(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 August 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 consignment.

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 stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, 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 30^th as its fiscal year end.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the 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, 2021, 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, inventory obsolescence and sales allowance. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of August 31, 2022 and for the three months then ended. 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’ equity.

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

	August 31, 2022	August 31, 2021
Current JPY: US$1 exchange rate	138.63	109.90
Average JPY: US$1 exchange rate	124.96	107.84

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’ equity consists of changes in unrealized gains and losses on foreign currency translation.

REVENUE RECOGNITION AND DEFERRED REVENUE 

Starting December 1, 2018, the Company adopted 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 two 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.

Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. As of August 31, 2022 and November 30, 2021, the Company's deferred revenue was $433 and $2,110, respectively. During the nine months ended August 31, 2022 the Company recognized all of deferred revenue in the opening balance.

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, 2022		August 31, 2021
Revenue from cameras sold	$	121,125	75.2%	122,047	75.2%
Service revenue		39,849	24.8%	40,325	24.8%
Total		160,974	100%	162,372	100%

		For the nine months	Percentage of	For the nine months	Percentage of
		ended	total revenues	ended	total revenues
		Aug 31, 2022		Aug 31, 2021
Revenue from US	$	121,125	75.2%	113,309	69.8%
Revenue from Japan		39,849	24.8%	49,063	30.2%
Total		160,974	100%	162,372	100%

-F6-

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 - RELATED-PARTY TRANSACTIONS

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. The total due to related party as of August 31, 2022 and November 30, 2021 were $624,445 and $630,586 respectively, and are unsecured, due on demand and non-interest bearing.

For the nine months ended August 31, 2021, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, advanced to the Company $27,190 and paid expenses on behalf of the Company in an amount of $98,870.

For the nine months ended August 31, 2022 and August 31, 2021, the Company rented office space and storage space from the Company’s officer free of charge.

NOTE 5 - SHAREHOLDERS’ EQUITY

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, 2022 and August 31, 2021.

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, 2022 and November 30, 2021.

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 6 - 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

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

For the nine months ended August 31, 2022, 93.2% of inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2021, 95.9% of the inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2022 and August 31, 2021, 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

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

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

For the nine months ended August 31, 2021, 93.8% of the revenue from the sale of cameras was generated through Amazon US.

For the nine months ended August 31, 2022 and August 31, 2021, 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, 2022, no customer accounted for 10% or more of service revenue. For the nine months ended August 31, 2021, 96.8% of the service revenue was generated from three customers.

NOTE 7 - 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 $4,000) 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 8 - 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, 2022, the Company repaid $8,499 to JFC. As of August 31, 2022, the Company had the current portion of $10,214 and non-current portion of $19,577.

NOTE 9 - SUBSEQUENT EVENTS

From September 1, 2022 through the current date, Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO, paid expenses on behalf of the Company in amount of $11,838. This debt is non-interest bearing, unsecured, and due on demand.

-F7-

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 $28,916 as of August 31, 2022. 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. 

Net Loss

We recorded a net loss of $104,487 and $130,245 for the nine months ended August 31, 2022 and August 31, 2021, respectively.

Impact of COVID-19

Globally, the COVID-19 pandemic has negatively affected businesses of all kinds. It is possible that the pandemic may hinder our own operations, resulting in lesser or no future revenues. It might also affect our means to purchase used cameras, as many businesses are closed, or operations are limited.

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.

-3-

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, 2022, 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, 2022, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

-4-

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

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 a total of 3,028,900 shares of common stock 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 stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, 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.

The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On September 10, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to these individuals and received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.

The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On April 23, 2020, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 36 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 308,000 shares of common stock to these individuals and received $61,600 as aggregate consideration. Each shareholder paid $0.2 USD per share.

The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a Stock Purchase Agreement with Koichi Ishizuka, our CEO, President and Director. Pursuant to 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 56.9% of our issued and outstanding shares in consideration of JPY6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owns a 66.7% interest in the issued and outstanding shares of our common stock.

The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

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	Certificate of Incorporation (1)
3.1 (a)	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, 2022.
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, with respect to the registrant’s report on Form 10-Q for the period ended August 31, 2022.
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 S-1, as filed with the SEC on January 26, 2015, 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.

-5-

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

CEO, President, Director

Dated: October 14, 2022   

-6-

EX-31

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 14, 2022

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 14, 2022

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Financial Officer

(Principal Financial Officer)

EX-32

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 quarter ended August 31, 2022 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 14, 2022

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 quarter ended August 31, 2022 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 14, 2022

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Financial Officer

(Principal Financial Officer)

XML

Cover	9 Months Ended
	Aug. 31, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Aug. 31, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--11-30
Entity File Number	000-55806
Entity Registrant Name	Photozou Holdings, Inc.
Entity Central Index Key	0001627469
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

XML

Consolidated Balance Sheets - USD ($)	Aug. 31, 2022	Nov. 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 28,916	$ 68,312
Accounts receivable	8,340	18,731
Prepaid and other current assets	1,392	1,833
Sales tax recoverable	8,700	25,741
Inventories	78,477	99,797
TOTAL CURRENT ASSETS	125,825	214,414
NON-CURRENT ASSETS
Software, net	5,770	8,350
Advance payments	25,127	3,032
TOTAL ASSETS	156,722	225,796
CURRENT LIABILITIES
Accrued expenses	2,381	3,720
Due to related party	624,445	630,586
Deferred revenue	433	2,110
Long-term loan payable, current portion	10,214	12,446
TOTAL CURRENT LIABILITIES	637,473	648,862
NON-CURRENT LIABILITIES:
Long-term loan payable, non-current portion	19,577	33,190
TOTAL LIABILITIES	657,050	682,052
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2022 and November 30, 2021)
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2022 and November 30, 2021)	800	800
Additional paid in capital	50,030	50,030
Accumulated deficit	(624,148)	(519,661)
Accumulated other comprehensive income	72,990	12,575
TOTAL STOCKHOLDERS’ DEFICIT	(500,328)	(456,256)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$ 156,722	$ 225,796

XML

Consolidated Balance Sheets (Parenthetical)	Aug. 31, 2022 $ / shares shares
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000
Preferred Stock, Shares Issued	0
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares Authorized	500,000,000
Common Stock, Shares, Issued	8,000,000

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2022	Aug. 31, 2021	Aug. 31, 2022	Aug. 31, 2021
REVENUES
Revenue from cameras sold	$ 22,246	$ 70,638	$ 121,125	$ 122,047
Service revenue	6,996	22,402	39,849	40,325
TOTAL REVENUES	29,242	93,040	160,974	162,372
COST OF REVENUES
Cost of revenue from cameras sold	14,314	55,065	83,908	83,427
Cost of service revenue	7,565	11,431	33,156	15,601
TOTAL COST OF REVENUES	21,879	66,496	117,064	99,028
GROSS PROFIT	7,363	26,544	43,910	63,344
OPERATING EXPENSES
General and administrative expenses	33,446	75,954	155,831	199,318
TOTAL OPERATING EXPENSES	33,446	75,954	1	199,318
OTHER INCOME	259	4,485	7,564	5,925
OTHER EXPENSES	37	60	130	196
NET LOSS	(25,861)	(44,985)	(104,487)	(130,245)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	23,149	311	60,415	15,050
TOTAL COMPREHENSIVE LOSS	$ (2,712)	$ (44,674)	$ (44,072)	$ (115,195)
BASIC AND DILUTED NET LOSS PER COMMON STOCK	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED	8,000,000	8,000,000	8,000,000	8,000,000

XML

Consolidated 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	$ (320,279)	$ (13,608)	$ (283,057)
Beginning balance, value at Nov. 30, 2020	800	50,030	(320,279)	(13,608)	(283,057)
Net loss			(9,931)		(9,931)
Foreign currency translation				5,352	5,352
Beginning balance, value at Nov. 30, 2020	800	50,030	(320,279)	(13,608)	(283,057)
Net loss					(130,245)
Balance, value	800	50,030	(330,210)	(8,256)	(287,636)
Beginning balance, value at Feb. 28, 2021	800	50,030	(330,210)	(8,256)	(287,636)
Net loss			(75,329)		(75,329)
Foreign currency translation				9,387	9,387
Balance, value	800	50,030	(405,539)	1,131	(353,578)
Beginning balance, value at May. 31, 2021	800	50,030	(405,539)	1,131	(353,578)
Net loss			(44,985)		(44,985)
Foreign currency translation				311	311
Balance, value	800	50,030	(450,524)	1,442	(398,252)
Balance, value	800	50,030	(519,661)	12,575	(456,256)
Beginning balance, value at Nov. 30, 2021	800	50,030	(519,661)	12,575	(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	(519,661)	12,575	(456,256)
Net loss					(104,487)
Balance, value	800	50,030	(524,650)	17,472	(456,348)
Beginning balance, value at Feb. 28, 2022	800	50,030	(524,650)	17,472	(456,348)
Net loss			(73,637)		(73,637)
Foreign currency translation				32,369	32,369
Balance, value	800	50,030	(598,287)	49,841	(497,616)
Beginning balance, value at May. 31, 2022	800	50,030	(598,287)	49,841	(497,616)
Net loss			(25,861)		(25,861)
Foreign currency translation				23,149	23,149
Balance, value	$ 800	$ 50,030	$ (624,148)	$ 72,990	$ (500,328)
Common Stock, Shares, Outstanding					8,000,000

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2022	Aug. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (104,487)	$ (130,245)
Adjustments to reconcile net loss to net cash:
Depreciation and amortization expenses	1,200	200
Changes in operating assets and liabilities:
Accounts receivable	7,802	(17,567)
Prepaid and other current assets	195	(18,466)
Sales tax recoverable	13,784
Inventories	3,798	(73,137)
Accrued expenses	85,541	95,002
Deferred revenue	(1,440)	(1,669)
Net cash provided by (used in) operating activities	6,393	(145,882)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of intangible assets		(3,750)
Net cash used in investing activities		(3,750)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party	24,008	27,190
Repayments of due to related party	(52,017)
Repayments of long-term loan	(8,499)	(9,848)
Net cash (used in) provided by financing activities	(36,508)	17,342
Net effect of exchange rate changes on cash	(9,281)	(10,016)
Net change in cash and cash equivalents	(39,396)	(142,306)
Cash and cash equivalents – beginning of period	68,312	244,704
Cash and cash equivalents – end of period	28,916	102,398
NON-CASH TRANSACTIONS
Expense paid by related party on behalf of the Company	111,402	98,870
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	130	196
Income taxes paid

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NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS

9 Months Ended

Aug. 31, 2022

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 August 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 consignment.

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 stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, 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 30^th as its fiscal year end.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Aug. 31, 2022

Accounting Policies [Abstract]

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the 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, 2021, 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, inventory obsolescence and sales allowance. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of August 31, 2022 and for the three months then ended. 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’ equity.

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

	August 31, 2022	August 31, 2021
Current JPY: US$1 exchange rate	138.63	109.90
Average JPY: US$1 exchange rate	124.96	107.84

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’ equity consists of changes in unrealized gains and losses on foreign currency translation.

REVENUE RECOGNITION AND DEFERRED REVENUE 

Starting December 1, 2018, the Company adopted 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 two 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.

Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. As of August 31, 2022 and November 30, 2021, the Company's deferred revenue was $433 and $2,110, respectively. During the nine months ended August 31, 2022 the Company recognized all of deferred revenue in the opening balance.

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, 2022		August 31, 2021
Revenue from cameras sold	$	121,125	75.2%	122,047	75.2%
Service revenue		39,849	24.8%	40,325	24.8%
Total		160,974	100%	162,372	100%

		For the nine months	Percentage of	For the nine months	Percentage of
		ended	total revenues	ended	total revenues
		Aug 31, 2022		Aug 31, 2021
Revenue from US	$	121,125	75.2%	113,309	69.8%
Revenue from Japan		39,849	24.8%	49,063	30.2%
Total		160,974	100%	162,372	100%

-F6-

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NOTE 3 - GOING CONCERN

9 Months Ended

Aug. 31, 2022

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.

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NOTE 4 - RELATED-PARTY TRANSACTIONS

9 Months Ended

Aug. 31, 2022

Related Party Transactions [Abstract]

NOTE 4 - RELATED-PARTY TRANSACTIONS

NOTE 4 - RELATED-PARTY TRANSACTIONS

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. The total due to related party as of August 31, 2022 and November 30, 2021 were $624,445 and $630,586 respectively, and are unsecured, due on demand and non-interest bearing.

For the nine months ended August 31, 2021, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, advanced to the Company $27,190 and paid expenses on behalf of the Company in an amount of $98,870.

For the nine months ended August 31, 2022 and August 31, 2021, the Company rented office space and storage space from the Company’s officer free of charge.

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NOTE 5 - SHAREHOLDERS’ EQUITY

9 Months Ended

Aug. 31, 2022

Equity [Abstract]

NOTE 5 - SHAREHOLDERS’ EQUITY

NOTE 5 - SHAREHOLDERS’ EQUITY

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, 2022 and August 31, 2021.

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, 2022 and November 30, 2021.

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.

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NOTE 6 - CONCENTRATION

9 Months Ended

Aug. 31, 2022

Accounting Policies [Abstract]

NOTE 6 - CONCENTRATION

NOTE 6 - 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

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

For the nine months ended August 31, 2022, 93.2% of inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2021, 95.9% of the inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2022 and August 31, 2021, 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

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

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

For the nine months ended August 31, 2021, 93.8% of the revenue from the sale of cameras was generated through Amazon US.

For the nine months ended August 31, 2022 and August 31, 2021, 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, 2022, no customer accounted for 10% or more of service revenue. For the nine months ended August 31, 2021, 96.8% of the service revenue was generated from three customers.

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NOTE 7 – COMMITMENTS

9 Months Ended

Aug. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

NOTE 7 – COMMITMENTS

NOTE 7 - 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 $4,000) 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).

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NOTE 8 – LONG-TERM LOAN

9 Months Ended

Aug. 31, 2022

Debt Disclosure [Abstract]

NOTE 8 – LONG-TERM LOAN

NOTE 8 - 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, 2022, the Company repaid $8,499 to JFC. As of August 31, 2022, the Company had the current portion of $10,214 and non-current portion of $19,577.

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NOTE 9 - SUBSEQUENT EVENTS

9 Months Ended

Aug. 31, 2022

Subsequent Events [Abstract]

NOTE 9 - SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

From September 1, 2022 through the current date, Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO, paid expenses on behalf of the Company in amount of $11,838. This debt is non-interest bearing, unsecured, and due on demand.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Aug. 31, 2022

Accounting Policies [Abstract]

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the 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, 2021, 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, inventory obsolescence and sales allowance. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of August 31, 2022 and for the three months then ended. 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’ equity.

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

	August 31, 2022	August 31, 2021
Current JPY: US$1 exchange rate	138.63	109.90
Average JPY: US$1 exchange rate	124.96	107.84

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’ equity consists of changes in unrealized gains and losses on foreign currency translation.

REVENUE RECOGNITION AND DEFERRED REVENUE

REVENUE RECOGNITION AND DEFERRED REVENUE 

Starting December 1, 2018, the Company adopted 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 two 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.

Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. As of August 31, 2022 and November 30, 2021, the Company's deferred revenue was $433 and $2,110, respectively. During the nine months ended August 31, 2022 the Company recognized all of deferred revenue in the opening balance.

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, 2022		August 31, 2021
Revenue from cameras sold	$	121,125	75.2%	122,047	75.2%
Service revenue		39,849	24.8%	40,325	24.8%
Total		160,974	100%	162,372	100%

		For the nine months	Percentage of	For the nine months	Percentage of
		ended	total revenues	ended	total revenues
		Aug 31, 2022		Aug 31, 2021
Revenue from US	$	121,125	75.2%	113,309	69.8%
Revenue from Japan		39,849	24.8%	49,063	30.2%
Total		160,974	100%	162,372	100%