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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, 2024

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 November 13, 2024, there were 8,052,083 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, 2024   November 30, 2023
         
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 35,183 $ 11,562
Accounts receivable   19,856   4,594
Prepaid and other current assets 　 173,146 　 1,709
Sales tax recoverable   3,704   14,771
Inventories, net   61,162   68,466
　 　 　 　 　
TOTAL CURRENT ASSETS   293,051   101,102
　 　 　 　 　
NON-CURRENT ASSETS        
Software, net 　 38,375 　 55,311
　 　 　 　 　
TOTAL ASSETS $ 331,426 $ 156,413
　 　 　 　 　
LIABILITIES AND STOCKHOLDERS’ DEFICIT         
CURRENT LIABILITIES 　 　 　 　
Short-term loans payable $ 276,243 $ -
Accrued expenses 18,898 13,419
Due to related parties   734,028   794,757
Long-term loan payable, current portion   9,779   9,628
         
TOTAL CURRENT LIABILITIES 　 1,038,948 　 817,804
         
Long-term loan payable, non-current portion   -   6,419
　 　 　 　 　
TOTAL LIABILITIES   1,038,948   824,223
　 　 　 　 　
STOCKHOLDERS’ DEFICIT        
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2024 and November 30, 2023)     -   -
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2024 and November 30, 2023)   800   800
Additional paid in capital 　 119,474 　 50,030
Subscription receivables 　 173,611 　 -
Accumulated deficit    (1,202,639)    (938,784)
Accumulated other comprehensive income 　  201,232 　 220,144
         
TOTAL STOCKHOLDERS’ DEFICIT 　  (707,522) 　  (667,810)
         
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT $ 331,426 $ 156,413

 

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, 2024   August 31, 2023   August 31, 2024   August 31, 2023
    　   　        
REVENUES 　 　 　 　 　      
Revenue from cameras sold $ 6,799 $ 9,237 $ 43,113 $ 41,966
Service revenue 　 48,646 　 2,600 　 95,622   12,417
                 
TOTAL REVENUES 　 55,445 　 11,837 　 138,735   54,383
                 
COST OF REVENUES 　              
                 
Cost of revenue from cameras sold   4,383   6,718   34,533   30,630
Cost of service revenue   8,507   7,859   38,060   23,118
                 
TOTAL COST OF REVENUES 　 12,890 　 14,577 　 72,593   53,748
                 
GROSS PROFIT 　 42,555 　 (2,740) 　  66,142    635
                 
OPERATING EXPENSES 　 　 　 　 　      
General and administrative expenses $ 85,946 $ 66,490 $ 328,887 $ 182,903
　 　 　 　 　 　      
TOTAL OPERATING EXPENSES $ 85,946 $ 66,490 $ 328,887 $ 182,903
　 　 　 　 　        
OTHER INCOME $ (172) $ 174 $ 335 $ 742
　 　 　 　 　        
OTHER EXPENSES $ 1,084 $ 84 $ 1,445 $ 144
　 　 　 　 　        
NET LOSS $  (44,647) $ (69,140) $  (263,855) $  (181,670)
　 　 　 　 　        
OTHER COMPREHENSIVE INCOME                
Foreign currency translation adjustment $  (49,853) $  16,901 $  (18,912) $ 20,613
                 
TOTAL COMPREHENSIVE LOSS $  (94,500) $ (52,239) $  (282,767) $  (161,057)
                 
BASIC AND DILUTED NET LOSS PER COMMON STOCK $  (0.01) $  (0.01) $  (0.03) $  (0.02)
                 
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 　 8,000,763 　 8,000,000 　 8,000,253 　 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)

 

          ADDITIONAL       OTHER        
  COMMON STOCK   PAID IN   SUBSCRIPTION   COMPREHENSIVE   ACCUMULATED    
  NUMBER 　 AMOUNT 　 CAPITAL 　 RECEIVABLES 　 INCOME 　 DEFICIT 　 TOTALS
　 　 　 　 　 　 　 　 　 　 　 　 　 　
Balance November 30, 2022             8,000,000 　                        800 　                   50,030 　                           - 　                   74,089 　              (674,947) 　              (550,828)
                           
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)
Foreign currency translation                             -                               -                               -                             -                     16,901                               -                     16,901
Deemed contribution related to website transferred from related party under common control - 　 　- 　                   49,983 　 - 　 　- 　 - 　            49,983
Balance Aug 31, 2023             8,000,000                          800                  100,013                             -                     94,702                (856,617)                (661,102)
　 　 　 　 　 　 　 　 　 　 　 　 　 　
Balance November 30, 2023             8,000,000                          800                     50,030                             -                  220,144                (938,784)                (667,810)
                           
Net loss                             - 　                             - 　                             - 　                           - 　                             - 　              (146,345) 　              (146,345)
Foreign currency translation                             -                               -                               -                             -                     12,227                               -                     12,227
　 　 　 　 　 　 　 　 　 　 　 　 　 　
Balance February 29, 2024         8,000,000                          800                     50,030                             -              232,371   (1,085,129) (801,928)
                           
Net loss - 　 - 　  - 　 - 　                       - 　                 (72,863) 　              (72,863)
Foreign currency translation                             -                               -                               -                             -                     18,714                               -                     18,714
　 　 　 　 　 　 　 　 　 　 　 　 　 　
Balance May 31, 2024             8,000,000                          800                     50,030                             -                  251,085             (1,157,992)                (856,077)
                           
Common shares sold                   52,083                      69,444                173,611                          243,055
Net loss                             - 　                             - 　                             - 　 -                            - 　                 (44,647) 　              (44,647)
Foreign currency translation                             -                               -                               -   -        (49,853) - (49,853)
　 　 　 　 　 　 　 　 　 　 　 　 　 　
Balance Aug 31, 2024             8,052,083                          800                  119,474                173,611                  201,232             (1,202,639)                (707,522)

 

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, 2024   August 31, 2023
         
CASH FLOWS FROM OPERATING ACTIVITIES 　 　 　 　
Net loss $  (263,855) $  (181,670)
Adjustments to reconcile net loss to net cash: 　 　 　 　
Depreciation and amortization expenses   17,023   3,132
Changes in operating assets and liabilities: 　 　 　 　
Accounts receivable   (14,524)   3,294
Prepaid and other current assets 　 1,181 　   708
Sales tax recoverable   10,802   2,692
Inventories, net   8,011   861
Accrued expenses 　 4,884 　 110,296
Due to related party   1,328   27
Impairment loss on advance payments   -   25,455
Net cash provided by operating activities   (235,150)   (35,205)
　 　 　 　 　
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from due to related party $ 236,730 $ 48,594
Repayment of due to related party   (326,717)   (7,574)
Proceeds of Short-term loan   264,134    
Cash received from the sale of stock   66,034    
Repayments of long-term loan 　 (7,112) 　 (7,896)
Net cash used in financing activities   233,069   33,124
　 　 　 　 　
Net effect of exchange rate changes on cash $ 25,702 $ (634)
　 　 　 　 　
Net change in cash and cash equivalents $ 23,621 $ (2,715)
Cash and cash equivalents – beginning of period 　 11,562 　 19,104
Cash and cash equivalents – end of period   35,183   16,389
　 　 　 　 　
NON-CASH TRANSACTIONS        
Expense paid by related party on behalf of the Company　 $ - $  101,487
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 $ 117 $ 115
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, 2024

(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.

 

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

 

The Company operates through its wholly owned subsidiary Photozou Koukoku Co., Ltd.

 

Photozou Koukoku Co., Ltd. primarily focuses on selling used cameras, offering photo session services in Tokyo and Kansai, and running online advertising across various channels, among other activities.

 

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 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, 2023, 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. 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, 2024   August 31, 2024
Current JPY: US$1 exchange rate 144.80   146.20
Average JPY: US$1 exchange rate 151.43   136.85

 

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 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. There was no deferred revenue as of August 31, 2024 or November 30, 2023.

 

Disaggregated revenue by nature 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, 2024 　 August 31, 2023 　
Revenue from cameras sold $  43,113 31.08%  41,966 77.2%
Service revenue    95,622 68.92%  12,417 22.8%
Total   138,735 100% 54,383 100%

  

Disaggregated revenue by geographic of the Company is as follows:

 

    For the nine months Percentage For the nine months Percentage of
    ended of total revenues ended total revenues
    August 31, 2024   August 31, 2023  
Revenue from US $ 43,113 31.08% 37,313 68.6%
Revenue from Japan   95,622 68.92% 17,070 31.4%
Total   138,735 100% 54,383 100%

  

 

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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, 2024   November 30, 2023
Photozou website $ 49,026 $ 48,270
Photo collection cloud   11,050   10,879
Others   6,906   6,799
Subtotal   66,982   65,948
Less: Accumulated amortization   (28,607)   (10,637)
Software, net   38,375   55,311

 

For the nine months ended August 31, 2024 and 2023, amortization expenses were $28,607 and $3,132 respectively.

 

Estimated future amortization expense related to the website and software held as of August 31, 2024 is as follows:

 

Year ended November 30,    
Remaining of 2024 $  6,666
2025   24,469
2026   3,557
2027   2,210
2028   1,473
Total $ 38,375

    

NOTE 5 - RELATED-PARTY TRANSACTIONS

 

For the nine months ended August 31, 2024, the Company borrowed $236,730 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, 2024, the Company had $1,328 accrued interest payable due to the related party. During the nine months ended August 31, 2024, the Company furnished repayments in an amount of $326,717 to White Knight Co., Ltd.

 

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, 2024 and August 31, 2023 were $732,992 and $41,040, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on September 25, 2025.

 

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. The total due to Photozou Co., Ltd., as of August 31, 2024 and August 31, 2023 were $1,036 and $728,927, respectively, and are unsecured, due on demand and non-interest bearing.

 

For the nine months ended August 31, 2024 and August 31, 2023, the Company utilized office space and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge.

 

NOTE 6 - 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 six months ended August 31, 2024 and August 31, 2023.

 

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, 2024 and November 30, 2023.

 

On or about August 30, 2024, the company consummated an agreement for the sale of 17,361 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $4.00 per share of Common Stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $69,444. SJ Capital Co., Ltd. is not a related party to the Company. This was recorded as a subscription receivable for the period ending August 31, 2024.

 

On or about August 31, 2024, the company consummated an agreement for the sale of 34,722 shares of restricted Common Stock to STEIN Corporation, a Japanese Company, at a price of $5.00 per share of Common Stock. The total subscription amount paid by STEIN Corporation was approximately $173,611. STEIN Corporation is not a related party to the Company. This was recorded as a subscription receivable for the period ending August 31, 2024.

 

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 7 - 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, 2024 and 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, 2024 and August 31, 2023, 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, 2024, 100% of the revenue from the sale of cameras was generated through Amazon USA.  

 

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, 2024 and August 31, 2023, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami who 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, 2024, 89% of the service revenue was generated from ROCK STAR Co., Ltd.,

 

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

 

NOTE 8 - COMMITMENTS  

 

On May 1, 2017, the Company entered into an agreement with Mr. Takaharu 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 JPY 450,000 (approximately $2,999) 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 9 - 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, 2024, the Company repaid $6,501 to JFC and paid off the loan in full.

 

NOTE 10 - SUBSEQUENT EVENTS

 

From October 1, 2024, through the current date, the Company borrowed $38,533 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%, and due on demand.

 

On September 6, 2024, the sales of common stock to SJ Capital Co., Ltd. and STEIN Corporation, respectively, were recorded by the company's transfer agent.

 

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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

 

The Company operates through its wholly owned subsidiary Photozou Koukoku Co., Ltd. Photozou Koukoku Co., Ltd. primarily focuses on selling used cameras, offering photo session services in Tokyo and Kansai, and running online advertising across various channels, among other activities. On April 17, 2017, Photozou Koukoku obtained a license to operate as a used goods merchant in Japan.

 

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").

 

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. 

 

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 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. The website https://photozou.jp/ is designed for free photo sharing, and may, in addition to other features, offer users the option to store pictures on the website for a nominal fee.

 

Liquidity and Capital Resources 

 

Our cash balance is $35,183 as of August 31, 2024. 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. 

 

Total Assets

 

We recorded total assets of $331,426 and $156,413 as of August 31, 2024 and November 30, 2023, respectively. The difference between the periods is primarily due to prepaid and other current assets during the nine months ended August 31, 2024.

 

Revenue

 

We recorded total revenue of $55,445 and $11,837 for the three months ended August 31, 2024 and August 31, 2023, respectively. The variance between periods is primarily attributable to greater service revenue sold for the three months ended August 31, 2024.

 

We recorded total revenue of $138,735 and $54,383 for the nine months ended August 31, 2024 and August 31, 2023, respectively. The variance between periods is primarily attributable to greater service revenue sold for the nine months ended August 31, 2024.

 

Net Loss

 

We recorded a net loss of $44,647 and $69,140 for the three months ended August 31, 2024 and August 31, 2023, respectively.

 

We recorded a net loss of $263,855 and $181,670 for the nine months ended August 31, 2024 and August 31, 2023, respectively. The variance is primarily attributable to increased general and administrative expenses incurred during the nine months ended August 31, 2024.

 

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 to allow for timely decisions regarding required disclosure.

 

As of August 31, 2024, 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 two individuals 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 and 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, 2024, 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 

 

On or about August 30, 2024, the company consummated an agreement for the sale of 17,361 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $4.00 per share of Common Stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $69,444. SJ Capital Co., Ltd. is not a related party to the Company.

 

On or about August 31, 2024, the company consummated an agreement for the sale of 34,722 shares of restricted Common Stock to STEIN Corporation, a Japanese Company, at a price of $5.00 per share of Common Stock. The total subscription amount paid by STEIN Corporation was approximately $173,611. STEIN Corporation is not a related party to the Company.

 

The proceeds from these sales are to be used by the Company for working capital.

 

The aforementioned sales of shares were conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sales of shares were made only to non-U.S. persons/entities (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 (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, 2024. (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: November 13, 2024

 

By: /s/ Yuko Takeuchi

Name: Yuko Takeuchi

Chief Financial Officer

Dated: November 13, 2024

 

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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: November 13, 2024

 

 

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, Yuko Takeuchi, 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: November 13, 2024

 

 

By: /s/ Yuko Takeuchi

Yuko Takeuchi,

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, 2024, 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: November 13, 2024

 

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, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Yuko Takeuchi, 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 Yuko Takeuchi and will be retained by Photozou Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: November 13, 2024

 

By: /s/ Yuko Takeuchi

Yuko Takeuchi,

Chief Financial Officer

(Principal Financial Officer)

 

v3.24.3
Cover - shares
 9 Months Ended
Aug. 31, 2024
Nov. 13, 2024
May 31, 2024
Feb. 29, 2024
Nov. 30, 2023
Aug. 31, 2023
May 31, 2023
Feb. 28, 2023
Nov. 30, 2022
Cover [Abstract]                  
Document Type 10-Q                
Amendment Flag false                
Document Quarterly Report true                
Document Period End Date Aug. 31, 2024                
Document Fiscal Period Focus Q3                
Document Fiscal Year Focus 2024                
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 Address, Postal Zip Code 160-0004                
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                
Contact Personnel Email Address Fax number: +81-3-6369-3727                
Shares, Issued 8,052,083 8,052,083 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000
v3.24.3
Consolidated Balance Sheets (Unaudited) - USD ($)
Aug. 31, 2024
Nov. 30, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 35,183 $ 11,562
Accounts receivable 19,856 4,594
Prepaid and other current assets 173,146 1,709
Sales tax recoverable 3,704 14,771
Inventories, net 61,162 68,466
TOTAL CURRENT ASSETS 293,051 101,102
NON-CURRENT ASSETS    
Software, net 38,375 55,311
TOTAL ASSETS 331,426 156,413
CURRENT LIABILITIES    
Short-term loans payable 276,243
Accrued expenses 18,898 13,419
Due to related parties 734,028 794,757
Long-term loan payable, current portion 9,779 9,628
TOTAL CURRENT LIABILITIES 1,038,948 817,804
Long-term loan payable, non-current portion 6,419
TOTAL LIABILITIES 1,038,948 824,223
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2024 and November 30, 2023)  
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2024 and November 30, 2023) 800 800
Additional paid in capital 119,474 50,030
Subscription receivables 173,611
Accumulated deficit (1,202,639) (938,784)
Accumulated other comprehensive income 201,232 220,144
TOTAL STOCKHOLDERS’ DEFICIT (707,522) (667,810)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT $ 331,426 $ 156,413
v3.24.3
Consolidated Balance Sheets (Unaudited) (Parenthetical)
Aug. 31, 2024
$ / 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
v3.24.3
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
REVENUES        
Revenue from cameras sold $ 6,799 $ 9,237 $ 43,113 $ 41,966
Service revenue 48,646 2,600 95,622 12,417
TOTAL REVENUES 55,445 11,837 138,735 54,383
COST OF REVENUES        
Cost of revenue from cameras sold 4,383 6,718 34,533 30,630
Cost of service revenue 8,507 7,859 38,060 23,118
TOTAL COST OF REVENUES 12,890 14,577 72,593 53,748
GROSS PROFIT 42,555 (2,740) 66,142 635
OPERATING EXPENSES        
General and administrative expenses 85,946 66,490 328,887 182,903
TOTAL OPERATING EXPENSES 85,946 66,490 328,887 182,903
OTHER INCOME (172) 174 335 742
OTHER EXPENSES 1,084 84 1,445 144
NET LOSS (44,647) (69,140) (263,855) (181,670)
OTHER COMPREHENSIVE INCOME        
Foreign currency translation adjustment (49,853) 16,901 (18,912) 20,613
TOTAL COMPREHENSIVE LOSS $ (94,500) $ (52,239) $ (282,767) $ (161,057)
BASIC AND DILUTED NET LOSS PER COMMON STOCK $ (0.01) $ (0.01) $ (0.03) $ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 8,000,763 8,000,000 8,000,253 8,000,000
v3.24.3
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Accounts Receivable [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member]
Total
Shares issued and outstanding           8,000,000
Balance, value $ 800 $ 50,030 $ 74,089 $ (674,947) $ (550,828)
Beginning balance, value at Nov. 30, 2022 800 50,030 74,089 (674,947) (550,828)
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) (550,828)
Net loss           $ (181,670)
Shares issued and outstanding           8,000,000
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
Shares issued and outstanding           8,000,000
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
Shares issued and outstanding           8,000,000
Balance, value 800 100,013 94,702 (856,617) $ (661,102)
Shares issued and outstanding           8,000,000
Balance, value 800 50,030 220,144 (938,784) $ (667,810)
Beginning balance, value at Nov. 30, 2023 800 50,030 220,144 (938,784) (667,810)
Net loss (146,345) (146,345)
Foreign currency translation 12,227 12,227
Beginning balance, value at Nov. 30, 2023 800 50,030 220,144 (938,784) (667,810)
Net loss           $ (263,855)
Shares issued and outstanding           8,000,000
Balance, value 800 50,030 232,371 (1,085,129) $ (801,928)
Beginning balance, value at Feb. 29, 2024 800 50,030 232,371 (1,085,129) (801,928)
Net loss (72,863) (72,863)
Foreign currency translation 18,714 $ 18,714
Shares issued and outstanding           8,000,000
Balance, value 800 50,030 251,085 (1,157,992) $ (856,077)
Beginning balance, value at May. 31, 2024 800 50,030 251,085 (1,157,992) (856,077)
Net loss (44,647) (44,647)
Foreign currency translation (49,853) (49,853)
Common shares sold   69,444 173,611     $ 243,055
Shares issued and outstanding           8,052,083
Balance, value $ 800 $ 119,474 $ 173,611 $ 201,232 $ (1,202,639) $ (707,522)
v3.24.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (263,855) $ (181,670)
Adjustments to reconcile net loss to net cash:    
Depreciation and amortization expenses 17,023 3,132
Changes in operating assets and liabilities:    
Accounts receivable (14,524) 3,294
Prepaid and other current assets 1,181 708
Sales tax recoverable 10,802 2,692
Inventories, net 8,011 861
Accrued expenses 4,884 110,296
Due to related party 1,328 27
Impairment loss on advance payments 25,455
Net cash provided by operating activities (235,150) (35,205)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from due to related party 236,730 48,594
Repayment of due to related party (326,717) (7,574)
Proceeds of Short-term loan 264,134  
Cash received from the sale of stock 66,034  
Repayments of long-term loan (7,112) (7,896)
Net cash used in financing activities 233,069 33,124
Net effect of exchange rate changes on cash 25,702 (634)
Net change in cash and cash equivalents 23,621 (2,715)
Cash and cash equivalents – beginning of period 11,562 19,104
Cash and cash equivalents – end of period 35,183 16,389
NON-CASH TRANSACTIONS    
Expense paid by related party on behalf of the Company　 101,487
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 117 115
Income taxes paid
v3.24.3
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS
 9 Months Ended
Aug. 31, 2024
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.

 

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

 

The Company operates through its wholly owned subsidiary Photozou Koukoku Co., Ltd.

 

Photozou Koukoku Co., Ltd. primarily focuses on selling used cameras, offering photo session services in Tokyo and Kansai, and running online advertising across various channels, among other activities.

 

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

 
v3.24.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Aug. 31, 2024
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, 2023, 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. 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, 2024   August 31, 2024
Current JPY: US$1 exchange rate 144.80   146.20
Average JPY: US$1 exchange rate 151.43   136.85

 

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 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. There was no deferred revenue as of August 31, 2024 or November 30, 2023.

 

Disaggregated revenue by nature 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, 2024 　 August 31, 2023 　
Revenue from cameras sold $  43,113 31.08%  41,966 77.2%
Service revenue    95,622 68.92%  12,417 22.8%
Total   138,735 100% 54,383 100%

  

Disaggregated revenue by geographic of the Company is as follows:

 

    For the nine months Percentage For the nine months Percentage of
    ended of total revenues ended total revenues
    August 31, 2024   August 31, 2023  
Revenue from US $ 43,113 31.08% 37,313 68.6%
Revenue from Japan   95,622 68.92% 17,070 31.4%
Total   138,735 100% 54,383 100%

  

 

-F6-

Table of Contents

 
v3.24.3
NOTE 3 - GOING CONCERN
 9 Months Ended
Aug. 31, 2024
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.

 
v3.24.3
NOTE 4 - WEBSITE AND Software, Net
 9 Months Ended
Aug. 31, 2024
Note 4 - Website And Software Net  
NOTE 4 - WEBSITE AND Software, Net

NOTE 4 - WEBSITE AND Software, Net

 

Website and software, net consists of the following:

 

    August 31, 2024   November 30, 2023
Photozou website $ 49,026 $ 48,270
Photo collection cloud   11,050   10,879
Others   6,906   6,799
Subtotal   66,982   65,948
Less: Accumulated amortization   (28,607)   (10,637)
Software, net   38,375   55,311

 

For the nine months ended August 31, 2024 and 2023, amortization expenses were $28,607 and $3,132 respectively.

 

Estimated future amortization expense related to the website and software held as of August 31, 2024 is as follows:

 

Year ended November 30,    
Remaining of 2024 $  6,666
2025   24,469
2026   3,557
2027   2,210
2028   1,473
Total $ 38,375

    
v3.24.3
NOTE 5 - RELATED-PARTY TRANSACTIONS
 9 Months Ended
Aug. 31, 2024
Related Party Transactions [Abstract]  
NOTE 5 - RELATED-PARTY TRANSACTIONS

NOTE 5 - RELATED-PARTY TRANSACTIONS

 

For the nine months ended August 31, 2024, the Company borrowed $236,730 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, 2024, the Company had $1,328 accrued interest payable due to the related party. During the nine months ended August 31, 2024, the Company furnished repayments in an amount of $326,717 to White Knight Co., Ltd.

 

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, 2024 and August 31, 2023 were $732,992 and $41,040, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on September 25, 2025.

 

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. The total due to Photozou Co., Ltd., as of August 31, 2024 and August 31, 2023 were $1,036 and $728,927, respectively, and are unsecured, due on demand and non-interest bearing.

 

For the nine months ended August 31, 2024 and August 31, 2023, the Company utilized office space and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge.

 
v3.24.3
NOTE 6 - SHAREHOLDERs’ DEFICIT
 9 Months Ended
Aug. 31, 2024
Equity [Abstract]  
NOTE 6 - SHAREHOLDERs’ DEFICIT

NOTE 6 - 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 six months ended August 31, 2024 and August 31, 2023.

 

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, 2024 and November 30, 2023.

 

On or about August 30, 2024, the company consummated an agreement for the sale of 17,361 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $4.00 per share of Common Stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $69,444. SJ Capital Co., Ltd. is not a related party to the Company. This was recorded as a subscription receivable for the period ending August 31, 2024.

 

On or about August 31, 2024, the company consummated an agreement for the sale of 34,722 shares of restricted Common Stock to STEIN Corporation, a Japanese Company, at a price of $5.00 per share of Common Stock. The total subscription amount paid by STEIN Corporation was approximately $173,611. STEIN Corporation is not a related party to the Company. This was recorded as a subscription receivable for the period ending August 31, 2024.

 

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.

 
v3.24.3
NOTE 7 - CONCENTRATION
 9 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
NOTE 7 - CONCENTRATION

NOTE 7 - 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, 2024 and 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, 2024 and August 31, 2023, 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, 2024, 100% of the revenue from the sale of cameras was generated through Amazon USA.  

 

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, 2024 and August 31, 2023, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami who 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, 2024, 89% of the service revenue was generated from ROCK STAR Co., Ltd.,

 

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

 
v3.24.3
NOTE 8 - COMMITMENTS
 9 Months Ended
Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
NOTE 8 - COMMITMENTS

NOTE 8 - COMMITMENTS  

 

On May 1, 2017, the Company entered into an agreement with Mr. Takaharu 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 JPY 450,000 (approximately $2,999) 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).

 
v3.24.3
NOTE 9 - LONG-TERM LOAN
 9 Months Ended
Aug. 31, 2024
Debt Disclosure [Abstract]  
NOTE 9 - LONG-TERM LOAN

NOTE 9 - 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, 2024, the Company repaid $6,501 to JFC and paid off the loan in full.

 
v3.24.3
NOTE 10 - SUBSEQUENT EVENTS
 9 Months Ended
Aug. 31, 2024
Subsequent Events [Abstract]  
NOTE 10 - SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

 

From October 1, 2024, through the current date, the Company borrowed $38,533 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%, and due on demand.

 

On September 6, 2024, the sales of common stock to SJ Capital Co., Ltd. and STEIN Corporation, respectively, were recorded by the company's transfer agent.
v3.24.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Aug. 31, 2024
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, 2023, 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. 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, 2024   August 31, 2024
Current JPY: US$1 exchange rate 144.80   146.20
Average JPY: US$1 exchange rate 151.43   136.85

 
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 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. There was no deferred revenue as of August 31, 2024 or November 30, 2023.

 

Disaggregated revenue by nature 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, 2024 　 August 31, 2023 　
Revenue from cameras sold $  43,113 31.08%  41,966 77.2%
Service revenue    95,622 68.92%  12,417 22.8%
Total   138,735 100% 54,383 100%

  

Disaggregated revenue by geographic of the Company is as follows:

 

    For the nine months Percentage For the nine months Percentage of
    ended of total revenues ended total revenues
    August 31, 2024   August 31, 2023  
Revenue from US $ 43,113 31.08% 37,313 68.6%
Revenue from Japan   95,622 68.92% 17,070 31.4%
Total   138,735 100% 54,383 100%

  
v3.24.3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Aug. 31, 2024
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, 2024   August 31, 2024
Current JPY: US$1 exchange rate 144.80   146.20
Average JPY: US$1 exchange rate 151.43   136.85
Disaggregated revenue by nature of the Company

Disaggregated revenue by nature 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, 2024 　 August 31, 2023 　
Revenue from cameras sold $  43,113 31.08%  41,966 77.2%
Service revenue    95,622 68.92%  12,417 22.8%
Total   138,735 100% 54,383 100%
Disaggregated revenue by geographic of the Company

Disaggregated revenue by geographic of the Company is as follows:

 

    For the nine months Percentage For the nine months Percentage of
    ended of total revenues ended total revenues
    August 31, 2024   August 31, 2023  
Revenue from US $ 43,113 31.08% 37,313 68.6%
Revenue from Japan   95,622 68.92% 17,070 31.4%
Total   138,735 100% 54,383 100%
v3.24.3
NOTE 4 - WEBSITE AND Software, Net (Tables)
 9 Months Ended
Aug. 31, 2024
Note 4 - Website And Software Net  
Website and software, net

Website and software, net consists of the following:

 

    August 31, 2024   November 30, 2023
Photozou website $ 49,026 $ 48,270
Photo collection cloud   11,050   10,879
Others   6,906   6,799
Subtotal   66,982   65,948
Less: Accumulated amortization   (28,607)   (10,637)
Software, net   38,375   55,311
Estimated future amortization

Estimated future amortization expense related to the website and software held as of August 31, 2024 is as follows:

 

Year ended November 30,    
Remaining of 2024 $  6,666
2025   24,469
2026   3,557
2027   2,210
2028   1,473
Total $ 38,375
v3.24.3
NOTE 4 - WEBSITE AND Software, Net (Details Narrative) - USD ($)
 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Note 4 - Website And Software Net    
Amortization expenses $ 28,607 $ 3,132
v3.24.3
NOTE 5 - RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)
 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Related Party Transactions [Abstract]    
borrowed from white knight 2023 $ 236,730 $ 43,844
company accrued interest 2023 1,328 27
repayments furnished to white knight 326,717  
total due to wk 732,992 41,040
borrowed from photozou   106,237
expenses paid by a related party   101,487
repaid to photozou co   7,574
total due to photozou co $ 1,036 $ 728,927
v3.24.3
NOTE 9 - LONG-TERM LOAN (Details Narrative)
 9 Months Ended
Aug. 31, 2024
USD ($)
Debt Disclosure [Abstract]  
[custom:Repaidtojfc] $ 6,501
v3.24.3
NOTE 10 - SUBSEQUENT EVENTS (Details Narrative)
 1 Months Ended
Nov. 13, 2024
USD ($)
Subsequent Events [Abstract]  
[custom:Borrowedfromwhiteknightcosubsequently] $ 38,533
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