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 AUGUSTMAY 31, 20182019

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: 333-201697

  

Photozou Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 Delaware47-300318890-1260322 
 

(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

2-24-13-904, Kamiosaki, Shinagawa-ku, Tokyo, Japan

(Former address)

 

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 acceleratedfiler, 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  
(Do not check if a smaller reporting company)
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).

 

 [X] Yes [  ] Yes [X] No

 

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

 

As of October 4, 2018,July 15, 2019, there were 8,000,000 shares of common stock and no shares of preferred stock issued and outstanding.

 

-1-


 

INDEX

 

   Page 
PART I - FINANCIAL INFORMATION  
   
ITEM 1FINANCIAL STATEMENTS - UNAUDITED F1
Consolidated Balance Sheets - UNAUDITED F2
CONSOLIDATED Statements of Operations -AND OTHER COMPREHENSIVE INCOME- UNAUDITED  F3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT - UNAUDITEDF4
CONSOLIDATED Statements of Cash Flows - unaudited F4F5
Notes to CONSOLIDATED Financial Statements - unaudited F5F6
   
ITEM 2MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 3
ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 3
ITEM 4CONTROLS AND PROCEDURES 4
 
PART II - OTHER INFORMATION  
 
ITEM 1LEGAL PROCEEDINGS 5
ITEM 1ARISK FACTORS  
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 5
ITEM 3DEFAULTS UPON SENIOR SECURITIES 5
ITEM 4MINE SAFETY DISCLOSURES 5
ITEM 5OTHER INFORMATION 5
ITEM 6EXHIBITS 5
  
SIGNATURES 6

 

-2-


Table of Contents

PART I - FINANCIAL INFORMATION

  

ITEM 1FINANCIAL STATEMENTS

  

PHOTOZOU HOLDINGS, Inc.

FINANCIAL STATEMENTS

UNAUDITED

(UNAUDITED) 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Pages
   
Consolidated Balance Sheets - Unaudited F2
   
Consolidated Statements of Operations and Other Comprehensive Income (Loss) - Unaudited F3
Consolidated Statement of Change in Stockholders’ Deficit – UnauditedF4
   
Consolidated Statements of Cash Flows - Unaudited F4F5
   
Consolidated Notes to Financial Statements - Unaudited F5F6

 

-F1-


Table of Contents

 

PHOTOZOU HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

PHOTOZOU HOLDINGS, INC.PHOTOZOU HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETSCONSOLIDATED BALANCE SHEETS
(UNAUDITED)
     
  August 31, 2018 November 30, 2017 May 31, 2019 November 30, 2018
    Restated    
ASSETSASSETS    ASSETS    
Current AssetsCurrent Assets Current Assets 
Cash and cash equivalents$1,549$84,959Cash and cash equivalents$11,648$5,923
Accounts receivable - trade 1,902 7,790Accounts receivable - trade 7,548 2,353
Prepaid expenses - 2,351Other current assets 3,474 373
Inventories- consignment 24,533 11,579Inventories 15,538 10,740
    
TOTAL CURRENT ASSETSTOTAL CURRENT ASSETS 27,983 106,679TOTAL CURRENT ASSETS 38,208 19,389
    
Property, plant and equipmentProperty, plant and equipment Property, plant and equipment 
Software 1,946 1,920Software 1,995 1,904
Less accumulated depreciation and amortization  (454)  (160)Less accumulated depreciation and amortization  (765)  (539)
    
TOTAL PROPERTY, PLANT AND EQUIPMENTTOTAL PROPERTY, PLANT AND EQUIPMENT 1,492 1,760TOTAL PROPERTY, PLANT AND EQUIPMENT 1,230 1,365
    
TOTAL ASSETSTOTAL ASSETS 29,475 108,439TOTAL ASSETS 39,438 20,754
      
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 
CURRENT LIABILITIES:CURRENT LIABILITIES: CURRENT LIABILITIES: 
Accrued expenses 263$463Accrued expenses 283$241
Due to related party 124,912 76,911Due to related party 197,244 142,588
Deferred revenue 12,127 7,962Deferred revenue - 824
    
TOTAL LIABILITIESTOTAL LIABILITIES 137,302 85,336TOTAL LIABILITIES 197,527 143,653
          
STOCKHOLDERS’ EQUITY (DEFICIT) 
STOCKHOLDERS’ DEFICITSTOCKHOLDERS’ DEFICIT 
Preferred stock ($.0001 par value, 20,000,000 shares authorized; ���Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of May 31, 2019 and November 30, 2018) - -
 none issued and outstanding as of August 31, 2018 and November 30, 2017) - -Common stock ($.0001 par value, 500,000,000 shares authorized, 8,000,000 shares issued and outstanding as of May 31, 2019 and November 30, 2018) 800 800
Common stock ($.0001 par value, 500,000,000 shares authorized, Additional paid in capital 50,030 32,396
8,000,000 shares and 11,037,000 shares issued and outstanding Accumulated deficit  (204,886)  (158,721)
as of August 31, 2018 and November 30, 2017, respectively) 800 1,104Accumulated other comprehensive income (loss)  (4,033) 2,626
Additional paid in capital 32,309 108,025 
TOTAL STOCKHOLDERS’ DEFICITTOTAL STOCKHOLDERS’ DEFICIT  (158,089)  (122,899)
Accumulated deficit  (141,263)  (86,361) 
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICITTOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT$39,438$20,754
Accumulated other comprehensive income 327 335   
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)  (107,827) 23,103
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)$29,475$108,439
   
The accompanying notes are an integral part of these unaudited financial statements
The accompanying notes are an integral part of these unaudited consolidated financial statementsThe 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 INCOME (LOSS)
(UNAUDITED)
          
   Three months Ended Three months Ended Six months Ended Six months Ended
   May 31, 2019 May 31, 2018 May 31, 2019 May 31, 2018
          
Revenues        
 Revenue from cameras sold$45,214$118,624$105,746$337,930
 Service revenue 5,298 6,328 13,900 13,300
          
Total revenues 50,512 124,952 119,646 351,230
          
Cost of revenues 42,433 115,480 101,099 323,450
          
Gross profit 8,079 9,472 18,547 27,780
          
OPERATING EXPENSES        
 General and Administrative Expenses$36,979$28,602$64,712$67,412
          
TOTAL OPERATING EXPENSES$36,979$28,602$64,712$67,412
          
NET LOSS$ (28,900)$ (19,130)$ (46,165)$ (39,632)
          
OTHER COMPREHENSIVE INCOME (LOSS)        
 Foreign currency translation adjustment$ (4,491)$1,863$ (6,659)$ (1,961)
          
TOTAL COMPREHENSIVE LOSS$ (33,391)$ (17,267)$ (52,824)$ (41,593)
          
BASIC AND DILUTED NET LOSS PER COMMON STOCK$ (0.00)$ (0.00)$ (0.01)$ (0.00)
          
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 8,000,000 10,277,955 8,000,000 10,653,465

-F3-


Table of Contents

 

PHOTOZOU HOLDINGS, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)

   Three months Three months Nine months Nine months
   Ended Ended Ended Ended
   August 31, 2018 August 31, 2017 August 31, 2018 August 31, 2017
     Restated   Restated
Revenues        
 Revenue from cameras sold$257,253$26,240$557,973$26,764
 Service revenue 5,007 4,021 18,307 9,450
          
Total revenues 262,260 30,261 576,280 36,214
          
Cost of revenues                                            247,456                                              24,816                                            536,814                                              25,257
          
Gross profit 14,805 5,445 39,467 10,957
          
OPERATING EXPENSES        
 General and Administrative Expenses$26,958$19,933$94,369$51,501
          
TOTAL OPERATING EXPENSES$26,958$19,933$94,369$51,501
          
NET LOSS$ (12,153)$ (14,489)$ (54,902)$ (40,545)
          
OTHER COMPREHENSIVE LOSS        
 Foreign currency translation adjustment$1,949$ (276)$ (8)$ (494)
          
TOTAL COMPREHENSIVE LOSS$ (10,205)$ (14,765)$ (54,911)$ (41,039)
          
BASIC AND DILUTED NET LOSS PER COMMON STOCK$ (0.00)$ (0.00)$ (0.01)$ (0.00)
          
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 8,000,000 9,730,096 9,762,521 8,580,908
          
The accompanying notes are an integral part of these unaudited financial statements
PHOTOZOU HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
            
     ADDITIONAL OTHER    
 COMMON STOCK PAID IN COMPREHENSIVE ACCUMULATED  
 NUMBER AMOUNT CAPITAL INCOME (LOSS) DEFICIT TOTALS
            
Balance November 30, 2017                  11,037,300$                           1,104$                       108,025$                              362$                       (89,413)$                         20,078
Net loss                                   -                                    -                                    -                                    -                        (20,502)                        (20,502)
Foreign currency translation                                   -                                    -                                    -                          (3,824)                                    -                          (3,824)
            
Balance February 28, 2018                  11,037,300                            1,104                        108,025                          (3,462)                      (109,915)                          (4,248)
Stock cancellation                  (3,037,300)                             (304)                        (75,629)                                    -                                    -                        (75,933)
Net loss                                   -                                    -                                    -                                    -                        (19,130)                        (19,130)
Foreign currency translation                                   -                                    -                                    -                            1,863                                    -                            1,863
            
Balance May 31, 2018                    8,000,000                               800                          32,396                          (1,599)                      (129,045)                        (97,448)
            
            
Balance November 30, 2018                    8,000,000$                              800$                         32,396$                           2,626$                     (158,721)$                     (122,899)
Net loss                                   -                                    -                                    -                                    -                        (17,265)                        (17,265)
Foreign currency translation                                   -                                    -                                    -                          (2,168)                                    -                          (2,168)
            
Balance February 28, 2019                    8,000,000                               800                          32,396                               458                      (175,986)                      (142,332)
Net loss                                   -                                    -                                    -                                    -                        (28,900)                        (28,900)
Due to related party forgiven                                   -                                    -                          17,634                                    -                                    -                          17,634
Foreign currency translation                                   -                                    -                                    -                          (4,491)                                    -                          (4,491)
            
Balance May 31, 2019                    8,000,000                               800                          50,030                          (4,033)                      (204,886)                      (158,089)
            
The accompanying notes are an integral part of these unaudited consolidated financial statements

 

-F3-

-F4-


Table of Contents

  

PHOTOZOU HOLDINGS, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

PHOTOZOU HOLDINGS, INC.PHOTOZOU HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWSCONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)(UNAUDITED)
  Nine months Nine months     
  Ended Ended  Six months Ended Six months Ended
  August 31, 2018 August 31, 2017  May 31, 2019 May 31, 2018
  Restated  
CASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIES CASH FLOWS FROM OPERATING ACTIVITIES 
Net loss$ (54,902)$ (40,545)Net loss$ (46,165)$ (39,632)
Adjustments to reconcile net loss to net cash: Adjustments to reconcile net loss to net cash: 
Expenses paid by shareholder and contributed to the Company - 12,400Depreciation and amortization expenses                                     225 204
Depreciation and amortization expenses 294 65Changes in operating assets and liabilities:                                           
Changes in operating assets and liabilities: Accounts receivable - trade  (5,195)  (102)
Accounts receivable - trade 5,888  (19,554)Accounts receivable - related party                                          -  (5,238)
Prepaid expenses 2,351  (4,331)Other current assets  (3,101) 2,351
Inventories- consignment  (12,954)  (22,560)Inventories  (4,798)  (82,390)
Accrued expenses  (200)  (6,028)Accrued expenses                                       42  (255)
Deferred Revenue 4,165 12,202Other accounts payable                                          - 188
Net cash used in operating activities  (55,358)  (68,350)Deferred Revenue  (824) 80,100
  Net cash used in operating activities  (59,816)  (44,774)
CASH FLOWS FROM INVESTING ACTIVITIES 
Cash paid for purchase of software$-$ (1,964)
Net cash used in investing activities -  (1,964)
    
CASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES 
Proceeds from due to related party$64,665$84,922
Repayment of due to related party  (16,664)  -Proceeds from due to related party$                               72,614$49,731
Cash contribution from shareholder - 75,629Repayment of due to related party -  (8,271)
Stock cancellation  (76,020) 303Stock cancellation                                          -  (75,933)
Net cash provided by financing activities  (28,019) 160,854Net cash provided by (used in) financing activities                                72,614  (34,473)
    
Net effect of exchange rate changes on cashNet effect of exchange rate changes on cash$ (34)$ (141)Net effect of exchange rate changes on cash$ (7,073)$ (2,113)
          
Net Change in Cash and Cash equivalentsNet Change in Cash and Cash equivalents$ (83,410)$90,046Net Change in Cash and Cash equivalents$                                 5,725$ (81,360)
Cash and cash equivalents - beginning of periodCash and cash equivalents - beginning of period 84,959 -Cash and cash equivalents - beginning of period                                  5,923 84,959
Cash and cash equivalents - end of periodCash and cash equivalents - end of period 1,549 90,046Cash and cash equivalents - end of period                                11,648 3,599
    
NON-CASH TRANSACTIONSNON-CASH TRANSACTIONS 
Due to related party forgiven$                               17,634$-
  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONSUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
Interest paidInterest paid$-$-Interest paid$                                         -$-
Income taxes paidIncome taxes paid - -Income taxes paid                                          - -
    
The accompanying notes are an integral part of these unaudited financial statements
The accompanying notes are an integral part of these unaudited consolidated financial statementsThe accompanying notes are an integral part of these unaudited consolidated financial statements

 

-F4-

-F5-


Table of Contents

 

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED NOTES TO UNAUDITED FINANCIAL STATEMENTS

augustMAY 31, 20182019

(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. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On January 13, 2017, Thomas DeNunzio, the sole shareholder of the Company, transferred 8,000,000 shares of our common stock, which at the time represented all of our issued and outstanding shares, to Photozou Co., Ltd. On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 13, 2017, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc.

 

Pursuant to our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419. The monies generated from the aforementioned capital raise were to be used to attempt to make an acquisition. We did not however, make an acquisition in the allotted time granted by Rule 419. On May 8, 2018, we conducted a stock cancellation of above 3,037,300 shares and the total funds of $76,020$75,933   were returned to investors.

 

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

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

 

On June 5, 2018, Photozou Co., Ltd. entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723as aggregate consideration. Each shareholder paid .025 USD per share.

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175as aggregate consideration. Each shareholder paid $0.025 USD per share.Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

 

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

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION 

 

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

 

BASIS OF PRESENTATION & RESTATEMENT

 

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 threesix 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, 2017,2018, included in our Form 10-K. All periods presented have been updated for the common control merger disclosed in below causing the prior period presentation to be restated to reflect the merger.

 

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. Operating 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.

CASH EQUIVALENTS

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

ACCOUNTS RECEIVABLE AND CREDIT POLICIES

 

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return.

 

INVENTORY – CONSIGNMENT

 

Inventory, consisting of used cameras, are primarily accounted for using the specific identification method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

 

As of AugustMay 31, 2019 and November 30, 2018, the Company held inventory comprised solely of used cameras in the amount of $24,533.$15,538 and $10,740. The purchase of inventory of cameras was 100% handled by Mr. Takaharu Ogami, who under contract buys and sells all cameras.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the respective assets as follows: computer software developed or acquired for internal use, 2 to 5 years; computer equipment, 2 to 5 years; buildings and improvements, 5 to 15 years; leasehold improvements, 2 to 10 years; and furniture and equipment, 1 to 5 years.

Significant improvements are capitalized when it is probable that the expenditure resulted in an increase in the future economic benefits expected to be obtained from the use of the asset beyond its originally assessed standard of performance. When improvements are made to real property and those improvements are permanently affixed to the property, the title to those improvements automatically transfers to the owner of the property. The lessee’s interest in the improvements is not a direct ownership interest but rather it is an intangible right to use and benefit from the improvements during the term of the lease. The Company uses the straight-line method over the shorter of the estimated useful life of the asset or the lease term.

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the six months ended May 31, 2019 and 2018, the Company did not record any impairment charges on consignment.long-lived assets.

Routine repairs and maintenance are expensed when incurred. Gains and losses on disposal of fixed assets are recognized in the income statement based on the net disposal proceeds less the carrying amount of the assets.

-F6-


Table of Contents

 

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. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

 

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

 

August 31, 2018
Current JPY: US$1 exchange rate101.02
Average JPY: US$1 exchange rate109.77
 May 31, 2019 May 31, 2018
Current JPY: US$1 exchange rate108.26 108.81
Average JPY: US$1 exchange rate110.69 109.21

 

-F5-


Table of Contents

 

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 comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

 

REVENUE RECOGNITION AND DEFERRED REVENUE

 

TheFor the period ended May 31, 2018, the Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company provides the warranty for the delivery of its service. If the Company cannot deliver its service to customers successfully, the Company retry its operation until the delivery is completed.

 

Starting December 1, 2018 the Company adopted ASC 606 - Revenue from contracts with Customers: (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 is recognized when the cameras are delivered to the customer. In case of the service for the photo contest, the Company applies the percentage of completion method and unfinished part of collected cash is accounted as a deferred revenue.

Revenue for used cameras is recognized when the cameras are delivered to the customer.

 

NET LOSS PER COMMON SHARE

 

Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of AugustMay 31, 2019 and 2018.

INCOME TAX

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

 

CONCENTRATION OF CREDIT RISKS

 

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions. The Company does not require collateral or other security to support financial instruments subject to credit risks. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

 

NOTE 3 – ACQUISITIONRECENT ACCOUNTING PRONOUNCEMENTS

 

OnIn May 31, 2018,2014, the Company entered intoFASB issued ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” and consummatedissued subsequent amendments to the initial guidance or implementation guidance between August 2015 and November 2017 within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-13, and ASU 2017-14 (collectively, including ASU 2014-09, “ASC 606”). Under ASC 606, revenue is recognized when a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO,customer obtains control of promised goods or services and Director. Atis recognized in an amount that reflects the closingconsideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the Stock Purchase Agreement, Koichi Ishizuka transferrednature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, and early adoption is permitted for periods beginning after December 15, 2016. The Company elected to adopt the Company, 10,000 sharesnew standard effective December 1, 2018.

The guidance permits two methods of common stockadoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented allinitially applying the guidance recognized at the date of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190USD as of the exchange rate May 31, 2018)initial application (modified retrospective method). The Company elected adopting the standard using the modified retrospective method. The Company has since gainedidentified its revenue streams and assessed each for the impacts. The Company has adopted Topic 606, which has not had a 100% interestmaterial impact in the issuedtiming or amount of revenue recognized, including the presentation of revenues in the Company’s consolidated statements of income and outstanding shares of Photozou Koukoku’s common stockcomprehensive loss. The impact from the cumulative effect adjustment has been immaterial 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. Koichi Ishizuka had 72.7% of ownership of the Company. Dueimpact has been immaterial to the parent subsidiary relationship on Photozou Koukoku andconsolidated financial statements for the Company, under ASC 805-50, the transaction is being accounted for similar to a pooling of interests with carryover basis being used and go forward reporting will have the entities combined from the first day of the first period presented.full fiscal year 2019.

 

PHOTOZOU KOUKOKU CO., LTD.
BALANCE SHEETS
(UNAUDITED)
      
   May 31, 2018 November 30, 2017
      
ASSETS    
Current Assets    
 Cash and cash equivalents$3,599$9,026
 Accounts receivable - trade 2,549 7,790
 Accounts receivable - related party 5,238 -
 Prepaid expenses - 2,351
 Inventories- consignment 126,595 11,579
      
TOTAL CURRENT ASSETS 137,981 30,746
      
Property, plant and equipment    
 Software 1,985 1,920
 Less accumulated depreciation and amortization  (364)  (160)
      
TOTAL PROPERTY, PLANT AND EQUIPMENT 1,621 1,760
      
TOTAL ASSETS 139,602 32,506
      
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)    
CURRENT LIABILITIES:    
 Accounts payable$394$462
 Due to related party 72,631 59,951
 Advance receipt 118,373 -
 Deferred revenue - 7,962
      
TOTAL LIABILITIES 191,398 68,375
      
STOCKHOLDERS’ EQUITY (DEFICIT)    
 Common stock (No Par value, 100,000,000 shares authorized, 10,000 shares issued and outstanding as of May 31, 2017 and November 30, 2017)$87$87
 Accumulated deficit  (50,926)  (36,275)
 Accumulated other comprehensive income (loss)  (957) 319
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)  (51,796)  (35,869)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)$139,602$32,506

-F7-


Table of Contents

PHOTOZOU KOUKOKU CO., LTD.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
        
   Three months Six months For the period from
   Ended Ended March 14, 2017 (Inception)
   May 31, 2018 May 31, 2018  through May 31, 2017
        
Revenues      
 Revenue from cameras sold$                                           118,146$                                           300,720$                                                  524
 Service revenue 6,327 13,300 5,429
        
Total revenues 124,473 314,020 5,953
        
Cost of revenues 115,042 289,358 441
        
Gross profit 9,431 24,662 5,512
        
OPERATING EXPENSES      
 General and Administrative Expenses$15,276$39,313$19,236
        
TOTAL OPERATING EXPENSES$15,276$39,313$19,236
        
NET LOSS$ (5,845)$ (14,651)$ (13,724)
        
OTHER COMPREHENSIVE LOSS      
 Foreign currency translation adjustment$1,018$ (1,276)$ (77)
        
TOTAL COMPREHENSIVE LOSS$ (4,827)$ (15,927)$ (13,801)
        
BASIC AND DILUTED NET LOSS PER COMMON STOCK$ (0.58)$ (1.47)$ (1.37)
        
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 10,000 10,000 10,000

 

NOTE 43 - 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 reoccurring net losses 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.

 

NOTE 54 - RELATED-PARTY TRANSACTIONS

 

For the ninesix months ended AugustMay 31, 2018,2019, the Company borrowed $63,625$72,614 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. For the ninesix months ended AugustMay 31, 2019, the Company forgave due to related party and was deemed as capital contribution $17,364, the total due to related party as of May 31, 2019 and November 30, 2018 were $197,244 and $142,588 and are unsecured, due on demand and non-interest bearing. For the six months ended May 31, 2018, the Company borrowed $49,731 from Photozou Co., Ltd. For the six months ended May 31, 2018, the Company repaid $16,664$8,271 to Photozou Co., Ltd. The total due as of AugustMay 31, 2018 was $124,912$118,371 and is unsecured, due on demand and non-interest bearing.

 

For the ninesix months ended AugustMay 31, 2019 and 2018, the Company rented office space and storage space from the Company’s officer free of charge.

NOTE 5 - SHAREHOLDER EQUITY

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares for the six months ended May 31, 2019 and 2018.

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 May 31, 2019 and November 30, 2018.

Pertinent Rights and Privileges

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

 

NOTE 6 - CONCENTRATION  

 

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

 

Concentration of Purchases

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

For the ninesix months ended AugustMay 31, 2019, 96.7% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse in the amount of $107,348. For the six months ended May 31, 2018, 93.0% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse in the amount of $371,352. For the six months ended May 31, 2019 and 2018, 100% of the purchase of inventory of cameras was handled by Mr. Takaharu Ogami who the Company has a service agreement with to sell and buy used cameras on consignment inbehalf of the amount of $537,003.Company.

 

Concentration of Revenues

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

 

For the ninesix months ended AugustMay 31, 2019, 76.0% of the revenue from the sale of cameras was generated from two customer whose names were Hiroshi Funada and e-Sakura Market in the amount of $80,355. For the six months ended May 31, 2018, 91.0%87.3% of the revenue from the sale of cameras was generated from one customer whose name was Hiroshi Funada in the amount of $507,949 $294,911. Mr. Funada is an independent businessman for resale business and an expert in trading cameras.

For the ninesix months ended AugustMay 31, 2019 and 2018, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami who the Company has a service agreement with to sell and buy used cameras on consignment.

For the nine months ended August 31, 2018, 90.0%behalf of the service revenue was generated from three customers in the amount of $16,471.Company.

 

NOTE 7 – COMMITMENTS  

On March 17, 2017, the Company entered into an agreement with Telecom Square Taiwan, Inc. (the “Telecom”) whereas the Company will provide management services for a photo contest in consideration of NTD 48,500 ($16,142).

Term of contract

The photo contests shall be held 4 times and the Company shall host and manage the contests through April 30, 2018. The agreement to perform the aforementioned services may be extended with the Telecom’s consent. If the Company delays any service(s) without notice, the Company shall pay a penalty.

Schedule of Services

1st Inspection June 19, 2017 Degree of completion 25%

2nd Inspection September 18, 2017 Degree of completion 50%

3rd Inspection December 18, 2017 Degree of completion 75%

4th Inspection March 19, 2018 Degree of completion 100%

As of August 31, 2018 100% was completed.

 

On May 1, 2017, the Company entered into a consignment agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY 400,000 ($3,600) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run another three months automatically.

 

The Company considers the sale of the cameras as being sold on consignment through Mr. Ogami’s efforts because he 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 or purchaser(s).

As of August 31, 2018, the Company had advance receipt of $12,127. This was the receipt for the revenues of used cameras, which the shipment had not been completed by August 31, 2018.

 

NOTE 8 - SUBSEQUENT EVENTS

 

On September 10, 2018,From June 1, 2019 through the current date, the Company borrowed $17,158 from Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to these individualsCompany controlled by Koichi Ishizuka, CEO. This debt is non-interest bearing, unsecured, and received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.due on demand.

 

-F6-

-F8-


Table of Contents

   

ITEM 2MANAGEMENT’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” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.

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

 

Company Overview

 

Corporate History

 

The CompanyPhotozou Holdings, Inc., ("Photozou Holdings," or the "Company"), was originally incorporated with the name Exquisite Acquisition, Inc., under the laws ofin the State of Delaware on September 29, 2014, with an objectivethe purposes to acquire,engage in any lawful act or merge with, an operating business.activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL").

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

 

On January 13, 2017, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, transferredsold 8,000,000 shares of our restricted common stock, which represented all of our issued and outstanding shares at the time, to Photozou Co., Ltd., with an address at 2-24-13-904, Kamiosaki, Shinagawa-ku Tokyo, Japan. a Japan corporation.

 

Following the closingThe shares were sold for an aggregate purchase price of the share purchase transaction,$100,000. Photozou Co., Ltd. gainedis controlled by Koichi Ishizuka, a 100% interestJapanese citizen. The aforementioned shares were sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). No directed selling efforts were made in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company.United States.

 

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

 

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

 

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

 

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

 

On May 8, 2018, wethe Company conducted a stock cancellation of the above 3,037,300 shares and the total funds of $75,933 were returned to investors. PursuantThe cancellation of the shares and return of funds was due to our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419. The monies generated from the aforementioned capital raise were to be used to attempt to make an acquisition. Wefact that we did not however, make an acquisition in the allotted time granted by Rule 419419.

 

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

 

On June 5, 2018, Photozou Koukoku Co., Ltd. entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements,was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Co., Ltd. sold 3,028,900 shares of common stockKoukoku is headquartered in total to these individualsTokyo, Japan. The Company’s primary business is focused on online advertising and received $75,723 as aggregate consideration. Each shareholder paid .025 USD per share.

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

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

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

 

Liquidity and Capital Resources 

 

Our cash balance is $3,599$11,648 as of AugustMay 31, 2018.2019. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Koichi Ishizuka, our sole Officer and Director who has informally agreed to advance funds to allow us to pay for filing fees, and professional fees. Koichi Ishizuka, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

 

Net Loss

 

We recorded a net loss of $12,153$28,900 and $14,489$19,130 for the three months ended AugustMay 31, 20182019 and 2017,2018, respectively. We recorded a net loss of $54,902$46,165 and $40,545$39,632 for the ninesix months ended AugustMay 31, 20182019 and 2017,2018, respectively. The increasedecrease in net loss is attributed to the decrease of cost of revenues and the increase of active period of Photozou Koukoku. Photozou Koukoku was incorporated on March 14, 2017 and Photozou Koukoku recorded a net loss from January 1, 2018 through March 13, 2018..gross profit.

 

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 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smallersmaller reporting company”company, as defined by Item 10in Rule 12b-2 of Regulation S-K, the Company isExchange Act, we are not required to provide the information requiredcalled for by this Item.

 

-3-


Table of Contents

 

ITEM 4CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

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

 

As of AugustMay 31, 2018,2019, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below. 

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a limited 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, lack of well-established procedures to identify, approve and report related party transactions, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above evaluation.

 

Inherent limitations on effectiveness of controls

 

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

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that have occurred for the six months ended AugustMay 31, 2018,2019, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

-4-


Table of Contents

 

PART II-OTHER INFORMATION

 

ITEM 1LEGAL PROCEEDINGS

 

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

 

ITEM 1ARISK FACTORS

 

As a “smallersmaller reporting company”company, as defined by Item 10in Rule 12b-2 of Regulation S-K, the Company isExchange Act, we are not required to provide the information requiredcalled for by this Item.

 

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 3,028,900 shares of common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .025$0.025 USD per share.

 

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

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

 

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

 

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

 

ITEM 3DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5OTHER INFORMATION

 

None

 

ITEM 6EXHIBITS

 

Exhibit No.

 

Description

3.1 Certificate of Incorporation (1)
   
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 AugustMay 31, 20182019 (2)
  
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. (2)
   
101.INS XBRL Instance Document (3)
   
101.SCH XBRL Taxonomy Extension Schema (3)
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase (3)
   
101.DEF XBRL Taxonomy Extension Definition Linkbase (3)
   
101.LAB XBRL Taxonomy Extension Label Linkbase (3)
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase (3)

 

(1)Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on January 26, 2015, and incorporated herein by this reference.
(2)Filed herewith.
(3)Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

-5-


Table of Contents

 

SIGNATURES

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

 

Photozou Holdings, Inc.

(Registrant)

 

By:/s/ Koichi Ishizuka 

Name: Koichi Ishizuka

CEO, President, Director

Dated: October 4, 2018July 15, 2019 

 

-6-