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PHOTOZOU HOLDINGS, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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PHOTOZOU HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017FEBRUARY 29, 2020

(UNAUDITED)

NoteNOTE 1 - Organization, Description of Business and Basis of PresentationORGANIZATION, DESCRIPTION OF BUSINESS

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

On May 31, 2018, the Company intends to serve asentered into and consummated a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combinationStock Purchase Agreement (the “Stock Purchase Agreement”) with a domestic or foreign business. On January 13, 2017, Thomas DeNunzio,Koichi Ishizuka, our President, CEO, and Director. At the sole shareholderclosing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, transferred 8,000,00010,000 shares of our common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which at the time represented all of ourits issued and outstanding shares, toin 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 Co., Ltd. On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary,Koukoku’s common stock and Treasurer. On January 13, 2017, Mr. Koichi IshizukaPhotozou 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 appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary,incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and Treasurer. On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc. As of August 31, 2017, the Company had not yet commenced any operations.sells used cameras.

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.

Principles of ConsolidationsNOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accountsfinancial statements of the Company and its wholly owned subsidiaries. All significant intercompany accounts andwholly-owned subsidiary, Photozou Koukoku. Intercompany transactions have beenare eliminated.

Basis of presentationBASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of the Company 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 three monthmonths 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 auditedconsolidated financial statements for the year ended November 30, 2016.2019, 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. 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.

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. 

Note 2The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction.The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

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

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 RECOGNITIONAND DEFERRED REVENUE

Starting December 1, 2018 the Company adopted ASC 606 - Going ConcernRevenue 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. There is no deferred revenue as of February 29, 2020 or November 30, 2019.

Disaggregated revenue of the Company is as follows:

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”). Under ASC 842, lessees will be required to recognize all leases at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The Company adopted the standard on December 1, 2019 on a modified retrospective basis and did not restate comparable periods. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward the historical lease classification, the assessment whether a contract is or contains a lease and initial direct costs for any leases that exist prior to adoption of the new standard. The Company also elected the practical expedient not to separate lease and non-lease components for certain classes of underlying assets and the short-term lease exemption for contracts with lease terms of 12 months or less. The Company does not have any operating lease over 12 months. The adoption of this standard did not impact the Company’s consolidated financial statements.

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NOTE 3 - GOING CONCERN

The Company’s unaudited interimaccompanying consolidated financial statements are prepared usingon a basis of accounting principles generally accepted inassuming that the United States of America applicable toCompany is a going concern that contemplates the realization of assets and liquidationsatisfaction of liabilities in the normal course of business.

The Company demonstrates adverse conditions thatis in the early stage of operations and has reoccurring net losses and negative cash flows from operating activities. These factors raise substantial doubt about the Company'sCompany’s ability to continue as a going concern for one year following the issuanceconcern. The Company will offer noncash consideration and seek equity lines as a means of these financial statements. These adverse conditions are negative financial trends, specificallyfinancing its operations. If the Company is unable to obtain revenue-producing contracts or financing or if the revenue or financing it does not have revenue, reoccurringobtain is insufficient to cover any operating losses andit may incur, it may substantially curtail or terminate its operations or seek other adverse key financial ratios.

Thebusiness 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 has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.

successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary inresult from the event that the Company cannot continue as a going concern.outcome of this uncertainty.

Note 3NOTE 4 - Related-Party TransactionsRELATED-PARTY TRANSACTIONS

DuringFor the ninethree months August 31, 2017, our sole officer/director/shareholder contributed additionalended February 29, 2020, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, advanced to the Company $82,232 and paid in capital in the amount of $12,400 to fund operating expenses of which $6,050 was paid directlyexpense on behalf of the Company for the nine months August 31, 2017 operating expenses and $6,350 was paid directly on behalfin an amount of the Company for prior year accrued expenses.

As of August 31, 2017, the Company had $9,859 owed$26,187. The total due to Photozou Co., Ltd., a related party for payments paid directly to fund operations on behalfas of the Company. TheseFebruary 29, 2020 and November 30, 2019 were $433,391 and $319,336, respectively, and are unsecured, due on demand and bear no interest.non-interest bearing.

TheFor the three months ended February 28, 2019, the Company utilizes homeborrowed $22,359 from Photozou Co., Ltd.

For the three months ended February 29, 2020 and February 28, 2019, the Company rented office space and equipmentstorage space from the Company’s officer free of our management at no cost. Management estimates such amounts to be immaterial. charge.

On July 11, 2017, the Company entered into subscription agreements with Koichi Ishizuka, CEO of the Company. Pursuant to these agreements, the Company issued 847,000 shares of common stock in total to Mr. Ishizuka and received $21,125 as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was 0.025 USD.

On July 11, 2017, the Company entered into subscription agreements with Rei Ishizuka, the wife of Koichi Ishizuka. Pursuant to these agreements, the Company issued 597,800 shares of common stock in total to Mrs. Ishizuka and received $19,945 as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was 0.025 USD.

Note 4 –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 three months ended February 29, 2020 and February 28, 2019.

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 February 29, 2020 and November 30, 2019.

Pertinent Rights and Privileges

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

NOTE 6 - CONCENTRATION

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

Concentration of Purchases

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

For the three months ended February 29, 2020, 100% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse in the amount of $132,432. For the three months ended February 28, 2019, 98.3% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse in the amount of $72,125. For the three months ended February 29, 2020 and February 28, 2019, 100% of the purchase of inventory was handled by Mr. Takaharu Ogami who the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

Concentration of Revenues

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

For the three months ended February 29, 2020, 67.0% of the revenue from the sale of cameras was generated from Amazon in the amount of $39,088. For the three months ended February 28, 2019, 85.9% of the revenue from the sale of cameras was generated from one customer whose name was Hiroshi Funada in the amount of $51,985. Mr. Funada is an independent businessman for resale business.

For the three months ended February 29, 2020 and February 28, 2019, 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.

NOTE 7 – COMMITMENTS 

On July 6 and July 11,May 1, 2017, the Company entered into subscription agreementsan agreement with 61 shareholders. PursuantMr. Takahara Ogami, whereas he is to these agreements,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.

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

NOTE 8 - SUBSEQUENT EVENTS

From March 1, 2020 through the current date, the Company issued 3,033,800 shares of common stock in total to these shareholdersborrowed $11,915 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. This debt is non-interest bearing, unsecured, and received $75,845 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 0.025 USD.due on demand.

These shares were issued pursuant to the Company’s effective S-1 Registration Statement deemed effective on June 20, 2017 at 1pm EST.

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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.

On July 6 and July 11, 2017, the Company entered into subscription agreements with 61 shareholders.

Pursuant to these agreements, the Company issued 3,033,800 shares of common stock in total to these shareholders and received $75,845 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 0.025 USD.

The shares sold on July 6, 2017 and July 11, 2017 were sold and pursuant to the Company’s effective S-1our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419.

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

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

Liquidity and Capital Resources 

Our cash balance is $75,845$33,561 as of August 31, 2017.February 29, 2020. 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 $3,356$29,196 and $5,300$17,265 for the three months ended August 31, 2017February 29, 2020 and 2016, respectively. We recorded a net loss of $15,688 and $7,825 for the nine months ended August 31, 2017 and 2016,February 28, 2019, respectively. The increase in net loss is attributed to anthe increase in professionalof operating expenses.

Going Concern

The Company’s unaudited interimaccompanying consolidated financial statements are prepared usingon a basis of accounting principles generally accepted inassuming that the United States of America applicable toCompany is a going concern that contemplates the realization of assets and liquidationsatisfaction of liabilities in the normal course of business.

The Company demonstrates adverse conditions thatis in the early stage of operations and has net loss from inception and negative cash flows. These factors raise substantial doubt about the Company'sCompany’s ability to continue as a going concern for one year following the issuanceconcern. The Company will offer noncash consideration and seek equity lines as a means of these unaudited consolidated interim financial statements. These adverse conditions are negative financial trends, specificallyfinancing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does not have revenue, reoccurringobtain is insufficient to cover any operating lossesand it may incur, it may substantially curtail or terminate its operations or seek other adverse keybusiness 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 ratios.statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.

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.

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Management’s Report on Disclosure Controls and Procedures

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

As of August 31, 2017February 29, 2020, 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 three months ending August 31, 2017,ended February 29, 2020, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II-OTHER INFORMATION

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

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.

None.On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 3,028,900 shares of common stock to these individuals and received $75,723 as aggregate consideration. Each shareholder paid $0.025 USD per share.

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

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

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

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

None

Not applicable.

None

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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

CEO, President, Director

Dated: September 29, 2017April 13, 2020 

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