Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Aug. 31, 2018 | Oct. 16, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Photozou Holdings, Inc. | |
Entity Central Index Key | 1,627,469 | |
Amendment Flag | true | |
Amendment Description | Explanatory Note: We, Photozou Holdings, Inc., are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2018 to amend clerical errors present in the tables and notes of the previous 10-Q filed on October 4, 2018. | |
Current Fiscal Year End Date | --11-30 | |
smaller reporting ompany | Smaller Reporting Company | |
Is Entity's Reporting Status Current? | Yes | |
Document Type | 10-Q/A | |
Document Period End Date | Aug. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 304 | |
Entity Common Stock, Shares Outstanding | 8,000,000 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 1,549 | $ 84,959 |
Accounts receivable - trade | 1,902 | 7,790 |
Prepaid expenses | 2,351 | |
Inventories- consignment | 24,532 | 11,579 |
TOTAL CURRENT ASSETS | 27,983 | 106,679 |
Property, plant and equipment | ||
Software | 1,946 | 1,920 |
Less accumulated depreciation and amortization | (454) | (160) |
TOTAL PROPERTY, PLANT AND EQUIPMENT | 1,492 | 1,760 |
TOTAL ASSETS | 29,475 | 108,439 |
Current liabilities: | ||
Accrued expenses | 176 | 463 |
Due to related party | 124,912 | 76,911 |
Deferred revenue | 12,127 | 7,962 |
TOTAL LIABILITIES | 137,215 | 85,336 |
Stockholders' Equity (Deficit): | ||
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of August 31, 2018 and November 30, 2017) | ||
Common stock ($.0001 par value, 500,000,000 shares authorized, 8,000,000 shares and 11,037,000 shares issued and outstanding as of August 31, 2018 and November 30, 2017, respectively) | 800 | 1,104 |
Additional paid-in capital | 32,396 | 108,025 |
Accumulated deficit | (141,263) | (86,361) |
Accumulated other comprehensive income | 327 | 335 |
Total stockholders' equity (deficit) | (107,740) | 23,103 |
Total liabilities and stockholders' equity (deficit) | $ 29,475 | $ 108,439 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2018 | Nov. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 8,000,000 | 11,037,000 |
Common stock, shares outstanding | 8,000,000 | 11,037,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
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 | 247,455 | 24,816 | 536,813 | 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) | (14,488) | (54,902) | (40,544) |
Foreign currency translation adjustment | 1,949 | (276) | (8) | (494) |
TOTAL COMPREHENSIVE LOSS | $ (10,204) | $ (14,764) | $ (54,910) | $ (41,038) |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ 0 | $ 0 | $ (0.01) | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 8,000,000 | 9,730,096 | 9,762,521 | 8,580,908 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (54,902) | $ (40,544) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by shareholder and contributed to the Company | 12,400 | |
Depreciation and amortization expenses | 294 | 65 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | 5,888 | (19,554) |
Prepaid expenses | 2,351 | (4,331) |
Inventories- consignment | (12,953) | (22,560) |
Accrued expenses | (287) | (6,028) |
Deferred Revenue | 4,165 | 12,202 |
Net cash used in operating activities | (55,444) | (68,350) |
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 ACTIVITIES | ||
Proceeds from due to related party | 64,665 | 84,922 |
Repayment of due to related party | (16,664) | |
Cash contribution from shareholder | 75,932 | |
Stock cancellation | (75,933) | |
Net cash provided by financing activities | (27,932) | 160,854 |
Net effect of exchange rate on cash | (34) | (494) |
Net change in cash and cash equivalents | (83,410) | 90,046 |
Cash and cash equivalents - beginning of period | 84,959 | 0 |
Cash and cash equivalents - end of period | 1,549 | 90,046 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014. 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 $75,933 were returned to investors. 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 offers advertising services and sells cameras on consignment. On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .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 Company has elected November 30th as its fiscal year end. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated. BASIS OF PRESENTATION & 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 three 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, 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. 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 August 31, 2018, the Company held inventory comprised solely of used cameras in the amount of $24,532. The purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment. FOREIGN CURRENCY TRANSLATION The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) 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 rate 101.02 Average JPY: US$1 exchange rate 109.77 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 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. 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 August 31, 2018. 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 - Acquisition
Note 3 - Acquisition | 9 Months Ended |
Aug. 31, 2018 | |
Transfers and Servicing [Abstract] | |
Acquisition | NOTE 3 – ACQUISITION 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 ($9,190USD 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. Koichi Ishizuka had 72.7% of ownership of the Company. Due to the parent subsidiary relationship on Photozou Koukoku and 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. 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 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 4 - Going Concern
Note 4 - Going Concern | 9 Months Ended |
Aug. 31, 2018 | |
Going Concern [Abstract] | |
Going Concern | NOTE 4 - 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 5 - Related Party Transact
Note 5 - Related Party Transactions | 9 Months Ended |
Aug. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 - RELATED-PARTY TRANSACTIONS For the nine months ended August 31, 2018, the Company borrowed $64,665 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. For the nine months ended August 31, 2018, the Company repaid $16,664 to Photozou Co., Ltd. The total due as of August 31, 2018 was $124,912 and is unsecured, due on demand and non-interest bearing. For the nine months ended August 31, 2018, the Company rented office space and storage space from the Company’s officer free of charge. |
Note 6 - Concentration
Note 6 - Concentration | 9 Months Ended |
Aug. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration | 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 For the nine months ended August 31, 2018, 100% of the purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment in the amount of $24,532. Concentration of Revenues Net revenues from customers accounting for 10% or more of total revenues are as follows: For the nine months ended August 31, 2018, 91.0% of the revenue from the sale of cameras was generated from one customer whose name was Hiroshi Funada in the amount of $507,949. For the nine months ended August 31, 2018, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami on consignment. For the nine months ended August 31, 2018, 90.0% of the service revenue was generated from three customers in the amount of $16,471. |
Note 7 - Commitments
Note 7 - Commitments | 9 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 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
Note 8 - Subsequent Events | 9 Months Ended |
Aug. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS 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. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated. |
BASIS OF PRESENTATION & RESTATEMENT | 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 three 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, 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 | 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. |
CASH EQUIVALENTS | 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 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 – 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 August 31, 2018, the Company held inventory comprised solely of used cameras in the amount of $24,532. The purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. 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 rate 101.02 Average JPY: US$1 exchange rate 109.77 |
COMPREHENSIVE INCOME OR LOSS | COMPREHENSIVE INCOME OR LOSS ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. |
REVENUE RECOGNITION AND DEFERRED REVENUE | REVENUE RECOGNITION AND DEFERRED REVENUE 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. 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 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 August 31, 2018. |
CONCENTRATION OF CREDIT RISKS | 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. |