Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Mar. 09, 2020 | May 31, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Photozou Holdings, Inc. | ||
Entity Central Index Key | 0001627469 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --11-30 | ||
Filer Category | Non-accelerated Filer | ||
Is Entity's Reporting Status Current? | Yes | ||
Document Type | 10-K | ||
Document Period End Date | Nov. 30, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Common Stock, Shares Outstanding | 8,000,000 | ||
Public Float | $ 96 | ||
Entity Emerging Growth Company | true | ||
Smaller Reporting Company | true | ||
Transition Period | false | ||
Entity Shell Company | false | ||
Interactive Data Current | Yes | ||
Well Known Seasoned Issuer? | No | ||
Voluntary Filer? | No | ||
File Number | 000-55806 | ||
State of Incorporation | DE |
Consolidated Balance Sheets (Au
Consolidated Balance Sheets (Audited) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 28,398 | $ 5,923 |
Accounts receivable - trade | 18,840 | 2,353 |
Prepaid and other current assets | 3,133 | 373 |
Inventories | 69,142 | 10,740 |
TOTAL CURRENT ASSETS | 119,513 | 19,389 |
Property, plant and equipment | ||
Software | 1,972 | 1,904 |
Less accumulated depreciation and amortization | (953) | (539) |
TOTAL PROPERTY, PLANT AND EQUIPMENT | 1,019 | 1,364 |
TOTAL ASSETS | 120,532 | 20,754 |
Current liabilities: | ||
Accrued expenses | 389 | 241 |
Due to related party | 319,336 | 142,588 |
Deferred revenue | 824 | |
TOTAL LIABILITIES | 319,725 | 143,653 |
Stockholders' Deficit: | ||
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of November 30, 2019 and November 30, 2018) | ||
Common stock ($.0001 par value, 500,000,000 shares authorized, 8,000,000 shares and 8,000,000 shares issued and outstanding as of November 30, 2019 and November 30, 2018, respectively) | 800 | 800 |
Additional paid-in capital | 50,030 | 32,396 |
Accumulated deficit | (248,489) | (158,721) |
Accumulated other comprehensive income (loss) | (1,534) | 2,626 |
Total stockholders' deficit | (199,193) | (122,899) |
Total liabilities and stockholders' deficit | $ 120,532 | $ 20,754 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2019 | Nov. 30, 2018 |
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 | 8,000,000 |
Common stock, shares outstanding | 8,000,000 | 8,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income/Loss (Audited) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Revenues | ||
Revenue from cameras sold | $ 275,587 | $ 666,027 |
Service revenue | 20,374 | 22,604 |
Total revenues | 295,961 | 688,631 |
Cost of revenues | 264,285 | 637,718 |
Gross profit | 31,676 | 50,913 |
Operating Expenses: | ||
General and administrative expenses | 124,456 | 120,221 |
Total operating expenses | 124,456 | 120,221 |
Other Income | 3,012 | |
Net Loss Before Taxes | (89,768) | (69,308) |
Net loss | (89,768) | (69,308) |
Foreign currency translation adjustment | (4,160) | 2,264 |
TOTAL COMPREHENSIVE LOSS | $ (93,928) | $ (67,044) |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 8,000,000 | 9,323,098 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders Deficit (Audited) - USD ($) | Common Stock | Additional Paid-In Capital | Other Comprehensive Income / Loss | Accumulated Deficit | Total |
Beginning Balance (Value) at Nov. 30, 2017 | $ 1,104 | $ 108,025 | $ 362 | $ (89,413) | $ 20,078 |
Beginning Balance (Shares) at Nov. 30, 2017 | 11,037,300 | ||||
Stock Cancellation (Value) | $ (304) | (75,933) | (75,933) | ||
Stock Cancellation (Shares) | (3,037,300) | ||||
Net Loss | (69,308) | (69,308) | |||
Foreign currency translation | 2,264 | 2,264 | |||
Ending Balance (Value) at Nov. 30, 2018 | $ 800 | 32,396 | 2,626 | (158,721) | (122,899) |
Ending Balance (Shares) at Nov. 30, 2018 | 8,000,000 | ||||
Net Loss | (89,768) | (89,768) | |||
Due to related party forgiven | 17,634 | 17,634 | |||
Foreign currency translation | (4,160) | (4,160) | |||
Ending Balance (Value) at Nov. 30, 2019 | $ 800 | $ 50,030 | $ (1,534) | $ (248,489) | $ (199,193) |
Ending Balance (Shares) at Nov. 30, 2019 | 8,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Audited) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (89,768) | $ (69,308) |
Adjustments to reconcile net loss to net cash: | ||
Depreciation and amortization expenses | 395 | 379 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | (16,439) | 93 |
Prepaid and other current assets | (2,753) | 1,978 |
Inventories | (58,144) | 33,467 |
Accrued expenses | 139 | (221) |
Deferred Revenue | (856) | (37,448) |
Net cash used in operating activities | (167,426) | (71,060) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from due to related party | 189,778 | 81,982 |
Repayment of due to related party | (16,305) | |
Stock cancellation | (75,933) | |
Net cash provided by financing activities | 189,778 | (10,256) |
Net effect of exchange rate on cash | 123 | 2,280 |
Net change in cash and cash equivalents | 22,475 | (79,036) |
Cash and cash equivalents - beginning of period | 5,923 | 84,959 |
Cash and cash equivalents - end of period | 28,398 | 5,923 |
NON-CASH TRANSACTIONS | ||
Due to related party forgiven | 17,634 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Nov. 30, 2019 | |
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. 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 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 used cameras on consignment. On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .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. 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
Note 2 - Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated. 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 Inventory, consisting of used cameras, are primarily accounted for using the specific identification method, and are valued at the lower of cost or net realizable 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 November 30, 2019 and 2018, the Company held inventory comprised solely of used cameras in the amount of $69,142 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 year ended November 30, 2019 and 2018, the Company did not record any impairment charges on 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. 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: November 30, 2019 November 30, 2018 Current JPY: US$1 exchange rate 109.51 113.46 Average JPY: US$1 exchange rate 109.27 110.51 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 For the year ended November 30, 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. Disaggregated revenue of the Company is as follows: For the year Percentage of For the year Percentage of ended total revenues ended total revenues November 30, 2019 November 30, 2018 Revenue from cameras sold $ 275,587 93.1% 666,027 96.7% Service revenues 20,374 6.9% 22,604 3.3% Total 295,961 100% 688,631 100% 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 November 30, 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. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” and issued 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 customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, 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. Effective December 1, 2018, the Company adopted the standard using the modified retrospective method, the adoption of ASC 606 did not have a material impact on our consolidated financial statements. See Note 2 – Revenue Recognition and Deferred Revenue for further discussion. 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 standard will be effective for the Company beginning December 1, 2019, with early adoption permitted. The Company will adopt the standard on December 1, 2019 on a modified retrospective basis and will not restate comparable periods. The Company will elect 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 will also elect 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 anticipates this standard will have no material impact on the Company’s consolidated financial statements. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Nov. 30, 2019 | |
Going Concern [Abstract] | |
Going Concern | N OTE 3 - GOING CONCERN The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has 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 4 - Related Party Transact
Note 4 - Related Party Transactions | 12 Months Ended |
Nov. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 - RELATED-PARTY TRANSACTIONS For the year ended November 30, 2019, the Company borrowed $189,778 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. For the year ended November 30, 2019, the Company forgave due to related party and was deemed as capital contribution $17,634. The total due to related party as of November 30, 2019 was $319,336 and are unsecured, due on demand and non-interest bearing. For the year ended November 30, 2018, the Company borrowed $81,982 from Photozou Co., Ltd. For the year ended November 30, 2018, the Company repaid $16,305 to Photozou Co., Ltd. The total due as of November 30, 2018 was $142,588 and is unsecured, due on demand and non-interest bearing. For the year ended November 30, 2019 and 2018, the Company rented office space and storage space from the Company’s officer free of charge. |
Note 5 - Shareholder Equity
Note 5 - Shareholder Equity | 12 Months Ended |
Nov. 30, 2019 | |
Equity [Abstract] | |
Shareholder Equity | 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 during November 30, 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 November 30, 2019 and 2018. On May 8, 2018, the Company conducted a stock cancellation of 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. 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 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 – INCOME TAXES The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority. National income tax in Japan is charged at 15% of a company’s assessable profit. The Company’s subsidiary, Photozou Koukoku, was incorporated in Japan and is subject to Japanese national income tax and city income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises. Photozou Koukoku’s operation during the year ended November 30, 2019 has resulted a net taxable loss, as such Photozou Koukoku was not subject to income tax for the year ended November 30, 2019. The effective income tax rate of Photozou Koukoku is 0%. Deferred tax assets arise from net operating loss carried forward of $249,130 are fully allowed as the Company is not able to estimate future operating results due to limited operating history. The net operating loss carry forward will start to expire in the year 2028. As of November 30, 2019, income tax for Photozou Koukoku is $0. The effective tax rate of Photozou Koukoku is 15%. Photozou Holdings, Inc., which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the year ended November 30, 2019 and 2018, respectively, Photozou Holdings, Inc., as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. United States The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. November 30, 2019 2018 Deferred tax asset, generated from net operating loss at statutory rates $ 52,222 $ 33,466 Valuation allowance (52,222) (33,466) $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate 0.0 % |
Note 7 - Concentration
Note 7 - Concentration | 12 Months Ended |
Nov. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration | NOTE 7 - CONCENTRATION Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of purchases of inventory, accounts receivable and revenue. Concentration of Purchases Net purchase from suppliers accounting for 10% or more of total purchases are as follows: For the year ended November 30, 2019, 98.9% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse in the amount of $334,005 . For the year ended November 30, 2019, 100% of the purchase of inventory of cameras in the amount of $337,757 was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company. For the year ended November 30, 2018, 92.8% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse in the amount of $539,394. For the year ended November 30, 2018, 100% of the purchase of inventory of cameras in the amount of $581,162 was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company. Concentration of Revenues Gross revenues from customers accounting for 10% or more of total revenues are as follows: For the year ended November 30, 2019, 91.9% of the revenue from the sale of cameras was generated from three customers in the amount of $256,210. For the year ended November 30, 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. For the year ended November 30, 2018, 88.1% of the revenue from the sale of cameras was generated from one customer whose name was Hiroshi Funada in the amount of $605,228. Mr. Funada is an independent businessman for resale business and an expert in trading cameras. For the year ended November 30, 2018, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami who the Company has a service agreement with to sell and buy used cameras on behalf of the Company. For the year ended November 30, 2019, 90.9% of the service revenue was generated from two customers in the amount of $19,068. For the year ended November 30, 2018, 95.7% of the service revenue was generated from four customers in the amount of $21,635. |
Note 8 - Commitments
Note 8 - Commitments | 12 Months Ended |
Nov. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 8 – COMMITMENTS On May 1, 2017, the Company entered into an agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated 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’s 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). |
Note 9 - Acquisition and Restat
Note 9 - Acquisition and Restatement | 12 Months Ended |
Nov. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Acquisition and Restatement | NOTE 9 – ACQUISITION AND RESTATEMENT 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. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Nov. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS From December 1, 2019 through the current date, the Company borrowed $109,799 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated. |
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. |
RELATED PARTY TRANSACTION | RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
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 | INVENTORY Inventory, consisting of used cameras, are primarily accounted for using the specific identification method, and are valued at the lower of cost or net realizable 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 November 30, 2019 and 2018, the Company held inventory comprised solely of used cameras in the amount of $69,142 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 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 year ended November 30, 2019 and 2018, the Company did not record any impairment charges on 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. |
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: November 30, 2019 November 30, 2018 Current JPY: US$1 exchange rate 109.51 113.46 Average JPY: US$1 exchange rate 109.27 110.51 |
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 For the year ended November 30, 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. Disaggregated revenue of the Company is as follows: For the year Percentage of For the year Percentage of ended total revenues ended total revenues November 30, 2019 November 30, 2018 Revenue from cameras sold $ 275,587 93.1% 666,027 96.7% Service revenues 20,374 6.9% 22,604 3.3% Total 295,961 100% 688,631 100% |
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 November 30, 2019 and 2018. |
INCOME TAX | 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 | 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. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” and issued 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 customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, 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. Effective December 1, 2018, the Company adopted the standard using the modified retrospective method, the adoption of ASC 606 did not have a material impact on our consolidated financial statements. See Note 2 – Revenue Recognition and Deferred Revenue for further discussion. 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 standard will be effective for the Company beginning December 1, 2019, with early adoption permitted. The Company will adopt the standard on December 1, 2019 on a modified retrospective basis and will not restate comparable periods. The Company will elect 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 will also elect 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 anticipates this standard will have no material impact on the Company’s consolidated financial statements. |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Foreign Currency Translation | |
Foreign Currency Translation Table | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: November 30, 2019 November 30, 2018 Current JPY: US$1 exchange rate 109.51 113.46 Average JPY: US$1 exchange rate 109.27 110.51 |
Disaggregated Revenue (Tables)
Disaggregated Revenue (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Disaggregated Revenue | |
Disaggregated revenue of the Company | Disaggregated revenue of the Company is as follows: For the year Percentage of For the year Percentage of ended total revenues ended total revenues November 30, 2019 November 30, 2018 Revenue from cameras sold $ 275,587 93.1% 666,027 96.7% Service revenues 20,374 6.9% 22,604 3.3% Total 295,961 100% 688,631 100% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Income Taxes Tables Abstract | |
Income Taxes | November 30, 2019 2018 Deferred tax asset, generated from net operating loss at statutory rates $ 52,222 $ 33,466 Valuation allowance (52,222) (33,466) $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate 0.0 % |
Inventory (Details)
Inventory (Details) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Inventory | ||
Inventory (solely used cameras) | $ 69,142 | $ 10,740 |
Due to Related Party (Details)
Due to Related Party (Details) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Due To Related Party | ||
Due to related party | $ 319,336 | $ 142,588 |
Concentration of Purchases of I
Concentration of Purchases of Inventory (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Concentration Of Purchases Of Inventory | ||
Percentage of Inventory Purchased from One Supplier (Digital Reuse) | 98.90% | 92.80% |
Dollar Value of Cameras Purchased from One Supplier (Digital Reuse) | $ 334,005 | $ 539,394 |
Concentration of Sales Revenues
Concentration of Sales Revenues for the Year Ended November 30, 2019 (Details) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
Concentration Of Revenues For May 31 2019 | |
Percentage of Revenues from Sales of Cameras to three largest customers | 91.90% |
Revenues from Sales of Cameras to three largest customers | $ 256,210 |
Concentration of Sales Revenu_2
Concentration of Sales Revenues for the Year Ended November 30, 2018 (Details) | 12 Months Ended |
Nov. 30, 2018USD ($) | |
Concentration Of Revenues For May 31 2018 | |
Percentage of Revenues from Sales of Cameras to Hiroshi Funada | 88.10% |
Revenues from Sales of Cameras to Hiroshi Funada | $ 605,228 |
Concentration of Service Revenu
Concentration of Service Revenues for the Year Ended November 30, 2019 (Details) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
Concentration Of Service Revenues For Year Ended November 30 2019 | |
Percent of Service Revenue from Two Largest Customers | 90.90% |
Service Revenue from Two Largest Customers | $ 19,068 |
Concentration of Service Reve_2
Concentration of Service Revenues for the Year Ended November 30, 2018 (Details) | 12 Months Ended |
Nov. 30, 2018USD ($) | |
Concentration Of Service Revenues For Year Ended November 30 2018 | |
Percent of Service Revenue from Four Largest Customers | 95.70% |
Service Revenue from Four Largest Customers | $ 21,635 |
Borrowings (Details)
Borrowings (Details) | 3 Months Ended |
Mar. 09, 2020USD ($) | |
Borrowings | |
Borrowings from Photozou Co., Ltd | $ 109,799 |