Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2020 | Oct. 15, 2020 | |
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-Q | |
Document Period End Date | Aug. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 8,000,000 | |
Entity Emerging Growth Company | true | |
Smaller Reporting Company | true | |
Transition Period | false | |
Entity Shell Company | false | |
Interactive Data Current | Yes | |
File Number | 000-55806 | |
State of Incorporation | DE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2020 | Nov. 30, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 214,827 | $ 28,398 |
Accounts receivable - trade | 3,709 | 18,840 |
Prepaid and other current assets | 9,898 | 3,133 |
Inventories | 47,040 | 69,142 |
TOTAL CURRENT ASSETS | 275,474 | 119,513 |
Property, plant and equipment | ||
Software | 2,040 | 1,972 |
Less accumulated depreciation and amortization | (1,326) | (953) |
TOTAL PROPERTY, PLANT AND EQUIPMENT | 714 | 1,019 |
TOTAL ASSETS | 276,188 | 120,532 |
Current liabilities: | ||
Due to related party | 474,580 | 319,336 |
Other current liabilities | 6,388 | 389 |
Long-term loan payable, current portion | 13,373 | |
TOTAL CURRENT LIABILITIES | 494,341 | 319,725 |
NON-CURRENT LIABILITIES | ||
Long-term loan payable, non-current portion | 52,374 | |
TOTAL LIABILITIES | 546,715 | 319,725 |
Stockholders' Deficit: | ||
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of August 31, 2020 and November 30, 2019) | ||
Common stock ($.0001 par value, 500,000,000 shares authorized, 8,000,000 shares and 8,000,000 shares issued and outstanding as of August 31, 2020 and November 30, 2019, respectively) | 800 | 800 |
Additional paid-in capital | 50,030 | 50,030 |
Accumulated deficit | (311,760) | (248,489) |
Accumulated other comprehensive loss | (9,597) | (1,534) |
Total stockholders' deficit | (270,527) | (199,193) |
Total liabilities and stockholders' deficit | $ 276,188 | $ 120,532 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2020 | Nov. 30, 2019 |
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 Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Revenues | ||||
Revenue from cameras sold | $ 53,316 | $ 107,387 | $ 173,658 | $ 213,133 |
Service revenue | 2,275 | 7,170 | 8,838 | 21,070 |
Total revenues | 55,591 | 114,557 | 182,496 | 234,203 |
Cost of revenues | 47,022 | 106,321 | 148,624 | 207,420 |
Gross profit | 8,569 | 8,236 | 33,872 | 26,783 |
Operating Expenses: | ||||
General and administrative expenses | 23,802 | 30,330 | 96,956 | 95,042 |
Total operating expenses | 23,802 | 30,330 | 96,956 | 95,042 |
Other Income (Expense) | (254) | (187) | ||
Net loss | (15,487) | (22,094) | (63,271) | (68,259) |
Foreign currency translation adjustment | (4,477) | (3,172) | (8,063) | (9,831) |
TOTAL COMPREHENSIVE LOSS | $ (19,964) | $ (25,266) | $ (71,334) | $ (78,090) |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
Statement of Changes in Shareho
Statement of Changes in Shareholders Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning Balance (Shares) at Nov. 30, 2018 | 8,000,000 | ||||
Beginning Balance (Monetary) at Nov. 30, 2018 | $ 800 | $ 32,396 | $ (158,721) | $ 2,626 | $ (122,899) |
Net loss | (17,265) | (17,265) | |||
Foreign currency translation adjustment | (2,168) | (2,168) | |||
Ending Balance (Shares) at Feb. 28, 2019 | 8,000,000 | ||||
Ending Balance (Monetary) at Feb. 28, 2019 | $ 800 | 32,396 | (175,986) | 458 | (142,332) |
Beginning Balance (Shares) at Nov. 30, 2018 | 8,000,000 | ||||
Beginning Balance (Monetary) at Nov. 30, 2018 | $ 800 | 32,396 | (158,721) | 2,626 | (122,899) |
Net loss | (68,259) | ||||
Due to related party forgiven | 17,634 | ||||
Foreign currency translation adjustment | (9,831) | ||||
Ending Balance (Shares) at Aug. 31, 2019 | 8,000,000 | ||||
Ending Balance (Monetary) at Aug. 31, 2019 | $ 800 | 50,030 | (226,980) | (7,205) | (183,355) |
Beginning Balance (Shares) at Feb. 28, 2019 | 8,000,000 | ||||
Beginning Balance (Monetary) at Feb. 28, 2019 | $ 800 | 32,396 | (175,986) | 458 | (142,332) |
Net loss | (28,900) | (28,900) | |||
Due to related party forgiven | 17,634 | 17,634 | |||
Foreign currency translation adjustment | (4,491) | (4,491) | |||
Ending Balance (Shares) at May. 31, 2019 | 8,000,000 | ||||
Ending Balance (Monetary) at May. 31, 2019 | $ 800 | 50,030 | (204,886) | (4,033) | (158,089) |
Net loss | (22,094) | (22,094) | |||
Foreign currency translation adjustment | (3,172) | (3,172) | |||
Ending Balance (Shares) at Aug. 31, 2019 | 8,000,000 | ||||
Ending Balance (Monetary) at Aug. 31, 2019 | $ 800 | 50,030 | (226,980) | (7,205) | (183,355) |
Beginning Balance (Shares) at Nov. 30, 2019 | 8,000,000 | ||||
Beginning Balance (Monetary) at Nov. 30, 2019 | $ 800 | 50,030 | (248,489) | (1,534) | (199,193) |
Net loss | (29,196) | (29,196) | |||
Foreign currency translation adjustment | (3,068) | (3,068) | |||
Ending Balance (Shares) at Feb. 29, 2020 | 8,000,000 | ||||
Ending Balance (Monetary) at Feb. 29, 2020 | $ 800 | 50,030 | (277,685) | (4,602) | (231,457) |
Beginning Balance (Shares) at Nov. 30, 2019 | 8,000,000 | ||||
Beginning Balance (Monetary) at Nov. 30, 2019 | $ 800 | 50,030 | (248,489) | (1,534) | (199,193) |
Net loss | (63,271) | ||||
Due to related party forgiven | |||||
Foreign currency translation adjustment | (8,063) | ||||
Ending Balance (Shares) at Aug. 31, 2020 | 8,000,000 | ||||
Ending Balance (Monetary) at Aug. 31, 2020 | $ 800 | 50,030 | (311,760) | (9,597) | (270,527) |
Beginning Balance (Shares) at Feb. 29, 2020 | 8,000,000 | ||||
Beginning Balance (Monetary) at Feb. 29, 2020 | $ 800 | 50,030 | (277,685) | (4,602) | (231,457) |
Net loss | (18,588) | (18,588) | |||
Foreign currency translation adjustment | (518) | (518) | |||
Ending Balance (Shares) at May. 31, 2020 | 8,000,000 | ||||
Ending Balance (Monetary) at May. 31, 2020 | $ 800 | 50,030 | (296,273) | (5,120) | (250,563) |
Net loss | (15,487) | (15,487) | |||
Foreign currency translation adjustment | (4,477) | (4,477) | |||
Ending Balance (Shares) at Aug. 31, 2020 | 8,000,000 | ||||
Ending Balance (Monetary) at Aug. 31, 2020 | $ 800 | $ 50,030 | $ (311,760) | $ (9,597) | $ (270,527) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (63,271) | $ (68,259) |
Adjustments to reconcile net loss to net cash: | ||
Depreciation and amortization expenses | 333 | 296 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | 15,478 | 964 |
Prepaid and other current assets | (6,891) | (4,223) |
Inventories | 24,004 | (23,423) |
Accrued expense | 64,456 | 204 |
Deferred Revenue | (853) | |
Net cash used in operating activities | 34,109 | (95,294) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from due to related party | 83,391 | 103,548 |
Proceeds of long-term loan | 64,859 | |
Repayment of long-term loan | (352) | |
Net cash provided by financing activities | 147,898 | 103,548 |
Net effect of exchange rate on cash | 4,422 | 618 |
Net change in cash and cash equivalents | 186,429 | 8,872 |
Cash and cash equivalents - beginning of period | 28,398 | 5,923 |
Cash and cash equivalents - end of period | 214,827 | 14,795 |
NON-CASH TRANSACTIONS | ||
Due to related party forgiven | 17,634 | |
Expense paid by related party on behalf of the Company | 58,234 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 50 | |
Income taxes paid |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Aug. 31, 2020 | |
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 August 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 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. 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 | 9 Months Ended |
Aug. 31, 2020 | |
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 The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 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. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of August 31, 2020 and for the nine months then ended. Actual results in the future could vary from the amounts derived from management's estimates and assumptions. RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. FOREIGN CURRENCY TRANSLATION The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: August 31, 2020 August 31, 2019 Current JPY: US$1 exchange rate 105.89 106.29 Average JPY: US$1 exchange rate 107.93 109.63 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 Starting December 1, 2018, the Company adopted ASC 606 - Revenue from contracts with Customers . Revenue for used cameras is recognized when the cameras are delivered to the customer. There is no deferred revenue as of August 31, 2020 or November 30, 2019. Disaggregated revenue of the Company is as follows: For the three months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2020 August 31, 2020 Revenue from cameras sold $ 53,316 95.9% 173,658 95.2% Service revenue 2,275 4.1% 8,838 4.8% Total 55,591 100% 182,496 100% 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. |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
Aug. 31, 2020 | |
Going Concern [Abstract] | |
Going Concern | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and working capital deficit. 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 | 9 Months Ended |
Aug. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 - RELATED-PARTY TRANSACTIONS For the nine months ended August 31, 2020, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, advanced to the Company $83,391 and paid expense on behalf of the Company in an amount of $58,234. The total due to related party as of August 31, 2020 and November 30, 2019 were $474,580 and $319,336, respectively, and are unsecured, due on demand and non-interest bearing. For the nine months ended August 31, 2019, the Company borrowed $103,548 from Photozou Co., Ltd. During the same period, due to related party of $17,634 was forgiven by Photozou Co., Ltd. and was deemed as capital contribution. For the nine months ended August 31, 2020 and 2019, the Company rented office space and storage space from the Company’s officer free of charge. |
Note 5 - Shareholders Equity
Note 5 - Shareholders Equity | 9 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Shareholder Equity | NOTE 5 – SHAREHOLDERS’ 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 nine months ended August 31, 2020 and 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 August 31, 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
Note 6 - Concentration | 9 Months Ended |
Aug. 31, 2020 | |
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, accounts receivable and revenue. Concentration of Purchases Net purchases from suppliers accounting for 10% or more of total purchases are as follows: For the nine months ended August 31, 2020, 99.4% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse. For the nine months ended August 31, 2019, 98.4% of the inventories of cameras were purchased from one supplier whose name was Digital Reuse. For the nine months ended August 31, 2020 and 2019, 100% of the purchase of inventory was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company. Concentration of Revenues Net revenues from customers accounting for 10% or more of total revenues are as follows: For the nine months ended August 31, 2020, 43.3% of the revenue from the sale of cameras was generated from Amazon. For the nine months ended August 31, 2019, 79.5% of the revenue from the sale of cameras was generated from two customers whose names were Hiroshi Funada and e-Sakura Market. Mr. Funada was an independent businessman for resale business. For the nine months ended August 31, 2020 and 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
Note 7 - Commitments | 9 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 7 – 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 (approximately $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 - Long Term Loan
Note 8 - Long Term Loan | 9 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Loan | NOTE 8 – LONG-TERM LOAN On July 2, 2020, the Company borrowed JPY7,000,000 ($64,859) from Japan Finance Corporation ("JFC"), a wholly owned public entity by the Japanese government as the COVID-19 subsidy. The loan is unsecured, repaid monthly, due in five years, and with an annual interest rate of 0.46% within three years and 1.36% thereafter. Ishizuka Koichi is the guarantor of the loan. For the nine months ended August 31, 2020, the Company repaid $352 to JFC. As of August 31, 2020, the Company had the current portion of $13,373 and non-current portion of $52,374 of the loan recorded on the consolidated balance sheet. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 9 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS From September 1, 2020 through the current date, the Company borrowed $2,000 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. This debt is non-interest bearing, unsecured, and due on demand. On September 21, 2020, Photozou Co., Ltd., our principal shareholder, entered into a stock purchase agreement with Koichi Ishizuka, our CEO, President and Director. Pursuant to the agreement closed on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka, 4,553,200 shares of our common stock which represents 56.9% of our issued and outstanding shares in consideration of JPY6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owns a 66.7% interest in the issued and outstanding shares of our common stock. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2020 | |
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 | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2019, included in our Form 10-K. |
USE OF ESTIMATES | USE OF ESTIMATES The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of August 31, 2020 and for the nine months then ended. Actual results in the future could vary from the amounts derived from management's estimates and assumptions. |
RELATED PARTY TRANSACTION | RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: August 31, 2020 August 31, 2019 Current JPY: US$1 exchange rate 105.89 106.29 Average JPY: US$1 exchange rate 107.93 109.63 |
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 Starting December 1, 2018, the Company adopted ASC 606 - Revenue from contracts with Customers . Revenue for used cameras is recognized when the cameras are delivered to the customer. There is no deferred revenue as of August 31, 2020 or November 30, 2019. Disaggregated revenue of the Company is as follows: For the three months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2020 August 31, 2020 Revenue from cameras sold $ 53,316 95.9% 173,658 95.2% Service revenue 2,275 4.1% 8,838 4.8% Total 55,591 100% 182,496 100% |
RECENT ACCOUNTING PRONOUNCEMENTS | 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. |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
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: August 31, 2020 August 31, 2019 Current JPY: US$1 exchange rate 105.89 106.29 Average JPY: US$1 exchange rate 107.93 109.63 |
Disaggregated Revenue (Tables)
Disaggregated Revenue (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Disaggregated Revenue | |
Disaggregated revenue of the Company | Disaggregated revenue of the Company is as follows: For the three months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2020 August 31, 2020 Revenue from cameras sold $ 53,316 95.9% 173,658 95.2% Service revenue 2,275 4.1% 8,838 4.8% Total 55,591 100% 182,496 100% |
Due to Related Party (Details)
Due to Related Party (Details) - USD ($) | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Nov. 30, 2019 | |
Due To Related Party | |||
Due to related party | $ 474,580 | $ 319,336 | |
Amount Advanced/Borrowed from Photozou Co., Ltd. | 83,391 | $ 103,548 | |
Expenses paid on behalf of the Company by Photozou Co., Ltd. | $ 58,234 | ||
Amount forgiven by Photozou Co., Ltd. and deemed as a capital contribution | $ 17,634 |
Concentration of Purchases (Det
Concentration of Purchases (Details) | 9 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Concentration Of Purchases Of Inventory | ||
Percentage of Inventory Purchased from One Supplier (Digital Reuse) | 99.40% | 98.40% |
Concentration of Revenues (Deta
Concentration of Revenues (Details) | 9 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Concentration Of Revenues For May 31 2019 | ||
Percentage of net revenues from customers accounting for 10% or more of total revenues | 43.30% | 79.50% |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) | 9 Months Ended | ||
Aug. 31, 2020 | Jul. 02, 2020 | Nov. 30, 2019 | |
Long Term Debt | |||
Amount Borrowed from Japan Finance Corporation ("JFC") | $ 64,859 | ||
Repayment of Loan to JFC | $ 352 | ||
Long-term loan payable, current portion | 13,373 | ||
Long-term loan payable, non-current portion | $ 52,374 |
Borrowings (Details)
Borrowings (Details) | 1 Months Ended |
Oct. 15, 2020USD ($) | |
Borrowings | |
Borrowings from Photozou Co., Ltd | $ 2,000 |
Uncategorized Items - ptzh-2020
Label | Element | Value |
Cash | us-gaap_Cash | $ 11,648 |