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Photozou Holdings, Inc. – ‘10-K’ for 11/30/23

On:  Friday, 3/8/24, at 10:38am ET   ·   For:  11/30/23   ·   Accession #:  1599916-24-73   ·   File #:  0-55806

Previous ‘10-K’:  ‘10-K’ on 3/17/23 for 11/30/22   ·   Latest ‘10-K’:  This Filing   ·   2 References:   To:  Photozou Holdings, Inc. – ‘POS AM’ on 6/9/17 To:  Photozou Holdings, Inc. – ‘8-K’ on 1/19/17 for 1/13/17 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/24  Photozou Holdings, Inc.           10-K       11/30/23   38:1.9M                                   DeNunzio Jeffrey

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  i 10-K

FOR THE FISCAL YEAR ENDED  i NOVEMBER 30, 2023

OR

For the transition period from to

COMMISSION FILE NUMBER:  i 000-55806

 i PHOTOZOU HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered under Section 12(b) of the Act: None 

Securities to be registered under Section 12(g) of the Exchange Act: 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X]  i No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X]  i No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]  i Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X]  i Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer [ ] Accelerated filer [ ]  i Non-accelerated filer  i [X] Smaller reporting company  i [X] Emerging growth company  i [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes  [X]  i No

As of May 31, 2023, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $ i 197. This was calculated using the par value $0.0001.

As of March 8, 2024, there were  i 8,000,000 shares of the Registrant's common stock, par value $0.0001 per share, issued and outstanding.

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Table of Contents

TABLE OF CONTENTS

PHOTOZOU HOLDINGS, INC.

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Table of Contents

PART I

Item 1. Business

Corporate History

Photozou Holdings, Inc., ("Photozou Holdings," or the "Company"), was incorporated in the State of Delaware on September 29, 2014, with the purposes to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL").

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

On January 13, 2017, Thomas DeNunzio sold 8,000,000 shares of our restricted common stock, which represented all of our issued and outstanding shares at the time, to Photozou Co., Ltd., a Japan corporation.

Photozou Co., Ltd. is and was controlled by Koichi Ishizuka, a Japanese citizen. The aforementioned shares were sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). No directed selling efforts were made in the United States.

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

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

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

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

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

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement 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 became a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company primarily engages in online advertising through its photo sharing platforms, provides photo session services, and specializes in the resale of cameras.

On September 21, 2020, Photozou Co., Ltd our principal controlling shareholder, entered into a Stock Purchase Agreement with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represented, at the time, approximately 56.9% of our issued and outstanding common stock, in consideration of JPY 6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owned approximately 66.7% interest in the issued and outstanding shares of our common stock. Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, we do not believe that this transaction is deemed to be a change in control of the Company.

Overview

Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

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

Currently, we operate through our wholly owned subsidiary, Photozou Koukoku Co., Ltd., “Photozou Koukoku”, which is engaged in advertising services, photo session services, and selling used cameras. 

Photozou Koukoku was incorporated under the laws of Japan on March 14, 2017.

Currently, Photozou Koukoku is headquartered at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. Photozou Koukoku’s office space is provided rent free by our Chief Executive Officer, Koichi Ishizuka.

Photozou Koukoku Co., Ltd.’s business operations are primarily focused around the sale of used cameras sold through Amazon USA, photo session services held in Tokyo and Kansai, and online advertising through various channels. On April 17, 2017, Photozou Koukoku obtained a license to operate as a used goods merchant in Japan.

On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY 1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. The website https://photozou.jp/ is designed for free photo sharing, and may, in addition to other features, offer users the option to store pictures on the website for a nominal fee.

Background of Operations - Sale of Cameras

Photozou Koukoku resells used cameras as its primary business, which include mainly high-class digital single lens reflex cameras produced by well-known Japanese camera makers, e.g. Canon, Nikon, Fujifilm, etc.

The camera industry in Japan is a multi-billion-dollar industry and cameras made in Japan have worldwide appeal and recognition. This is due to the fact that common household name camera manufacturers such as Canon, Nikon, Sony and several others, are headquartered in Japan and sell high end, digital cameras, generally associated with high quality.

The Company believes that due to the high quality of cameras created by Japanese camera makers that these will be the most appealing products to offer to the USA and Japanese market.

However, should market trends shift and the demand for cameras of other companies see a surge in popularity then Photozou Koukoku may consider the possibility of acquiring and reselling cameras by other manufacturers. It may also consider the possibility of selling electronics that serve other purposes other than taking photographs, but have a camera embedded in them, such as camera phones. At this time however, the focus is to sell used high-class digital single lens reflex cameras.

Purchasing

Photozou Koukoku primarily purchases used cameras from used camera dealers and individual consumers in Japan. Photozou Koukoku’s supporting website at http://photozou.jp/kaitori/top/ can be used by interested parties to access pertinent information relating to selling their cameras. For example, there is a section of the website which discloses a price list by product. Through the website they can also request an estimate, review Photozou Koukoku’s procedure for purchasing cameras and fill out an application to sell their camera. Currently, Photozou Koukoku has hired, as an independent contractor, Mr. Takaharu Ogami to handle the entirety of all purchasing and selling activities of Photozou Koukoku’s camera business. Relating to his services to Photozou Koukoku, Mr. Takaharu is paid a monthly fee in amount of JPY 450,000 ($3,060). 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 or purchaser(s).

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Table of Contents

Inventory

The Company consigns its operations regarding the sale of cameras to Mr. Ogami. Inventory, however, remains under legal ownership of the Company.

As of November 30, 2023, and 2022, the Company held inventory comprised solely of used cameras in the amount of $68,466 and $58,780, respectively. The aforementioned amounts were presented net of allowance for inventory obsolescence as of November 30, 2023 and 2022 totaling $7,089 and $11,900, respectively.

Selling

Photozou Koukoku sells its used cameras through Amazon USA and Japan. Cameras are then shipped to the purchaser for a fee that is determined at the time of sale, and may differ on a case-by-case basis depending on the type of camera and method of delivery.

Advertising Services

At present, Photozou Koukoku conducts a single type of advertising service. The Company utilizes web advertising services specifically geared toward advertisements that are placed on https://photozou.jp/, which is a website for photo sharing.

Photozou Koukoku develops banner ads for third party companies and subsequently assists those clients with having those advertisements placed on https://photozou.jp/. Fees are determined on a case-by-case basis and vary depending on whether or not Photozou Co., Ltd contracts Photozou Koukoku to work with a pre-existing client, or if Photozou Koukoku obtains the client on its own accord.

It is possible that the Company will expand into offering additional online advertising services and will create advertisements in forms other than banner ads, but no such plans have been fully developed at this point in time.

Photo Contests

The Company has suspended its involvement with online photo contests, posted on https://photozou.jp/, indefinitely. This decision came about as a result of the closure of the photo magazine “Photo Technic Digital”, which was our collaborative partner in regard to photo contests, social networking and magazine collaboration. We are of the understanding that the closure of Photo Technic Digital was the result of impacts the magazine suffered resulting from the Covid-19 pandemic.

Instead of hosting photo contests on https://photozou.jp/, the Photozou SNS (Social Networking Service) commenced operations in October 2023 via https://photozou.com/. The Photozou SNS is a social networking website, primarily for photo sharing, with a particular emphasis placed on photography of models and promotion of the Primavera Photo Sessions (described in more detail below). Recently, we have initiated hosting photo contests on the Photozou SNS with the aim of boosting user engagement on the website. 

Photo session services

Starting in April 2021, Photozou Koukoku began providing commercial photo session services to customers. The customers sign up for a photo session and Photozou Koukoku organizes the session in which customers can take photos of models provided by Photozou Koukoku for the customer. The rights to any images or video taken by the customer are retained by the Company, models, and model’s office, not the customer. The photo sessions are intended to be a skill building activity as the Company believes many customers in Japan are interested in improving their photographic skills. Photographers shall not publish images or videos taken at the photo sessions without the consent of both the Company and the model whose pictures are taken. These photo sessions are held every weekend in Osaka and Tokyo since April, 2021 and February, 2022, respectively.

Approximately, 19 models are associated with the photo session services provided in Osaka (https://www.primavera-photo-session.com/). Approximately, 11 models are part of Photozou Koukoku photo sessions conducted in Tokyo (https://www.pps-tokyo.jp/). It is our intention to increase the number of models available for photo sessions, through the assistance of a third-party contractor who began, in December of 2023, to manage the photo session services on our behalf for a fee of approximately 200,000 JPY per month. It's important to clarify that the photo session services offered under the name 'Primavera Photo Sessions' are not operated as a separate legal entity from Photozou Koukoku. Rather, 'Primavera Photo Sessions' is the branding used by Photozou Koukoku to deliver these services.

Previously, the Company had engaged Blossom Report Co., Ltd., to provide assistance with contacting and interviewing prospective models, but this arrangement was terminated around August of 2023.

Customers pay an all-inclusive fee directly to Photozou Koukoku, who in turn pays any associated costs or other expenses, including the amounts paid to the models. 

Promotional activity

We believe there to be a clear synergy between the operations of Photozou Koukoku and https://photozou.jp/, as https://photozou.jp/ is a website where users can upload and share pictures taken with their cameras. It is our belief that many individuals who are sharing, browsing, and evaluating photographs online will have an interest in purchasing cameras for personal use and potentially to upload more photos on the website.

Affiliate Program

Periodically, the company may enter into agreements with unrelated third parties to serve as affiliates. Under such agreements, the affiliate would be granted authorization to establish a sub-page linked to https://photozou.jp/ for promotional endeavors. In return, affiliates would commit to sharing a portion of the revenue generated from such web pages with the company. The precise terms and revenue shares would be determined on a case-by-case basis.

Concentrations

Concentration of Purchases

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

For the year ended November 30, 2023, 100% of the inventory of cameras were purchased from one supplier, “eSakura Market”. For the year ended November 30, 2023, 100% of the purchases of inventory of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to buy and sell used cameras on behalf of the Company. 

For the year ended November 30, 2022, 93.8% of the inventory of cameras were purchased from one supplier, “eSakura Market”. For the year ended November 30, 2022, 100% of the purchases of inventory of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to buy and sell 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, 2023, 92% and 8% of the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively.

For the year ended November 30, 2022, 100% of the revenue from the sale of cameras was generated through Amazon USA.  

For the year ended November 30, 2023 and November 30, 2022, 100% of the revenue from the sale of cameras 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, 2023and November 30, 2022, no customer accounted for 10% or more of service revenue.

Item 1A. Risk Factors.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial.

Item 3. Legal Proceedings.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Item 4. Mine Safety Disclosures.

Not applicable.

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Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the Pink® Open Market, “OTC Pink”, operated by OTC Markets Group (“OTCM”). There is currently a limited trading market in the shares of our common stock. Typically, our common stock experiences minimal trading volume, if any, on a daily basis. This limited activity can result in significant fluctuations in the share price of our common stock.

Set forth below are the range of high and low bid closing bid prices for the periods indicated as reported by the OTCM. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

Holders

As of November 30, 2023, and March 8, 2024, there were 125 shareholders of record of our common stock and 8,000,000 shares of common stock issued and outstanding.

Dividends and Share Repurchases

We have not paid any dividends to our shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan Information

Not applicable.

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

None.

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Table of Contents

Item 6. Selected Financial Data.

Not applicable because the Company is a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

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

Liquidity and Capital Resources 

As of November 30, 2023, and 2022, we had cash and cash equivalents in the amount of $11,562 and $19,104, respectively. Currently, our cash balance is not sufficient to fund our operations and our revenues cannot cover our cost and expenses for any substantive period of time. We have been utilizing and may continue to utilize funds from Photozou Co., Ltd., and White Knight Co., Ltd owned and managed by Koichi Ishizuka, our CEO. Photozou Holdings., Inc, and Koichi Ishizuka, and affiliated entities of Koichi Ishizuka, have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

For the years ended November 30, 2023, the Company borrowed $105,987 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, $101,340 of which was comprised of expenses paid on behalf of the Company by the related party, and the remaining $4,647 was comprised of cash borrowing received by the Company directly through its bank account from the related party. During the years ended November 30, 2023, the Company furnished repayments in an amount of $7,410 to Photozou Co., Ltd.

For the years ended November 30, 2023, the Company borrowed $71,492 from White Knight Co., Ltd. a company controlled by Koichi Ishizuka, CEO, all of which was comprised of cash borrowing received by the Company directly through its bank account from the related party. For the years ended November 30, 2023, the Company had $167 of accrued interest payable due to the related party. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.

Revenues

For the years ended November 30, 2023, and 2022, we generated revenues in the amount of $57,436 and $139,974, respectively, from the sale of used cameras, and $16,465 and $46,017, respectively, primarily from photo sessions and advertising services related to the company’s websites. It is the company’s belief that the decreased revenue for the fiscal year ended November 30, 2023, when compared to the fiscal year ended November 30, 2022, was the result of decreased demand for used cameras during the November 30, 2023 fiscal year.

For the years ended November 30, 2023 and 2022, used camera revenue generated from the US market is 92.1% and 100% of used camera revenue, respectively. For the years ended November 30, 2023 and 2022, used camera revenue generated from the Japan market is 7.9% and 0% of used camera revenue, respectively. 

Net Loss

We recorded a net loss of $263,837 and $155,286 for the years ended November 30, 2023 and 2022, respectively. The greater net loss for the year ended November 30, 2023, as opposed to the year ended November 30, 2022, was attributed to the increase in expenses and the decrease in revenue during the November 30, 2023 fiscal year.

We believe that we realized a net loss for the years ended November 30, 2023, and November 30, 2022, because our, and our subsidiary’s, collective operating expenses outweighed our gross profits.

Through the current date, our gross profit ratio has been, in our opinion, low. To improve upon our margins, going forward, we intend to make an attempt to purchase cameras at lower prices by better negotiating purchases in our favor, and or buying in bulk at cheaper prices. We do not believe a small increase in our pricing will deter buyers from purchasing our cameras, therefore we are also exploring the possibility of increasing our prices slightly.

Cash flow

For the years ended November 30, 2023, and 2022, we had negative cash flows from operating activities in the amount of $141,999 and $3,323, respectively. We believe the variance between periods to be attributable to a significantly larger net loss incurred during the fiscal year ended November 30, 2023.

For the years ended November 30, 2023, and 2022, we had cash flows from financing activities in the amount of $133,369 and negative $37,900, respectively. We believe the variance between periods to be attributable to significantly greater proceeds from a related party during the fiscal year ended November 30, 2023.

Working capital

As of November 30, 2023, and 2022, we had a working deficit of $716,702 and $563,519, respectively.

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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data. 

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Photozou Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Photozou Holdings, Inc. (the "Company") as of November 30, 2023, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s  i BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2023

 i Lakewood, CO

March 8, 2024

- F2 -

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Photozou Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Photozou Holdings, Inc. and its subsidiary (collectively, the “Company”) as of November 30, 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor from 2017 through 2023.

Houston, Texas

March 17, 2023

- F3 -

Table of Contents

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements. 

- F4 -

Table of Contents

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

- F5 -

Table of Contents

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT 

The accompanying notes are an integral part of these consolidated financial statements.

- F6 -

Table of Contents

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

- F7 -

Table of Contents

PHOTOZOU HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2023 AND 2022

- F9 -  

Table of Contents 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On January 11, 2024, Photozou Holdings Inc. (the “Company”) dismissed its independent registered public accounting firm, MaloneBailey, LLP (“MB”) effective immediately. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.

The report of MB on the Company’s consolidated financial statements for fiscal years ended November 30, 2022 and 2021 included in the Company’s annual report on Form 10-K for the year ended November 30, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except that such report expressed substantial doubt regarding the Company’s ability to continue as a going concern.

During the fiscal years ended November 30, 2022 and 2021, and the subsequent interim period through January 11, 2024, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and MB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

On December 1, 2023, the Company engaged BF Borgers CPA PC (“BFB”) as its new independent registered public accountant for the fiscal year ending November 30, 2023. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.

During the fiscal years ended November 30, 2022 and 2021 and through November 30, 2023, neither the Company nor anyone on its behalf consulted with BFB regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BFB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC.  The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.  As required under Exchange Act Rule 13a-15, the Company’s management, consisting of our sole officer and director, Koichi Ishizuka, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our sole officer and director concluded that the disclosure controls and procedures are ineffective. 

Our sole officer and director, Koichi Ishizuka, who serves as our Chief Executive Officer, and Chief Financial Officer, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of November 30, 2023, the end of the period covered by this report and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  

Management’s Report on Internal Control over Financial Reporting

The Company’s management, consisting solely of Koichi Ishizuka, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.  Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).  Based on the assessment, management concluded that, as of November 30, 2023, the Company’s internal control over financial reporting is ineffective based on those criteria.

The Company’s management, consisting solely of Koichi Ishizuka, our Chief Executive Officer, and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.  However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The matters involving internal controls and procedures that our Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee.

The Company believes that the material weaknesses are due to the Company’s limited resources.

Our Chief Executive Officer and Chief Financial Officer, Koichi Ishizuka, believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Our Chief Executive Officer recognizes that our controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in Internal Control

There have been no changes in internal controls over the financial reporting that occurred during the fiscal year ended November 30, 2023, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

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Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Mr. Koichi Ishizuka, Age 53 - Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer

Background of Mr. Koichi Ishizuka 

Mr. Koichi Ishizuka’s academic journey includes earning his MBA from the University of Aoyama Gakuin in 2004 and completing the Advanced Management Program at Harvard School of Business in 2011. Stepping into the professional arena, he commenced as the head of marketing at Thomson Reuters, a prominent mass media and information firm. His career trajectory led him to pivotal roles, serving as CEO for Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings, Ltd. in 2009.

Presently, Mr. Ishizuka holds the position of Chief Executive Officer across a spectrum of companies, including OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., Off Line International, Inc., and OFF Line Japan Co., Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013, Photozou Co., Ltd. since 2016, Photozou Holdings, Inc. since 2017, Photozou Koukoku Co., Ltd. since 2017, Zentrum Holdings, Inc. (formerly known as Off Line International, Inc.) since 2019, and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, Koichi Ishizuka assumed the roles of Chief Financial Officer and Director of Next Meats Holdings, Inc., followed by his appointment as Chief Executive Officer on December 28, 2021. He continues to hold these positions to this day, and additionally maintains a controlling interest in Next Meats Holdings, Inc. Additionally, he serves as the Chief Financial Officer of Next Meats Co., Ltd., a Japanese alternative meat company and wholly owned subsidiary of Next Meats Holdings, Inc.

Since its inception on April 14, 2021, Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese company. On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Business Solutions Plus, Inc., which is now known as WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. is a wholly owned subsidiary of WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan. On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director of Dr. Foods, Inc. (formerly known as Catapult Solutions, Inc.). Koichi Ishizuka has a controlling interest in Dr. Foods, Inc. On March 21, 2022, Mr. Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of WeCapital Holdings, Inc., (formerly known as Perfect Solutions Group, Inc.).

Given Mr. Ishizuka’s extensive business acumen and long standing entrepreneurial background, the company firmly believes that Koichi Ishizuka is well-suited to continue to serve as our sole officer and director.

As of the date of this filing, there has been no material plan, contract, or arrangement (whether or not written) to which our sole officer and director, Koichi Ishizuka, is a party in connection with his appointments at WB Burgers Asia, Inc.

Employees

As of November 30, 2023, our company had no employees beyond our sole officer and director, Koichi Ishizuka. Mr. Ishizuka currently provides his services without compensation, and there are no plans for the company to provide compensation to him in the foreseeable future.

Director’s Term of Office

Directors will hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by our board of directors and serve at the discretion of the board of directors. Presently, we have only a single officer and director, Koichi Ishizuka.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, consisting solely of Koichi Ishizuka, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. Our sole officer and director reviews the Company's internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our sole officer and director, Koichi Ishizuka, is of the opinion that establishing committees is unnecessary at this time. He believes he can effectively fulfill the functions typically assigned to such committees until our operational activity increases and funding becomes available for hiring additional staff.

Our Chief Executive Officer recognizes, however, that our controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue as mentioned above on page 7.

Audit Committee Financial Expert

Our Board, consisting solely of Koichi Ishizuka, has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our sole officer and director, Koichi Ishizuka, is capable of analyzing and evaluating our financial statements, given our limited activity, and understanding internal controls as well as procedures for financial reporting. Our sole officer and director, Koichi Ishizuka, does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Our Chief Executive Officer acknowledges the potential for substantial improvement in our controls and procedures with the inclusion of an additional audit committee member, preferably a financial expert, or other qualified staff member who could improve upon our controls and procedures. However, it's important to note that the company currently lacks the necessary funding to hire additional staff.

Involvement in Certain Legal Proceedings

Our sole officer and director, Koichi Ishizuka, has not been involved in any of the following events during the past ten years:

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors, consisting solely of Koichi Ishizuka, evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Shareholder Proposals

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors, consisting solely of Koichi Ishizuka, believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our sole officer and director, Koichi Ishizuka, at the address appearing on the first page of this Annual Report.

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Table of Contents

Item 11. Executive Compensation.

Summary Compensation Table  

Summary of Compensation

Stock Option Grants

We have not granted any stock options to our sole officer and director, Koichi Ishizuka, since our incorporation.

Employment Agreements

We do not have an employment or consulting agreements with any officer or Director. At this time, we have only one officer and director, Koichi Ishizuka.

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors, consisting solely of Koichi Ishizuka, does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors, consisting solely of Koichi Ishizuka, determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors, consisting solely of Koichi Ishizuka, may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

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Table of Contents 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of November 30, 2023, the Company has 8,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

(1) Mr. Koichi Ishizuka owns 66.68% of the issued and outstanding shares of the company.

(2) Koichi Ishizuka is the President, CEO and Director of the Company.

(3) Rei Ishizuka is the wife of Koichi Ishizuka.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

For the year ended November 30, 2023, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, our CEO, advanced to the Company $4,647 and paid expenses on behalf of the Company in the amount of $101,340. For the year ended November 30, 2023, the Company repaid $7,410 to Photozou Co., Ltd. During the year ended November 30, 2023, Photozou Co., Ltd. transferred accounts receivable, and a website, in the amount of $97 and nil (JPY 1), respectively, to the Company. The total due to related party as of November 30, 2023 was $726,603 and are unsecured, due on demand and non-interest bearing.

For the year ended November 30, 2023, the Company borrowed $71,492 from White Knight Co., Ltd a company controlled by Koichi Ishizuka, CEO, all of which was cash borrowing received by the Company directly through its bank account from the related party. For the year ended November 30, 2023, the Company had $167 accrued interest payable due to the related party. The total due to White Knight Co. as of November 30, 2023 and November 30, 2022 were $68,154 and $0, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.

For the year ended November 30, 2022, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, our CEO, advanced to the Company $23,129 and paid expenses on behalf of the Company in the amount of $138,465. For the year ended November 30, 2022, the Company repaid $50,112 to Photozou Co., Ltd. The total due to related party as of November 30, 2022 was $651,999 and is unsecured, due on demand and non-interest bearing.

For the years ended November 30, 2023, and 2022, the Company utilized office space and storage space of the Company’s sole officer and director, Koichi Ishizuka, free of charge.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

Item 14. Principal Accounting Fees and Services.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

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Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Financial statements for our company are listed in the index under Item 8 of this document.

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

____________________

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Photozou Holdings, Inc.

(Registrant)

By: /s/ Koichi Ishizuka

Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer, Director

Dated: March 8, 2024

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Koichi Ishizuka

Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer, Director

Dated: March 8, 2024

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		11/30/24
		7/31/24
Filed on:		3/8/24
		2/29/24
		1/11/24
		12/1/23
For Period end:		11/30/23		NT 10-K
		8/31/23		10-Q,  NT 10-Q
		7/31/23
		5/31/23		10-Q
		3/17/23		10-K
		2/28/23		10-Q,  NT 10-K
		12/15/22
		11/30/22		10-K,  NT 10-K
		8/31/22		10-Q
		5/31/22		10-Q
		3/21/22
		2/28/22		10-Q,  NT 10-Q
		12/28/21
		11/30/21		10-K,  NT 10-K
		7/23/21
		5/7/21
		4/14/21		NT 10-Q
		11/18/20
		9/21/20		3,  4,  8-K
		7/2/20
		7/17/18
		6/5/18
		5/31/18		10-Q,  8-K,  8-K/A,  NT 10-Q
		5/8/18
		6/20/17		EFFECT
		6/9/17		POS AM
		5/1/17
		4/17/17
		3/14/17
		1/19/17		8-K
		1/18/17
		1/13/17		8-K
		9/29/14
				List all Filings

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2 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/17 Photozou Holdings, Inc. POS AM 8:1.5M 1/19/17 Photozou Holdings, Inc. 8-K:1,5,9 1/13/17 6:104K Sigmata Elecs, Inc.

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