Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - Photozou Holdings, Inc. | exhibit32.htm |
| EX-31 - EX-31 - Photozou Holdings, Inc. | exhibit31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2017
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 000-55806
PHOTOZOU HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-3003188 | ||
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
| 4-30-4F, Yotsuya Shinjuku-ku, Tokyo, Japan |
160-0004 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
2-24-13-904, Kamiosaki, Shinagawa-ku, Tokyo, Japan
(Former address)
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
| Title of each class |
Name of each exchange on which registered |
|||
| Common Stock, $.0001 | N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] 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] 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] 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] 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 [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [X]
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).
[X] Yes [ ] No
At November 30, 2017, the last business day of the Registrant’s most recently completed fiscal year, 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 $34,863.
At February 13, 2018, there were 11,037,000 shares of the Registrant’s common stock, par value $0.0001 per share, issued and outstanding.
- 1 -
TABLE OF CONTENTS
- 2 -
PART I
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 Japanese Company.
The shares were sold for an aggregate purchase price of $100,000. Photozou Co., Ltd. is 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.
Currently, shareholders are being asked to reconfirm their investment given the proposed acquisition candidate described below.
On December 18, 2017, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, Director and majority owner. At the closing of the Stock Purchase Agreement (which is contingent upon a 80% reconfirmation vote under Rule 419), Koichi Ishizuka will transfer to the Company, 10,000 shares of the common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represents all of its issued and outstanding shares, in consideration of 6,900,000 JPY ($60,766 USD translated by the exchange rate as of December 11, 2017) and the Company will gain a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku will become a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control.
The Company shall continue to be deemed an emerging growth company until the earliest of—
‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000.00) or more;
‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
‘(C) the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000 in non-convertible debt; or
‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’
As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
Business Plan
The Company is a blank check shell company. The Company’s plan is solely to engage in a merger or acquisition with an unidentified company.
Photozou Holdings, Inc.’s mailing address is 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. The Company has a telephone number of +81-3-6303-9988. We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek office space.
The Company conducted a "Blank Check" offering subject to Rule 419 of Regulation C, pursuant to our S-1 deemed effective on June 20, 2017, as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act"). The offering proceeds and the securities to be issued to investors are deposited in an account (non-interest bearing) (the "Deposited Funds" and "Deposited Securities," respectively). While held in the escrow account, the deposited securities were not and have not been traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. 10 percent of the offering proceeds are available to, exclusive of interest or dividends, as those proceeds are deposited into the escrow account. Except for this amount, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. It is a requirement under Rule 419(e) of the Securities Act that the net assets or fair market value of any business to be acquired must represent at least 80% of the maximum offering proceeds. This acquisition may be consummated using proceeds of this offering, loans or equity. Pursuant to these procedures, this prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds (minus up to 10% which may be release to the registrant) and none of the deposited securities will be issued to investors. The pro rata portion to be received by investors will not include the 10% of proceeds which may be released to the company.
Pursuant to our aforementioned offering, we, “the Company,” sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933.
Currently, shareholders are being asked to reconfirm their investment given the proposed acquisition candidate. Prior to any reconfirmation vote our pending POS AM will need to gain effectiveness with the SEC.
Acquisition Candidate
On December 18, 2017, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, Director and majority owner. At the closing of the Stock Purchase Agreement (which is contingent upon a 80% reconfirmation vote under Rule 419), Koichi Ishizuka will transfer to the Company, 10,000 shares of the common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represents all of its issued and outstanding shares, in consideration of 6,900,000 JPY ($60,766 USD translated by the exchange rate as of December 11, 2017) and the Company will gain a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku will become a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control.
Photozou Koukoku deals mainly in high-class digital single lens reflex cameras produced by famous Japanese camera makers, e.g. Canon, Nikon, Fujifilm, etc. The used camera industry in Japan is a multi billion dollar industry and cameras made in Japan have worldwide appeal and recognition. Photozou Koukoku 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 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.
-3 -
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.
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.
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.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
ADMISSION TO QUOTATION ON THE OTC MARKETPLACE
We intend to have our common stock be quoted on the OTC MarketPlace. If our securities are not quoted on the OTC MarketPlace, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC MarketPlace differs from national and regional stock exchanges in that it:
(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.
To qualify for quotation on the OTC MarketPlace, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC MarketPlace our securities will trade on the OTC MarketPlace until a future time, if at all. We may not now and it may never qualify for quotation on the OTC MarketPlace.
Holders
As of February 13, 2018, there was 63 shareholders of record of our common stock and 11,037,300 shares of common stock deemed outstanding.
Dividends and Share Repurchases
We have not paid any dividends to our shareholder. 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
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 Japanese Company.
The shares were sold for an aggregate purchase price of $100,000. Photozou Co., Ltd. is 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.
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. The monies generated from the aforementioned capital raise will be used to attempt to make an acquisition.
- 4 -
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” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Liquidity and Capital Resources
Our cash balance is $75,933 as of November 30, 2017. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Koichi Ishizuka, our sole Officer and Director who has informally agreed to advance funds to allow us to pay for filing fees, and professional fees. Koichi Ishizuka, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.
Net Loss
We recorded a net loss of $23,027 and $13,711 for the year ended November 30, 2017 and 2016, respectively. The increase in net loss is attributed to an increase in professional expenses.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically the Company does not have revenue, reoccurring operating losses and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.
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.
- 5 -
Item 8. Financial Statements and Supplementary Data.
| Pages | ||
| Report of Independent Registered Public Accounting Firm | F2 | |
| Balance Sheets | F3 | |
| Statements of Operations | F4 | |
| Statements of Changes in Stockholders’ Equity (Deficit) | F5 | |
| Statements of Cash Flows | F6 | |
| Notes to Financial Statements | F7-F9 |
- F1 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Photozou Holdings, Inc.
We have audited the accompanying balance sheets of Photozou Holdings, Inc. (the “Company”) as of November 30, 2017 and 2016, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Photozou Holdings, Inc. as of November 30, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
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 no yet established a source of revenue to cover the operating cost which 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.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
February 12, 2018
- F2 -
| PHOTOZOU HOLDINGS, INC. | |||||
| BALANCE SHEETS | |||||
| November 30, 2017 | November 30, 2016 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | 75,933 | $ | - | |
| TOTAL CURRENT ASSETS | 75,933 | - | |||
| TOTAL ASSETS | 75,933 | - | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| CURRENT LIABILITIES: | |||||
| Accrued expenses | $ | - | $ | 6,350 | |
| Due to related party | 16,960 | - | |||
| TOTAL LIABILITIES | 16,960 | 6,350 | |||
| STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Preferred stock ($.0001 par value, 20,000,000 shares authorized; | |||||
| none issued and outstanding as of November 30, 2017 and November 30, 2016) | - | - | |||
| Common stock ($.0001 par value, 500,000,000 shares authorized, | |||||
| 11,037,300 shares and 8,000,000 shares issued and outstanding | |||||
| as of November 30, 2017 and November 30, 2016) | 1,104 | 800 | |||
| Additional paid in capital | 107,938 | 19,909 | |||
| Accumulated deficit | (50,086) | (27,059) | |||
| Accumulated other comprehensive income | 17 | - | |||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 58,973 | (6,350) | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 75,933 | $ | - | |
| The accompanying notes are an integral part of these financial statements. | |||||
- F3 -
| PHOTOZOU HOLDINGS, INC. | |||||
| STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||
| For the Year Ended November 30, 2017 | For the Year Ended November 30, 2016 | ||||
| OPERATING EXPENSES | |||||
| General and Administrative Expenses | $ | 23,027 | $ | 13,711 | |
| TOTAL OPERATING EXPENSES | 23,027 | 13,711 | |||
| NET LOSS | $ | (23,027) | $ | (13,711) | |
| OTHER COMPREHENSIVE INCOME | |||||
| Foreign currency translation adjustment | $ | 17 | $ | - | |
| TOTAL COMPREHENSIVE LOSS | $ | (23,010) | $ | (13,711) | |
| BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ | (0.00) | $ | (0.00) | |
| WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 10,570,115 | 8,000,000 | |||
| The accompanying notes are an integral part of these financial statements. | |||||
- F4 -
| PHOTOZOU HOLDINGS, INC. | |||||||||||
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
| FOR THE YEARS ENDED NOVEMBER 30, 2017 AND 2016 | |||||||||||
| ADDITIONAL | OTHER | ||||||||||
| COMMON STOCK | PAID IN | COMPREHENSIVE | ACCUMULATED | ||||||||
| NUMBER | AMOUNT | CAPITAL | INCOME | DEFICIT | TOTALS | ||||||
| Balance November 30, 2015 | 8,000,000 | $ | 800 | $ | 7,898 | $ | - | $ | (13,348) | $ | (4,650) |
| Contributed expenses | - | - | 12,011 | - | - | 12,011 | |||||
| Net loss | - | - | - | - | (13,711) | (13,711) | |||||
| Balance November 30, 2016 | 8,000,000 | $ | 800 | $ | 19,909 | $ | - | $ | (27,059) | $ | (6,350) |
| Contributed expenses | - | - | 12,400 | - | - | 12,400 | |||||
| Common stock issued for cash | 3,037,300 | 304 | 75,629 | - | - | 75,933 | |||||
| Net loss | - | - | - | - | (23,027) | (23,027) | |||||
| Foreign currency translation | - | - | - | 17 | - | 17 | |||||
| Balance November 30, 2017 | 11,037,300 | $ | 1,104 | $ | 107,938 | $ | 17 | $ | (50,086) | $ | 58,973 |
| The accompanying notes are an integral part of these financial statements. | |||||||||||
- F5 -
| PHOTOZOU HOLDINGS, INC. | |||||
| STATEMENTS OF CASH FLOWS | |||||
| For the year | For the year | ||||
| Ended | Ended | ||||
| November 30, 2017 | November 30, 2016 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | (23,027) | $ | (13,711) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||
| Expenses paid by shareholder and contributed to the Company | 12,400 | 12,011 | |||
| Accrued expenses | 10,610 | 1,700 | |||
| Net cash used in operating activities | (17) | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Proceeds from common stock sold | 75,933 | - | |||
| Net cash provided by financing activities | 75,933 | - | |||
| Net effect of exchange rate changes on cash | 17 | - | |||
| Net Change in Cash and Cash equivalents | 75,933 | - | |||
| Cash and cash equivalents - beginning of period | - | - | |||
| Cash and cash equivalents - end of period | $ | 75,933 | $ | - | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||
| Interest paid | $ | - | $ | - | |
| Income taxes paid | $ | - | $ | - | |
| NON-CASH FINANCING AND INVESTING TRANSACTIONS | |||||
| Expenses paid directly by CEO on behalf of the Company | $ | 16,960 | $ | - | |
| The accompanying notes are an integral part of these financial statements. | |||||
- F6 -
PHOTOZOU HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017 AND 2016
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On January 13, 2017, Thomas DeNunzio, the sole shareholder of the Company, transferred 8,000,000 shares of our common stock, which at the time represented all of our issued and outstanding shares, to Photozou Co., Ltd. On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 13, 2017, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc. As of November 30, 2017, the Company had not yet commenced any operations.
The Company has elected November 30th as its fiscal year end.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3) regarding the assumption that the Company is a “going concern”.
Use of estimates
The preparation 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Due to the minimal level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2017 and 2016 were $75,933 and $0.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at November 30, 2017 or November 30, 2016.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of November 30, 2017 and 2016, there were no common stock equivalents or options outstanding.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| · | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| · | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
- F7 -
Share-based Expense
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The company had no stock-based compensation plans at November 30, 2017 and 2016.
Share-based expense for the twelve months ended November 30, 2017 and November 30, 2016 was $0.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign currency translation
The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
| November 30, 2017 | |
| Current JPY: US$1 exchange rate | 112.52 |
| Average JPY: US$1 exchange rate | 112.41 |
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 statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.
Recent Accounting Pronouncements
Recent accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically the Company does not have revenue, reoccurring operating losses and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
- F8 -
NOTE 4 - RELATED-PARTY TRANSACTIONS
During the year ended November 30, 2016, our former sole officer/director/shareholder contributed additional paid in capital to pay for expenses on behalf of the Company in the amount of $12,011 to fund operating expenses.
During the year ended November 30, 2017, our sole officer and director contributed additional paid in capital in the amount of $12,400 to fund operating expenses of which $6,050 was paid directly on behalf of the Company for the year November 30, 2017 operating expenses and $6,350 was paid directly on behalf of the Company for prior year accrued expenses.
As of November 30, 2017, the Company had $16,960 owed to Photozou Co., Ltd., a related party for payments paid directly to fund operations on behalf of the Company. These are unsecured, due on demand and bear no interest.
The Company utilizes office space and equipment of our management at no cost. Management estimates such amounts to be immaterial.
On July 11, 2017, the Company entered into subscription agreements with Koichi Ishizuka, CEO of the Company. Pursuant to these agreements, the Company issued 847,000 shares of common stock in total to Mr. Ishizuka and received $21,125 in cash as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was $0.025 per share.
On July 12, 2017, the Company entered into subscription agreements with Rei Ishizuka, the wife of Koichi Ishizuka. Pursuant to these agreements, the Company issued 597,800 shares of common stock in total to Mrs. Ishizuka and received $19,945 in cash as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was $0.025.
NOTE 5 – SHAREHOLDER EQUITY
Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares during November 30, 2017 and 2016.
Common Stock
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 11,037,300 shares and 8,000,000 shares of common stock issued and outstanding as of November 30, 2017 and 2016.
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.
Additional Paid In Capital
During the year ended November 30, 2016, our former sole officer/director/shareholder contributed capital to pay for expenses directly on behalf of the Company in the amount of $12,011 to fund operating expenses.
In July, 2017, the Company entered into subscription agreements with 61 shareholders. Pursuant to these agreements, the Company issued 3,033,800 shares of common stock in total to these shareholders and received $75,845 in cash as aggregate consideration. At the time of purchase the price paid per share by each shareholder was $0.025. The cash is held in escrow under Rule 419.
On November 30, 2017, the Company entered into subscription agreements with 1 shareholder. Pursuant to this agreement, the Company issued 3,500 shares of common stock in total to this shareholder and received $88 in cash as aggregate consideration. At the time of purchase the price paid per share by each shareholder was $0.025 USD. The cash is held in escrow under Rule 419.
NOTE 6 – IncoME TAXES
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years
The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses (NOLs) arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all NOLs arising in a tax year ending after 2017 and instead would permit all such NOLs to be carried forward indefinitely.
| November 30, | |||||||
| 2017 | 2016 | ||||||
| Deferred tax asset, generated from net operating loss at statutory rates | $ | 10,518 | $ | 9,470 | |||
| Valuation allowance | (10,518) | (9,470) | |||||
| $ | — | $ | — | ||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
| Federal income tax rate | 21.0 | % | ||
| Increase in valuation allowance | (21.0 | %) | ||
| Effective income tax rate | 0.0 | % |
NOTE 7 – SUBSEQUENT EVENTS
On December 18, 2017, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, Director and majority owner. At the closing of the Stock Purchase Agreement (which is contingent upon a 80% reconfirmation vote under Rule 419), Koichi Ishizuka will transfer to the Company, 10,000 shares of the common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represents all of its issued and outstanding shares, in consideration of 6,900,000 JPY ($60,766 USD translated by the exchange rate as of December 11, 2017) and the Company will gain a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku will become a wholly owned subsidiary of the Company. The Company and Photozou Koukoku are under common control.
Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. Its business is primarily advertising services and selling of cameras under consignment.
- F9 -
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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, including the Chief Executive Officer who also serves as our Principal Financial Officer, 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, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.
Our Chief Executive Officer, Koichi Ishizuka, 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 the end of the period covered by the report November 30, 2017 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.
The matters involving internal controls and procedures that our Chief Executive Officer considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board 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 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 its 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 Report on Internal Control over Financial Reporting
The Company’s management 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. Based on the assessment, management concluded that, as of November 30, 2017, the Company’s internal control over financial reporting is ineffective based on those criteria.
The Company’s management, including its Chief Executive Officer who also serves as our 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.
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 year ending November 30, 2017, 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.
None.
- 6 -
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Mr. Koichi Ishizuka, Age 45- Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer
Background of Mr. Koichi Ishizuka
In 2004 Mr. Koichi Ishizuka graduated with his MBA from the University of Aoyama Gakuin. Several years later in 2011 he graduated from the Advanced Management Program at Harvard School of Business. Following Mr. Ishizuka’s formal education, he took a position as the head of marketing with Thomson Reuters, a mass media and information firm. Thereafter, he served as the CEO of Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings., Ltd in 2009. Currently, Mr. Ishizuka serves as the Chief Executive Officer of OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., and Photozou Koukoku 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 and Photozou Koukoku Co., Ltd. since 2017.
As of the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which our sole officer and director are a party in connection with their appointments at Photozou Holdings, Inc.
Employees
As of November 30, 2017, we had no employees outside of our sole officer and director.
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 a single director, Koichi Ishizuka.
Director Independence
Although our securities do not trade on any national securities exchange, for purposes of independence we use the NASDAQ definition of independence. Our director, Koichi Ishizuka is not independent because of his position as an executive officer of the Company.
Audit Committee and Audit Committee Financial Expert
Our sole director acts as our audit committee and compensation committee. We do not have an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. The sole director believes that he is financially literate and experienced in business matters and are capable of (1) understanding generally accepted accounting principles (“GAAP”) and financial statements, (2) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (3) analyzing and evaluating our financial statements, (4) understanding internal controls and procedures for financial reporting, and (5) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the sole director believes that no audit committee member has obtained these attributes through the experience specified in the SEC's definition of “audit committee financial expert.” Further, as is the case with many small companies, it would be difficult for us to attract and retain board members who qualify as “audit committee financial experts,” and competition for such individuals is significant. The sole director believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.”
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.
Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5’s were required for those persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended November 30, 2016.
Code of Ethics
We have not established a Code of Ethics applicable to our officers and directors.
Procedure for Nominating Directors
In 2017, we have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
Family Relationships
There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.
Involvement in Certain Legal Proceedings
During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.
Arrangements
There are no arrangements or understandings between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.
- 7 -
Item 11. Executive Compensation.
Summary Compensation Table
| Name and principal position (a) | As of November 30, (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-equity incentive plan compensation ($) (g) | Non-qualified deferred compensation earnings ($) (h) | All other compensation ($) (i) | Total ($) (j) |
| Koichi Ishizuka, Sole Officer and Director | 2016 | - | - | - | - | - | - | - | - |
| Name and principal position (a) | As of November 30 (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-equity incentive plan compensation ($) (g) | Non-qualified deferred compensation earnings ($) (h) | All other compensation ($) (i) | Total ($) (j) |
| |||||||||
| Koichi Ishizuka, Sole Officer and Director | 2017 | - | - | - | - | - | - | - | - |
Note: On January 13, 2017, Thomas DeNunzio sold 8,000,000 shares of our restricted common stock to Photozou Co., Ltd., a Japanese Company. The shares were sold for an aggregate purchase price of $100,000. Photozou Co., Ltd. is 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.
Director’s Compensation
Our director is not entitled to receive compensation for services rendered to Photozou Holdings, Inc., or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.
Employment Contracts and Officer’s Compensation
Since Photozou Holdings, Inc.’s incorporation on September 29, 2014, we have not paid any compensation to any officer, director or employee. We do not have employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as it maintains a positive cash flow.
Stock Option Plan and Other Long-term Incentive Plan
Photozou Holdings, Inc. currently does not have existing or proposed option or SAR grants.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of November 30, 2017 the Company had 11,037,000 shares of common stock and no shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned (1) |
| Executive Officers and Directors | |||||
| Koichi Ishizuka (2) | 847,000 | 7.7% | none | n/a | 7.7% |
| 5% or greater shareholders | |||||
| Photozou, Co., Ltd. (1) | 8,000,000 | 72.5% | none | n/a | 72.5% |
| Takahashi Matsuyama | 700,000 | 6.6% | none | n/a | 6.6% |
| Rei Ishizuka (3) | 597,800 | 5.4% | none | n/a | 5.4% |
(1) Mr. Koichi Ishizuka owns 100% of the issued and outstanding shares of Photozou, Co., Ltd.
(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.
- 8 -
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During the year ended November 30, 2016, our former sole officer/director/shareholder, Thomas DeNunzio, contributed additional paid in capital to pay for expenses on behalf of the Company in the amount of $12,011 to fund operating expenses.
On January 13, 2017, Thomas DeNunzio sold 8,000,000 shares of our restricted common stock to Photozou Co., Ltd., a Japanese Company. At the time of sale this represented all of our issued and outstanding shares of common stock. Photozou Co., Ltd. remains our controlling shareholder.
The shares were sold for an aggregate purchase price of $100,000. Photozou Co., Ltd. is 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 July 11, 2017, the Company entered into subscription agreements with Koichi Ishizuka, CEO of the Company. Pursuant to these agreements, the Company issued 847,000 shares of common stock in total to Mr. Ishizuka and received $21,125 as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was 0.025 USD.
On July 11, 2017, the Company entered into subscription agreements with Rei Ishizuka, the wife of Koichi Ishizuka. Pursuant to these agreements, the Company issued 597,800 shares of common stock in total to Mrs. Ishizuka and received $19,945 as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was 0.025 USD.
During the year ended November 30, 2017, our sole officer and director contributed additional paid in capital in the amount of $12,400 to fund operating expenses of which $6,050 was paid directly on behalf of the Company for the year ended November 30, 2017 operating expenses and $6,350 was paid directly on behalf of the Company for prior year accrued expenses.
As of November 30, 2017, the Company had $16,960 owed to Photozou Co., Ltd., a related party for payments paid directly to fund operations on behalf of the Company. These are due on demand and bear no interest.
The Company utilizes the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial.
Koichi Ishizuka, the company’s sole officer and director is the only promoter of the company.
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.
| 2017 | 2016 | ||||
| Audit fees | MaloneBailey, LLP | $8,300 | $6,000 | ||
| Audit related fees | - | - | |||
| Tax fees | - | - | |||
| All other fees | - | - | |||
| Total | $8,300 | $6,000 |
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.
- 9 -
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.
|
Exhibit No. |
Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws. (1) | |
| 31.1 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended November 30, 2017. (2) | |
| 32.1 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2) | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) | |
____________________
| (1) | Filed as an exhibit to the Company's Registration Statement on Form POS AM as filed with the SEC on June 9, 2017, and incorporated herein by this reference. |
| (2) | Filed herewith. |
| (3) | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
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: February 13, 2018
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: February 13, 2018
- 10 -