10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2018

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: 333-201697

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)

  Issuer's telephone number: +81-3-6369-1589

Fax number: +81-3-6369-3727 

Email: info@photozou.co.jp

2-24-13-904, Kamiosaki, Shinagawa-ku, Tokyo, Japan

(Former address)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 (Section 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐	Non-accelerated filer  ☐ (Do not check if a smaller reporting company)
Smaller reporting company  ☒	Emerging growth company  ☒

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October 4, 2018, there were 8,000,000 shares of common stock and no shares of preferred stock issued and outstanding.

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INDEX

		Page
PART I - FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS - UNAUDITED	F1
Balance Sheets - UNAUDITED		F2
Statements of Operations - UNAUDITED		F3
Statements of Cash Flows - unaudited		F4
Notes to Financial Statements - unaudited		F5
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4	CONTROLS AND PROCEDURES	4
PART II - OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	5
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5
SIGNATURES		6

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PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

PHOTOZOU HOLDINGS, Inc.

FINANCIAL STATEMENTS

UNAUDITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Pages
Consolidated Balance Sheets - Unaudited	F2
Consolidated Statements of Operations - Unaudited	F3
Consolidated Statements of Cash Flows - Unaudited	F4
Consolidated Notes to Financial Statements - Unaudited	F5

-F1-

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

			August 31, 2018		November 30, 2017
					Restated
ASSETS
Current Assets
	Cash and cash equivalents	$	1,549	$	84,959
	Accounts receivable - trade		1,902		7,790
	Prepaid expenses		-		2,351
	Inventories- consignment		24,533		11,579
TOTAL CURRENT ASSETS			27,983		106,679
Property, plant and equipment
	Software		1,946		1,920
	Less accumulated depreciation and amortization		(454)		(160)
TOTAL PROPERTY, PLANT AND EQUIPMENT			1,492		1,760
TOTAL ASSETS			29,475		108,439
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accrued expenses		263	$	463
	Due to related party		124,912		76,911
	Deferred revenue		12,127		7,962
TOTAL LIABILITIES			137,302		85,336
STOCKHOLDERS’ EQUITY (DEFICIT)
	Preferred stock ($.0001 par value, 20,000,000 shares authorized;
	none issued and outstanding as of August 31, 2018 and November 30, 2017)		-		-
	Common stock ($.0001 par value, 500,000,000 shares authorized,
	8,000,000 shares and 11,037,000 shares issued and outstanding
	as of August 31, 2018 and November 30, 2017, respectively)		800		1,104
	Additional paid in capital		32,309		108,025
	Accumulated deficit		(141,263)		(86,361)
	Accumulated other comprehensive income		327		335
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			(107,827)		23,103
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)		$	29,475	$	108,439
The accompanying notes are an integral part of these unaudited financial statements

-F2-

PHOTOZOU HOLDINGS, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

			Three months		Three months		Nine months		Nine months
			Ended		Ended		Ended		Ended
			August 31, 2018		August 31, 2017		August 31, 2018		August 31, 2017
					Restated				Restated
Revenues
	Revenue from cameras sold	$	257,253	$	26,240	$	557,973	$	26,764
	Service revenue		5,007		4,021		18,307		9,450
Total revenues			262,260		30,261		576,280		36,214
Cost of revenues			247,456		24,816		536,814		25,257
Gross profit			14,805		5,445		39,467		10,957
OPERATING EXPENSES
	General and Administrative Expenses	$	26,958	$	19,933	$	94,369	$	51,501
TOTAL OPERATING EXPENSES		$	26,958	$	19,933	$	94,369	$	51,501
NET LOSS		$	(12,153)	$	(14,489)	$	(54,902)	$	(40,545)
OTHER COMPREHENSIVE LOSS
	Foreign currency translation adjustment	$	1,949	$	(276)	$	(8)	$	(494)
TOTAL COMPREHENSIVE LOSS		$	(10,205)	$	(14,765)	$	(54,911)	$	(41,039)
BASIC AND DILUTED NET LOSS PER COMMON STOCK		$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED			8,000,000		9,730,096		9,762,521		8,580,908
The accompanying notes are an integral part of these unaudited financial statements

-F3-

PHOTOZOU HOLDINGS, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Nine months		Nine months
			Ended		Ended
			August 31, 2018		August 31, 2017
					Restated
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(54,902)	$	(40,545)
	Adjustments to reconcile net loss to net cash:
	Expenses paid by shareholder and contributed to the Company		-		12,400
	Depreciation and amortization expenses		294		65
	Changes in operating assets and liabilities:
	Accounts receivable - trade		5,888		(19,554)
	Prepaid expenses		2,351		(4,331)
	Inventories- consignment		(12,954)		(22,560)
	Accrued expenses		(200)		(6,028)
	Deferred Revenue		4,165		12,202
	Net cash used in operating activities		(55,358)		(68,350)
CASH FLOWS FROM INVESTING ACTIVITIES
	Cash paid for purchase of software	$	-	$	(1,964)
	Net cash used in investing activities		-		(1,964)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from due to related party	$	64,665	$	84,922
	Repayment of due to related party		(16,664)		-
	Cash contribution from shareholder		-		75,629
	Stock cancellation		(76,020)		303
	Net cash provided by financing activities		(28,019)		160,854
Net effect of exchange rate changes on cash		$	(34)	$	(141)
Net Change in Cash and Cash equivalents		$	(83,410)	$	90,046
Cash and cash equivalents - beginning of period			84,959		-
Cash and cash equivalents - end of period			1,549		90,046
SUPPLEMENTAL  DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	-	$	-
Income taxes paid			-		-
The accompanying notes are an integral part of these unaudited financial statements

-F4-

PHOTOZOU HOLDINGS, INC.

CONSOLIDATED NOTES TO UNAUDITED FINANCIAL STATEMENTS

august 31, 2018

(UNAUDITED) 

NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS

Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On January 13, 2017, Thomas DeNunzio, the sole shareholder of the Company, transferred 8,000,000 shares of our common stock, which at the time represented all of our issued and outstanding shares, to Photozou Co., Ltd. On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 13, 2017, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc.

Pursuant to our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419. The monies generated from the aforementioned capital raise were to be used to attempt to make an acquisition. We did not however, make an acquisition in the allotted time granted by Rule 419. On May 8, 2018, we conducted a stock cancellation of above 3,037,300 shares and the total funds of $76,020 were returned to investors.

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and sells cameras on consignment.

On June 5, 2018, Photozou Co., Ltd. entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .025 USD per share.

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated.

BASIS OF PRESENTATION & RESTATEMENT

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2017, included in our Form 10-K. All periods presented have been updated for the common control merger disclosed in below causing the prior period presentation to be restated to reflect the merger.

USE OF ESTIMATES

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

ACCOUNTS RECEIVABLE AND CREDIT POLICIES

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return.

INVENTORY – CONSIGNMENT

Inventory, consisting of used cameras, are primarily accounted for using the specific identification method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

As of August 31, 2018, the Company held inventory comprised solely of used cameras in the amount of $24,533. The purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment.

FOREIGN CURRENCY TRANSLATION

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

	August 31, 2018
Current JPY: US$1 exchange rate	101.02
Average JPY: US$1 exchange rate	109.77

-F5-

Table of Contents

COMPREHENSIVE INCOME OR LOSS

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

REVENUE RECOGNITIONAND DEFERRED REVENUE

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company provides the warranty for the delivery of its service. If the Company cannot deliver its service to customers successfully, the Company retry its operation until the delivery is completed.

In case of the service for the photo contest, the Company applies the percentage of completion method and unfinished part of collected cash is accounted as a deferred revenue.

Revenue for used cameras is recognized when the cameras are delivered to the customer.

NET LOSS PER COMMON SHARE

Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of August 31, 2018.

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions. The Company does not require collateral or other security to support financial instruments subject to credit risks. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

NOTE 3 – ACQUISITION

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition. Koichi Ishizuka had 72.7% of ownership of the Company. Due to the parent subsidiary relationship on Photozou Koukoku and the Company, under ASC 805-50, the transaction is being accounted for similar to a pooling of interests with carryover basis being used and go forward reporting will have the entities combined from the first day of the first period presented.

PHOTOZOU KOUKOKU CO., LTD.
BALANCE SHEETS
(UNAUDITED)
			May 31, 2018		November 30, 2017
ASSETS
Current Assets
	Cash and cash equivalents	$	3,599	$	9,026
	Accounts receivable - trade		2,549		7,790
	Accounts receivable - related party		5,238		-
	Prepaid expenses		-		2,351
	Inventories- consignment		126,595		11,579
TOTAL CURRENT ASSETS			137,981		30,746
Property, plant and equipment
	Software		1,985		1,920
	Less accumulated depreciation and amortization		(364)		(160)
TOTAL PROPERTY, PLANT AND EQUIPMENT			1,621		1,760
TOTAL ASSETS			139,602		32,506
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable	$	394	$	462
	Due to related party		72,631		59,951
	Advance receipt		118,373		-
	Deferred revenue		-		7,962
TOTAL LIABILITIES			191,398		68,375
STOCKHOLDERS’ EQUITY (DEFICIT)
	Common stock (No Par value, 100,000,000 shares authorized, 10,000 shares issued and outstanding as of May 31, 2017 and November 30, 2017)	$	87	$	87
	Accumulated deficit		(50,926)		(36,275)
	Accumulated other comprehensive income (loss)		(957)		319
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			(51,796)		(35,869)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)		$	139,602	$	32,506

PHOTOZOU KOUKOKU CO., LTD.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
			Three months		Six months		For the period from
			Ended		Ended		March 14, 2017 (Inception)
			May 31, 2018		May 31, 2018		through May 31, 2017
Revenues
	Revenue from cameras sold	$	118,146	$	300,720	$	524
	Service revenue		6,327		13,300		5,429
Total revenues			124,473		314,020		5,953
Cost of revenues			115,042		289,358		441
Gross profit			9,431		24,662		5,512
OPERATING EXPENSES
	General and Administrative Expenses	$	15,276	$	39,313	$	19,236
TOTAL OPERATING EXPENSES		$	15,276	$	39,313	$	19,236
NET LOSS		$	(5,845)	$	(14,651)	$	(13,724)
OTHER COMPREHENSIVE LOSS
	Foreign currency translation adjustment	$	1,018	$	(1,276)	$	(77)
TOTAL COMPREHENSIVE LOSS		$	(4,827)	$	(15,927)	$	(13,801)
BASIC AND DILUTED NET LOSS PER COMMON STOCK		$	(0.58)	$	(1.47)	$	(1.37)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED			10,000		10,000		10,000

NOTE 4 - GOING CONCERN

The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and negative cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 - RELATED-PARTY TRANSACTIONS

For the nine months ended August 31, 2018, the Company borrowed $63,625 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. For the nine months ended August 31, 2018, the Company repaid $16,664 to Photozou Co., Ltd. The total due as of August 31, 2018 was $124,912 and is unsecured, due on demand and non-interest bearing.

For the nine months ended August 31, 2018, the Company rented office space and storage space from the Company’s officer free of charge.

NOTE 6 - CONCENTRATION  

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of purchases of inventory on consignment, accounts receivable and revenue.

Concentration of Purchases

For the nine months ended August 31, 2018, 100% of the purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment in the amount of $537,003.

Concentration of Revenues

Net revenues from customers accounting for 10% or more of total revenues are as follows:

For the nine months ended August 31, 2018, 91.0% of the revenue from the sale of cameras was generated from one customer in the amount of $507,949 For the nine months ended August 31, 2018, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami on consignment.

For the nine months ended August 31, 2018, 90.0% of the service revenue was generated from three customers in the amount of $16,471.

NOTE 7 – COMMITMENTS  

On March 17, 2017, the Company entered into an agreement with Telecom Square Taiwan, Inc. (the “Telecom”) whereas the Company will provide management services for a photo contest in consideration of NTD 48,500 ($16,142).

Term of contract

The photo contests shall be held 4 times and the Company shall host and manage the contests through April 30, 2018. The agreement to perform the aforementioned services may be extended with the Telecom’s consent. If the Company delays any service(s) without notice, the Company shall pay a penalty.

Schedule of Services

1st Inspection June 19, 2017 Degree of completion 25%

2nd Inspection September 18, 2017 Degree of completion 50%

3rd Inspection December 18, 2017 Degree of completion 75%

4th Inspection March 19, 2018 Degree of completion 100%

As of August 31, 2018 100% was completed.

On May 1, 2017, the Company entered into a consignment agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY 400,000 ($3,600) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run another three months automatically.

The Company considers the sale of the cameras as being sold on consignment through Mr. Ogami’s efforts because he is responsible for the sale and shipping of the cameras at the expense of Photozou Koukoku. Photozou Koukoku is the legal owner of the camera(s) until the point of sale to the purchaser or purchaser(s).

As of August 31, 2018, the Company had advance receipt of $12,127. This was the receipt for the revenues of used cameras, which the shipment had not been completed by August 31, 2018.

NOTE 8 - SUBSEQUENT EVENTS

On September 10, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to these individuals and received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.

-F6-

ITEM 2 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.

Company Overview

Corporate History

The Company was originally incorporated with the name Exquisite Acquisition, Inc., under the laws of the State of Delaware on September 29, 2014, with an objective to acquire, or merge with, an operating business.

On January 13, 2017, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, transferred 8,000,000 shares of our common stock, which represented all of our issued and outstanding shares at the time, to Photozou Co., Ltd., with an address at 2-24-13-904, Kamiosaki, Shinagawa-ku Tokyo, Japan. 

Following the closing of the share purchase transaction, Photozou Co., Ltd. gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company.

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

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

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

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

On May 8, 2018, we conducted a stock cancellation of above 3,037,300 shares and the total funds of $75,933 were returned to investors. Pursuant to our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419. The monies generated from the aforementioned capital raise were to be used to attempt to make an acquisition. We did not however, make an acquisition in the allotted time granted by Rule 419

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190 USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition. Effective May 31, 2018, “the Company”, Photozou Holdings, Inc., and Mr. Koichi Ishizuka consummated a Stock Purchase Agreement for Photozou Koukoku, and Photozou Koukoku became a 100% wholly-owned subsidiary of the Company.

On June 5, 2018, Photozou Co., Ltd. entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .025 USD per share.

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

On September 10, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to these individuals and received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.

The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Liquidity and Capital Resources 

Our cash balance is $3,599 as of August 31, 2018. 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 $12,153 and $14,489 for the three months ended August 31, 2018 and 2017, respectively. We recorded a net loss of $54,902 and $40,545 for the nine months ended August 31, 2018 and 2017, respectively. The increase in net loss is attributed to the increase of active period of Photozou Koukoku. Photozou Koukoku was incorporated on March 14, 2017 and Photozou Koukoku recorded a net loss from January 1, 2018 through March 13, 2018..

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 net loss from inception and negative cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

-3-

ITEM 4 CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of August 31, 2018, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a limited individuals 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, lack of well-established procedures to identify, approve and report related party transactions, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above evaluation.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that have occurred for the six months ended August 31, 2018, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

-4-

PART II-OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 5, 2018, Photozou Co., Ltd. entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .025 USD per share.

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

On September 10, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to these individuals and received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.

The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 OTHER INFORMATION

None

ITEM 6 EXHIBITS

Exhibit No.	Description
3.1	Certificate of Incorporation (1)
3.2	By-laws (1)
31	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-Q for the period ended August 31, 2018 (2)
32	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 S-1, as filed with the SEC on January 26, 2015, 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.

-5-

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Photozou Holdings, Inc.

(Registrant)

By: /s/ Koichi Ishizuka 

Name: Koichi Ishizuka

CEO, President, Director

Dated: October 4, 2018

-6-

EX-31

EXHIBIT 31.1

Photozou Holdings, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Koichi Ishizuka, certify that:

1.   I have reviewed this report on Form 10-Q of Photozou Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 

Dated: October 4, 2018

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

Photozou Holdings, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Koichi Ishizuka, certify that:

1.   I have reviewed this report on Form 10-Q of Photozou Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 

Dated: October 4, 2018

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Financial Officer

(Principal Financial Officer)

EX-32

EXHIBIT 32.1

Photozou Holdings, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with Quarterly Report of Photozou Holdings, Inc. (the Company) on Form 10-Q for the quarter ended August 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Koichi Ishizuka, Principal  Executive Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Koichi Ishizuka and will be retained by Photozou Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: October 4, 2018

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

Photozou Holdings, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with Quarterly Report of Photozou Holdings, Inc. (the Company) on Form 10-Q for the quarter ended August 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Koichi Ishizuka, Principal Financial Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Koichi Ishizuka and will be retained by Photozou Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: October 4, 2018

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Financial Officer

(Principal Financial Officer)

XML

Document and Entity Information - USD ($)	9 Months Ended
	Aug. 31, 2018	Oct. 04, 2018
Document And Entity Information
Entity Registrant Name	Photozou Holdings, Inc.
Entity Central Index Key	0001627469
Amendment Flag	false
Current Fiscal Year End Date	--11-30
smaller reporting ompany	Smaller Reporting Company
Is Entity's Reporting Status Current?	Yes
Document Type	10-Q
Document Period End Date	Aug. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 304
Entity Common Stock, Shares Outstanding		8,000,000

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Aug. 31, 2018	Nov. 30, 2017
ASSETS
Cash and cash equivalents	$ 1,549	$ 84,959
Accounts receivable - trade	1,902	7,790
Prepaid expenses		2,351
Inventories- consignment	24,533	11,579
TOTAL CURRENT ASSETS	27,983	106,679
Property, plant and equipment
Software	1,946	1,920
Less accumulated depreciation and amortization	(454)	(160)
TOTAL PROPERTY, PLANT AND EQUIPMENT	1,492	1,760
TOTAL ASSETS	29,475	108,439
Current liabilities:
Accrued expenses	263	463
Due to related party	124,912	76,911
Deferred revenue	12,127	7,962
TOTAL LIABILITIES	137,302	85,336
Stockholders' Equity (Deficit):
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of August 31, 2018 and November 30, 2017)
Common stock ($.0001 par value, 500,000,000 shares authorized, 8,000,000 shares and 11,037,000 shares issued and outstanding as of August 31, 2018 and November 30, 2017, respectively)	800	1,104
Additional paid-in capital	32,396	108,025
Accumulated deficit	(141,263)	(86,361)
Accumulated other comprehensive income	327	335
Total stockholders' equity (deficit)	(107,827)	23,103
Total liabilities and stockholders' equity (deficit)	$ 29,475	$ 108,439

XML

Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2018	Nov. 30, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .0001	$ .0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .0001	$ .0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	8,000,000	11,037,000
Common stock, shares outstanding	8,000,000	11,037,000

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2018	Aug. 31, 2017
Revenues
Revenue from cameras sold	$ 257,253	$ 26,240	$ 557,973	$ 26,764
Service revenue	5,007	4,021	18,307	9,450
Total revenues	262,260	30,261	576,280	36,214
Cost of revenues	247,456	24,816	536,814	25,257
Gross profit	14,805	5,445	39,467	10,957
Operating Expenses:
General and administrative expenses	26,958	19,933	94,369	51,501
Total operating expenses	26,958	19,933	94,369	51,501
Net loss	(12,153)	(14,489)	(54,902)	(40,545)
Foreign currency translation adjustment	1,949	(276)	(8)	(494)
TOTAL COMPREHENSIVE LOSS	$ (10,205)	$ (14,765)	$ (54,911)	$ (41,039)
BASIC AND DILUTED NET LOSS PER COMMON STOCK	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED	8,000,000	9,730,096	9,762,521	8,580,908

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (54,902)	$ (40,545)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by shareholder and contributed to the Company		12,400
Depreciation and amortization expenses	294	65
Changes in operating assets and liabilities:
Accounts receivable - trade	5,888	(19,554)
Prepaid expenses	2,351	(4,331)
Inventories- consignment	(12,954)	(22,560)
Accrued expenses	(200)	(6,028)
Deferred Revenue	4,165	12,202
Net cash used in operating activities	(55,358)	(68,350)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of software		(1,964)
Net cash used in investing activities		(1,964)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party	64,665	84,922
Repayment of due to related party	(16,664)
Cash contribution from shareholder		75,629
Stock cancellation	(76,020)	303
Net cash provided by financing activities	(28,019)	160,854
Net effect of exchange rate on cash	(34)	(141)
Net change in cash and cash equivalents	(83,410)	90,046
Cash and cash equivalents - beginning of period	84,959
Cash and cash equivalents - end of period	1,549	90,046
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes

XML

Note 1 - Organization and Description of Business

9 Months Ended

Aug. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS

Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On January 13, 2017, Thomas DeNunzio, the sole shareholder of the Company, transferred 8,000,000 shares of our common stock, which at the time represented all of our issued and outstanding shares, to Photozou Co., Ltd. On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 13, 2017, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc.

Pursuant to our Registration Statement deemed effective on June 20, 2017, the Company sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419. The monies generated from the aforementioned capital raise were to be used to attempt to make an acquisition. We did not however, make an acquisition in the allotted time granted by Rule 419. On May 8, 2018, we conducted a stock cancellation of above 3,037,300 shares and the total funds of $76,020 were returned to investors.

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and sells cameras on consignment.

On June 5, 2018, Photozou Co., Ltd. entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold 3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each shareholder paid .025 USD per share.

On July 17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

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

XML

Note 2 - Significant Accounting Policies

9 Months Ended

Aug. 31, 2018

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated.

BASIS OF PRESENTATION & RESTATEMENT

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2017, included in our Form 10-K. All periods presented have been updated for the common control merger disclosed in below causing the prior period presentation to be restated to reflect the merger.

USE OF ESTIMATES

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

ACCOUNTS RECEIVABLE AND CREDIT POLICIES

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return.

INVENTORY – CONSIGNMENT

Inventory, consisting of used cameras, are primarily accounted for using the specific identification method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

As of August 31, 2018, the Company held inventory comprised solely of used cameras in the amount of $24,533. The purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment.

FOREIGN CURRENCY TRANSLATION

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

	August 31, 2018
Current JPY: US$1 exchange rate	101.02
Average JPY: US$1 exchange rate	109.77

COMPREHENSIVE INCOME OR LOSS

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

REVENUE RECOGNITIONAND DEFERRED REVENUE

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company provides the warranty for the delivery of its service. If the Company cannot deliver its service to customers successfully, the Company retry its operation until the delivery is completed.

In case of the service for the photo contest, the Company applies the percentage of completion method and unfinished part of collected cash is accounted as a deferred revenue.

Revenue for used cameras is recognized when the cameras are delivered to the customer.

NET LOSS PER COMMON SHARE

Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of August 31, 2018.

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions. The Company does not require collateral or other security to support financial instruments subject to credit risks. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

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Note 3 - Acquisition

9 Months Ended

Aug. 31, 2018

Transfers and Servicing [Abstract]

Acquisition

NOTE 3 – ACQUISITION

On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition. Koichi Ishizuka had 72.7% of ownership of the Company. Due to the parent subsidiary relationship on Photozou Koukoku and the Company, under ASC 805-50, the transaction is being accounted for similar to a pooling of interests with carryover basis being used and go forward reporting will have the entities combined from the first day of the first period presented.

PHOTOZOU KOUKOKU CO., LTD.
BALANCE SHEETS
(UNAUDITED)
			May 31, 2018		November 30, 2017
ASSETS
Current Assets
	Cash and cash equivalents	$	3,599	$	9,026
	Accounts receivable - trade		2,549		7,790
	Accounts receivable - related party		5,238		-
	Prepaid expenses		-		2,351
	Inventories- consignment		126,595		11,579
TOTAL CURRENT ASSETS			137,981		30,746
Property, plant and equipment
	Software		1,985		1,920
	Less accumulated depreciation and amortization		(364)		(160)
TOTAL PROPERTY, PLANT AND EQUIPMENT			1,621		1,760
TOTAL ASSETS			139,602		32,506
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable	$	394	$	462
	Due to related party		72,631		59,951
	Advance receipt		118,373		-
	Deferred revenue		-		7,962
TOTAL LIABILITIES			191,398		68,375
STOCKHOLDERS’ EQUITY (DEFICIT)
	Common stock (No Par value, 100,000,000 shares authorized, 10,000 shares issued and outstanding as of May 31, 2017 and November 30, 2017)	$	87	$	87
	Accumulated deficit		(50,926)		(36,275)
	Accumulated other comprehensive income (loss)		(957)		319
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			(51,796)		(35,869)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)		$	139,602	$	32,506

PHOTOZOU KOUKOKU CO., LTD.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
			Three months		Six months		For the period from
			Ended		Ended		March 14, 2017 (Inception)
			May 31, 2018		May 31, 2018		through May 31, 2017
Revenues
	Revenue from cameras sold	$	118,146	$	300,720	$	524
	Service revenue		6,327		13,300		5,429
Total revenues			124,473		314,020		5,953
Cost of revenues			115,042		289,358		441
Gross profit			9,431		24,662		5,512
OPERATING EXPENSES
	General and Administrative Expenses	$	15,276	$	39,313	$	19,236
TOTAL OPERATING EXPENSES		$	15,276	$	39,313	$	19,236
NET LOSS		$	(5,845)	$	(14,651)	$	(13,724)
OTHER COMPREHENSIVE LOSS
	Foreign currency translation adjustment	$	1,018	$	(1,276)	$	(77)
TOTAL COMPREHENSIVE LOSS		$	(4,827)	$	(15,927)	$	(13,801)
BASIC AND DILUTED NET LOSS PER COMMON STOCK		$	(0.58)	$	(1.47)	$	(1.37)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED			10,000		10,000		10,000

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Note 4 - Going Concern

9 Months Ended

Aug. 31, 2018

Going Concern [Abstract]

Going Concern

NOTE 4 - GOING CONCERN

The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and negative cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 5 - Related Party Transactions

9 Months Ended

Aug. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 5 - RELATED-PARTY TRANSACTIONS

For the nine months ended August 31, 2018, the Company borrowed $63,625 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. For the nine months ended August 31, 2018, the Company repaid $16,664 to Photozou Co., Ltd. The total due as of August 31, 2018 was $124,912 and is unsecured, due on demand and non-interest bearing.

For the nine months ended August 31, 2018, the Company rented office space and storage space from the Company’s officer free of charge.

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Note 6 - Concentration

9 Months Ended

Aug. 31, 2018

Risks and Uncertainties [Abstract]

Concentration

NOTE 6 - CONCENTRATION  

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of purchases of inventory on consignment, accounts receivable and revenue.

Concentration of Purchases

For the nine months ended August 31, 2018, 100% of the purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment in the amount of $537,003.

Concentration of Revenues

Net revenues from customers accounting for 10% or more of total revenues are as follows:

For the nine months ended August 31, 2018, 91.0% of the revenue from the sale of cameras was generated from one customer in the amount of $507,949 For the nine months ended August 31, 2018, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami on consignment.

For the nine months ended August 31, 2018, 90.0% of the service revenue was generated from three customers in the amount of $16,471.

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Note 7 - Commitments

9 Months Ended

Aug. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments

NOTE 7 – COMMITMENTS  

On March 17, 2017, the Company entered into an agreement with Telecom Square Taiwan, Inc. (the “Telecom”) whereas the Company will provide management services for a photo contest in consideration of NTD 48,500 ($16,142).

Term of contract

The photo contests shall be held 4 times and the Company shall host and manage the contests through April 30, 2018. The agreement to perform the aforementioned services may be extended with the Telecom’s consent. If the Company delays any service(s) without notice, the Company shall pay a penalty.

Schedule of Services

1st Inspection June 19, 2017 Degree of completion 25%

2nd Inspection September 18, 2017 Degree of completion 50%

3rd Inspection December 18, 2017 Degree of completion 75%

4th Inspection March 19, 2018 Degree of completion 100%

As of August 31, 2018 100% was completed.

On May 1, 2017, the Company entered into a consignment agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY 400,000 ($3,600) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run another three months automatically.

The Company considers the sale of the cameras as being sold on consignment through Mr. Ogami’s efforts because he is responsible for the sale and shipping of the cameras at the expense of Photozou Koukoku. Photozou Koukoku is the legal owner of the camera(s) until the point of sale to the purchaser or purchaser(s).

As of August 31, 2018, the Company had advance receipt of $12,127. This was the receipt for the revenues of used cameras, which the shipment had not been completed by August 31, 2018.

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Note 8 - Subsequent Events

9 Months Ended

Aug. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

NOTE 8 - SUBSEQUENT EVENTS

On September 10, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to these individuals and received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.

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Significant Accounting Policies (Policies)

9 Months Ended

Aug. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated.

BASIS OF PRESENTATION & RESTATEMENT

BASIS OF PRESENTATION & RESTATEMENT

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2017, included in our Form 10-K. All periods presented have been updated for the common control merger disclosed in below causing the prior period presentation to be restated to reflect the merger.

USE OF ESTIMATES

USE OF ESTIMATES

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.

CASH EQUIVALENTS

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

ACCOUNTS RECEIVABLE AND CREDIT POLICIES

ACCOUNTS RECEIVABLE AND CREDIT POLICIES

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return.

INVENTORY - CONSIGNMENT

INVENTORY – CONSIGNMENT

Inventory, consisting of used cameras, are primarily accounted for using the specific identification method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

As of August 31, 2018, the Company held inventory comprised solely of used cameras in the amount of $24,533. The purchase of inventory of cameras was handled by Mr. Takaharu Ogami on consignment.

FOREIGN CURRENCY TRANSLATION

FOREIGN CURRENCY TRANSLATION

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

	August 31, 2018
Current JPY: US$1 exchange rate	101.02
Average JPY: US$1 exchange rate	109.77

COMPREHENSIVE INCOME OR LOSS

COMPREHENSIVE INCOME OR LOSS

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

REVENUE RECOGNITION AND DEFERRED REVENUE

REVENUE RECOGNITIONAND DEFERRED REVENUE

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company provides the warranty for the delivery of its service. If the Company cannot deliver its service to customers successfully, the Company retry its operation until the delivery is completed.

In case of the service for the photo contest, the Company applies the percentage of completion method and unfinished part of collected cash is accounted as a deferred revenue.

Revenue for used cameras is recognized when the cameras are delivered to the customer.

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE

Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of August 31, 2018.

CONCENTRATION OF CREDIT RISKS

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions. The Company does not require collateral or other security to support financial instruments subject to credit risks. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.