8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 2, 2021 

Photozou Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-55806	90-1260322
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4-30-4F, Yotsuya

Shinjuku-ku, Tokyo, 160-0004, Japan

(Address of Principal Executive Offices)

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

Fax number: +81-3-6369-3727

Email: info@photozou.co.jp 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	PTZH	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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 providing pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01 Regulation FD Disclsoure

References to “We,” “Our,” and “the Company,” refer to Photozou Holdings, Inc., a Delaware Company.

On April 2, 2021, Photozou Holdings, Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiary, Photozou Koukoku Co., Ltd. (Japan) began offering for sale used cameras and lenses to American camera enthusiasts via Amazon.com.

The cameras, lenses and related products Photozou Koukoku will offer to US Customers, will be sent from Japan to a US Amazon facility, where they will be managed and sold by FBA, so that customers in the US can receive the products quickly and safely through Amazon's distribution channels. 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”). 

The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

FORWARD LOOKING STATEMENTS

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could provide to be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.

Item 9.01 Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated April 2, 2021

Signatures

Pursuant to the requirements 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.

Dated: April 2, 2021

By: /s/ Koichi Ishizuka

Koichi Ishizuka

President and Director

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EX-99.1

Photozou Holdings, Inc.

3760 Market Street Suite 200

Philadelphia, PA 19104 U.S.A.

URL: http://photozouhd.com

April 2^nd , 2021

Photozou Koukoku Co., Ltd. (Japan) a subsidiary of Photozou Holdings, Inc. (PTZH) has begun offering used cameras and lenses for sale to American camera enthusiasts via Amazon.com.

Photozou Koukoku Co., Ltd a subsidiary of Photozou Holdings, Inc., (an OTC Company trading under the ticker symbol “PTZH”) has been buying used cameras and lenses in Japan and selling them on Amazon and other sales sites in Japan. Now, in addition to this, we are are going to begin selling used cameras and lenses on Amazon in the United States. One can purchase such items from the following US Amazon site.

https://www.amazon.com/s?me=A1IAMHAF715YSA&marketplaceID=ATVPDKIKX0DER

The products will be sent from Japan to a US Amazon facility, where they will be managed and sold by FBA, so that customers in the US can receive the products quickly and safely through Amazon's distribution channels. More than 90% of the world's camera manufacturers are from Japan, and many high-quality used cameras are available in Japan. Based on our own research we believe the global market for digital cameras is estimated to be worth $13 billion in 2020, and the market for used cameras is expected to be about the same. In the future, we will increase the volume of transactions and intend to sell high-quality used cameras and lenses from Japan to camera enthusiasts in the United States.

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For further information, please contact the following.

Photozou Koukoku Co., Ltd.

CEO: Koichi Ishizuka

ishizuka@photozou.co.jp

4F S-Twin Shinjuku, Yotsuya, Shinjuku-ku, Tokyo, JAPAN 160-0004

TEL: +81-3-6869-1589 FAX: +81-3-6369-3727

“Creating the Shared Value through the Photography”

“Photozou” was established in 2005, and its English translation is “a treasury of photography.” We believe in the dynamic power of pictures, and take a pride in safeguarding the treasures and the legacies within. Our goal is to become a pronominal photo sharing & storage SNS provider for both high-end semiprofessional and enthusiastic photographers in the world.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this press release, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could provide to be incorrect. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.