UNITED STATES

SECURITIES AND EXCHANGEEXCHANGE COMMISSION

Washington,D.C. 20549

FORM S-1/A

AMENDMENT NO. 1 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESSECURITIES ACT OF 1933 CURRENT REPORT

Photozou Holdings, Inc. 

Exquisite Acquisition, Inc.

(Exact Namename of registrant as specified in its charter)

Date: September 17, 2018

4-30-4F, Yotsuya

Shinjuku-ku, Tokyo, 160-0004, Japan

ishizuka@off-line.co.jp

Telephone: +81-3-6303-9988

Fax: +81-3-6369-3727

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

2-24-13-904, Kamiosaki

Shinagawa-ku, Tokyo, 141-0021, Japan

(Former Address)

Please send copies of all correspondence to:

V FINANCIAL GROUP, LLC

http://www.vfinancialgroup.com

780 Reservoir Avenue, #123

Cranston, RI 02910

TELEPHONE: (401) 641-0405

FAX: (401) 633-7300

Email: jeff@vfinancialgroup.com

(AddressName, address, including zip code, and telephone number,
including area code, of principal executive offices)

Copies to:

Thomas DeNunzio

780 Reservoir Avenue, #123

Cranston, RI 02910

Telephone (401) 641-0405

Electronic Fax (401) 633-7300agent for service)

Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are beingto be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following boxxbox. |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act Registrationregistration Statement number of the earlier effective Registration Statementregistration statement for the same offering.¨. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same offering.¨|_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same offering.¨.|_|

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accreditednon-accelerated filer, or a smaller reporting company.

CALCULATION OF REGISTRATION FEE

(1) This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)Rule 457(o) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.1933. 

ProspectusTHE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Exquisite Acquisition, Inc.

1,000,000 minimum up to 4,000,000 maximum Shares of Common Stock, $0.025 per shareTHE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

Exquisite Acquisition,PRELIMINARY PROSPECTUS

PHOTOZOU HOLDINGS, INC.

1,891,100 SHARES OF COMMON STOCK

$0.0001 PAR VALUE PER SHARE

Prior to this Offering, no public market has existed for the common stock of Photozou Holdings, Inc. (“Exquisite Acquisition,Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc.” or There is no assurance that the "Company") isShares will ever be quoted on the OTCQB.  To be quoted on the OTCQB, a market maker must apply to make a market in our common stock.  As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

In this public offering on a best-efforts basis a minimum of 1,000,000 and a maximum of 4,000,000our selling shareholders are offering 1,891,100 shares of itsour common stock at a pricestock.  We will not receive any of $0.025 per share. The shares are intended to be sold directly through the efforts of our sole officer and director who is acting as sales agent for this offering. The intended methods of communication include, without limitation, telephone and personal contacts. For more information, see the section titled "Plan of Distribution" herein. This offering constitutes the initial public offering of Exquisite Acquisition, Inc.

The proceeds from the sale of shares by the selling shareholders. Rather our selling shareholders will receive any and all proceeds from this offering. There is no minimum number of shares in thisrequired to be purchased by each investor. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

This primary offering will be payable to Underhill Securities Corp. forterminate upon the benefitearliest of (“fbo”) Exquisite Acquisition, Inc. All subscription funds will be held in trust in a non-interest bearing Trust Account at Wells Fargo Bank. 10 percent(i) such time as all of the offering proceeds will be available to, exclusive of interest or dividends, as those proceeds are deposited into the trust account.. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees, in which case all Trust fees shall be borne by registrant. See the section entitled "Plan of Distribution” herein. Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held. The offering may terminate on the earlier of: (i) the date when the sale of all 4,000,000 shares to be sold by the issuer is completed, (ii) any time after the minimum offering of 1,000,000 shares of common stock is achieved athas been sold pursuant to the discretion of the Board of Directors,registration statement or (ii) 180365 days from the effective date of this document.Prospectus, unless extended by our officers or directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

PriorIn the audit report dated February 12, 2018, our auditors have expressed substantial doubt as to thisour ability to continue as a going concern.

Currently, our Chief Executive Officer Koichi Ishizuka owns approximately 10.76% of the voting power of our outstanding capital stock and Photozou Co., Ltd., of which Mr. Ishizuka also owns and controls, owns approximately 61.78% of the voting power of our outstanding capital stock. After the offering, there has been no public market for Exquisite Acquisition, Inc.'s commonassuming all of the shares that are being registered herein of Mr. Ishizuka and Photozou Co., Ltd. are sold, Mr. Ishizuka and Photozou Co, Ltd. will have the ability to collectively control approximately 65.14% of the voting power of our outstanding capital stock. The Company is a development stage company which currently has limited operations and has not generated any revenue. Therefore, any investment involves a high degree of risk.

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated byestimates the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act"). The offering proceeds and the securities to be issued to investors must be deposited in an account (non-interest bearing) (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. 10 percent of the offering proceeds will be available to, exclusive of interest or dividends, as those proceeds are deposited into the trust account. Except for this amount, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (See Plan of Distribution) has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. It is a requirement under Rule 419(e) of the Securities Act that the net assets or fair market value of any business to be acquired must represent at least 80% of the maximum offering proceeds. This acquisition may be consummated using proceedscosts of this offering loans or equity. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. Theat $15,000. All expenses incurred in this offering are being paid for by the Company. If the Company must return the pro rata portion of the depositedhas insufficient funds to any investor who does not electdo so, it will rely upon funds provided by the Company’s Chief Executive Officer, Koichi Ishizuka. Mr. Ishizuka has no legal obligation to remain an investor. Unless sufficient investors elect to remain investors so thatprovide the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds (minus up to 10% which may be release to the registrant and $1,500 trust agent fee) and none of the deposited securities will be issued to investors. The pro rata portion to be received by investors will not include the 10% of proceeds which may be released to the company.Company funds.

The Company isqualifies as an Emerging Growth Company“emerging growth company” as defined in the Jumpstart Our Business Startups Act.Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.

In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors. Until 90 days after the date funds and securities are released from the trust account pursuant to Rule 419, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus.

THIS INVESTMENT INVOLVESTHESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD ATHE COMPLETE LOSS OF YOUR INVESTMENT.  SEE THE SECTION ENTITLED “RISK FACTORS” HEREINPLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 9.

**The Trust Fee is a flat fee and not calculated on a Per Share basis.

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THISTHE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-1-You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. 

Subject to completion, dated January 26, 2015

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TABLE OF CONTENTS

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PART I: INFORMATION REQUIRED IN PROSPECTUS

ITEM 3 - SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES

SUMMARY INFORMATION

Rights and Protections under Rule 419

The net proceeds (minus commissions) ofYou should rely only on the information contained in this offering will be placedprospectus or contained in an trust account untilany free writing prospectus filed with the completion of a merger or acquisition as detailed herein (other than up to ten percent (10.0%) of the proceeds that may be released to the company upon completion of the offering, which is expected to occur prior to entry into an acquisition agreement). The registrant may not be successful in the offering or a merger or acquisition. Such trust funds may not be used for salaries or reimbursable expenses. Underhill Securities Corp is acting as Trust Agent for this offering.

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") underCommission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities Act of 1933,and Exchange Commission. We take no responsibility for, and can provide no assurance as amended (the "Securities Act"). The offering proceeds and the securities to be issued to investors must be deposited in a trust account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred. Except for an amount up to ten per cent (10.0%) of the deposited funds otherwise releasable, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (See Plan of Distribution) has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. If funds and securities are released from the trust account to us pursuant to Rule 419(e), the prospectus shall be supplemented to indicate the amount of funds and securities released and the date of release. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the returnreliability of, a pro rata portion of the deposited fundsany other information that others may give you. We are offering to sell, and none of the deposited securities will be issuedseeking offers to investors.buy, our common stock only in jurisdictions where offers and sales are permitted. The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company. In the event an acquisition is not consummated within eighteen (18) months of the effective date ofinformation contained in this prospectus the deposited funds will be returned on a pro rata basis to all investors.

The reconfirmation offer must commence within five (5) business days after the effective dateis accurate only as of the post-effective amendment. The post-effective amendment will contain information about the acquisition/merger candidate including their financials. The reconfirmation is for the protection of the investors as investors will have an opportunity to review information on the merger/acquisition entity and to have their subscriptions canceled and payment refunded or reconfirm their subscriptions. A prospectus contained in a post-effective amendment in connection with a reconfirmation offer will be sent to each investor whose securities are held in the trust account by first class mail or other equally prompt means. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions:

(1) The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the trust account within five business days after the effective date of the post-effective amendment;

2) Each investor will have no fewer than twenty (20), and no more than forty five (45), business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;

(3) If the Company does not receive written notification from any investor within forty five (45) business days following the effective date, the pro rata portion of the Deposited Funds held in the trust account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means; (The pro rata portion to be received by investors will not include the ten percent (10%) of proceeds which may be released to the company.)

(4) The acquisition(s) will be consummated only if sufficient investors elect to reconfirm their investments so that the remaining funds are adequate to allow the Acquisition to be consummated; and

(5) If a consummated acquisition(s) has not occurred within eighteen (18) months from the date of this prospectus, regardless of the Deposited Funds heldtime of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 The date of this prospectus is September 17, 2018.

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PROSPECTUS SUMMARY

In this Prospectus, ‘‘Photozou Holdings,” the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to Photozou Holdings, Inc., unless the context otherwise requires. Unless otherwise indicated,” the term ‘‘fiscal year’’ refers to our fiscal year ending November 30. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the trust account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means minus up to ten percent (10%) that may be released to the registrant“Risk Factors” section and the $1,500.00 trust agent fee. The pro rata portion to be received by investors will not include the 10%“Management’s Discussion and Analysis of proceeds which may be released to the company.Financial Position and Results of Operations” section in this Prospectus.

-4- This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 4, and the financial statements, before making an investment decision.

PROSPECTUS SUMMARYAll dollar amounts refer to US dollars unless otherwise indicated.  

The following summary is qualified in its entirety by detailed information appearing elsewhere in this prospectus ("Prospectus"). Each prospective investor is urged to read this Prospectus, and the attached Exhibits, in their entirety.Company

THE COMPANY

Business Overview

The Company was originally incorporated with the name Exquisite Acquisition, Inc. ("Exquisite Acquisition, Inc." or, under the "Company"), incorporated inlaws of the State of Delaware on September 29, 2014, iswith an objective toengage in any lawful act acquire, or activity formerge with, an operating business.

On January 13, 2017, Thomas DeNunzio, our former controlling shareholder, transferred 8,000,000 shares of our common stock, which corporations may be organized underrepresented all of our issued and outstanding shares at theGeneral Corporation Law time, to Photozou Co., Ltd.

Following the closing of Delaware (the "DGCL"). The Company has beenthe share purchase transaction described above, Photozou Co., Ltd. gained a 100% interest in the developmental stage since inceptionissued and has no operations to date. Other than issuingoutstanding shares to its originalof our common stock and became the controlling shareholder of the Company never commenced any operational activities.Company.

The Company was formed byOn January 13, 2017, Mr. Thomas DeNunzio the initial director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition.resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

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

Mr. DeNunzio,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 President and Director, electedCompany sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to commence implementationRule 419.

On May 8, 2018, we conducted a stock cancellation of the Company's principal business purpose, described below under "Planabove 3,037,300 shares and the total funds of Operation". As such,$75,933 were returned to investors. The cancellation of the shares and return of funds was due to the fact that we did not make an acquisition in the allotted time granted by Rule 419.

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

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company’s primary business is focused on online advertising and the sale of cameras on consignment.

On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 3,028,900 shares of common stock to these individuals and received $75,723 as aggregate consideration. Each shareholder paid $0.025 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 "shell" company, whose sole purpose attotal of 7,000 shares of common stock to this time is to locateindividual and consummate a merger or acquisition with a private entity.received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

The proposed business activities described herein classifyaforementioned sale of shares was exempt from registration in accordance with Regulation S of the CompanySecurities Act of 1933, as a "blank check" company. Many states have enacted statutes, rulesamended ("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 regulations limiting the sale securities of "blank check" companies in their prospective jurisdictions. Our sole officer and director, Mr. DeNunzio, does not intend to undertake anyno directed selling efforts to cause a market to developwere made in the Company's securities until such timeUnited States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

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 the Company has successfully implemented its business plan described herein. Mr. DeNunzio as the sole officer and director and sole signatory on this registration statement is bound thereby by Rule 419 as it relates to theaggregate consideration. Each shareholder paid $0.025 USD per share.

The aforementioned sale of his shares.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.

As of the date of this prospectus, the Company has 8,000,000 shares of $0.0001 par value common stock issued and outstanding and are all held by Thomas DeNunzio our sole officer, director and shareholder.

Exquisite Acquisition, Inc.’s operations and corporateOur principal executive offices are located at 780 Reservoir Avenue, Cranston RI 02910, with a telephone number of (401) 641-0405.4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

Exquisite Acquisition, Inc.’sThe Company has elected November 30th as its fiscal year endend.

We are a start-up stage company, and our business plan has not yet been fully carried out.

In their audit report dated February 12, 2018, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business.

The Company estimates the costs of this offering at $15,000. All expenses incurred in this offering are being paid for by the Company. If the Company has insufficient funds to do so, it will rely upon funds provided by the Company’s Chief Executive Officer, Koichi Ishizuka. Mr. Ishizuka has no legal obligation to provide the Company funds.

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Our Offering

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 8,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 1,891,100 shares. These shares represent 1,891,100 shares of common stock held by our selling stockholders. The selling stockholders will sell shares at a fixed price of $0.20 for the duration of the offering. There is November 30th.no arrangement to address the possible effect of the offering on the price of the stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

*We will notify investors of any extension to this offering by filing a supplement to our prospectus pursuant to Rule 424(b)(3).

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Currently, our Chief Executive Officer Koichi Ishizuka owns approximately 10.76% of the voting power of our outstanding capital stock and Photozou Co., Ltd., of which Mr. Ishizuka also owns and controls, owns approximately 61.78% of the voting power of our outstanding capital stock. After the offering, assuming all of the shares that are being registered herein of Mr. Ishizuka and Photozou Co., Ltd. are sold, Mr. Ishizuka and Photozou Co, Ltd. will have the ability to collectively control approximately 65.14% of the voting power of our outstanding capital stock. 

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.

RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

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An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Risks Relating to Our Company and Our Industry

We only have one officer and director, Koichi Ishizuka, and should we lose his services for any reason our business would be adversely affected.

Due to the fact that our Company, at present, only has one Executive Officer and Director, should we lose his services our business operations would be adversely affected and, most likely, we would be forced to cease or suspend all operations.

At present the Company relies on Mr. Takaharu Ogami for all purchasing and selling activities. Should we lose his services, we would have to restructure the entirety of our used camera operations.

Currently all purchasing of used inventory, and subsequent selling of used inventory, is handled by Takaharu Ogami, with whom we have signed an agreement with to act as an independent contractor. As we have delegated the entire used camera portion of our business operations to Mr. Ogami, should we lose his services as an independent contractor we would be forced to entirely overhaul our used camera business and seek another arrangement for the purchase and subsequent sale of used cameras.

At present we are supplied office and storage space free of charge by our Chief Executive Officer. However, should he no longer offer us this space, or alternatively should he decide to charge rent for the space, our operations could be adversely affected.

The Company is provided storage and office space rent free by our Chief Executive Officer, Mr. Koichi Ishizuka. However, Mr. Ishizuka is under no obligation to continue to provide the Company this office and storage space rent free, or to provide this space to the Company at all. In the event that Mr. Ishizuka decides to charge rent for this space, we would either have to pay the rent or find an Emerging Growth Company as definedalternative location from which to conduct business. Also, in the Jumpstart event Mr. Ishizuka decides to no longer offer this space to the Company at all, we would have no choice but to relocate and find other office and storage space from which to carry out our operations.

Our Business Startups Act.used camera business is entirely dependent upon how many used cameras we are able to purchase from consumers. In the event we are not able to obtain used cameras in significant quantities, our business could be materially affected.

Given the fact that we rely entirely on purchasing used cameras from individual consumers, for the used camera portion of our business, there can be no assurances as to how many cameras we will have in stock at any point in time. The number of cameras we are able to purchase could vary based on a great many factors including, but not limited to, how many individuals are looking to sell used cameras in Japan, competition we may face from other used camera purchasers, general demand for cameras. Given that we cannot accurately predict how many used cameras we will be able to acquire in a given fiscal year, it is difficult to forecast the results of our operations.

Our marketing plans, at present, rely entirely on business connections and advertising on the Photozou-Social Networking Service. Should this prove ineffective, we may be forced to alter our marketing plans significantly.

At present, our marketing plans are limited to personal relationships that our Chief Executive Officer or independent contractor may have as well as advertising on the Photozou-Social Networking Service. The Photozou-Social Networking Service, also referred to herein as the “Photozou-SNS,” is a social networking website used primarily for photo sharing among users. The online social networking website is owned entirely by Photozou Co., Ltd., a Japan Corporation, which our CEO and Director, Koichi Ishizuka, also owns and controls in its entirety.

In the event that we are not able to generate significant interest in our operations from either, or both of the aforementioned advertising methods, then we may be forced to alter our marketing plan substantially. In the event that we cannot do so adequately, the material results of our business could suffer.

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In the absence of substantive revenue, we may be forced to rely on additional funding from Photozou Co., Ltd.

At present, we have not generated enough revenue to carry out our operations for any great length of time. For the six months ended May 31, 2018, the Company borrowed $49,731 from Photozou Co., Ltd., which is owned by our Chief Executive Officer, Mr. Koichi Ishizuka, and the total amount is due on demand and non-interest binding. Photozou Co., LTD. is under no obligation to continue to provide us with funding. In the event that we require additional funding, and Photozou Co., LTD., or Koichi Ishizuka does not agree to provide us with additional capital, we may be forced to find alternative methods of financing or our business operations could be adversely affected and we may be forced to cease operations entirely.

Our advertising services are limited to creating advertisements on the Photozou-SNS. Should anything happen to the Photozou-SNS that would limit our ability to create advertisements on the platform, our business could be affected.

The Company shalladvertising services we offer to independent third parties comprise of banner advertisements that can be displayed on the Photozou-SNS. In the event that we are no longer able to create advertisements on this platform for any reason at all, including, but not limited to, the SNS becoming unavailable, a shift in the functions of the website, a fundamental change in their policies, etc. then we would no longer be able to offer the same advertising services. We would be forced to reevaluate and change our advertising services or, in a worst case scenario, suspend our efforts to offer advertising entirely.

Should we fail to attract interest in the photo contests we host, and intend to continue to be deemed an emerging growth company untiloffer to third parties on the earliest of—Photozou-SNS, then we may have difficulty attracting additional clients to utilize this service.

‘(A)A portion of our advertising services are comprised of organizing and conducting photo contests on the last day ofPhotozou-SNS. In the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000.00 (as such amount is indexed for inflation every five (5) years by the Commissionevent that we are not able to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the thresholdattract enough participants to the nearest 1,000,000.00)photo contests, then third parties may not see our photo contests as a valuable method of advertisement for them/their company. In the event that we cannot generate enough publicity or more;interest in these contests, we may be forced to suspend them entirely or rework them in a manner that is appealing to the public and encourages participation.

‘(B) the last dayIf we are unable to hire qualified personnel and motivate key personnel, we may not be able to grow effectively.

Our future success depends on our continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuantour organization. Competition in our industry for qualified employees is very competitive. Our continued ability to an effective registration statement under this title;compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

‘(C) the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000.00 in non-convertible debt; or

‘(D) the date on which such issuer is deemedIn their audit report dated February 12, 2018, our auditors have expressed substantial doubt as to beour ability to continue as a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’going concern.

As described in their audit report dated February 12, 2018 our auditors have expressed substantial doubt as to our ability to continue as a going concern. The reason being is that the Company has suffered recurring losses from operations and has not yet established a source of revenue to cover our operating costs which raises substantial doubt about our ability to continue as a going concern. It is possible that we may be unable to operate in the future without an emergingopinion of going concern from our auditors. An investor may find the aforementioned opinion of a going concern unappealing and may not want to purchase shares of our common stock for this reason.

Our revenues generated were primarily from a small number of customers.

For the six months ended May 31, 2018, 87.2% of the revenue from the sale of cameras was generated from only one customer, and was in the amount of $263,681. For the six months ended May 31, 2018, 61.7% of our service revenue was generated from only one customer and was in the amount of $8,203. If we lose either of these customers who are responsible for a great deal of our revenues, our revenues will suffer and you may lose some or all of your investment.

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We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small developing company. As a result, we may not be very profitable and we may not be able to generate sufficient revenue to develop as we have planned.

We have only recently adopted a bona fide business plan. Currently, we operate through our wholly owned subsidiary Photozou Koukoku Co., Ltd. The likelihood of our success must be considered in light of the expenses and difficulties in development of a customer base nationally, attaining and retaining customers and obtaining financing to meet the needs of our plan of operations. Since we have a limited operating history we may not be very profitable and we may not be able to generate sufficient revenues to meet our expenses and support our anticipated activities.

We are an early stage company with an unproven business strategy and may never be able to fully implement our business plan or achieve profitability.

We are at an early stage of development of our operations as a company. We have only recently started to operate business activities and have generated no significant revenue from such operations. A commitment of substantial resources to conduct time-consuming research in many respects will be required if we are to complete the development of our company into one that is more profitable. There can be no assurance that we will be able to fully implement our business plan at reasonable costs or successfully operate. We expect it will take several years to implement our business plan fully, if at all.

Our Principal executive offices are located in Japan and our Company has non-U.S. resident Officers and Directors. As such, it may be difficult to pursue legal action against our Company or Directors.

Due to the fact that our Company’s executive office is located in Japan and our Company has non-U.S. resident Officers and Directors, the enforceability of civil liability provisions of U.S. federal securities laws against the company’s Officers and Directors, and company assets located in foreign jurisdictions, will be limited if possible at all.

Our limited operating history makes it difficult for us to accurately forecast net sales and appropriately plan our expenses.

We have a very limited operating history. As a result, it is difficult to accurately forecast our net sales and plan our operating expenses. This inability could cause our net income, if there is any income at all, in a given quarter to be lower than expected.

We expect our quarterly financial results to fluctuate.

We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

• Our ability to retain, grow our business and attract new clients;

• Administrative costs;

• Advertising and other marketing costs;

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.

Currently, Koichi Ishizuka, through his own personal interest and interest through Photozou Co., Ltd., has a substantial voting power in all matters submitted to our stockholders for approval.

Currently, our Chief Executive Officer Koichi Ishizuka owns approximately 10.76% of the voting power of our outstanding capital stock and Photozou Co., Ltd., of which Mr. Ishizuka also owns and controls, owns approximately 61.78% of the voting power of our outstanding capital stock. As a result, Koichi Ishizuka, through his own personal interest and interest through Photozou Co., Ltd., has a substantial voting power in all matters submitted to our stockholders for approval including:

• Election of our board of directors;

• Removal of any of our directors;

• Amendment of our Certificate of Incorporation or bylaws;

• Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of his ownership, Koichi Ishizuka is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by Koichi Ishizuka could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Koichi Ishizuka’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

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The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

-be exempt from the company is exempt fromprovisions of Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requiresSarbanes-Oxley Act requiring that theits independent registered public accounting firm shall, in the sameprovide an attestation report attest to and report on the assessment on the effectiveness of theits internal control structure and procedures forover financial reporting.reporting;

-5- -be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

As an emerging growth company-be permitted to omit the company is exemptdetailed compensation discussion and analysis from Section 14Aproxy statements and B ofreports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and

-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which requiremay increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

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We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of executive compensationany golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and golden parachutes.our stock price may be more volatile.

The Company has irrevocably opted outIn addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standardsstandards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

Due to the fact that we are a publicly reporting company we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly because an external third party consultant(s), attorney, or firm, may have to assist us in following the applicable rules and regulations for each filing on behalf of the company.

We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and director have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.

Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Our sole officer and director lacks experience in, and with, the reporting and disclosure obligations of publicly-traded companies.

Our sole officer and director lacks experience in, and with, the reporting and disclosure obligations of publicly-traded companies and with serving as an officer and or director of a publicly-traded company. This lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to our officer’s and director’s ultimate lack of experience in our industry and with publicly-traded companies and their reporting requirements in general.

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Risks Relating to the Company’s Securities

We do not intend to pay dividends on our common stock.

We have no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade below the initial public offering price.

Prior to this offering there has been no public market for our common stock. The initial public offering price for our common stock is fixed at $0.20 per share. This offering is being made on “best efforts” basis. The fixed price that our common stock is offered at pursuant to Section 107(b)this offering is not indicative of the Act.

THE OFFERING

Exquisite Acquisition, Inc. is offering, on a best efforts basis, a minimummarket price of 1,000,000 and a maximum of 4,000,000our common stock after this offering. If you purchase shares of itsour common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of $0.025 per share.Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

We may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.

Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares of common stock, of which 8,000,000 shares are issued and outstanding as of September 17, 2018. The proceeds fromfuture issuance of our common shares may result in substantial dilution in the salepercentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

We may issue shares of preferred stock in the future which may adversely impact your rights as holders of our common stock.

Our Certificate of Incorporation authorizes us to issue up to 20,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. At this offeringtime we have no shares of preferred stock issued and outstanding.

Our preferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

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Risks Relating to this Offering

The trading in our shares will be payable to "Underhillregulated by the Securities Corp. fbo, Exquisite Acquisition, Inc.” and will be deposited inExchange Commission Rule 15G-9 which established the definition of a non-interest bearing bank account until the trust conditions are met and thus no interest shall be paid to any investor or to the Company. The trust conditions are as follows:“Penny Stock.”

(1) The Trust Agent has received written certification fromshares being offered are defined as a penny stock under the CompanySecurities and anyExchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other evidence acceptablethan certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the Trust Agent thatbroker-dealer. For transactions covered by the Company has executed an agreement forpenny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the acquisition(s) of a business(es)actual sale or purchase price and actual bid and offer quotations, the value of which represents at least eighty percent (80.0%) of the maximum offering proceeds (the acquisitioncompensation to be completed throughreceived by the use ofbroker-dealer and certain associated persons, and must deliver certain disclosures required by the proceeds of this offering, loans or equity)Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.

Our sole officer and director has filed theno experience managing a public company, which is required post-effective amendment, the post-effective amendmentto establish and maintain disclosure controls and procedures and internal control over financial reporting.

Our sole officer and director has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed,no experience managing a public company, which is required to establish and the Company has satisfiedmaintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the prescribed conditionsvarious rules and regulations, which are required for a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of the reconfirmation offer(sufficient must have votedyour losing your entire investment in favor of reconfirmation so that the remaining funds are adequate to allow the acquisition to be consummated); andus.

(2) The acquisition(s)Due to the lack of the business(es) the value of which represents at least eighty percent (80.0%) of the maximum offering proceeds is (are) consummated ora trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

(3) The deposited funds shall be returned to investors in the event that the minimum offering amountWe are not registered on any market or public stock exchange. There is not raised within one hundred eighty (180) days, in which case the securities are returned to the company.

All subscription agreements and checks are irrevocable and should be delivered to Exquisite Acquisition, Inc., at the address provided on the Subscription Agreement. Failure to do so will result in checks being returned to the investor who submitted the check. Any such irrevocability is subject to an investor’s rights of reconfirmation and, in the event applicable conditions are satisfied, return of proceeds.

All subscription funds will be held in trustpresently no demand for our common stock and no funds shall be releasedpublic market exists for the shares being offered in this prospectus. We plan to Exquisite Acquisition, Inc. until suchcontact a time asmarket maker immediately following the trust conditions are met (see the section titled "Plan of Distribution" herein) other than ten percent (10.0%) which may only be released to Exquisite Acquisition Inc. upon completion of the offering. (Seeoffering and apply to have the section titled "Plan of Distribution" herein).shares quoted on the OTCQB. The offering may terminate at any time after the minimumOTCQB is reached at the discretion of the Board of Directors up to the timea regulated quotation service that the offering is filled or a maximum of one hundred eighty (180) days. days from the effective date of this document. If the Minimum Offeringdisplays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not achieved within one hundred eighty (180) daysa issuer listing services, market or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this prospectus, all subscription funds will be returned to investors promptly without interest (sincefiling, there have been no discussions or understandings between the funds are being heldCompany and anyone acting on our behalf, with any market maker regarding participation in a non-interest bearing account) or deduction of fees. The amount of funds actually collected in the trust account from checks that have cleared the interbank payment system, as reflected in the records of the insured depository institution,future trading market for our securities. If no market is the only factor assessed in determining whether the minimum offering condition has been met. Such minimum must be reached prior to the expiration of the offering. The Company will cause to be issued stock certificates of common stock purchased within five (5) day of the receipt of subscription to allow for the clearance of funds and will within one (1) day of issuance cause such shares to be delivered to the trust agents account at Wells Fargo Bank.

Mr. DeNunzio, our sole officer and director may not purchase any shares covered by this registration statement.

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act").The offering proceeds and the securities to be issued to investors must be deposited in an trust account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred. Except for an amount up to ten percent (10.0%) of the deposited funds otherwise releasable upon completion of the offering, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (See Plan of Distribution) has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds and none of the deposited securities will be issued to investors. In the event an acquisition is not consummated within eighteen (18) months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors. The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company.

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The reconfirmation offer must commence within five (5) business days after the effective date of the post-effective amendment. The post-effective amendment will contain information about the acquisition/merger candidate including their financials. The reconfirmation is for the protection of the investors as investors will have an opportunity to review information on the merger/acquisition entity and to have their subscriptions canceled and payment refunded or reconfirm their subscriptions. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions:

(1) The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the trust account within five business days after the effective date of the post-effective amendment;

2) Each investor will have no fewer than twenty (20), and no more than forty five (45) business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;

(3) If the Company does not receive written notification from any investor within 45 business days following the effective date, the pro rata portion of the Deposited Funds held in the trust account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means; (The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company.)

(4) The acquisition(s) will be consummated only if sufficient investors elect to reconfirm their investments so that the remaining funds are adequate to complete the acquisition; and

(5) If a consummated acquisition(s) has not occurred within eighteen (18) months from the date of this prospectus, the Deposited Funds held in the trust account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means minus up to ten percent (10.0%) that may be released to the registrant after reaching the minimum offering and the $1,500.00 trust agent fee. The pro rata portion to be received by investors will not include the ten percent (10%) of proceeds which may be released to the company.

The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

Exquisite Acquisition, Inc. has secured Mountain Share Transfer of Atlanta, Georgia as its transfer agent. The Company expects to seek quotations for its securities upon completion of the offering and a merger/acquisition and the reconfirmation offering.

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no marketever developed for our common stock, exists. Please referit will be difficult for you to the sections entitled "Risk Factors" and "Dilution" before making an investmentsell any shares you purchase in this stock.offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

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SUMMARY OF OUR FINANCIAL INFORMATION

The following table sets forth summaryselected financial data derived from our financial statements. The datainformation, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis” section and the accompanying financial statements and related notes and other financial information included elsewhere in this prospectus.Prospectus.

(1) The above values are from the Form 10-K originally filed on February 28, 2017. These values are not restated for the combination of entities under common control.

Audited Statement

(1) The above values are from the Form 10-K originally filed on February 28, 2017. These values are not restated for the combination of Operations Dataentities under common control.

(1) The values in this column are restated for combination of entities under common control.

(1) The values in this column are restated for combination of entities under common control. 

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The Company is electing to not opt out of JOBS Act extended accounting transition period.  This may make its financial statements more difficult to compare to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

Emerging Growth Company

The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

Audited Balance Sheet Data

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RISK FACTORS

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock. This section discloses all of the material risks of an investment in this Company.

HAVING A SOLE OFFICER AND DIRECTOR MAY HINDER OPERATIONS RESULTING IN THE FAILURE OF THE BUSINESS. Exquisite Acquisition, Inc.’s operations depend solely on the efforts of Thomas DeNunzio, the sole officer and director of the Company. Because of this, the Company may be unable to offer and sell the shares in this offering, develop our business or manage our public reporting requirements should Mr. DeNunzio be left unable to fulfill these tasks successfully. The Company cannot guarantee that it will be able overcome any such obstacles. While seeking a business combination, our sole officer and director, Mr. DeNunzio anticipates devoting ten hours per month to the business of the Company. The Company's officer has not entered into a written employment agreement with the Company and is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of our sole officer and director, Mr. DeNunzio, loss of the services of this individual would adversely affect development of the Company's business and its likelihood of continuing operations. The Company has no other full or part time employees. See "DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

POTENTIAL CONFLICTS OF INTEREST MAY RESULT IN LOSS OF BUSINESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Thomas DeNunzio is involved in other employment opportunities and may periodically face a conflict in selecting between Exquisite Acquisition, Inc. and other personal and professional interests. The Company has not formulated a policy for the resolution of such conflicts should they occur. If the Company loses Thomas DeNunzio to other pursuits without a sufficient warning, the Company may, consequently, go out of business.

RULE 419 LIMITATIONS MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Rule 419 requires that the securities to be issued and the funds received in this offering be deposited and held in a trust account pending the completion of a qualified acquisition. Before the acquisition can be completed and before the funds and securities can be released, the Company will be required to update its registration statement with a post-effective amendment. After the effective date of any such post-effective amendment, the Company is required to furnish investors with the new prospectus containing information, including audited financial statements, regarding the proposed acquisition candidate and its business. Investors must decide to remain investors or require the return of their investment funds. Any investor not making a decision within 45 days of the effectiveness of the post-effective amendment will automatically receive a return of his investment funds. Up to 10% of the proceeds from the offering may be released to the Company and therefore may not be returned to investors.

Although investors may request the return of their funds in connection with the reconfirmation offering required, the Company's shareholders will not be afforded an opportunity to approve or disapprove any particular transaction.

NO FACT THAT NO AUDITED FINANCIAL STATEMENTS ARE BEING REQUIRED PRIOR TO BUSINESS COMBINATION BEING DEEMED PROBABLE MAY DECREASE CONFIDENCE IN AVAILABLE FINANCIALS. The Company shall not require the business combination target to provide audited financial statements until it is probable that an agreement for merger or acquisition may be reached, thus there is the risk that the unaudited statements which are provided to the Company during its due diligence may contain errors that an audit would have found thus exposing the investors to the risk that the business combination target may not be as valuable as it appears during the combination approval process. It is anticipated that any acquisition will not be deemed probable until the point of the signing of either a Letter of Intent (“LOI”) or agreement. The audits will be required at this time in order to be included in the post-effective amendment required by Rule 419. The Issuer does not anticipate seeking such acquisition until the point that the minimum offering has been exceeded and sales have ceased.

PROHIBITION TO SELL OR OFFER TO SELL SHARES IN TRUST ACCOUNT MAY LIMIT LIQUIDITY FOR A SIGNIFICANT PERIOD OF TIME. It shall be unlawful for any person to sell or offer to sell Shares held in the trust account other than pursuant to a qualified domestic relations order or by will or the laws of descent and distribution. As a result investors may be unable to sell or transfer their shares for a significant period of time.

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THE FACT THAT THE COMPANY HAS DISCRETIONARY USE OF PROCEEDS IN THIS "BLANK CHECK" OFFERING MAY LEAD TO UNCERTAINTY AS TO FUTURE BUSINESS SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. As a result our sole officer and director, Mr. DeNunzio's broad discretion with respect to the specific application of the net proceeds of this offering, this offering can be characterized as a "blank check" offering. Although substantially all of the net proceeds of this offering are intended generally to be applied toward affecting a Business Combination, such proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in the Company without an opportunity to evaluate the specific merits or risks of any one or more business combinations. There can be no assurance that determinations ultimately made by the Company relating to the specific allocation of the net proceeds of this offering will permit the Company to achieve its business objectives. See "Description of Business."

MR. DENUNZIO’S LACK OF EXPERIENCE MAY RESULT IN THE ACQUISITION OR ATTEMPTED ACQUISITION WITHOUT DISCOVERY OF ADVERSE FACTS WHICH MAY RESULT IN A FAILED ACQUISITION.

TheOur company may not discover or adequately evaluate adverse facts about a potential opportunity or business acquisition given Mr. DeNunzio’s lack of experience in the acquisition field. Mr. DeNunzio plans to devote approximately 10 hours per month to the issuer. Basic review of any acquisition candidate will include googling the officers and directors, and determining if the listed assets on the financials are adequate to complete a merger/acquisition under Rule 419. The Board of Directors does intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided, the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.

AN ACQUISITION CANDIDATE MAY BE IN THE EARLY STAGES OF DEVELOPMENT OR MAY BE FINANCIALLY UNSTABLE WHICH MAY RESULT IN A FAILED ACQUISITION OR IN FAILURE OF THE BUSINESS AFTER AN ACQUISITION.

A target company may be financially unstable, or may be in its early stages of development or growth without established records of sales or earnings. Thus it is possible that any such acquisition will fail or that the company’s business may fail after completion of an acquisition resulting in a complete loss of the investor’s investment.

THE COMPANY’S SECURITIES ARE SUBJECT TO THE PENNY STOCK RULES WHICH MAY LIMIT INVESTMENT.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than five dollars ($5.00) (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all. Investors in penny stocks may be entitled to cancel the purchase and receive a refund if a sale is in violation of the penny stock rules or other federal or states securities laws and if a penny stock is sold to the investor in a fraudulent manner, investors may be able to sue the persons and firms that committed the fraud for damages.

MR. DENUNZIO MAY NOT PAY ALL THE EXPENSES OF THE OFFERING RESULTING IN THE FAILURE TO COMPLETE THIS OFFERING WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Mr. DeNunzio has agreed to pay all the expenses of this offering however there is no enforceable agreement to this effect and thus in the event that Mr. DeNunzio fails to pay all the expenses of this offering, the offering may not be completed resulting in the lack of success of the Company’s business plan. Mr. DeNunzio will pay any expenses not covered by the amounts raised in the offering or which cannot be released until after the offering is completed.

REGULATIONS CONCERNING "BLANK CHECK" ISSUERS MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The ability to register or qualify for sale the Shares for both initial sale and secondary trading is limited because a number of states have enacted regulations pursuant to their securities or "blue sky" laws restricting or, in some instances, prohibiting, the sale of securities of "blank check" issuers, such as the Company, within that state. In addition, many states, while not specifically prohibiting or restricting "blank check" companies, may not register the Shares for sale in their states. Because of such regulations and other restrictions, the Company's selling efforts, and any secondary market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or a blue sky application has been filed and accepted or where the Shares have been registered.

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NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has had no operating history nor any revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity. This may lessen the possibility of finding a suitable acquisition or merger candidate as such loss would be inherited on their financial statements. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination.

SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS RESULTS IN NO ASSURANCE OF SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The success of the Company's proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While our sole officer and director, Mr. DeNunzio intends to seek business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company's operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond the Company's control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS MAY LIMIT POSSIBLE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company is and will continue to be an insignificant participant inemerging growth company until the businessearliest of:

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Table of seeking mergers with, joint ventures with and acquisition of small private entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisition of companies which may be desirable target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities thanContents

MANAGEMENT’S DISCUSSION AND ANALYSIS

On May 31, 2018, the Company entered into and consequently,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, will be at10,000 shares of common stock of Photozou Koukoku Co., Ltd., a competitive disadvantageJapan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in identifying possible business opportunities and successfully completing a business combination. Moreover,consideration of 1,000,000 JPY ($9,190 USD as of the Company will also compete in seeking merger or Acquisition candidates with numerous other small public companies.

SINCE THERE IS NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION AND NO STANDARDS FOR BUSINESS COMBINATION THE INVESTORS MAY NOT APPROVE THE TRANSACTION WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.exchange rate May 31, 2018). The Company has no arrangement, agreement or understanding with respect to engaging insince gained a merger with, joint venture with or acquisition of, an entity. There can be no assurance the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Our sole officer and director have not identified any particular industry or specific business within an industry for evaluations. The Company has been100% interest in the developmental stage since inceptionissued and has no operations to date. Other than issuingoutstanding shares to its original shareholder,of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company never commenced any operational activities. ThereCompany.  

Liquidity and Capital Resources

As of May 31, 2018 and November 30, 2017, we had cash and cash equivalents in the amount of $3,599 and 84,959, respectively. The decrease in cash is no assurance the Company will be able to negotiate a business combination on terms favorableattributed to the Company.event on May 8, 2018 whereas, we conducted a stock cancellation of 3,037,300 shares and returned funds of $75,933 to investors. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which the Company would not consider a business combination in any form with such business opportunity. It is a requirement under Rule 419(e)cancellation of the Securities Actshares and return of funds was due to the fact that we did not make an acquisition in the net assets or fair market value of any business to be acquired must represent at least 80.0% of the maximum offering proceeds. The acquisition may be consummated through the use of the offering proceeds, loans or equity.allotted time granted by Rule 419.

THE COMPANY’S REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company will be requiredCurrently, our cash balance is not sufficient to provide certain information about significant acquisition, including certified financial statementsfund our operations and our revenues cannot cover our cost and expenses for any substantive period of time. We have been utilizing and may utilize funds from Photozou Co., Ltd., our parent company owned and managed by Koichi Ishizuka, our CEO. Photozou Co., Ltd,. and Koichi Ishizuka, however, have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, acquired, covering one or two years, depending on the relative size of the acquisition. The time andwe have very limited operating history. After a twelve-month period we may need additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects thatfinancing but currently do not have or are unable to obtain the required audited statements may not be appropriateany arrangements for acquisition so long as the reporting requirements of the 1934 Act are applicable.such financing.

THE COMPANY’S LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has neither conducted, norIf we need additional cash and cannot raise it, we will either have others made available to it, results of market research indicating that market demand exists forsuspend operations until we do raise the transactions contemplated bycash we need, or cease operations entirely.

For the Company. Moreover,six months ended May 31, 2018, the Company does not have,borrowed $49,731 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, our CEO. For the six months ended May 31, 2018, the Company repaid $8,271 to Photozou Co., Ltd. The total due as of May 31, 2018 was $118,371 and does not plan to establish, a marketing organization. Evenis unsecured, due on demand and non-interest bearing.

Revenues

For the three months ended May 31, 2018 and 2017, we generated revenues in the event demand is identified for a merger or acquisition contemplated byamount of $124,473 and $5,953, respectively. For the Company, there is no assurancesix months ended May 31, 2018 and 2017, we generated revenues in the Company will be successful in completing any such business combination.amount of $314,020 and $5,953, respectively.

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THE COMPANY’S LACK OF DIVERSIFICATION MAY LIMIT FUTURE BUSINESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company's proposed operations, even if successful, willOur increase in all likelihood result in the Company engaging in a business combination with only one business opportunity. Consequently, the Company's activities will be limited to those engaged in by the business opportunity which the Company merges with or acquires. The Company's inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risksrevenues is associated with the Company'san influx in operations.

THE COMPANY MAY FALL UNDER POSSIBLE INVESTMENT COMPANY ACT REGULATION WHICH MAY INCREASE COSTS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. AlthoughOur Revenues were generated from the sale of used cameras and also advertising services.

Net Loss

We recorded a net loss of $19,170 and $19,605 for the three months ended May 31, 2018 and 2017, respectively. We recorded a net loss of $42,749 and $26,056 for the six months ended May 31, 2018 and 2017, respectively. The increase in net loss is attributed to the increase in activity during the period as a result of our new wholly owned subsidiary’s activities, 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.

Cash flow

For the six months ended May 31, 2018 and 2017, we had negative cash flows from operations in the amount of $44,871 and $24,745, respectively.

Working capital

As of May 31, 2018 and November 30, 2017, we had a working deficit of $99,157 and working capital of $21,343, respectively.

Management’s Discussion and Analysis of Results of Operations for Photozou Koukoku Co., Ltd.

At present, the Company has an agreement with Mr. Takaharu Ogami,whereas Mr. Ogamito, will handle all aspects of Photozou Koukoku’s busines activities relating to the buying and selling of used cameras on our behalf. We currently manage and operate the “Wi-Ho Photo Contest” sponsored by Telecom Square Taiwan. In the future we seek to manage further contests of the same sort.

As mentioned in our business plan we also offer advertising services whereas we assist third party companies with the creation of advertisements to be subjectplaced on the Photozou-SNS.

Over the next three months we plan to regulationfurther develop the company’s website at http://kaitori.photozou.jp/ and begin promoting inventory on Photozou-SNS. Additionally, we intend to increase the number of cameras purchased from individuals to increase inventory. Subsequently, and over the next six months, we plan to increase the number of distributors and individual customers to whom we directly sell used cameras.

For the six months ended May 31, 2018, 87.2% of our revenues derived from the sale of cameras were generated from one customer in the amount of $263,681.

For the six months ended May 31, 2018, 61.7% of our revenues derived from services rendered were from one customer in the amount of $8,203.

Currently, we offer predominantly traditional high end cameras from name brand Japanese Camera manufacturers. Management recognizes that globally there has been a drastic increase in the quantity of cameras, in particular those embedded in camera phones. At present it is the Company’s intention to sell digital single lens reflex cameras that are made for the specific purpose of photography, without any other general purpose. Should consumers in the Japanese market decrease their spending on purpose built, high end cameras, as a result of cameras being embedded in other electronic devices they may own, there is the possibility that our revenues may decrease or will at the very least, be negatively impacted.

In the future we may explore the possibility of offering electronics that have a camera embedded in the device, such as a camera phone. At this time however, we have no plans to do so.

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Table of Contents

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

DESCRIPTION OF BUSINESS

Corporate History

The Company was originally incorporated with the name Exquisite Acquisition, Inc., under the Securities Exchange Act of 1933, our sole officer and director, Mr. DeNunzio, believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the statuslaws of the Company under the Investment Company ActState of 1940 and, consequently, any violation of such Act would subject the CompanyDelaware on September 29, 2014, with an objective to material adverse consequences.acquire, or merge with, an operating business.

THE PROBABLE CHANGE IN CONTROL AND MANAGEMENT UPON A BUSINESS COMBINATION MAY RESULT IN UNCERTAIN MANAGEMENT FUTURE WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. A business combination involvingOn January 13, 2017, Thomas DeNunzio, our former controlling shareholder, transferred 8,000,000 shares of our common stock, which represented all of our issued and outstanding shares at the issuancetime, to Photozou Co., Ltd.

Following the closing of the Company's common stock will, in all likelihood, result in shareholders ofshare purchase transaction described above, Photozou Co., Ltd. gained a private company obtaining a controlling100% interest in the Company. Any such business combination may requireissued and outstanding shares of our sole officer and director, Mr. DeNunzio, to sell or transfer all or a portion of the Company's common stock he currently holds, or resign as a member ofand became the Board of Directors of the Company. The resulting change in control of the Company could result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairscontrolling shareholder of the Company.

THE REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION MAY RESULT IN DILUTION. The Company's primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result inOn 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 issuing securitiessold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to shareholders of such private company. The issuance of previously authorized and unissued commonRule 419.

On May 8, 2018, we conducted a stock cancellation of the Company would result in reduction in percentage ofabove 3,037,300 shares owned by present and prospective shareholders of the Company and would most likely result in a change in control or management of the Company.

THE DISADVANTAGES OF A BLANK CHECK OFFERING MAY DISCOURAGE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company may enter into a business combination with an entity that desires to establish a public trading market for its shares. A potential business combination candidate may find it more beneficial to go public directly rather than through a combination with a blank check company and the requirementstotal funds of a post-effective amendment and having$75,933 were returned to clear its application to trade using information provided by the Company rather than its own internal information.

THE POSSIBLE FEDERAL AND STATE TAXATION OF A BUSINESS COMBINATION MAY DISCOURAGE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax- free treatment to both companies, pursuant to various federal and state tax provisions.investors. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction, reduce the future valuecancellation of the shares and potentially discourage a business combination.return of funds was due to the fact that we did not make an acquisition in the allotted time granted by Rule 419.

BLUE SKY CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES RESULTING IN A LONGER TIME TO COMPLETION OF THE OFFERING OR FAILURE OF THE OFFERING ALL TOGETHER. BecauseOn May 31, 2018, the securities registered hereunder have not been registered for resaleCompany 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.

Photozou Koukoku Co., Ltd. was incorporated under the blue sky laws of any state,Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company’s primary business is focused on online advertising and the Company has no current plans to register or qualify its shares in any state, the holderssale of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky restrictions upon the ability of new investors to purchase the securities which could reduce the size of the potential market. As a result of recent changes in federal law, non-issuer trading or resale of the Company's securities is exempt from state registration or qualification requirements in most states. However, some states may continue to attempt to restrict the trading or resale of blind-pool or "blank-check" securities. Accordingly, investors should consider any potential secondary market for the Company's securities to be a limited one.

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SINCE THERE IS NO ASSURANCE SHARES WILL BE SOLD THIS MAY RESULT IN LIMITING FUTURE OPERATING CAPITAL. The 4,000,000 Common Shares to be sold by the issuer are to be offered directly by the Company, and no individual, firm, or corporation has agreed to purchase or take down any of the shares. No assurance can be given that any or all of the Shares will be sold.cameras on consignment.

THE COMPANY’S BUSINESS ANALYSIS BEING DONE BY A NON PROFESSIONAL MAY INCREASE RISK OF POOR ANALYSIS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. AnalysisOn June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of business operations will be undertaken by our sole officer3,028,900 shares of common stock to these individuals and director who is not a professional business analyst. Thus the depth of such analysis may not bereceived $75,723 as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.aggregate consideration. Each shareholder paid $0.025 USD per share.

THE ARBITRARY OFFERING PRICE MEANS THE SHARES MAY NOT REFLECT FAIR MARKET VALUE. The Offering PriceOn 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 the Shares bears no relation7,000 shares of common stock to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by the Company. There can be no assurance that, even if a public trading market develops for the Company's securities, the Shares will attain market values commensurate with the Offering Price.this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

IF THE COMPANY LACKS SUCCESSFUL MARKETING EFFORTS THIS MAY RESULT IN FAILURE OF THE BUSINESS. The methods the Company will useOn September 10, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 4 Japanese shareholders. Pursuant to find potential merger or acquisition candidates include but are not limitedthese agreements, Photozou Co., Ltd. sold a total of 21,700 shares of common stock to utilizing personal contacts, contacts gained through social networking,these individuals and online advertising through business platforms that the Company has not yet identified. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. Lack of identification and completion of a successful merger/acquisition will render the shares sold hereunder worthless.received $543 as aggregate consideration. Each shareholder paid $0.025 USD per share.

SINCE THERE IS NO PUBLIC MARKET FOR COMPANY'S SECURITIES THE LIQUIDITY OF THE SHARES MAY BE LIMITED. Prior to the Offering, there has been no public market for the Shares being offered. There can be no assurance that an active trading market will develop or that purchasersThe aforementioned sale of the Shares will be able to resell their securities at prices equal to or greater than the respective initial public offering prices. No tradingshares was exempt from registration in accordance with Regulation S of our common stock will be permitted until following our consummation of a business combination meeting the requirements of Rule 419(e)(1)(ii). The market price of the Shares may be affected significantly by factors such as announcements by the Company or its competitors, variations in the Company's results of operations, and general market conditions. No trading in our common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419. Movements in prices of stock may also affect the market price in general. As a result of these factors, purchasers of the Shares offered hereby may not be able to liquidate an investment in the Shares readily or at all.

THE SHARES ELIGIBLE FOR FUTURE SALE MAY INCREASE THE SUPPLY OF SHARES ON THE MARKET DILUTING THE VALUE OF THE SHARES PURCHASED HEREUNDER. All of the 8,000,000 Shares, which are held by our sole officer and director, Mr. DeNunzio, have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended (the "Act"("Regulation S"). Such Shares will not be available for sale 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 open market except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed Affiliates of the Company (as that term is defined under the Act) would be entitled to sell such shares. This offering will make a substantial number of the Shares owned by our sole officer and director, Mr. DeNunzio eligible for sale in the future which may adversely affect the market price of the Common Stock. Mr. DeNunzio, our sole officer and director’s shares will remain boundUnited States by the affiliate resale restrictions enumerated in Rule 144 of the Securities Act of 1933.

THE COMPANY’S COMPLIANCE WITH THE CURRENT AND PERIODIC REPORTING REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 MAY PROVE TOO BURDENSOME, WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.Upon the effectiveness of this registration and the filing of the Form 8A, the Company will be fully reporting and subject to the current and periodic reporting requirements under the Securities and Exchange Act of 1934. The burden of the time and expense of these reporting requirements may be beyond the capabilities of the Company which may result in the failure of the business.

INVESTORS WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION. Assuming the maximum shares offered herein are sold, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.017 per share while our present stockholders will receive an increase of $0.008 per share in the net tangible book value of the shares they hold. This will result inissuer, a sixty eight percent (68.00%) dilution for purchasers of stock in this offering. Assuming the minimum shares offered herein are sold, giving effect to the receipt of the minimum estimated offering proceeds of this offering net of the offering expenses, our net book value will be $23,600.00 or $0.00 per share. Therefore the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.025 per share while our present stockholders will receive an increase of $0.00 per share in the net tangible book value of the shares they hold. This will result in a one hundred percent (100.00%) dilution for the purchasers of stock in this offering.

RATIO OF EARNINGS TO FIXED CHARGES.

Not applicable as we are a smaller reporting company.

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Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our sole officer and director, Mr. DeNunzio's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. Ifdistributor, any of our assumptions should prove incorrect,their respective affiliates, or ifany person acting on behalf of any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.foregoing.

There may be risks and circumstances that management may be unable to predict. When used in this document, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.Overview

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ITEM 4 - USE OF PROCEEDS

Without realizing the minimum offering proceeds, the Company will not be able to commence planned operations and implement our business plan. Please refer to the section, herein, titled "Management's Discussion and Plan of Operation" for further information. In the case that the Offering does not reach the maximum and the total proceedsOur principal executive offices are less than those indicated in the table, we will have the discretion to apply the available net proceeds to various indicated uses within the dollar limits established in the table above.located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

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

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

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

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

Photozou Koukoku Co., Ltd.’s business operations are primarily focused around the sale of used cameras sold through the website http://kaitori.photozou.jp/, and online advertising through various channels. On April 17, 2017, Photozou Koukoku obtained a license to operate as a used goods merchant in Japan.

Background of Operations - Sale of Cameras

Photozou Koukoku deals mainly in high-class digital single lens reflex cameras produced by well known Japanese camera makers, e.g. Canon, Nikon, Fujifilm, etc.

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

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

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

 Purchasing

Photozou Koukoku primarily purchases used cameras from individual consumers in Japan. Photozou Koukoku’s supporting website at http://kaitori.photozou.jp/ can be used by interested parties to access pertinent information relating to selling their cameras. For example, there is a section of the website which discloses a price list by product. Through the website they can also request an estimate, review Photozou Koukoku’s procedure for purchasing cameras and fill out an application to sell their camera. Currently, Photozou Koukoku has hired, as an independent contractor, Mr. Takaharu Ogami to handle the entirety of all purchasing and selling activities of Photozou Koukoku’s camera business. Relating to his services to Photozou Koukoku, Mr. Takaharu is paid a monthly fee in amount of JPY 400,000 ($3,600). 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). 

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Inventory

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

As of May 31, 2018, the Company held inventory comprised solely of used cameras in the amount of $126,595. There were 267 cameras held in inventory as of May 31, 2018.

Selling

Photozou Koukoku sells used cameras to individual consumers through the supporting website at http://kaitori.photozou.jp/. Visitors to the site can view Photozou Koukoku’s current inventory which includes the specific brand and features of the cameras offered for sale. Additionally, from time to time cameras are sold online utilizing Yahoo auctions. Cameras are then shipped to the purchaser for a fee that is determined at a later date, and may differ on a case by case basis depending on the type of camera and method of delivery. In addition, Photozou Koukoku sells cameras to distributors through the sales efforts of Mr. Ogami.

Photozou Koukoku plans to expand its target customers to outside of Japan and intends to continuously evaluate the possibility of selling cameras directly to additional distributors.

Advertising Services

At present, Photozou Koukoku conducts two types of advertising services. These services include managing online photo contests and web advertising services specifically geared toward advertisements that are placed on what is known as “The Photozou-Social Networking Service.” The aforementioned is a social networking website, primarily for photo sharing. Its web address can be found here: http://photozou.jp/?lang=en. The online social networking website is owned entirely by Photozou Co., Ltd., a Japan Corporation, which our CEO and Director, Koichi Ishizuka, also owns and controls in its entirety.

Herein, we may refer to the aforementioned social networking website as “the Photozou-SNS”, “SNS”, “the website” or “the social networking site.”

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

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

As mentioned above the Company also manages and operates photo contests that take place on the SNS. The photo contests are funded by third parties and are used as a way to promote and advertise the business operations of the third party companies hosting the photo contest(s), through the social networking site. Fees for this service are also on a case by case basis and vary depending on whether or not Photozou Co., Ltd contracts Photozou Koukoku to work with a pre-existing client, or if Photozou Koukoku obtains the client on their own accord.

The typical model for photo contest(s) follows several steps. Initially the photo contest, and any applicable themes and guidelines, are announced on the Photozou-SNS (which has more than 7 million registered users). Secondly, the participants have about two to three months to submit their photographs to the photo contest. Subsequently, the photographs will be judged on certain criteria depending on the type of contest and then the announcement of results (winners) will take place on Photozou-SNS. In order to attract individuals to take part in the photo contest incentives like prizes are offered. The prizes differ on a case by case basis but may consist of a combination of cash, gift cards, or other goods.

Currently, Photozou Koukoku manages and operates the “Wi-Ho Photo Contest” sponsored by Telecom Square Taiwan, Inc.

Promotional activity

Our CEO, Koichi Ishizuka has verbally consented that we may utilize the SNS to promote and advertise our own services.

We believe there to be a clear synergy between the operations of Photozou Koukoku and the Photozou-SNS, as Photozou-SNS is a website where users can upload and share pictures taken with their cameras. It is our belief that many individuals who are sharing, browsing and evaluating photographs online will have an interest in purchasing cameras for personal use and potentially to upload more photos on the website. They may also potentially own a business that seeks to run a photo contest via the SNS which we may benefit from should they decide to do so.

Concentration of Revenues

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

For the six months ended May 31, 2018, 87.2% of our revenues derived from the sale of cameras were generated from one customer in the amount of $263,681.

For the six months ended May 31, 2018, 61.7% of our revenues derived from services rendered were from one customer in the amount of $8,203.

Future Plans

Over the next three months we, Photozou Koukoku, plan to develop our website further and begin advertising our inventory on Photozou-SNS. Additionally, we intend to increase our current level of inventory comprised of used cameras.

Subsequently, and over the next six months, we plan to increase the number of distributors and individual customers to whom we are directly selling used cameras. Additionally, there are plans, which are not fully developed, to expand the business and explore foreign markets.

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USE OF PROCEEDS

Since the offering is being made by the selling shareholders we will not reap any of the proceeds from the offering. The shareholders however, will be the beneficiary of the proceeds and will be able to use the proceeds from this offering as follows:

Notes:

(1) The categorythe sale of General Working Capital may include, but not be limited to, printing costs, postage, communication services, overnight delivery charges, additional professional fees, consulting fees, and other general operating expenses. Since the sole business plan of the registranttheir shares in any way they see fit. There is to effectuate a merger or acquisition, working capital references only costs associated with effectuating a merger or acquisition. All amounts received after the completion of the offering will be utilized for legal, accounting and costs related to finding and completing an acquisition or as reimbursement of said expenses.

(2) Deductingcurrently no appointed escrow agent for the $1,500.00 trust fee due Underhill Securities Corp.

(3) Deducting forsale of any shares of our common stock by the ten percent (10.0%) which may be releasable to the company upon completion of the offering.

(4) Limited to use in expenses of locating and consummating an acquisition or reimbursement of such expenses.selling shareholders.

ITEM 5 - DETERMINATION OF OFFERING PRICE

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship toSince our shares are not listed or quoted on any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earningsexchange or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

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ITEM 6 – DILUTION

DILUTION

"Dilution" represents the difference betweenquotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions. 

DILUTION

Dilution represents the difference between the Offering price and the net tangible book value per share of common stock immediately after completion of the offering. "Netthis Offering. Net tangible book value"value is the amount that results from subtracting total liabilities and intangible assets from total assets. In this offering, the level of dilution is increasedDilution arises mainly as a result of our arbitrary determination of the relatively lowOffering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our issued and outstanding stock. Assuming allexisting stockholders. The following tables compare the differences of your investment in our shares offered herein are sold, giving effect towith the receiptinvestment of the maximum estimated proceedsour existing stockholders. 

As of this offering net of the offering expenses, our net book value will be $98,600 or $0.01 per share. Therefore, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.02 per share while our present stockholders will receive an increase of $0.01 per share inMay 31, 2018, the net tangible book value of theour shares they hold. This will result in a sixty eight percent (68.00%) dilution for purchasers of stock in this offering. Assuming the minimum shares offered herein are sold, giving effect to the receipt of the minimum estimated offering proceeds of this offering net of the offering expenses, our net book value will be $23,600.00 or $0.00 per share. Therefore the purchasers of the common stock in this offering will incur an immediate and substantial dilutionwas $(97,536).

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Table of approximately $0.03 per share whileContents

selling shareholderS

The shares being offered for resale by the selling stockholders consists of 1,891,100 shares of our present stockholders will receive an increase of $0.00 per share in the net tangible book value of the shares they hold. This will result in a one hundred percent (100.00%) dilution for the purchasers of stock in this offering.common stock.

The following table illustratessets forth the dilution to the purchasersname of the selling stockholder, the number of shares of common stock in this offering:

Net Value Calculation

Maximum Offering

Net Value Calculation

Minimum Offering

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ITEM 7 – SELLING SECURITY HOLDERS

None.

ITEM 8 - PLAN OF DISTRIBUTION

There is no public market for our common stock. Our common stock is currently held by one shareholder. Therefore, the current and potential market for our common stock is limitedSeptember 17, 2018, and the liquiditynumber of our shares may be severely limited. Other than pursuant to certain exemptions permitted by Rule 419, no trading in ourof common stock being offered will be permitted untilby the completion of a business combination meeting the requirements of Rule 419. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association.selling stockholder. The Company has not identified or approached any broker/dealers with regard to assisting us to apply for such listing. The Company is unable to estimate when we expect to undertake this endeavor or that we will be successful. In the absence of listing, no market is available for investors in our common stock to sell their shares. The Company cannot guarantee that a meaningful trading market will develop or that we will be able to get our common stock listed for trading.

If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which theybeing offered hereby are being offered.

This offering will be conducted on a best-efforts basis utilizingregistered to permit public secondary trading, and the effortsselling stockholder may offer all or part of our sole officer and director as sales agent. The intended methods of communication include, without limitation, telephone and personal contact. In their endeavorsthe shares for resale from time to sell this offering, they will not use any mass advertising methods such astime. However, the internet or print media. Every potential purchaser will be provided with a prospectus at the same time as the subscription agreement.

Checks payable as disclosed herein received by the sales agent in connection with sales of our securities will be transmitted immediately into Trust account until the offeringselling stockholder is closed. There can beunder no assurance thatobligation to sell all or any portion of such shares nor is the selling stockholder obligated to sell any shares will be sold.immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholder.

Thomas DeNunzio, our sole officer and director is an underwriter for the purposes of this offering.

There can be no assurance that all, or any, of the shares will be sold.*1 As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.

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The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act").The offering proceeds and the securities to be issued to investors must be deposited in an trust account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. 10 percent of the offering proceeds will be available to us, exclusive of interest or dividends, as those proceeds are deposited into the trust account. Except for this amount, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (having a value of at least eighty percent (80.0%) of the amount raised in this offering) has been consummated and a sufficient number of investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. The acquisition may be consummated through the use of the proceeds of this offering, loans or equity. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds and none of the deposited securities will be issued to investors. In the event an acquisition is not consummated within eighteen (18) months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors (ten percent (10.0%) may have been released to the Company upon completion of the offering). The pro rata portion to be received by investors will not include the 10% of proceeds which may be released to the company.

The proceeds from the sale of the shares in this offering will be payable to Underhill Securities Corp. fbo Exquisite Acquisition, Inc. ("TrustAccount") and will be deposited in a non-interest bearing bank account at Wells Fargo Bank until the trust conditions are met. No interest will be paid to any shareholder or the Company. All subscription agreements and checks are irrevocable. Any such irrevocability is subject to an investor’s rights of reconfirmation and, in the event applicable conditions are satisfied, return of proceeds. All subscription funds will be held in the Trust Account until the earlier of: (i) consummation of an acquisition meeting the requirements of Rule 419 or (ii) eighteen (18) months have passed from the date of the prospectus and no such acquisition has been consummated and no funds shall be released to Exquisite Acquisition, Inc., Inc. until such a time as the trust conditions are met other than up to ten percent (10%) as disclosed herein. In the event that eighteen (18) months have passed from the date of the prospectus and no such acquisition has been consummated funds shall be returned pro rata to investors. Securities will be released to investors upon the consummation of an acquisition meeting the requirements of Rule 419. The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company. The trust agent will continue to receive funds and perform additional disbursements until either (i) consummation of an acquisition meeting the requirements of Rule 419 or (ii) eighteen (18) months have passed from the date of the prospectus and no such acquisition has been consummated. Thereafter, this trust agreement shall terminate. If the Minimum Offering is not achieved within one hundred eighty (180) days of the date of this prospectus, all subscription fundsRegistration Statement, Mr. Koichi Ishizuka is our sole officer, and director.Koichi Ishizuka owns and controls Photozou Co., Ltd.

*2 Rei Ishizuka is the wife of Koichi Ishizuka

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PLAN OF DISTRIBUTION

The Company has 8,000,000 shares of common stock issued and outstanding as of the date of this prospectus. Pursuant to this offering the Company is registering for resale1,891,100 shares of our common stock at a fixed price of $0.20 per share for the duration of the offering.

Only after our registration statement is declared effective by the Securities and Exchange Commission, can the selling shareholders sell shares in this offering. No shares purchased in this Offering will be returnedsubject to investors promptly without interest or deductionany kind of fees upon the expiration of one hundred eighty (180) days. The fee of the Trust Agent is $1,500.00. [See Exhibit 99(a)]. The amount of funds actually collected in the trust account from checks that have cleared the interbank payment system, as reflected in the records of the insured depository institution, is the only factor assessed in determining whether the minimum offering condition has been met. Underhill Securities Corp. (which has a net cap. of $25,000.00 or more as required under Rule 419 for a broker to act as an trust agent for a Rule 419 offering ) as trust agent acting as trustee for the separate investors will make the determination based solely on the account records of the insured depository institution (Wells Fargo Bank).

Investors can purchase common stock in this offering by completing a Subscription Agreement [attached hereto as Exhibit 99(b)] and sending it together with payment in full. All payments must be made in United States currency either by personal check, bank draft, or cashier’s check.lock-up agreement. There is no minimum subscription requirement. number of shares that must be sold in this offering. We may close this offering at any time prior to the 365 day period (duration of offering; starts from date of effectiveness) for any reason in our sole discretion.

Section 15(g) of the Exchange Act

Our shares are “penny stocks” covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker-dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale.  Consequently, the Rule may affect the ability of broker-dealers to sell our securities and also may affect your ability to resell your shares.

Section 15(g) also imposes additional sales practice requirements on broker-dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to an understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker-dealer compensation; the broker-dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

The foregoing rules apply to broker-dealers. They do not apply to us in any manner whatsoever. The application of the penny stock rules may affect your ability to resell your shares because many brokers are unwilling to buy, sell or trade penny stocks as a result of the additional sales practices imposed upon them.

Offering Period and Expiration Date

The offering of securities by the Company will start on the date that this registration statement is declared effective by the SEC and continue for a period of 365 days unless the offering is completed or otherwise terminated by us, or in such case extended for an additional 90 days by the Company’s sole officer and director, Koichi Ishizuka.

Procedures for Subscribing

The selling shareholders will not accept any money until the SEC declares this registration statement effective. Once the registration statement is declared effective by the SEC, if you decide to subscribe for any shares in this Offering, you must purchase shares directly from the selling shareholder.

All subscription agreementschecks or cash will be for the beneficiary of the selling shareholder. The process to subscribe may vary depending on the shareholder as the Company is not affiliated with any subsequent purchase of shares between future investors and checks are irrevocable. The Company expressly reservesthe shareholders herein who will be able to sell shares.

Right to Reject Subscriptions

Shareholders have the right to either accept or reject subscriptions in whole or in part, for any subscription. Any subscription rejected will be returned to the subscriber within five (5) business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation toreason or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.for no reason.

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ITEM 9 - DESCRIPTION OF SECURITIES TO BE REGISTERED

COMMON STOCK

Exquisite Acquisition, Inc. isWe have authorized to issuecapital stock consisting of 500,000,000 shares of common stock, $0.0001 par value. The company has issued 8,000,000value per share (“Common Stock”) and 20,000,000 shares of common stock to date held by one (1) shareholder of record.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the election of directors. The Common Stock does not have cumulative voting rights.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than five dollars ($5.00) (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

The Company has no current plans to either issue any preferred stock, or adopt any series, preferences or other classification of preferred stock.

PREEMPTIVE RIGHTS

No holder of any shares of Exquisite Acquisition, Inc. stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

NON-CUMULATIVE VOTING

Holders of Exquisite Acquisition, Inc. common stock do not have cumulative voting rights, which means that the holders of more than 50.0% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any directors.

CASH DIVIDENDS

$0.0001 par value per share (“Preferred Stock”). As of the date of this prospectus, Exquisite Acquisition, Inc. hasfiling we have 8,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding.

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. Stockholders do not have cumulative or preemptive rights. As of the date of this Registration Statement we have 8,000,000 shares of common stock issued and outstanding.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of Preferred Stock with designations, rights and preferences to be determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized Preferred Stock, there can be no assurance that we will not do so in the future. We have no preferred stock issued and or outstanding as of the date of this Registration Statement.

Options and Warrants

None.

Convertible Notes

None.

Dividend Policy

We have not paid any cash dividends to stockholders.shareholders. The declaration of any future cash dividend will bedividends is at the discretion of the Boardour board of Directorsdirectors and will dependdepends upon our earnings, if any, our capital requirements and our financial position, general economic conditions, and other pertinent conditions.  The Company doesIt is our present intention not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

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REPORTSTransfer Agent

AfterAt this offering, Exquisite Acquisition, Inc.time we do not have a transfer agent.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will make availablelikely be subject to its shareholders annual financial reports certified by independent accountants, andsuch penny stock rules, purchasers in this Offering will furnish unaudited quarterly financial reports.in all likelihood find it more difficult to sell their Shares in the secondary market.

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 Table of Contents

ITEM 10 - INTERESTINTERESTS OF NAMED EXPERTS AND COUNSEL

INTEREST OF NAMED EXPERTS AND COUNSEL

The company has employed Adam Tracy to provide an opinion on the validity of the shares of common stock tooffered hereby will be issued pursuant to this Registration Statement.passed upon for us by Benjamin L. Bunker Esq. of 3753 Howard Hughes Parkway, Suite 200, Las Vegas Nevada 89169.

The financial statements included in this prospectus and the registration statement have been audited by MaloneBailey, LLP, certified public accountants, to the extent and for the periods set forth in their report of RLB Certified Public Accountant, PLLC isappearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the firm’s authority of said firm as an expertexperts in accountingauditing and auditing.accounting.

[Balance of this Page Intentionally Left Blank]

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ITEM 11 - INFORMATION WITH RESPECTREPORTS TO THE REGISTRANTSECURITIES HOLDERS

DESCRIPTION OF BUSINESS

Exquisite Acquisition, Inc. (the "Company"), was incorporated on September 29, 2014 under the laws of the State of Delaware, to engage in any lawful act or activity for which corporations may be organized under theGeneral Corporation Law of Delaware (the "DGCL"). Other than issuing shares to its original shareholder, the Company never commenced any operational activities.

The Company was formed by Thomas DeNunzio, the initial director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition. Mr. DeNunzio serves as President, Secretary, Treasurer and Director. Mr. DeNunzio determined next to proceed with filing a Form S-1.

Mr. DeNunzio, the President and Director, elected to commence implementation of the Company's principal business purpose, described below under “Plan of Operation". As such, the Company is defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Our sole officer and director, Mr. DeNunzio, does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of:

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000.00 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(B) the last day of the fiscal year of the issuer following the fifth (5^th) anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(C) the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000.00 in non-convertible debt; or

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

Number of Total Employees and Number of Full Time Employees

We plan to rely exclusively on the services of our sole officer and director to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal. Mr. DeNunzio plans to devote approximately ten hours per month to the Company’s business affairs.

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DESCRIPTION OF PROPERTY

We do not hold ownership or leasehold interest in any property. Company operations currently take place at Mr. Thomas DeNunzio’s residence. The Company does not pay any rent for use of Mr. DeNunzio’s residence.

LEGAL PROCEEDINGS

Thomas DeNunzio, our officer and director has not been convicted in a criminal proceeding.

Thomas DeNunzio, our officer and director has not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

There are no known pending legal or administrative proceedings against the Company.

No officer, director, significant employee or consultant has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy filing or within two years prior to that time.

MARKET PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK

Market Price

As of the date of this prospectus, there is no public market in Exquisite Acquisition, Inc. common stock. This prospectus is a step toward creating a public market for our stock, which may enhance the liquidity of our shares. However, there can be no assurance that a meaningful trading market will develop. Exquisite Acquisition, Inc. and its sole officer and director, Mr. DeNunzio makes no representation about the present or future value of our common stock. Other than pursuant to certain exceptions permitted by Rule 419, no trading in your common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419.

As of the date of this prospectus,

All of the presently outstanding shares of common stock (8,000,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at any time previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

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HOLDERS

As of the date of this prospectus, Exquisite Acquisition, Inc. has 8,000,000 shares of $0.0001 par value common stock issued and outstanding held by one shareholder of record.

DIVIDENDS

We have neither declared nor paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section must be read in conjunction with the Audited Financial Statements included in this prospectus.

PLAN OF OPERATION

Exquisite Acquisition, Inc. was incorporated on September 29, 2014.

The Registrant intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. The Registrant has no acquisition in mind and has not entered into any negotiations regarding such an acquisition. Neither the Company's sole officer and director, nor any promoter or affiliates thereof, have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this registration statement.

The Company will obtain audited financial statements of a target entity. The Board of Directors does intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided, the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.

The Registrant has no full time employees. The Registrant's officer has agreed to allocate a portion of his time to the activities of the Registrant, without compensation. Our sole officer and director, Mr. DeNunzio anticipates that the business plan of the Company can be implemented by our officer devoting approximately ten (10) hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. See "DIRECTORS, EXECUTIVE OFFICERS"

The Company is filing this registration statement on a voluntary basis because the primary attraction of the Registrant as a merger partner or acquisition vehicle will be its status as an SEC reporting company. The company will upon effectiveness be required to file periodic reports as required by Item 15(d) of the Exchange Act and also the company is filing a form 8A registering the company under Section 12G of the Exchange Act concurrently with this registration statement which will register the Company’s common shares under the Exchange Act and upon the effectiveness of such registration statement, the company will be required to report pursuant to Section 13 of the Exchange Act. Any business combinations or transactions will likely result in a significant issuance of Company shares and a substantial dilution to the present stockholders of the Registrant.

At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

GENERAL BUSINESS PLAN

The Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The company will upon effectiveness be required to file periodic reports as required by Item 15(d) of the Exchange Act and also the company is filing a form 8A registering the company under Section 12G of the Exchange Act concurrently with this registration statement which will register the Company’s common shares under the Exchange Act and upon the effectiveness of such registration statement, the company will be required to report pursuant to Section 13 of the Exchange Act.

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The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Our sole officer and director, Mr. DeNunzio, anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. See "Financial Statements." This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.

The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

One of the methods the Company will use to find potential merger or acquisition candidates will be to run advertisements in electronic business publications that we have not yet identified at this time. We believe that there is an abundant source of business websites that allow paying customers to advertise their Company’s intent on seeking a merger or acquisition. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful and we cannot be sure that we will be able to find such a site to advertise on.

The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Our sole officer and director, Mr. DeNunzio, believes based upon the number of filings which continue to be made on the SEC’s EDGAR website that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The Company has, and will continue to have, no capital with whichmake our financial information equally available to provide the owners of business opportunities with any significant cashinterested parties or other assets. However, our sole officer and director, Mr. DeNunzio, believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The costs of an initial public offering may include substantial attorney and auditor fees and the time factor can vary widely (could be as short as a month or take several years for example) and is unpredictable. A business combination with the Company may eliminate some of those unpredictable variables as the initial review process on a large active business could easily extend over a period of one (1) year or more requiring multiple audits and opinions prior to clearance. On the other hand a business combination with the Company may raise other variables such as the history of the Company having been out of the targets control and knowledge. Thus they have to rely on the representations of the Company in their future filings and decisions. In addition, the additional step of a business combination may increase the time necessary to process and clear an application for trading. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. If an entity is deemed a Shell Company the 8-K which must be filed upon the completion of a merger or acquisition requires all of the information normally disclosed in the filing of a Form 10. Once deemed a Shell Company, Rule 144 imposes additional restrictions on securities sought to be sold or traded under Rule 144. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, the officer and director of the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the supervision of, the officer and director of the Company, who is not a professional business analyst. Our sole officer and director, Mr. DeNunzio, intends to concentrate on identifying preliminary prospective business opportunities which may be brought to its attentioninvestors through present associations of the Company's sole officer and shareholder. In analyzing prospective business opportunities, our sole officer and director, Mr. DeNunzio, will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Our sole officer and director, Mr. DeNunzio, will meet personally with management and key personnel of the business opportunity as part of his investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merger with any company for which audited financial statements cannot be obtained.

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Our sole officer and director, Mr. DeNunzio, while not experienced in matters relating to the new business of the Company, will rely upon his own efforts in accomplishing the business purposes of the Company. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel and accountants, will be utilized by the Company to effectuate its business purposes described herein. However, if the Company does retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as the Company has no cash assets with which to pay such obligation. There have been no discussions, understandings, contracts or agreements with any outside consultants and none are anticipated in the future. In the past, the Company's sole officer and director, Mr. DeNunzio, has never used outside consultants or advisors in connection with a merger or acquisition.

The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The Company also has no plans to conduct any offerings under Regulation S.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present sole officer and director and shareholder of the Company, Thomas DeNunzio, will no longer be in control of the Company. In addition, the Company's director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders. Mr. DeNunzio has agreed to pay all the expenses of the offering estimated at $4,512.88 and has in fact paid most of those fees prior to the filing of this prospectus. Mr. DeNunzio has also agreed to pay all expenses of finding, doing due diligence and completing an acquisition. It is management’s belief that these expenses will be between $15,000.00 and $20,000.00. Mr. DeNunzio will pay any expenses not covered by the amounts raised in the offering or which cannot be released until after the offering is completed.

It is anticipated that the Company's principal shareholder may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction at a price not to exceed $0.25 per share. No transfer or sales of any shares held in trust shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Any and all such sales will only be made in compliance with the securities lawsdisclosure rules of Regulation S-K for a smaller reporting company under the United StatesSecurities Exchange Act. In addition, we will file Form 8-K and any applicable state.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemptionother proxy and information statements from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agreetime to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of the Company's securities in the future, if such a market develops, of which there is no assurance.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax- free" reorganization under Sections 368a or 351 of the Internal Revenue Code (the "Code").

With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of the Company which target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then shareholders.

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The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

As stated herein above, the Company will not acquire or merge with any entity which cannot provide independent audited financial statements. The Company will need to file such audited statements as part of its post-effective amendment (reconfirmation). The Company is filing a Form 8a concurrently with this registration statement and thus will be subject to all of the reporting requirements included in the 34 Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable).

The Company's sole officer and shareholder has verbally agreed that he will advance to the Company any additional funds which the Company needs for operating capital and for costs in connection with searching for or completing an acquisition or merger. He has also agreed that such advances will be made interest free without expectation of repayment. There is no dollar cap on the amount of money which he may advance to the Company. The Company will not borrow any funds from anyone for the purpose of repaying advances made by the shareholder, and the Company will not borrow any funds to make any payments to the Company's promoters, sole officer and director, Mr. DeNunzio or his affiliates or associates.

COMPETITION

The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our director is elected by the stockholders to a term of one year and serve, until a successor is elected and qualified. Our officer is appointed by the Board of Directors to a term of one year and serve, until a successor is duly elected and qualified, or until removed from office. Our Board of Directors does not have any nominating, auditing or compensation committees.

The following table sets forth certain information regarding our executive officer and director as of the date of this prospectus:

Notes:

⁽¹⁾Our director will hold office until the next annual meeting of the stockholders, typically held on or near the anniversary date of inception, and until successors have been elected and qualified. Mr. DeNunzio is the sole director and he appointed himself as the company’s sole officer and will hold office until resignation or removal from office.

⁽²⁾Thomas DeNunzio has outside interests and obligations other than Exquisite Acquisition, Inc. He intends to spend approximately ten (10) hours per month on our business affairs. At the date of this prospectus, Exquisite Acquisition, Inc. is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

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BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Thomas DeNunzio, CEO, CFO, President, Secretary, Treasurer, Director, Sole Shareholder, age 53.

Thomas DeNunzio, age 53, acts as CEO, CFO, President, Secretary, Treasurer and Director for the Company since its formation on September 29, 2014. From 2000 to Present he has been a bankruptcy specialist and has been involved in the business of real estate for personal investment. From March 2009 to present, Mr. DeNunzio is a consultant for management of Z Holdings Group, Inc. FKA LMIC, Inc.(“ZHLD”) in which he resurrected ZHLD’s defunct corporate charter bringing ZHLD back into good standing with the Delaware Secretary of State. In addition, Mr. DeNunzio was instrumental in getting ZHLD to be an SEC reporting company. Mr. DeNunzio also acted as consultant for management in the origination of Form 10 blank check shell company Big Time Acquisition, Inc., an SEC Delaware reporting Company. Mr. DeNunzio spearheaded the merger of ZHLD into Big Time Acquisition, Inc. Additionally, in 2013 he originated Form 10 blank check shell Company, Go Public, Inc., Go Public I Inc., and Go Public II Inc. Mr. DeNunzio has since resigned as an Officer and Director of Go Public Inc., and Go Public I, Inc. He remains CEO and Director of Go Public II, Inc.

Prior and Current Blank Check Company Experience

Thomas DeNunzio, our sole officer and director, is not an officer or director of any other blank check company except for Go Public II Inc.

The business purpose of this blank check company as well as the others Mr. DeNunzio has originated is to engage in a business merger or acquisition with an unidentified company or companies.

Additionally, Mr. DeNunzio is also the consultant for Z Holdings Group, Inc., (“ZHLD”) a publicly traded SEC reporting blank check company. ZHLD is timely in their reporting obligations. Mr. DeNunzio has no compensation structure with ZHLD and has not received any remuneration to date. Mr. DeNunzio is not the legal owner of any securities of ZHLD.

As consultant for Big Time Acquisition, Inc., a blank check company, Mr. DeNunzio originated a Form 10 registration statement for the founders Mr. Scheer and Mr. DeNunzio. Mr. DeNunzio subsequently merged ZHLD into Big Time Acquisition, Inc. whereas ZHLD became the surviving entity and continued on with the same business plan as Big Time Acquisition, Inc. and ZHLD remains a shell company. 

The information in the table below summarizes all of the blank check companies, which Mr. DeNunzio currently serves or has served as an officer of within the past five years. In all instances that a business combination is transacted with one of these companies, it is required to file a Current Report on Form 8-K describing the transaction.

The registrant currently has no independent directors as the sole director of the company is Thomas DeNunzio.

Our officer and director is not a full time employee of our company and is actively involved in other business pursuits. He also intends to form additional blank check companies in the future that will have corporate structures and business plans that are similar or identical to ours. Accordingly, he may be subject to a variety of conflicts of interest. Since our officer and director is not required to devote any specific amount of time to our business, he will experience conflicts in allocating his time among his various business interests. Moreover, any future blank check companies that are organized by our officer and director may compete with our company in the search for a suitable target.

To minimize potential conflicts of interest arising from multiple corporate affiliations, our officer and director will not ordinarily make affirmative decisions to allocate a particular business opportunity to a particular acquisition vehicle. Instead, he will provide the available due diligence information on all available acquisition vehicles to the potential target, and ask the potential target to make a final selection. There is no assurance that a potential target will conclude that our company is best suited to its needs or that an acquisition will ever occur.

Legal

Board Committees

Exquisite Acquisition, Inc. has not yet implemented any board committees as of the date of this prospectus.

Directors

The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Although we anticipate appointing additional directors, the Company has not identified any such person or any time frame within which this may occur.

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EXECUTIVE COMPENSATION

Summary Compensation Table

DIRECTOR’S COMPENSATION

Our director is not entitled to receive compensation for services rendered to Exquisite Acquisition, Inc., or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

EMPLOYMENT CONTRACTS AND OFFICER’S COMPENSATION

Since Exquisite Acquisition, Inc.’s incorporation on September 29, 2014, we have not paid any compensation to any officer, director or employee. We do not have employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as it maintains a positive cash flow.

STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN

Exquisite Acquisition, Inc. currently does not have existing or proposed option or SAR grants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known to us to be beneficial owners of more than five percent (5.0%) of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.

Footnotes

⁽¹⁾ The address of our CEO, CFO, President, Secretary, Treasurer, and Director is Thomas DeNunzio, 780 Reservoir Avenue, #123 Cranston, RI 02910.

⁽²⁾ As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

⁽³⁾Assumes the sale of the maximum amount of this offering (4,000,000 shares of common stock). The aggregate amount of shares to be issued and outstanding after the offering is 12,000,000.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On or about September 29, 2014, Thomas DeNunzio, our officer and director, paid for expenses involved with the incorporation of Exquisite Acquisition, Inc. with personal funds on behalf of Exquisite Acquisition, Inc., in exchange for 8,000,000 shares of common stock each, par value $0.0001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

The price of the common stock issued to Thomas DeNunzio was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, the Company was recently formed or in the process of being formed and possessed no assets.

Thomas DeNunzio, the company’s sole shareholder, officer and director is the only promoter of the company.

REPORTS TO SECURITY HOLDERS

1. After this offering, Exquisite Acquisition, Inc. will furnish shareholders with audited annual financial reports certified by independent accountants, and will furnish unaudited quarterly financial reports.

2. After this offering, Exquisite Acquisition, Inc. will file periodic and current reports with the Securities and Exchange Commission as required to maintain the fully reporting status. The Company is filing a Form 8A concurrently with this registration.

3.required. The public may read and copy any materials Exquisite Acquisition Inc. filesthat we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E.NE, Washington, D.C.DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Exquisite Acquisition, Inc.’sThe SEC filingsmaintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

DESCRIPTION OF FACILITIES

Our office is located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

The office space is currently being provided to the Company rent-free by Koichi Ishizuka, our sole officer and director. We believe that our existing facilities are adequate for our current needs and that we will also be availableable to lease suitable additional or alternative space on the SEC's Internet site. The address of that site is: http://www.sec.govcommercially reasonable terms if and when we need it.

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LEGAL PROCEEDINGS

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

PATENTS AND TRADEMARKS

We do not own any patents or trademarks.

DIRECTORS AND EXECUTIVE OFFICERS

Biographical information regarding the Officers and Directors of the Company, who will continue to serve as Officers and Directors of the Company and Photozou Koukoku Co., Ltd. (our wholly owned subsidiary) are provided below:

Photozou Holdings, Inc.  

Photozou Koukoku Co., Ltd.

ITEM 11A – MATERIAL CHANGESKoichi Ishizuka

In 2004 Mr. Koichi Ishizuka graduated with his MBA from the University of Aoyama Gakuin. Several years later in 2011 he graduated from the Advanced Management Program at Harvard School of Business. Following Mr. Ishizuka’s formal education, he took a position as the head of marketing with Thomson Reuters, a mass media and information firm. Thereafter, he served as the CEO of Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings., Ltd in 2009. Currently, Mr. Ishizuka serves as the Chief Executive Officer of OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., and Photozou Koukoku Co., Ltd.. He has held the position of CEO with OFF Line Co., Ltd. Since 2013, Photozou Co., Ltd since 2016, Photozou Holdings, Inc since 2017 and Photozou Koukoku Co., Ltd. since 2017. Off Line Co., Ltd. manages and operates a Japanese communication application named, “AirTalk.” This is Off Line Co., Ltd.’s primary business activity.

Not applicable.Corporate Governance

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

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

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Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director believes that it is not necessary to have such committees, at this time, because the Director can adequately perform the functions of such committees.

Audit Committee Financial Expert

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

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

Involvement in Certain Legal Proceedings

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

Independence of Directors

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

Code of Ethics

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

Shareholder Proposals

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

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Registration Statement.

EXECUTIVE COMPENSATION

ITEM 12 – INCORPORATION OF CERTAIN INFORMATION BY REFERENCESummary Compensation Table:

Not applicable.The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the year ended November 30, 2017. 

ITEM 12A – DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Note:On January 13, 2017, Thomas DeNunzio sold 8,000,000 shares of our restricted common stock to Photozou Co., Ltd., a Japanese Company. The Securities and Exchange Commission’s Policy on Indemnification

Insofar as indemnificationshares were sold for liabilities arising underan aggregate purchase price of $100,000. Photozou Co., Ltd. is controlled by Koichi Ishizuka, a Japanese citizen. The aforementioned shares were sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). No directed selling efforts were made in the United States. 

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Summary of Compensation

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Employment Agreements

We do not have an employment or consulting agreements with any officer or Director.

Compensation Discussion and Analysis

Director Compensation

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

Executive Compensation Philosophy

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

Incentive Bonus

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

Long-term, Stock Based Compensation

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of September 17, 2018, the Company has 8,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

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

On June 5, 2018, Photozou Co., Ltd., our controlling shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold a total of 3,028,900 shares of common stock to these individuals and received $75,723 as aggregate consideration. Each shareholder paid $0.025 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.

 (1) Mr. Koichi Ishizuka owns 100% of the issued and outstanding shares of Photozou, Co., Ltd., therefore, the table above includes the share ownership of Photozou, Co., Ltd. with Koichi Ishizuka collectively, in the row for Mr. Ishizuka.

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

(3) Rei Ishizuka is the wife of Koichi Ishizuka

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Photozou Holdings

During the year ended November 30, 2017, our sole officer and director contributed additional paid in capital in the amount of $12,400 to fund operating expenses, of which $6,050 was paid directly on behalf of the SecuritiesCompany for the year ended November 30, 2017. Operating expenses of $6,350 was paid directly on behalf of the Company for prior year accrued expenses.

As of November 30, 2017, the Company had $16,960 owed to Photozou Co., Ltd., a related party for payments paid directly to fund operations on behalf of the Company. These are due on demand and Exchange Commission, such indemnificationbear no interest. Photozou Co., Ltd is against public policyowned and controlled by our Sole Officer and Director, Koichi Ishizuka.

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 expressedof the exchange rate May 31, 2018). The Company has since gained a 100% interest in the Actissued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company’s primary business is focused on online advertising and the sale of cameras on consignment.

For the six months ended May 31, 2018, the Company borrowed $49,731 from Photozou Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. For the six months ended May 31, 2018, the Company repaid $8,271 to Photozou Co., Ltd. The total due as of May 31, 2018 was $118,371 and is therefore, unenforceable. Inunsecured, due on demand and non-interest bearing.

For the event thatsix months ended May 31, 2018, the Company had account receivable of $5,239 from Offline Co., Ltd., a claimCompany controlled by Koichi Ishizuka, CEO. The total amount as of May 31, 2018 was $5,239. This was the advance payments and settled on July 4, 2018.

The Company utilizes the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial.

Koichi Ishizuka, the company’s sole shareholder, officer and director is the only promoter of the company.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for indemnification againstthe review, approval or ratification of transactions, such liabilities (other than the payment by Exquisite Acquisition Inc. of expenses incurred or paid by a director, officer or controlling person of Exquisite Acquisition, Inc.as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the successful defensefuture, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any action, suit or proceeding)related party transaction.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is assertedthe aggregate amount of fees billed for professional services rendered by such director, officer or controlling personour principal accountants with respect to our last two years.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with the securities being registered, Exquisite Acquisition, Inc. will, unless in the opinionstatutory and regulatory filings or engagements for last two fiscal years were approved by our board of Exquisite Acquisition, Inc. legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.directors.

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None.

RLB Certified Public Accountant PLLC

6314 11th Avenue South- 26 -

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Gulfport, FL 33707-3002

Cell 727-452-4803 Email robin@rlbcpa.biz

Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sole Director of:

EXQUISITE ACQUISITION, INC.Board of Directors and Stockholders

780 Reservoir Avenue

Cranston, RI 02910-4425Photozou Holdings, Inc.

IWe have audited the accompanying balance sheetsheets ofExquisite Acquisition, Photozou Holdings, Inc. (the “Company”) as of November 30, 20142017 and 2016, and the related statements of operations, stockholderchanges in stockholders’ equity (deficit), and cash flows for the yearyears then ended. These financial statements are the responsibility of the Company'sentity’s management. MyOur responsibility is to express an opinion on these financial statements based on my audit.our audits.

IWe conducted my auditour audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that Iwe plan and perform thean audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. IWe believe that my audit providesour audits provide a reasonable basis for myour opinion.

In myour opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofExquisite Acquisition, Photozou Holdings, Inc.as of November 30, 20142017 and 2016, and the results of its operations and its cash flows for the yearyears then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has no yet established a source of revenue a netto cover the operating loss, and negative cash flow from operating activities. These conditions raisecost which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RLB Certified Public Accountant PLLC

Gulfport, Florida/s/ MaloneBailey, LLP

January 23, 2015www.malonebailey.com

Houston, Texas

February 12, 2018

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(1) The above values are from the Form 10-K originally filed on February 28, 2017. These values are not restated for the combination of entities under common control.

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(1) The above values are from the Form 10-K originally filed on February 28, 2017. These values are not restated for the combination of entities under common control. 

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