Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Feb. 13, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Photozou Holdings, Inc. | |
Entity Central Index Key | 1,627,469 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity a Well-Known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Document Type | 10-K | |
Document Period End Date | Nov. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 34,863 | |
Entity Common Stock, Shares Outstanding | 20,000,000 |
Balance Sheets
Balance Sheets - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 75,933 | |
TOTAL CURRENT ASSETS | 75,933 | |
TOTAL ASSETS | 75,933 | |
Current liabilities: | ||
Accrued Expenses | 6,350 | |
Due to related party | 16,960 | |
TOTAL LIABILITIES | 16,960 | 6,350 |
Stockholders' Equity (Deficit): | ||
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of November 30, 2017 and November 30, 2016) | ||
Common stock ($.0001 par value, 500,000,000 shares authorized, 11,037,300 shares and 8,000,000 shares issued and outstanding | 1,104 | 800 |
Additional paid-in capital | 107,938 | 19,909 |
Accumulated deficit | (50,086) | (27,059) |
Accumulated other comprehensive income | 17 | |
Total stockholders' equity (deficit) | 58,973 | (6,350) |
Total liabilities and stockholders' equity (deficit) | $ 75,933 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2017 | Nov. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 11,037,500 | 8,000,000 |
Common stock, shares outstanding | 11,037,300 | 8,000,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Operating Expenses: | ||
General and administrative expenses | $ 23,027 | $ 13,711 |
Total operating expenses | 23,027 | 13,711 |
Net loss | (23,027) | (13,711) |
Foreign currency translation adjustment | 17 | |
TOTAL COMPREHENSIVE LOSS | $ (23,010) | $ (13,711) |
Basic loss per common share | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 10,570,115 | 8,000,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock (Amount) | Additional Paid-In Capital | Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance at Nov. 30, 2015 | $ 800 | $ 7,898 | $ (13,348) | $ (4,650) | |
Contributed expenses | 12,011 | 12,011 | |||
Net loss | (13,711) | (13,711) | |||
Ending Balance at Nov. 30, 2016 | 800 | 19,909 | (27,059) | (6,350) | |
Beginning Balance at Nov. 30, 2016 | 800 | 19,909 | (27,059) | (6,350) | |
Contributed expenses | 12,400 | 12,400 | |||
Common stock issued for cash | 304 | 75,629 | 75,933 | ||
Net loss | (23,027) | (23,027) | |||
Foreign currency translation | 17 | 17 | |||
Ending Balance at Nov. 30, 2017 | $ 1,104 | $ 107,938 | $ 17 | $ (50,086) | $ 58,973 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (23,027) | $ (13,711) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by shareholder and contributed to the Company | 12,400 | 12,011 |
Accrued Expenses | 10,610 | 1,700 |
Net cash used in operating activities | (17) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common stock sold | 75,933 | |
Net cash provided by financing activities | 75,933 | |
Net effect of exchange rate changes on cash | 17 | |
Net change in cash and cash equivalents | 75,933 | |
Cash and cash equivalents - beginning of period | ||
Cash and cash equivalents - end of period | 75,933 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
NON-CASH FINANCING AND INVESTING TRANSACTIONS | ||
Expenses paid directly by CEO on behalf of the Company | $ 16,960 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | N OTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On January 13, 2017, Thomas DeNunzio, the sole shareholder of the Company, transferred 8,000,000 shares of our common stock, which at the time represented all of our issued and outstanding shares, to Photozou Co., Ltd. On January 13, 2017, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 13, 2017, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On January 18, 2017, we changed our name from Exquisite Acquisition, Inc. to Photozou Holdings, Inc. As of November 30, 2017, the Company had not yet commenced any operations. The Company has elected November 30th as its fiscal year end. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3) regarding the assumption that the Company is a “going concern”. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Due to the minimal level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Actual results could differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2017 and 2016 were $75,933 and $0. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The company had no stock-based compensation plans at November 30, 2017 and 2016. Share-based expense for the twelve months ended November 30, 2017 and November 30, 2016 was $0. Related Parties The Company follows ASC 850, Related Party Disclosures, Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: November 30, 2017 Current JPY: US$1 exchange rate 112.52 Average JPY: US$1 exchange rate 112.41 Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. Recent Accounting Pronouncements Recent accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Nov. 30, 2017 | |
Going Concern [Abstract] | |
Going Concern | NOTE 3 - Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically the Company does not have revenue, reoccurring operating losses and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Note 4 - Related Party Transact
Note 4 - Related Party Transactions | 12 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | N OTE 4 - RELATED-PARTY TRANSACTIONS During the year ended November 30, 2016, our former sole officer/director/shareholder contributed additional paid in capital to pay for expenses on behalf of the Company in the amount of $12,011 to fund operating expenses. During the year ended November 30, 2017, our sole officer and director contributed additional paid in capital in the amount of $12,400 to fund operating expenses of which $6,050 was paid directly on behalf of the Company for the year November 30, 2017 operating expenses and $6,350 was paid directly on behalf of the Company for prior year accrued expenses. As of November 30, 2017, the Company had $16,960 owed to Photozou Co., Ltd., a related party for payments paid directly to fund operations on behalf of the Company. These are unsecured, due on demand and bear no interest. The Company utilizes office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. On July 11, 2017, the Company entered into subscription agreements with Koichi Ishizuka, CEO of the Company. Pursuant to these agreements, the Company issued 847,000 shares of common stock in total to Mr. Ishizuka and received $21,125 in cash as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was $0.025 per share. On July 12, 2017, the Company entered into subscription agreements with Rei Ishizuka, the wife of Koichi Ishizuka. Pursuant to these agreements, the Company issued 597,800 shares of common stock in total to Mrs. Ishizuka and received $19,945 in cash as aggregate consideration. At the time of purchase the price paid per share by Mr. Ishizuka was $0.025. |
Note 5 - Shareholder Equity
Note 5 - Shareholder Equity | 12 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Shareholder Equity | NOTE 5 – SHAREHOLDER EQUITY Preferred Stock The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares during November 30, 2017 and 2016. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 11,037,300 shares and 8,000,000 shares of common stock issued and outstanding as of November 30, 2017 and 2016. Pertinent Rights and Privileges Holders of shares of common stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock. Additional Paid In Capital During the year ended November 30, 2016, our former sole officer/director/shareholder contributed capital to pay for expenses directly on behalf of the Company in the amount of $12,011 to fund operating expenses. In July, 2017, the Company entered into subscription agreements with 61 shareholders. Pursuant to these agreements, the Company issued 3,033,800 shares of common stock in total to these shareholders and received $75,845 in cash as aggregate consideration. At the time of purchase the price paid per share by each shareholder was $0.025. The cash is held in escrow under Rule 419. On November 30, 2017, the Company entered into subscription agreements with 1 shareholder. Pursuant to this agreement, the Company issued 3,500 shares of common stock in total to this shareholder and received $88 in cash as aggregate consideration. At the time of purchase the price paid per share by each shareholder was $0.025 USD. The cash is held in escrow under Rule 419. |
Note 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 – IncoME TAXES The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses (NOLs) arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all NOLs arising in a tax year ending after 2017 and instead would permit all such NOLs to be carried forward indefinitely. November 30, 2017 2016 Deferred tax asset, generated from net operating loss at statutory rates $ 10,518 $ 9,470 Valuation allowance (10,518) (9,470) $ — $ — The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 12 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 – SUBSEQUENT EVENTS On December 18, 2017, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, Director and majority owner. At the closing of the Stock Purchase Agreement (which is contingent upon a 80% reconfirmation vote under Rule 419), Koichi Ishizuka will transfer to the Company, 10,000 shares of the common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represents all of its issued and outstanding shares, in consideration of 6,900,000 JPY ($60,766 USD translated by the exchange rate as of December 11, 2017) and the Company will gain a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku will become a wholly owned subsidiary of the Company. The Company and Photozou Koukoku are under common control. Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. Its business is primarily advertising services and selling of cameras under consignment. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3) regarding the assumption that the Company is a “going concern”. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Due to the minimal level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2017 and 2016 were $75,933 and $0. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. |
Share-based Expense | Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The company had no stock-based compensation plans at November 30, 2017 and 2016. Share-based expense for the twelve months ended November 30, 2017 and November 30, 2016 was $0. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, |
Foreign currency translation | Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: November 30, 2017 Current JPY: US$1 exchange rate 112.52 Average JPY: US$1 exchange rate 112.41 |
Comprehensive income or loss | Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recent accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |