UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHOTOZOU HOLDINGS, INC.
(Exact Name of registrant in its charter)
| Delaware | 6770 | 47-3003188 | ||
| (State or jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification | (I.R.S. Employer Identification No.) |
4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan
+81-3-6303-9988
(Address and telephone number of principal executive offices)
2-24-13-904, Kamiosaki, Shinagawa-ku, Tokyo, 141-0021, Japan
(Former Address)
Copies to:
Thomas DeNunzio
780 Reservoir Avenue, #123
Cranston, RI 02910
Telephone (401) 641-0405
Electronic Fax (401) 633-7300
Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following boxx
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.¨.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.¨.
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨.(Do not check if a smaller reporting company) | Smaller reporting company | x |
EXPLANATORY NOTE
This Post-Effective Amendment No.7 amends the Registration Statement on Form S-1, as amended, (File No. 333-201697), (the “Registration Statement”), originally filed with the Securities and Exchange Commission on January 26, 2015 by Photozou Holdings, Inc. fka Exquisite Acquisition, Inc., (the “Company”) and declared effective by the Commission on July 20, 2016. The Registration Statement registered for sale 4,000,000 shares of the Company’s common stock pursuant to Rule 419. There were approximately 3,020,500 shares subscribed for by the subscribers. There were no securities issued to the subscribers. The Company was unable to effect a timely business combination pursuant to Rule 419 and the offering was terminated. Subscriber funds held in escrow were returned to subscribers under Rule 419(e)(2)(iv). The Post-Effective Amendment is being filed to remove from registration all of the registered shares of common stock subscribed for by the subscribers and to withdraw from registration any shares of common stock that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this this post-effective amendment No. 7 to the registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Tokyo, Japan on May 11, 2018.
| Photozou Holdings, Inc. | ||
| (Registrant) | ||
| By: | /s/ Koichi Ishizuka | |
| Koichi Ishizuka, Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 7 to the registration statement has been signed by the following person in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Koichi Ishizuka | President, Secretary and Director | May 11, 2018 | ||
| Koichi Ishizuka | Chief Executive Officer | |||
| /s/ Koichi Ishizuka | Treasurer | May 11, 2018 | ||
| Koichi Ishizuka | Chief Financial Officer | |||
| /s/ Koichi Ishizuka | Controlling Shareholder | May 11, 2018 | ||
| Koichi Ishizuka | Principal Accounting Officer |
