Acquisition | NOTE 3 – ACQUISITION On May 31, 2018, the Company entered into and consummated a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and outstanding shares, in consideration of 1,000,000 JPY ($9,190USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest in the issued and outstanding shares of Photozou Koukoku’s common stock and Photozou Koukoku is now a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition. Koichi Ishizuka had 72.7% of ownership of the Company. Due to the parent subsidiary relationship on Photozou Koukoku and the Company, under ASC 805-50, the transaction is being accounted for similar to a pooling of interests with carryover basis being used and go forward reporting will have the entities combined from the first day of the first period presented. PHOTOZOU KOUKOKU CO., LTD. BALANCE SHEETS (UNAUDITED) May 31, 2018 November 30, 2017 ASSETS Current Assets Cash and cash equivalents $ 3,599 $ 9,026 Accounts receivable - trade 2,549 7,790 Accounts receivable - related party 5,238 - Prepaid expenses - 2,351 Inventories- consignment 126,595 11,579 TOTAL CURRENT ASSETS 137,981 30,746 Property, plant and equipment Software 1,985 1,920 Less accumulated depreciation and amortization (364) (160) TOTAL PROPERTY, PLANT AND EQUIPMENT 1,621 1,760 TOTAL ASSETS 139,602 32,506 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 394 $ 462 Due to related party 72,631 59,951 Advance receipt 118,373 - Deferred revenue - 7,962 TOTAL LIABILITIES 191,398 68,375 STOCKHOLDERS’ EQUITY (DEFICIT) Common stock (No Par value, 100,000,000 shares authorized, 10,000 shares issued and outstanding as of May 31, 2017 and November 30, 2017) $ 87 $ 87 Accumulated deficit (50,926) (36,275) Accumulated other comprehensive income (loss) (957) 319 TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) (51,796) (35,869) TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) $ 139,602 $ 32,506 PHOTOZOU KOUKOKU CO., LTD. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three months Six months For the period from Ended Ended March 14, 2017 (Inception) May 31, 2018 May 31, 2018 through May 31, 2017 Revenues Revenue from cameras sold $ 118,146 $ 300,720 $ 524 Service revenue 6,327 13,300 5,429 Total revenues 124,473 314,020 5,953 Cost of revenues 115,042 289,358 441 Gross profit 9,431 24,662 5,512 OPERATING EXPENSES General and Administrative Expenses $ 15,276 $ 39,313 $ 19,236 TOTAL OPERATING EXPENSES $ 15,276 $ 39,313 $ 19,236 NET LOSS $ (5,845) $ (14,651) $ (13,724) OTHER COMPREHENSIVE LOSS Foreign currency translation adjustment $ 1,018 $ (1,276) $ (77) TOTAL COMPREHENSIVE LOSS $ (4,827) $ (15,927) $ (13,801) BASIC AND DILUTED NET LOSS PER COMMON STOCK $ (0.58) $ (1.47) $ (1.37) WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 10,000 10,000 10,000 |