Cover
Cover - shares | 9 Months Ended | |
Aug. 31, 2023 | Oct. 24, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --11-30 | |
Entity File Number | 000-55806 | |
Entity Registrant Name | Photozou Holdings, Inc. | |
Entity Central Index Key | 0001627469 | |
Entity Tax Identification Number | 90-1260322 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Common Stock, Shares, Issued | 8,000,000 | 8,000,000 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2023 | Nov. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 16,389 | $ 19,104 |
Accounts receivable | 4,407 | 7,981 |
Prepaid and other current assets | 1,968 | 2,657 |
Sales tax recoverable | 7,908 | 10,978 |
Inventories, net | 55,028 | 58,780 |
TOTAL CURRENT ASSETS | 85,700 | 99,500 |
NON-CURRENT ASSETS | ||
Website and software, net | 61,700 | 5,401 |
Advance payments | 25,084 | |
TOTAL ASSETS | 147,400 | 129,985 |
CURRENT LIABILITIES | ||
Accrued expenses | 19,945 | 823 |
Due to related parties | 769,994 | 651,999 |
Long-term loan payable, current portion | 9,685 | 10,197 |
TOTAL CURRENT LIABILITIES | 799,624 | 663,019 |
NON- CURRENT LIABILITIES | ||
Long-term loan payable, non-current portion | 8,878 | 16,994 |
TOTAL LIABILITIES | 808,502 | 680,013 |
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of August 31, 2023 and November 30, 2022) | ||
Common stock ($0.0001 par value, 500,000,000 shares authorized; 8,000,000 shares issued and outstanding as of August 31, 2023 and November 30, 2022) | 800 | 800 |
Additional paid in capital | 100,013 | 50,030 |
Accumulated deficit | (856,617) | (674,947) |
Accumulated other comprehensive income | 94,702 | 74,089 |
TOTAL STOCKHOLDERS’ DEFICIT | (661,102) | (550,028) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 147,400 | $ 129,985 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) | Aug. 31, 2023 $ / shares shares |
Statement of Financial Position [Abstract] | |
preferred par value | $ / shares | $ 0.0001 |
preferred authorized | 20,000,000 |
preferred issued | 0 |
common par value | $ / shares | $ 0.0001 |
common authorized | 500,000,000 |
common issued | 8,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
REVENUES | ||||
Revenue from cameras sold | $ 9,237 | $ 22,246 | $ 41,966 | $ 121,125 |
Service revenue | 2,600 | 6,996 | 12,417 | 39,849 |
TOTAL REVENUES | 11,837 | 29,242 | 54,383 | 160,974 |
COST OF REVENUES | ||||
Cost of revenue from cameras sold | 6,718 | 14,314 | 30,630 | 83,908 |
Cost of service revenue | 7,859 | 7,565 | 23,118 | 33,156 |
TOTAL COST OF REVENUES | 14,577 | 21,879 | 53,748 | 117,064 |
GROSS (LOSS) PROFIT | (2,740) | 7,363 | 635 | 43,910 |
OPERATING EXPENSES | ||||
General and administrative expenses | 66,490 | 33,446 | 182,903 | 155,831 |
TOTAL OPERATING EXPENSES | 66,490 | 33,446 | 182,903 | 155,831 |
OTHER INCOME | 174 | 259 | 742 | 7,564 |
OTHER EXPENSES | 84 | 37 | 144 | 130 |
NET LOSS | (69,140) | (25,861) | (181,670) | (104,487) |
OTHER COMPREHENSIVE INCOME | ||||
Foreign currency translation adjustment | 16,901 | 23,149 | 20,613 | 60,415 |
TOTAL COMPREHENSIVE LOSS | $ (52,239) | $ (2,712) | $ (161,057) | $ (44,072) |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member] | Total |
Balance, value | $ 800 | $ 50,030 | $ 12,575 | $ (519,661) | $ (456,256) |
Beginning balance, value at Nov. 30, 2021 | 800 | 50,030 | 12,575 | (519,661) | (456,256) |
Net loss | (4,989) | (4,989) | |||
Foreign currency translation | 4,897 | 4,897 | |||
Beginning balance, value at Nov. 30, 2021 | 800 | 50,030 | 12,575 | (519,661) | (456,256) |
Net loss | (104,487) | ||||
Balance, value | 800 | 50,030 | 17,472 | (524,650) | (456,348) |
Beginning balance, value at Feb. 28, 2022 | 800 | 50,030 | 17,472 | (524,650) | (456,348) |
Net loss | (73,637) | (73,637) | |||
Foreign currency translation | 32,369 | 32,369 | |||
Balance, value | 800 | 50,030 | 49,841 | (598,287) | (497,616) |
Beginning balance, value at May. 31, 2022 | 800 | 50,030 | 49,841 | (598,287) | (497,616) |
Net loss | (25,861) | ||||
Foreign currency translation | 23,149 | 23,149 | |||
Balance, value | 800 | 50,030 | 72,990 | (624,148) | (500,328) |
Balance, value | 800 | 50,030 | 74,089 | (674,947) | (550,028) |
Beginning balance, value at Nov. 30, 2022 | 800 | 50,030 | 74,089 | (674,947) | (550,028) |
Net loss | (43,459) | (43,459) | |||
Foreign currency translation | (5,525) | (5,525) | |||
Beginning balance, value at Nov. 30, 2022 | 800 | 50,030 | 74,089 | (674,947) | (550,028) |
Net loss | (181,670) | ||||
Balance, value | 800 | 50,030 | 68,564 | (718,406) | (599,012) |
Beginning balance, value at Feb. 28, 2023 | 800 | 50,030 | 68,564 | (718,406) | (599,012) |
Net loss | (69,071) | (69,071) | |||
Foreign currency translation | 9,237 | 9,237 | |||
Balance, value | 800 | 50,030 | 77,801 | (787,477) | (658,846) |
Beginning balance, value at May. 31, 2023 | 800 | 50,030 | 77,801 | (787,477) | (658,846) |
Net loss | (69,140) | (69,140) | |||
Foreign currency translation | 16,901 | 16,901 | |||
Deemed contribution related to website transferred from related party under common control | 49,983 | 49,983 | |||
Balance, value | $ 800 | $ 100,013 | $ 94,702 | $ (856,617) | $ (661,102) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
$ (181,670) | $ (104,487) | |
3,132 | 1,200 | |
25,455 | ||
3,294 | 7,802 | |
708 | 195 | |
2,692 | 13,784 | |
861 | 3,798 | |
110,296 | 85,541 | |
27 | ||
(1,440) | ||
(35,205) | 6,393 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
48,594 | 24,008 | |
(7,574) | (52,017) | |
(7,896) | (8,499) | |
33,124 | (36,508) | |
Net effect of exchange rate changes on cash | (634) | (9,281) |
Net change in cash and cash equivalents | (2,715) | (39,396) |
Cash and cash equivalents – beginning of period | 19,104 | 68,312 |
Cash and cash equivalents – end of period | 16,389 | 28,916 |
NON-CASH TRANSACTIONS | ||
101,487 | 111,402 | |
11,692 | ||
49,983 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 115 | 130 |
Income taxes paid |
NOTE 1 - ORGANIZATION, DESCRIPT
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS | 9 Months Ended |
Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS Photozou Holdings, Inc., (the “Company”) was incorporated under the laws of the State of Delaware on September 29, 2014. On May 8, 2018, the Company conducted a stock cancellation of the above 3,037,300 shares and the total funds of $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 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 was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and sells used cameras. 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 3,028,900 shares of Photozou Holdings common stock in total 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 a stock purchase agreement with 1 Japanese shareholder. Pursuant to the agreement, 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 21, 2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a Stock Purchase Agreement with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represents approximately 56.9% of our issued and outstanding common stock, in consideration of JPY 6,657,917 (approximately $60,500). Following the closing of the share purchase transaction, Koichi Ishizuka owns approximately 66.7% interest in the issued and outstanding shares of our common stock. Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, we do not believe that this transaction is deemed to be a change in control of the Company. Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. The Company has elected November 30 th |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2022, included in our Form 10-K. USE OF ESTIMATES The presentation 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 disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax and sales allowance. Actual results in the future could vary from the amounts derived from management’s estimates and assumptions. RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. 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 consolidated 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. Shareholders’ equity is translated at historical exchange rate at the time of transaction. 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’ deficit. Translation of amounts from the local currency of the Company into US$1 August 31, 2023 August 31, 2022 Current JPY: US$1 exchange rate 146.20 138.63 Average JPY: US$1 exchange rate 136.85 124.96 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 other comprehensive income, as presented in the accompanying consolidated statements of shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation. REVENUE RECOGNITION AND DEFERRED REVENUE The Company recognizes its revenue in accordance with ASC 606 - Revenue from contracts with Customers. To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for used cameras sold is recognized at a point in time when the cameras are delivered to the customer. There are three types of service revenue. Revenue for advertising service is recognized over time when the services are provided to the customers. Revenue for photo session service is recognized at a point of time when service is provided to the customers at the photo session. Revenue for photo storage service is recognized over time when the services are provided to the customers. Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. There was no deferred revenue as of August 31, 2023 or November 30, 2022. Disaggregated revenue of the Company is as follows: For the nine months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2023 August 31, 2022 Revenue from cameras sold $ 41,966 77.2% 121,125 75.2% Service revenue 12,417 22.8% 39,849 24.8% Total 54,383 100% 160,974 100% For the nine months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2023 August 31, 2022 Revenue from US $ 37,313 68.6% 121,125 75.2% Revenue from Japan 17,070 31.4% 39,849 24.8% Total 54,383 100% 160,974 100% -F6- Table of Contents ASSET TRANSFER On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY 1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. In this situation, the Company recorded the asset assumed on its consolidated balance sheets at its historical carrying value of JPY 7,098,999 ($ 48,557 |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 9 Months Ended |
Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has recurring net losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue-producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 4 - WEBSITE AND Software,
NOTE 4 - WEBSITE AND Software, Net | 9 Months Ended |
Aug. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
NOTE 4 - WEBSITE AND Software, Net | NOTE 4 - WEBSITE AND Software, Net Website and software, net August 31, 2023 November 30, 2022 Photozou website $ 48,557 $ - Photo collection cloud 10,944 - Others 6,840 7,201 Subtotal 66,341 7,201 Less: Accumulated amortization (4,641) (1,800) Website and software, net 61,700 5,401 For the nine months ended August 31, 2023 and 2022, amortization expenses were $ 3,132 1,200 Estimated future amortization expense related to the website and software held as of August 31, 2023 is as follows: Year ended November 30, Remaining of 2023 $ 6,060 2024 22,063 2025 16,361 2026 11,004 2027 4,867 Thereafter 1,345 Total $ 61,700 |
NOTE 5 - Advance payments
NOTE 5 - Advance payments | 9 Months Ended |
Aug. 31, 2023 | |
Note 5 - Advance Payments | |
NOTE 5 - Advance payments | NOTE 5 - Advance payments Advance payments August 31, 2023 November 30, 2022 Advance payments $ 25,455 $ 25,084 Less: Impairment loss on advance payments (25,455) - Advance payments - 25,804 Impairment loss on advance payments for the nine months ended August 31, 2023 was $ 25,455 |
NOTE 6 - RELATED-PARTY TRANSACT
NOTE 6 - RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2023 | |
Related Party Transactions [Abstract] | |
NOTE 6 - RELATED-PARTY TRANSACTIONS | NOTE 6 - RELATED-PARTY TRANSACTIONS For the nine months ended August 31, 2023, the Company borrowed $ 106,237 101,487 7,574 728,927 651,999 For the nine months ended August 31, 2023, the Company borrowed $ 43,844 27 41,067 0 The total due to related parties as of August 31, 2023 and November 30, 2022 were $769,994 and $651,999, respectively. For the nine months ended August 31, 2022, the Company borrowed $ 135,410 52,017 For the nine months ended August 31, 2023 and August 31, 2022, the Company utilized office space and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge. |
NOTE 7 - SHAREHOLDERs_ DEFICIT
NOTE 7 - SHAREHOLDERs’ DEFICIT | 9 Months Ended |
Aug. 31, 2023 | |
Equity [Abstract] | |
NOTE 7 - SHAREHOLDERs’ DEFICIT | NOTE 7 - SHAREHOLDERs’ DEFICIT 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 for the nine months ended August 31, 2023 and August 31, 2022. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 8,000,000 shares of common stock issued and outstanding as of August 31, 2023 and November 30, 2022. 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. |
NOTE 8 - CONCENTRATION
NOTE 8 - CONCENTRATION | 9 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 8 - CONCENTRATION | NOTE 8 - CONCENTRATION Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of purchases of inventory, accounts receivable and revenue. Concentration of Purchases Purchases from suppliers accounting for 10% or more of total purchases are as follows: For the nine months ended August 31, 2023, 100% of inventories of cameras was purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2022, 93.2% of the inventories of cameras were purchased from one supplier whose name was e-Sakura Market. For the nine months ended August 31, 2023 and August 31, 2022, 100% of the purchase of inventory was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company. Concentration of Revenues Revenues from customers accounting for 10% or more of total revenues are as follows: For the nine months ended August 31, 2023, 89% and 11% of the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively. For the nine months ended August 31, 2022, 100% of the revenue from the sale of cameras was generated through Amazon USA. For the nine months ended August 31, 2023 and August 31, 2022, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company. For the nine months ended August 31, 2023 and August 31, 2022, no customer accounted for 10% or more of service revenue. |
NOTE 9 - COMMITMENTS
NOTE 9 - COMMITMENTS | 9 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 9 - COMMITMENTS | NOTE 9 - COMMITMENTS On May 1, 2017, the Company entered into an agreement with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include, but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY450,000 (approximately $3,288) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run another three months automatically. Mr. Ogami is responsible for the sale and shipping of the cameras at the expense of Photozou Koukoku. Photozou Koukoku is the legal owner of the camera(s) until the point of sale to the purchaser(s). |
NOTE 10 - LONG-TERM LOAN
NOTE 10 - LONG-TERM LOAN | 9 Months Ended |
Aug. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTE 10 - LONG-TERM LOAN | NOTE 10 - LONG-TERM LOAN On July 2, 2020, the Company borrowed JPY7,000,000 ($ 65,286 For the nine months ended August 31, 2023, the Company repaid $7,896 |
NOTE 11 - SUBSEQUENT EVENTS
NOTE 11 - SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2023 | |
Subsequent Events [Abstract] | |
NOTE 11 - SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS From September 1, 2023 through the current date, the Company borrowed $27,539 from White Knight Co., Ltd., a Company controlled by Koichi Ishizuka, CEO, all of which was cash borrowing received by the Company directly through its bank account from the related party. The borrowing is unsecured, bears an annual interest rate of 0.8%. The aforementioned cash borrowing in the amount of $20,654 and $6,885 is due on September 26, 2024 and October 13, 2024, respectively. |
NOTE 2 - SIGNIFICANT ACCOUNTI_2
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and financial statements of its wholly-owned subsidiary, Photozou Koukoku. Intercompany transactions are eliminated. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine months period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended November 30, 2022, included in our Form 10-K. |
USE OF ESTIMATES | USE OF ESTIMATES The presentation 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 disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax and sales allowance. Actual results in the future could vary from the amounts derived from management’s estimates and assumptions. |
RELATED PARTY TRANSACTION | RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
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 consolidated 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. Shareholders’ equity is translated at historical exchange rate at the time of transaction. 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’ deficit. Translation of amounts from the local currency of the Company into US$1 August 31, 2023 August 31, 2022 Current JPY: US$1 exchange rate 146.20 138.63 Average JPY: US$1 exchange rate 136.85 124.96 |
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 other comprehensive income, as presented in the accompanying consolidated statements of shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation. |
REVENUE RECOGNITION AND DEFERRED REVENUE | REVENUE RECOGNITION AND DEFERRED REVENUE The Company recognizes its revenue in accordance with ASC 606 - Revenue from contracts with Customers. To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for used cameras sold is recognized at a point in time when the cameras are delivered to the customer. There are three types of service revenue. Revenue for advertising service is recognized over time when the services are provided to the customers. Revenue for photo session service is recognized at a point of time when service is provided to the customers at the photo session. Revenue for photo storage service is recognized over time when the services are provided to the customers. Deferred revenue is recorded when consideration is received from a customer prior to the goods or services were delivered. There was no deferred revenue as of August 31, 2023 or November 30, 2022. Disaggregated revenue of the Company is as follows: For the nine months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2023 August 31, 2022 Revenue from cameras sold $ 41,966 77.2% 121,125 75.2% Service revenue 12,417 22.8% 39,849 24.8% Total 54,383 100% 160,974 100% For the nine months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2023 August 31, 2022 Revenue from US $ 37,313 68.6% 121,125 75.2% Revenue from Japan 17,070 31.4% 39,849 24.8% Total 54,383 100% 160,974 100% -F6- Table of Contents ASSET TRANSFER On July 31, 2023, the Company acquired a website (https://photozou.jp/) in consideration of JPY 1 (nil in USD) from a related party, Photozou Co. Ltd., a company controlled by Koichi Ishizuka, CEO, which resulted in the transaction being considered a transfer between entities under common control. In this situation, the Company recorded the asset assumed on its consolidated balance sheets at its historical carrying value of JPY 7,098,999 ($ 48,557 |
NOTE 2 - SIGNIFICANT ACCOUNTI_3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
Translation of amounts from the local currency of the Company into US$1 | Translation of amounts from the local currency of the Company into US$1 August 31, 2023 August 31, 2022 Current JPY: US$1 exchange rate 146.20 138.63 Average JPY: US$1 exchange rate 136.85 124.96 |
Disaggregated revenue of the Company | Disaggregated revenue of the Company is as follows: For the nine months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2023 August 31, 2022 Revenue from cameras sold $ 41,966 77.2% 121,125 75.2% Service revenue 12,417 22.8% 39,849 24.8% Total 54,383 100% 160,974 100% For the nine months Percentage of For the nine months Percentage of ended total revenues ended total revenues August 31, 2023 August 31, 2022 Revenue from US $ 37,313 68.6% 121,125 75.2% Revenue from Japan 17,070 31.4% 39,849 24.8% Total 54,383 100% 160,974 100% |
NOTE 4 - WEBSITE AND Software_2
NOTE 4 - WEBSITE AND Software, Net (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Website and software, net | Website and software, net August 31, 2023 November 30, 2022 Photozou website $ 48,557 $ - Photo collection cloud 10,944 - Others 6,840 7,201 Subtotal 66,341 7,201 Less: Accumulated amortization (4,641) (1,800) Website and software, net 61,700 5,401 |
NOTE 5 - Advance payments (Tabl
NOTE 5 - Advance payments (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Note 5 - Advance Payments | |
Advance payments | Advance payments August 31, 2023 November 30, 2022 Advance payments $ 25,455 $ 25,084 Less: Impairment loss on advance payments (25,455) - Advance payments - 25,804 |
NOTE 2 - SIGNIFICANT ACCOUNTI_4
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jul. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Historical Carrying Value of Asset | $ 48,557 |
NOTE 4 - WEBSITE AND Software_3
NOTE 4 - WEBSITE AND Software, Net (Details Narrative) - USD ($) | 9 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
amortization expenses | $ 3,132 | $ 1,200 |
NOTE 5 - Advance payments (Deta
NOTE 5 - Advance payments (Details Narrative) | 9 Months Ended |
Aug. 31, 2023 USD ($) | |
Note 5 - Advance Payments | |
impairment loss | $ 25,455 |
NOTE 6 - RELATED-PARTY TRANSA_2
NOTE 6 - RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | |
Related Party Transactions [Abstract] | |||
borrowed from photozou | $ 106,237 | ||
expenses paid on behalf of the company | 101,487 | ||
photozou repayments | 7,574 | ||
total due to related party | 728,927 | $ 651,999 | |
expenses paid by white knight | 43,844 | ||
accrued interest | 27 | ||
total due to white knight | $ 41,067 | $ 0 | |
borrowed from photozou | $ 135,410 | ||
repayment to photozou | $ 52,017 |
NOTE 10 - LONG-TERM LOAN (Detai
NOTE 10 - LONG-TERM LOAN (Details Narrative) - USD ($) | 9 Months Ended | |
Aug. 31, 2023 | Jul. 02, 2020 | |
Debt Disclosure [Abstract] | ||
Amount borowed from Japan Finance Corporation | $ 65,286 | |
repaid to jfc | $ 7,896 |