UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~March 1311, 2025

Photozou Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-55806	90-1260322
DE	000-55806	90-1260322
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4-30-4F, Yotsuya Shinjuku-ku

Toyko, Japan

(Address of principal executive offices)

81-3-6369-1589

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 43.0102 ~~Changes~~Unregistered inSales ~~Registrant’s~~of ~~Certifying~~Equity ~~Accountant~~Securities

(On or about March 11, 2025, the company consummated an agreement for the sale of 50,000 shares of restricted Common Stock to Katsuo Yamakita, a) ~~Dismissal~~Japanese Citizen, at a price of ~~Independent~~$4.00 ~~Registered~~per ~~Public~~share ~~Accounting~~of Common Stock. The total subscription amount paid by Katsuo Yamakita was ~~Firm~~approximately $200,000. Katsuo Yamakita is not a related party to the Company.

OnThe proceeds ~~January~~from ~~13,~~this ~~2025,~~sale ~~the~~are ~~Board~~to ofbe ~~Directors~~used ofby ~~Photozou Holdings, Inc. (or~~ the “Company”) ~~approved~~for ~~the~~working ~~dismissal of Michael Gillespie & Associates, PLLC (“Gillespie”) as the Company’s independent registered public accounting firm~~capital.

~~There~~The aforementioned ~~were~~sale noof ~~(1)~~shares ~~disagreements~~was ~~between~~conducted ~~the~~pursuant ~~Company~~to ~~and~~Regulation ~~Gillespie~~S ~~regarding accounting~~of ~~principles,~~the ~~financial~~Securities ~~statement~~Act ~~disclosures~~of 1933, oras ~~auditing~~amended ~~scope~~("Regulation orS"). ~~procedures,~~The sale of shares was made only to non-U.S. persons/entities (as defined inunder ~~Item~~Rule ~~304~~902 section (ak)(12)(ivi) of Regulation S-K), ~~nor~~pursuant ~~(2)~~to offshore ~~reportable~~transactions, ~~events~~and asno ~~outlined~~directed selling efforts were made in ~~Item~~the ~~304(~~United States by the issuer, a~~)(1)(v)~~ distributor, any of ~~Regulation~~their ~~S-K~~respective affiliates, or any person acting on behalf of any of the foregoing.

The Company has provided Gillespie with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing and requested, in accordance with applicable practices, that Gillespie furnish a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether or not it agrees with the statements made herein. Attached as Exhibit 16.1 is a copy of the Gillespie letter, dated February 27, 2025.

(b) Engagement of New Independent Registered Public Accountant

On January 14, 2025, the Board of Directors approved the engagement of Bush & Associates CPA LLC (PCAOB ID: 6797) as the Company’s independent registered public accounting firm. Bush & Associates CPA LLC will audit the Company’s financial information for the fiscal years ended November 30, 2024, November 30, 2023, and will review all applicable interim periods.

During the fiscal years ended November 30, 2024, as well as the prior fiscal years, neither the Company nor anyone on its behalf consulted with Bush & Associates CPA LLC regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Bush & Associates CPA LLC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)

Item 9.01 Financial Statements and Exhibits.

~~(d) Exhibits~~None.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
16.1		Letter to Securities and Exchange Commission from Michael Gillespie & Associates, PLLC dated February 27, 2025

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Photozou Holdings, Inc.
Date: March 3, 2025	By	/s/ Koichi Ishizuka
Date: March 25, 2025	By	/s/ Koichi Ishizuka
		Koichi Ishizuka
		Chief Executive Officer

-3-

Filing Compare · Photozou Holdings, Inc.