UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR ~~THE~~ THE FISCAL YEAR ENDED NOVEMBER 30, ~~2023~~2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 000-55806

PHOTOZOU HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

	Delaware	90-1260322
	DE	90-1260322
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	4-30-4F, Yotsuya Shinjuku-ku, Tokyo, Japan	160-0004
	4-30-4F Yotsuya Shinjuku-ku, Tokyo, Japan	160-0004
	(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Exchange Act:

	Title of each class		Name of each exchange on which registered
	Common Stock, $0.0001		~~N/A~~None, however quoted by the OTC Markets Group under the ticker “PTZH”

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X ] Yes [ X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X ] Yes [ X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer ~~[X]~~☒ Smaller reporting company ~~[X]~~☒ Emerging growth company ~~[ ]~~☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

As of May 31, ~~2023~~2024, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $~~197~~20,680,000. ~~This was calculated using the par value $0.0001.~~

As of March 830, ~~2024~~2026, there were 8,~~000~~092,~~000~~ 083 shares of the Registrant's common stock, par value $0.0001 per share, issued and outstanding.

- 1 -

Table of Contents

TABLE OF CONTENTS

PHOTOZOU HOLDINGS, INC.

PART I		PAGE
Item 1	Business	3
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 2	Properties	4
Item 3	Legal Proceedings	4
Item 4	Mine Safety Disclosures	4

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	6
Item 8	Financial Statements and Supplementary Data	F1-F9
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7
Item 9A	Controls and Procedures	7
Item 9B	Other Information	7

PART III
Item 10	Directors, Executive Officers and Corporate Governance	8
Item 11	Executive Compensation	9
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	10
Item 13	Certain Relationships and Related Transactions, and Director Independence	10
Item 14	Principal Accounting Fees and Services	10

PART IV
Item 15	Exhibits, Financial Statement Schedules	11
	Signatures	11

- 2 -

Table of Contents

PART I

Item 1. Business

Corporate History

Photozou Holdings, Inc., ("Photozou Holdings," or the "Company"), was incorporated in the State of Delaware on September 29, 2014, with the purposes to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL").

The Company was formed by Thomas DeNunzio, our former sole officer and director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition.

On January 13, 2017, Thomas DeNunzio sold 8,000,000 shares of our restricted common stock, which represented all of our issued and outstanding shares at the time, to Photozou Co., Ltd., a Japan corporation.

Photozou Co., Ltd. is and was controlled by Koichi Ishizuka, a Japanese citizen. The aforementioned shares were sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). No directed selling efforts were made in the United States.

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.

Pursuant to our Registration Statement deemed effective on June 20, 2017, we, “the Company,” sold a total of 3,037,300 shares of our common stock. The proceeds totaled $75,933. These shares were sold pursuant to Rule 419.

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 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 became a wholly owned subsidiary of the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

Photozou Koukoku Co., Ltd. was incorporated under the laws of Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company primarily engages in online advertising through its photo sharing platforms, provides photo session services, and specializes in the resale of cameras.

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 represented, at the time, 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 owned approximately 66.7% interest in the issued and outstanding shares of our common stock. Photozou Co., Ltd. was and remains ~~owned~~ 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.

~~Overview~~On April 19, 2024, Koichi Ishizuka resigned as the Company’s Chief Financial Officer.

~~Our~~On April ~~principal~~19, ~~executive~~2024, ~~offices~~Yuko ~~are~~Takeuchi ~~located~~was atappointed ~~4-30-4F, Yotsuya,~~as ~~Shinjuku-ku,~~the ~~Tokyo,~~Company’s ~~160-0004,~~Chief ~~Japan~~Financial Officer and a Director of the Company.

~~The~~On April ~~Company~~19, ~~has~~2024, ~~elected~~Mitsuru ~~November~~Ueno ~~30th~~was appointed as ~~its~~ ~~fiscal~~a ~~year~~Director ~~end~~of the Company.

~~Currently, we operate through our wholly owned subsidiary,~~On ~~Photozou~~April ~~Koukoku Co.~~19, ~~Ltd.~~2024, ~~“Photozou~~Taketsugu ~~Koukoku”,~~Aoyama ~~which~~was isappointed ~~engaged~~as inan ~~advertising~~Independent ~~services,~~Director ~~photo~~of ~~session~~the ~~services, and selling used cameras~~Company.

~~Photozou~~On or ~~Koukoku~~about ~~was~~August ~~incorporated~~30, ~~under~~2024, the ~~laws~~company consummated an agreement for the sale of 17,361 shares of restricted Common Stock to SJ Capital ~~Japan~~Co., onLtd., ~~March~~a 14Japanese Company, ~~2017~~at a price of $4.00 per share of Common Stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $69,444. SJ Capital Co., Ltd. is not a related party to the Company.

~~Currently~~On or about August 31, ~~Photozou~~2024, ~~Koukoku~~the iscompany ~~headquartered~~consummated atan ~~4-30-4F, Yotsuya,~~agreement ~~Shinjuku-ku~~for the sale of 34,722 ~~Tokyo~~shares of restricted Common Stock to STEIN Corporation, a ~~160-0004~~Japanese Company, ~~Japan~~at a price of $5.00 ~~Photozou~~per ~~Koukoku’s~~share ~~office~~of ~~space~~Common isStock. ~~provided~~The ~~rent~~total ~~free~~subscription amount paid by ~~our~~STEIN ~~Chief~~Corporation ~~Executive~~was ~~Officer,~~approximately ~~Koichi~~$173,611. ~~Ishizuka~~STEIN Corporation is not a related party to the Company.

~~Photozou Koukoku Co., Ltd.’s business operations~~On ~~are~~September ~~primarily focused around the sale of used cameras sold through Amazon USA~~11, ~~photo session services held in Tokyo and Kansai~~2024, ~~and~~Hideo ~~online advertising~~Fujioka ~~through~~was ~~various~~appointed ~~channels. On April 17, 2017, Photozou Koukoku obtained a license to operate~~ as aan ~~used~~Independent ~~goods~~Director ~~merchant~~of inthe ~~Japan~~Company.

On or ~~July~~about 31November 22, ~~2023~~2024, the ~~Company~~company ~~acquired~~consummated aan ~~website (https://photozou.jp/)~~agreement infor ~~consideration~~the sale of ~~JPY~~40,000 1shares ~~(nil~~of inrestricted ~~USD)~~Common ~~from~~Stock ato ~~related~~Kubota ~~party~~Corporation, ~~Photozou Co. Ltd.,~~ a ~~company~~Japanese ~~controlled by Koichi Ishizuka~~Company, ~~CEO,~~at ~~which~~a ~~resulted~~price inof ~~the~~$5.00 ~~transaction~~per ~~being~~share ~~considered~~of aCommon ~~transfer between entities under common control~~Stock. The ~~website~~total ~~https://photozou.jp/ is~~subscription ~~designed~~amount ~~for~~paid ~~free~~by ~~photo~~Kubota ~~sharing,~~Corporation ~~and~~was ~~may~~approximately $200,000. inKubota ~~addition~~Corporation tois ~~other~~not ~~features,~~a ~~offer~~related ~~users~~party ~~the option~~ to ~~store pictures on~~ the ~~website for a nominal fee~~Company.

~~Background~~On July of17, ~~Operations~~2025, -Yuko ~~Sale~~Takeuchi ofresigned ~~Cameras~~as the Company’s Chief Financial Officer and Director.

~~Photozou~~On July ~~Koukoku~~17, ~~resells used cameras as its primary business~~2025, ~~which~~Kazuki ~~include~~Matsuhashi ~~mainly~~was ~~high-class~~appointed ~~digital~~as ~~single~~the ~~lens~~Company’s ~~reflex~~Chief ~~cameras~~Financial ~~produced~~Officer byand ~~well-known~~a ~~Japanese~~Director ~~camera~~of ~~makers,~~the eCompany.~~g. Canon, Nikon, Fujifilm, etc.~~

The camera industry in Japan is a multi-billion-dollar industry and cameras made in Japan have worldwide appeal and recognition. This is due to the fact that common household name camera manufacturers such as Canon, Nikon, Sony and several others, are headquartered in Japan and sell high end, digital cameras, generally associated with high quality.Overview

~~The Company believes that due to the high quality~~Our ofprincipal ~~cameras~~executive ~~created~~offices byare ~~Japanese~~located ~~camera~~at ~~makers~~4-30-4F, ~~that~~Yotsuya, ~~these~~Shinjuku-ku, ~~will~~Tokyo, be160-0004, ~~the most appealing products to offer to the USA and Japanese market~~Japan.

~~However, should market trends shift and the demand~~The ~~for~~Company ~~cameras~~has ofelected ~~other~~November companies see a surge in popularity then Photozou Koukoku may consider the possibility of acquiring and reselling cameras by other manufacturers. It may also consider the possibility of selling electronics that serve other purposes other than taking photographs, but have a camera embedded in them, such 30th as ~~camera~~its ~~phones.~~fiscal Atyear ~~this time however, the focus is to sell used high-class digital single lens reflex cameras~~end.

~~Purchasing~~Currently, we operate through our wholly owned subsidiary, Photozou Koukoku Co., Ltd., “Photozou Koukoku”, which is engaged in advertising services, photo session services, and selling used cameras.

Photozou ~~Koukoku primarily purchases used cameras~~ ~~from used camera dealers and individual consumers in Japan. Photozou~~ Koukoku’s ~~supporting~~was ~~website~~incorporated atunder ~~http://photozou.jp/kaitori/top/ can be used by interested parties to access pertinent information relating to selling their cameras. For example, there is a section of~~ the ~~website~~laws which discloses a price list by product. Through the website they can also request an estimate, review Photozou Koukoku’s procedure for purchasing cameras and fill out an application to sell their camera. Currently, Photozou Koukoku has hired, as an independent contractor, Mr. Takaharu Ogami to handle the entirety of ~~all~~Japan ~~purchasing~~on ~~and~~March ~~selling activities of Photozou Koukoku’s camera business. Relating to his services to Photozou Koukoku~~14, Mr2017. Takaharu is paid a monthly fee in amount of JPY 450,000 ($3,060). 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 or purchaser(s).

Currently, Photozou Koukoku is headquartered at 4-30-4F, 3Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. Photozou Koukoku’s office space is provided rent free by our Chief Executive Officer, Koichi Ishizuka.

~~Table~~Photozou Koukoku Co., Ltd.’s business operations are primarily focused around the sale of ~~Contents~~used cameras sold through Amazon USA, photo session services held in Tokyo and Kansai, and online advertising through various channels. On April 17, 2017, Photozou Koukoku obtained a license to operate as a used goods merchant in Japan.

~~Inventory~~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. The website https://photozou.jp/ is designed for free photo sharing, and may, in addition to other features, offer users the option to store pictures on the website for a nominal fee.

~~The~~On August ~~Company~~29, ~~consigns~~2025, ~~its~~Photozou ~~operations~~Koukoku ~~regarding~~determined ~~the sale~~that ofit ~~cameras~~would todiscontinue ~~Mr.~~its ~~Ogami~~camera sales business. ~~Inventory,~~In ~~however~~connection with this decision, ~~remains~~Photozou Koukoku ~~under~~also ~~legal~~determined ~~ownership~~to ofreduce the ~~Company~~inventory value of cameras to zero.

~~As of November 30, 2023, and 2022, the Company held~~Sale ~~inventory comprised solely~~ of used cameras in the amount of $68,466 and $58,780, respectively. The aforementioned amounts were presented net of allowance for inventory obsolescence as of November 30, 2023 and 2022 totaling $7,089 and $11,900, respectively.Cameras

~~Selling~~On August 29, 2025, Photozou Koukoku determined that it would discontinue the camera sales business.

~~Photozou Koukoku sells its used cameras through Amazon~~Background ~~USA and Japan. Cameras are then shipped to the purchaser for a fee that is determined at the time~~ of ~~sale, and may differ on a case-by-case basis depending on the type of camera and method of delivery.~~Operations

~~Advertising~~Photozou Koukoku ~~Services~~resells used cameras as its primary business, which include mainly high-class digital single lens reflex cameras produced by well-known Japanese camera makers, e.g. Canon, Nikon, Fujifilm, etc.

AtThe camera ~~present,~~industry ~~Photozou~~in ~~Koukoku~~Japan ~~conducts~~is a ~~single~~multi-billion-dollar ~~type of~~industry ~~advertising~~and ~~service.~~cameras ~~The~~made ~~Company~~in ~~utilizes~~Japan ~~web~~have ~~advertising~~worldwide ~~services~~appeal ~~specifically~~and ~~geared~~recognition. ~~toward~~This ~~advertisements~~is due to the fact that ~~are~~common ~~placed~~household onname ~~https://photozou.jp/~~camera manufacturers such as Canon, Nikon, Sony and several others, are headquartered in Japan ~~which~~and issell ahigh ~~website~~end, ~~for~~digital ~~photo~~cameras, ~~sharing~~generally associated with high quality.

~~Photozou Koukoku develops banner ads for third party~~The ~~companies~~Company ~~and~~believes ~~subsequently~~that ~~assists~~due ~~those~~to ~~clients~~the ~~with~~high ~~having~~quality ~~those~~of ~~advertisements~~cameras ~~placed~~created ~~on https://photozou.jp/. Fees are determined on a case-~~by~~-case~~ ~~basis~~Japanese ~~and~~camera ~~vary~~makers ~~depending~~that onthese ~~whether~~will orbe ~~not~~the ~~Photozou~~most ~~Co.,~~appealing ~~Ltd~~products to ~~contracts~~offer ~~Photozou Koukoku~~ to ~~work with a pre-existing client, or if Photozou Koukoku obtains~~ the ~~client~~USA onand ~~its~~Japanese ~~own accord~~market.

ItHowever, should ismarket ~~possible~~trends ~~that~~shift and the ~~Company~~demand ~~will~~for ~~expand~~cameras ~~into~~of ~~offering~~other companies see a surge in popularity then Photozou Koukoku may consider ~~additional~~the ~~online~~possibility ~~advertising~~of ~~services~~acquiring and ~~will~~reselling ~~create~~cameras ~~advertisements~~by inother ~~forms~~manufacturers. It may also consider the possibility of selling electronics that serve other purposes other than ~~banner~~taking ~~ads~~photographs, but nohave a camera embedded in them, such ~~plans~~as ~~have~~camera ~~been~~phones. ~~fully~~At this time however, ~~developed~~the atfocus ~~this~~is ~~point~~to insell ~~time~~used high-class digital single lens reflex cameras.

~~Photo Contests~~Purchasing

~~The~~Photozou Koukoku ~~Company~~primarily ~~has~~purchases ~~suspended~~used ~~its~~cameras ~~involvement~~from ~~with~~used ~~online~~camera ~~photo~~dealers ~~contests,~~and ~~posted~~individual consumers in Japan. Photozou Koukoku’s supporting onwebsite ~~https~~at http://photozou.jp/,kaitori/top/ ~~indefinitely.~~can ~~This~~be ~~decision~~used ~~came~~by ~~about~~interested asparties to access pertinent information relating to selling their cameras. For example, there is a ~~result~~section of the ~~closure~~website ofwhich discloses a price list by product. Through the ~~photo~~website ~~magazine~~they ~~“Photo~~can ~~Technic~~also request ~~Digital”~~an estimate, ~~which~~review ~~was~~Photozou ~~our~~Koukoku’s ~~collaborative~~procedure ~~partner~~for inpurchasing ~~regard~~cameras and fill out an application to ~~photo~~sell ~~contests~~their camera. Currently, Photozou ~~social~~Koukoku ~~networking~~has hired, as an independent contractor, Mr. Takaharu Ogami to handle the entirety of all purchasing and ~~magazine~~selling ~~collaboration~~activities of Photozou Koukoku’s camera business. WeRelating ~~are~~to his services to Photozou Koukoku, Mr. Takaharu is paid a monthly fee in amount of JPY 450,000 ($3,060). Mr. Ogami is responsible for the ~~understanding~~sale ~~that~~and shipping of the ~~closure~~cameras at the expense of ~~Photo~~Photozou ~~Technic~~Koukoku. ~~Digital~~Photozou Koukoku ~~was~~is the ~~result~~legal owner of ~~impacts~~the camera(s) until the ~~magazine~~point ~~suffered~~of ~~resulting~~sale ~~from~~to the ~~Covid-19 pandemic~~purchaser or purchaser(s).

- ~~Instead~~3 of hosting photo contests on https://photozou.jp/, the Photozou SNS (Social Networking Service) commenced operations in October 2023 via https://photozou.com/. The Photozou SNS is a social networking website, primarily for photo sharing, with a particular emphasis placed on photography of models and promotion of the Primavera Photo Sessions (described in more detail below). Recently, we have initiated hosting photo contests on the Photozou SNS with the aim of boosting user engagement on the website.-

~~Photo~~Table of ~~session services~~Contents

Starting in April 2021, Photozou Koukoku began providing commercial photo session services to customers. The customers sign up for a photo session and Photozou Koukoku organizes the session in which customers can take photos of models provided by Photozou Koukoku for the customer. The rights to any images or video taken by the customer are retained by the Company, models, and model’s office, not the customer. The photo sessions are intended to be a skill building activity as the Company believes many customers in Japan are interested in improving their photographic skills. Photographers shall not publish images or videos taken at the photo sessions without the consent of both the Company and the model whose pictures are taken. These photo sessions are held every weekend in Osaka and Tokyo since April, 2021 and February, 2022, respectively.Inventory

~~Approximately,~~The Company 19consigns ~~models~~its ~~are~~operations ~~associated~~regarding ~~with~~ the ~~photo session~~sale ~~services~~of ~~provided~~cameras into ~~Osaka (https://www~~Mr.~~primavera-photo-session.com/).~~ ~~Approximately, 11 models are part of Photozou Koukoku photo sessions conducted in Tokyo (https://www~~Ogami.~~pps-tokyo.jp/).~~ ~~It is our intention to increase the number of models available for photo sessions~~Inventory, ~~through~~ ~~the assistance of a third-party contractor who began~~however, inremains ~~December of 2023, to manage the photo session services on our behalf for a fee of approximately 200,000 JPY per month. It's important to clarify that the photo session services offered~~ under ~~the name 'Primavera Photo Sessions' are not operated as a separate~~ legal ~~entity~~ownership ~~from~~of ~~Photozou Koukoku. Rather, 'Primavera Photo Sessions' is~~ the ~~branding~~ ~~used by Photozou Koukoku to deliver these services~~Company.

~~Previously~~As of November 30, 2024, and 2023, the Company ~~had~~held ~~engaged~~inventory ~~Blossom~~comprised ~~Report Co.,~~solely ~~Ltd.,~~of toused ~~provide~~cameras ~~assistance~~in ~~with~~the ~~contacting~~amount ~~and~~of ~~interviewing~~$53,676 ~~prospective~~and ~~models~~$68,466, ~~but~~respectively. The ~~this~~aforementioned ~~arrangement~~amounts ~~was~~were ~~terminated~~presented ~~around~~net ~~August~~ of allowance for inventory obsolescence as of November 30, 2024 and 2023 totaling $6,916 and $7,089, respectively.

~~Customers pay an all-inclusive fee directly to Photozou Koukoku, who in turn pays any associated costs or other expenses, including the amounts paid to the models.~~ Selling

~~Promotional~~Photozou Koukoku ~~activity~~sells its used cameras through Amazon USA and Japan. Cameras are then shipped to the purchaser for a fee that is determined at the time of sale, and may differ on a case-by-case basis depending on the type of camera and method of delivery.

~~We believe there to be a clear synergy between the~~Advertising operations of Photozou Koukoku and https://photozou.jp/, as https://photozou.jp/ is a website where users can upload and share pictures taken with their cameras. It is our belief that many individuals who are sharing, browsing, and evaluating photographs online will have an interest in purchasing cameras for personal use and potentially to upload more photos on the website.Services

~~Affiliate~~At present, ~~Program~~Photozou Koukoku conducts a single type of advertising service. The Company utilizes web advertising services specifically geared toward advertisements that are placed on https://photozou.jp/, which is a website for photo sharing.

~~Periodically,~~Photozou Koukoku ~~the~~develops ~~company~~banner ~~may~~ads ~~enter~~for ~~into agreements with unrelated~~ third ~~parties~~party tocompanies ~~serve~~and assubsequently ~~affiliates.~~assists ~~Under~~those ~~such~~clients ~~agreements,~~with ~~the~~having ~~affiliate~~those ~~would~~advertisements ~~be granted authorization to establish a sub-page linked~~placed toon https://photozou.jp/. ~~for~~Fees ~~promotional~~are ~~endeavors.~~determined Inon ~~return,~~a ~~affiliates~~case-by-case ~~would~~basis ~~commit~~and tovary ~~sharing~~depending aon ~~portion~~whether ofor ~~the~~not ~~revenue~~Photozou ~~generated~~Co., ~~from~~Ltd contracts ~~such~~Photozou ~~web~~Koukoku ~~pages~~to work with ~~the~~a ~~company.~~pre-existing ~~The~~client, ~~precise~~or ~~terms~~if ~~and~~Photozou ~~revenue~~Koukoku ~~shares~~obtains ~~would~~the beclient ~~determined~~ on aits ~~case-by-case~~own ~~basis~~accord.

~~Concentrations~~It is possible that the Company will expand into offering additional online advertising services and will create advertisements in forms other than banner ads, but no such plans have been fully developed at this point in time.

~~Concentration~~Photo session ~~of Purchases~~services

~~Net~~Starting in ~~purchase~~April ~~from~~2021, ~~suppliers~~Photozou ~~accounting~~Koukoku began providing commercial photo session services to customers. The customers sign up for ~~10%~~a orphoto session ~~more~~and Photozou Koukoku organizes the session in which customers can take photos of ~~total~~models ~~purchases~~provided by Photozou Koukoku for the customer. The rights to any images or video taken by the customer are retained by the Company, models, and model’s office, not the customer. The photo sessions are intended to be a skill building activity as ~~follows:~~the Company believes many customers in Japan are interested in improving their photographic skills. Photographers shall not publish images or videos taken at the photo sessions without the consent of both the Company and the model whose pictures are taken. These photo sessions are held every weekend in Osaka and Tokyo since April, 2021 and February, 2022, respectively.

~~For~~Approximately, 19 models are associated with the ~~year~~photo ~~ended~~session ~~November~~services ~~30,~~provided ~~2023,~~in ~~100%~~Osaka of(https://www.primavera-photo-session.com/). ~~the~~Approximately, ~~inventory~~11 models are part of ~~cameras~~Photozou ~~were~~Koukoku ~~purchased~~photo ~~from~~sessions ~~one~~conducted ~~supplier,~~in ~~“eSakura~~Tokyo ~~Market”~~(https://www.pps-tokyo.jp/). ~~For~~It is our intention to increase the ~~year~~number ~~ended~~of ~~November~~models 30available for photo sessions, ~~2023~~through the assistance of a third-party contractor who began, ~~100%~~in December of ~~the~~2023, ~~purchases~~to ofmanage ~~inventory~~the photo session services on our behalf for a fee of ~~cameras~~approximately ~~was~~200,000 ~~handled~~JPY byper Mrmonth. ~~Takaharu~~It's ~~Ogami~~important ~~whom~~to clarify that the photo ~~Company~~session ~~has~~services aoffered ~~service~~under ~~agreement~~the ~~with~~name to'Primavera ~~buy~~Photo ~~and~~Sessions' ~~sell~~are ~~used~~not operated as a separate legal entity from Photozou Koukoku. ~~cameras~~Rather, on'Primavera ~~behalf~~Photo ofSessions' is the ~~Company~~branding used by Photozou Koukoku to deliver these services.

~~For~~ Previously, the ~~year~~Company ~~ended~~had ~~November~~engaged ~~30,~~Blossom ~~2022,~~Report 93Co.8%, ~~of the inventory of cameras were purchased from one supplier~~Ltd., ~~“eSakura~~to ~~Market”.~~provide ~~For~~assistance ~~the~~with ~~year~~contacting ~~ended~~and ~~November~~interviewing ~~30,~~prospective ~~2022~~models, ~~100%~~but ~~of the~~this ~~purchases~~arrangement ~~of inventory of cameras~~ was ~~handled~~terminated byaround ~~Mr.~~August ~~Takaharu Ogami whom the Company has a service agreement with to buy and sell used cameras on behalf~~ of ~~the Company~~2023.

~~Concentration~~Customers pay ofan ~~Revenues~~all-inclusive fee directly to Photozou Koukoku, who in turn pays any associated costs or other expenses, including the amounts paid to the models.

~~Gross revenues from customers accounting for 10%~~Promotional ~~or more of total revenues are as follows:~~activity

~~For~~We believe there to be a clear synergy between the ~~year~~operations ~~ended~~of ~~November~~Photozou ~~30,~~Koukoku ~~2023~~and https://photozou.jp/, ~~92%~~as ~~and~~https://photozou.jp/ 8%is a ofwebsite ~~the~~where ~~revenue~~users ~~from~~can ~~the~~upload ~~sale~~and ofshare pictures taken with their cameras. ~~was~~It ~~generated~~is ~~through~~our ~~Amazon~~belief ~~USA~~that ~~and~~many ~~Yahoo~~individuals ~~Japan~~who are sharing, ~~respectively~~browsing, and evaluating photographs online will have an interest in purchasing cameras for personal use and potentially to upload more photos on the website.

~~For~~Affiliate ~~the year ended November 30, 2022, 100% of the revenue from the sale of cameras was generated through Amazon USA.~~ Program

~~For~~ Periodically, the ~~year~~company ~~ended~~may ~~November~~enter ~~30,~~into ~~2023~~agreements ~~and~~with ~~November 30,~~unrelated ~~2022,~~third ~~100%~~parties ofto ~~the~~serve ~~revenue~~as ~~from~~affiliates. Under such agreements, the ~~sale~~affiliate ofwould be ~~cameras~~granted ~~was~~authorization ~~handled~~to byestablish Mra sub-page linked to https://photozou.jp/ ~~Takaharu~~for ~~Ogami~~promotional ~~whom~~endeavors. ~~the~~In ~~Company~~return, ~~has~~affiliates would commit to sharing a ~~service~~portion ~~agreement~~of the revenue generated from such web pages with to ~~sell~~the company. The precise terms and ~~buy~~revenue ~~used~~shares ~~cameras~~would be determined on ~~behalf~~a ofcase-by-case ~~the Company~~basis.

~~For the year ended November 30, 2023and November~~Short ~~30, 2022, no customer accounted for 10% or more of service revenue.~~Drama

~~Item~~Photozou Koukoku 1Ais currently developing a dedicated application to launch its short drama business. ~~Risk~~Short ~~Factors~~drama has emerged in recent years as a new and rapidly growing media business, gaining strong popularity not only in Japan but also across international markets. Recognizing the strong synergy between visual storytelling and its existing photo-based services, Photozou has positioned short drama as a natural extension of its core business. The Company plans to officially launch its short drama service in 2026.

~~As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.~~Concentrations

~~Item~~Concentration of ~~1B. Unresolved Staff Comments.~~Purchases

~~None.~~Net purchase from suppliers accounting for 10% or more of total purchases are as follows:

~~Item~~For the 2year ended November 30, 2024, 69.8% ~~Properties~~of the inventories of cameras were purchased from one supplier, specifically eSakura Market. For the year ended November 30, 2024, 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.

WeFor the ~~neither~~year ~~rent~~ended ~~nor~~November ~~own~~30, ~~any~~2023, ~~properties.~~100% Weof ~~utilize~~the inventories of cameras were purchased from one supplier, specifically eSakura Market. For the ~~office~~year ~~space~~ended ~~and~~November ~~equipment~~30, 2023, 100% of ~~our~~the ~~management~~purchase atof noinventory ~~cost~~was handled by Mr. ~~Management~~Takaharu ~~estimates~~Ogami ~~such~~whom ~~amounts~~the Company has a service agreement with to besell ~~immaterial~~and buy used cameras on behalf of the Company.

~~Item~~Concentration of ~~3. Legal Proceedings.~~Revenues

~~From~~Gross revenues ~~time~~from tocustomers ~~time,~~accounting wefor ~~may~~10% ~~become party to litigation~~ or ~~other~~more ~~legal proceedings that we consider to be a part~~ of ~~the~~total ~~ordinary~~revenues ~~course of our business. We~~ are ~~not~~as currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.follows:

~~Item~~For the 4year ended November 30, 2024, 100% of the revenue from the sale of cameras was generated through Amazon USA. ~~Mine~~For ~~Safety~~the ~~Disclosures~~year ended November 30, 2024, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

~~Not~~For the ~~applicable~~year ended November 30, 2023, 92% and 8% of the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively. For the year ended November 30, 2023, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

-For the 4year -ended November 30, 2024, 90.0% of the service revenue was generated through Rock star.

~~Table~~For the year ended November 30, 2023, no customer accounted for 10% or more of ~~Contents~~service revenue.

~~PART~~Item 1A. IIRisk Factors.

~~Item~~As a 5.smaller ~~Market~~reporting ~~for~~company, ~~Registrant’s~~as ~~Common~~defined ~~Equity~~in Rule 12b-2 of the Exchange Act, ~~Related~~we ~~Stockholder~~are ~~Matters~~not ~~and~~required ~~Issuer~~to ~~Purchases~~provide ofthe ~~Equity~~information ~~Securities~~called for by this Item.

~~Market~~Item 1B. ~~Information~~Unresolved Staff Comments.

~~Our common stock is quoted on the Pink® Open Market, “OTC Pink”, operated by OTC Markets Group (“OTCM”)~~None. There is currently a limited trading market in the shares of our common stock. Typically, our common stock experiences minimal trading volume, if any, on a daily basis. This limited activity can result in significant fluctuations in the share price of our common stock.

~~Set forth below are the~~Item ~~range of high and low bid closing bid prices for the periods indicated as reported by the OTCM~~2. ~~The market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions~~Properties.

Quarter Ended	High Bid	Low Bid
February 29, 2024	$10.00	$10.00
November 30, 2023	$10.00	$5.00
August 31, 2023	$5.00	$3.99
May 31, 2023	$4.50	$1.32
February 28, 2023	$4.50	$0.5606
November 30, 2022	$2.48	$0.20
August 31, 2022	$0.20	$0.20
May 31, 2022	$0.20	$0.20
February 28, 2022	$0.20	$0.20

We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial.

~~Holders~~Item 3. Legal Proceedings.

AsFrom oftime ~~November~~to 30time, ~~2023,~~we ~~and~~may ~~March~~become 8,party ~~2024,~~to ~~there~~litigation ~~were~~or ~~125~~other ~~shareholders~~legal proceedings that we consider to be a part of ~~record~~the ordinary course of our business. ~~common~~We ~~stock~~are ~~and~~not 8currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business,~~000~~ prospects,~~000~~ ~~shares~~financial condition or results of ~~common stock~~operations. ~~issued~~We ~~and~~may ~~outstanding~~become involved in material legal proceedings in the future.

~~Dividends~~Item ~~and~~4. ~~Share~~Mine ~~Repurchases~~Safety Disclosures.

~~We have not paid any dividends to our shareholders.~~Not ~~There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future~~applicable.

~~Issuer~~- 4 ~~Purchases of Equity Securities~~-

~~None.~~Table of Contents

~~Equity Compensation Plan Information~~PART II

~~Not~~Item 5. ~~applicable~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Recent Sales of~~Market ~~Unregistered Securities; Uses of Proceeds from Registered Securities~~Information

~~None~~Our common stock is quoted on the OTC Markets OTCPK, “OTC Pink”, operated by OTC Markets Group (“OTCM”). There is currently a limited trading market in the shares of our common stock. Typically, our common stock experiences minimal trading volume, if any, on a daily basis. This limited activity can result in significant fluctuations in the share price of our common stock.

-The following 5table -sets forth the high and low closing bid prices of our common stock as reported by OTC Markets Group for each quarter during the fiscal years ended November 30, 2023 and 2024. In addition, selected subsequent trading data through June 12, 2025 is presented for informational purposes only.

Table of Contents

Quarter Ended		High Bid	Low Bid
2025 Q3	June 12, 2025	$0.59	$0.59
	June 6, 2025	$0.6066	$0.6066
	June 4, 2025	$1.00	$1.00
	June 3, 2025	$2.16	$1.00
2025 Q2	April 26, 2025	$3.01	$3.00
2024 Q4	November 30, 2024	$10.00	$5.00
2024 Q2	February 29, 2024	$10.00	$10.00
2023 Q3	August 31, 2023	$5.00	$3.99
2023 Q2	May 31, 2023	$4.50	$1.32
2023 Q1	February 28, 2023	$4.50	$0.5606
2022 Q4	November 30, 2022	$2.48	$0.20
2022 Q3	August 31, 2022	$0.20	$0.20
2022 Q2	May 31, 2022	$0.20	$0.20
2022 Q1	February 28, 2022	$0.20	$0.20

~~Item 6. Selected Financial Data.~~Holders

~~Not~~As of ~~applicable~~November ~~because~~30, ~~the~~2024, ~~Company~~and isMarch a30, ~~smaller~~2026, ~~reporting~~there were 127 shareholders of record of our common stock and 8,092,083 shares of common stock ~~company~~issued and outstanding.

~~Item 7. Management’s Discussion~~ Dividends and ~~Analysis~~Share ~~of Financial Condition and Results of Operations.~~Repurchases

~~Forward-Looking~~We have ~~Statements~~not paid any dividends to our shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

~~Certain statements, other than purely historical information,~~Issuer ~~including~~Purchases ~~estimates,~~of ~~projections,~~Equity ~~statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”~~Securities

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressionsNone.

~~Forward-looking statements are based on current expectations~~Equity ~~and~~Compensation ~~assumptions~~Plan that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Information

~~Liquidity~~Not ~~and Capital Resources~~ applicable.

~~As of November 30, 2023, and 2022, we had cash~~Recent ~~and~~Sales ~~cash equivalents in the amount~~ of ~~$11,562~~Unregistered ~~and~~Securities; ~~$19,104,~~Uses ~~respectively. Currently, our cash balance is not sufficient to fund our operations and our revenues cannot cover our cost and expenses for any substantive period~~ of ~~time.~~Proceeds ~~We have been utilizing and may continue to utilize funds~~ from ~~Photozou~~Registered Co., Ltd., and White Knight Co., Ltd owned and managed by Koichi Ishizuka, our CEO. Photozou Holdings., Inc, and Koichi Ishizuka, and affiliated entities of Koichi Ishizuka, have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.Securities

IfOn or about August 30, 2024, we ~~need~~sold ~~additional~~17,361 ~~cash~~shares ~~and~~of ~~cannot~~our ~~raise~~restricted itcommon stock to SJ Capital Co., weLtd., a Japanese company, at a price ~~will~~of $4.00 per ~~either~~share, ~~have~~for aggregate gross proceeds of approximately $69,444. SJ Capital Co., Ltd. is not a related party to ~~suspend~~the ~~operations~~Company. ~~until~~The weissuance dowas ~~raise~~made in a transaction exempt from registration under the ~~cash~~Securities weAct ~~need~~of 1933, as amended (the “Securities Act”), in reliance on Regulation S and/or ~~cease~~Section ~~operations~~4(a)(2) ~~entirely~~thereunder. No underwriters were involved in this transaction.

~~For~~On or ~~the~~about ~~years~~August ~~ended November 30~~31, ~~2023~~2024, ~~the Company~~we ~~borrowed~~sold ~~$105~~34,~~987~~722 ~~from~~shares ~~Photozou~~of ~~Co.,~~our ~~Ltd.,~~restricted acommon ~~company~~stock ~~controlled~~to bySTEIN ~~Koichi Ishizuka~~Corporation, ~~CEO,~~a ~~$101~~Japanese company,~~340~~ ofat ~~which~~a ~~was~~price ~~comprised~~ of $5.00 per ~~expenses~~share, ~~paid~~for onaggregate ~~behalf~~gross proceeds of ~~the~~approximately $173,611. ~~Company~~STEIN byCorporation ~~the~~is not a related party, ~~and~~to the ~~remaining~~Company. ~~$4,647~~The issuance was ~~comprised~~made ofin ~~cash~~a ~~borrowing~~transaction ~~received~~exempt ~~by the~~from ~~Company~~registration ~~directly~~under ~~through its bank account from~~ the ~~related~~Securities ~~party.~~Act ~~During~~in ~~the~~reliance ~~years~~on ~~ended~~Regulation ~~November~~S ~~30,~~and/or ~~2023,~~Section ~~the~~4(a)(2). ~~Company~~No underwriters ~~furnished~~were ~~repayments~~involved in anthis ~~amount of $7,410 to Photozou Co~~transaction.~~, Ltd.~~

~~For~~On or ~~the~~about ~~years ended~~ November 3022, ~~2023~~2024, ~~the Company~~we ~~borrowed~~sold ~~$71~~40,~~492~~000 ~~from~~shares ~~White~~of ~~Knight~~our ~~Co.,~~restricted ~~Ltd.~~common astock ~~company~~to ~~controlled~~Kubota byCorporation, ~~Koichi~~a ~~Ishizuka,~~Japanese ~~CEO~~company, ~~all~~at ofa ~~which was comprised~~ price of $5.00 per ~~cash borrowing~~share, ~~received~~for byaggregate ~~the~~gross ~~Company~~proceeds ~~directly~~of ~~through~~approximately $200,000. ~~its~~Kubota ~~bank~~Corporation ~~account~~is ~~from~~not ~~the~~a related party. to ~~For~~ the ~~years~~Company. ~~ended~~The ~~November~~issuance ~~30,~~was ~~2023, the~~made ~~Company~~in ~~had~~a ~~$167~~transaction ofexempt ~~accrued~~from ~~interest~~registration ~~payable~~under ~~due to~~ the ~~related~~Securities ~~party.~~Act ~~The~~in ~~payable~~reliance ~~due~~on toRegulation ~~White Knight Co., Ltd. is unsecured,~~S ~~bears~~and/or anSection ~~annual interest rate of 0~~4(a)(2).~~8%,~~ ~~and~~No isunderwriters ~~due~~were oninvolved ~~July~~in ~~31,~~this ~~2024~~transaction.

~~Revenues~~- 5 -

~~For~~Table ~~the years ended November 30, 2023, and 2022, we generated revenues in the amount~~ of $57,436 and $139,974, respectively, from the sale of used cameras, and $16,465 and $46,017, respectively, primarily from photo sessions and advertising services related to the company’s websites. It is the company’s belief that the decreased revenue for the fiscal year ended November 30, 2023, when compared to the fiscal year ended November 30, 2022, was the result of decreased demand for used cameras during the November 30, 2023 fiscal year.Contents

~~For the years ended November 30, 2023 and 2022, used camera revenue generated from the US market is 92.1% and 100% of used camera revenue,~~Item ~~respectively~~6. ~~For~~Selected ~~the~~Financial ~~years ended November 30, 2023 and 2022, used camera revenue generated from the Japan market is 7~~Data.~~9% and 0% of used camera revenue, respectively.~~

~~Net~~Not ~~Loss~~applicable because the Company is a smaller reporting company.

WeItem ~~recorded~~7. aManagement’s ~~net~~Discussion ~~loss of $263,837~~ and ~~$155,286~~Analysis ~~for~~of ~~the~~Financial ~~years~~Condition ~~ended November 30, 2023~~ and ~~2022,~~Results ~~respectively.~~of The greater net loss for the year ended November 30, 2023, as opposed to the year ended November 30, 2022, was attributed to the increase in expenses and the decrease in revenue during the November 30, 2023 fiscal yearOperations.

WeForward-Looking ~~believe that we realized a net loss for the years ended November 30, 2023, and November 30, 2022, because our, and our subsidiary’s, collective operating expenses outweighed our gross profits.~~Statements

~~Through the current date~~Certain statements, ~~our~~other ~~gross~~than ~~profit~~purely ~~ratio has~~historical ~~been~~information, inincluding ~~our~~estimates, ~~opinion~~projections, ~~low.~~statements Torelating ~~improve~~to ~~upon~~ our ~~margins,~~business ~~going forward~~plans, ~~we intend to make an attempt to purchase cameras at lower~~objectives, ~~prices~~and byexpected ~~better~~operating ~~negotiating purchases in our favor~~results, and orthe ~~buying~~assumptions inupon ~~bulk~~which atthose ~~cheaper~~statements ~~prices.~~are ~~We do not believe a small increase in our pricing will deter buyers from purchasing our cameras~~based, ~~therefore we~~ are ~~also~~“forward-looking ~~exploring the possibility of increasing our prices slightly~~statements.”

~~Cash~~These forward-looking ~~flow~~statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

~~For~~Forward-looking statements ~~the~~are ~~years~~based ~~ended~~on ~~November~~current ~~30,~~expectations ~~2023,~~and assumptions that are subject to risks and ~~2022, we~~uncertainties ~~had~~which ~~negative~~may ~~cash~~cause ~~flows~~actual results to differ materially from ~~operating~~the ~~activities~~forward-looking instatements. Our ability to predict results or the ~~amount~~actual effect of ~~$141,999~~future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and $3future prospects on a consolidated basis include,~~323~~ but are not limited to: changes in economic conditions, ~~respectively.~~legislative/regulatory Wechanges, ~~believe~~availability ~~the~~of ~~variance~~capital, interest ~~between~~rates, ~~periods~~competition, toand begenerally ~~attributable~~accepted toaccounting aprinciples. ~~significantly~~These ~~larger~~risks ~~net~~and ~~loss~~uncertainties ~~incurred~~should ~~during~~also ~~the~~be ~~fiscal~~considered ~~year~~in ~~ended~~evaluating forward-looking ~~November~~statements ~~30,~~and ~~2023~~undue reliance should not be placed on such statements.

~~For the years ended November 30, 2023, and 2022,~~Liquidity ~~we had cash flows from financing activities in the amount of $133,369~~ and ~~negative~~Capital ~~$37,900, respectively. We believe the variance between periods to be attributable to significantly greater proceeds from a related party during the fiscal year ended November 30, 2023.~~Resources

~~Working~~As of ~~capital~~November 30, 2024, and 2023, we had cash and cash equivalents in the amount of $24,517 and $11,562, respectively. Currently, our cash balance is not sufficient to fund our operations and our revenues cannot cover our cost and expenses for any substantive period of time. We have been utilizing and may continue to utilize funds from Photozou Co., Ltd., and White Knight Co., Ltd owned and managed by Koichi Ishizuka, our CEO. Photozou Holdings., Inc, and Koichi Ishizuka, and affiliated entities of Koichi Ishizuka, have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

AsIf we ofneed ~~November~~additional ~~30,~~cash ~~2023,~~ and ~~2022~~cannot raise it, we ~~had~~will aeither ~~working deficit~~have ofto ~~$716,702~~suspend ~~and~~operations ~~$563~~until we do raise the cash we need,~~519,~~ ~~respectively~~or cease operations entirely.

~~Going~~As of ~~Concern~~November 30, 2024, the Company had amounts due to Photozou Co., Ltd., a company controlled by our CEO, of $716,680, compared to $794,757 as of November 30, 2023. These amounts are unsecured, non-interest bearing, and payable on demand. The Company continues to rely on Photozou Co., Ltd. for working capital support, although there is no formal commitment or legally binding obligation for Photozou Co., Ltd. to provide future financing.

~~The accompanying consolidated financial statements~~For ~~are~~the ~~prepared~~year onended aNovember ~~basis~~30, of2024, ~~accounting assuming that~~ the Company isborrowed a$307,483 ~~going~~from ~~concern~~White ~~that~~Knight ~~contemplates realization of assets and satisfaction of liabilities in the normal course of business~~Co., ~~The Company is in the early stage of operations and has reoccurring net losses and working capital deficit~~Ltd. ~~These factors raise substantial doubt about the Company’s ability to continue as~~ a ~~going~~company ~~concern.~~controlled ~~The~~by ~~Company~~Koichi Ishizuka, ~~will~~CEO, ~~offer~~all ~~noncash~~of ~~consideration~~which ~~and~~was ~~seek~~comprised ~~equity lines as a means~~ of ~~financing~~cash ~~its~~borrowing ~~operations.~~received Ifby the Company isdirectly ~~unable~~through toits ~~obtain~~bank ~~revenue-producing contracts~~account orfrom ~~financing or if~~ the ~~revenue~~related orparty. ~~financing~~The payable itdue ~~does obtain is insufficient~~ to ~~cover~~White ~~any~~Knight ~~operating losses it may incur~~Co., itLtd. ~~may substantially~~is ~~curtail or terminate its operations or seek other business opportunities through strategic alliances~~unsecured, ~~acquisitions~~bears oran ~~other arrangements~~annual ~~that~~interest ~~may~~rate ~~dilute the interests~~ of ~~existing stockholders~~0. ~~However~~8%, ~~management~~and ~~cannot~~is ~~provide~~due ~~any~~on ~~assurances~~July ~~that~~31, ~~the Company will be successful in accomplishing any of its plans~~2024. ~~The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Item~~In addition, 7Aon August 31, 2024 the Company entered into a short-term loan agreement with SJ Capital Co., ~~Quantitative~~Ltd., a third-party lender, in the principal amount of 40,000,000 JPY (approximately US$ 265,358 at the November 30, 2024 exchange rate). The loan is unsecured, bears interest at an annual rate of 15%, and ~~Qualitative~~matures ~~Disclosures~~on February 28, 2025. As of November 30, 2024, the outstanding principal and accrued interest on this loan were included within “Other current liabilities” on our consolidated balance sheet. Given the high interest rate and near-term maturity of this obligation, together with our existing working capital deficit, the SJ Capital loan contributes to our liquidity risk and is one of the factors underlying the substantial doubt about ~~Market~~our ~~Risk~~ability to continue as a going concern.

~~As a “smaller reporting company”, we are not required to provide the information required by this Item.~~Revenues

-For the 6years -ended November 30, 2024, and 2023, we generated revenues in the amount of $49,289 and $57,436, respectively, from the sale of used cameras, and $131,525 and $16,465, respectively, primarily from photo sessions and advertising services related to the company’s websites. The Company believes the increase in revenue for the fiscal year ended November 30, 2024, compared to the fiscal year ended November 30, 2023, resulted from an increase in photo sessions and advertising services during the fiscal year ended November 30, 2024.

~~Table of Contents~~Net Loss

~~Item~~We recorded 8.a ~~Financial~~net ~~Statements~~loss of $329,082 and ~~Supplementary~~$263,837 ~~Data~~for the years ended November 30, 2024 and 2023, respectively. The greater net loss for the year ended November 30, 2024, as opposed to the year ended November 30, 2023, was attributed to the increase in operating expenses during the November 30, 2024 fiscal year.

		Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)		F2
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)		F3
Consolidated Balance Sheets		F4
Consolidated Statements of Operations and Comprehensive Loss		F5
Consolidated Statements of Changes in Stockholders’ Deficit		F6
Consolidated Statements of Cash Flows		F7
Notes to Consolidated Financial Statements		F8-F9

We believe that we realized a net loss for the years ended November 30, 2024, and November 30, 2023, because our, and our subsidiary’s, collective operating expenses outweighed our gross profits.

~~- F1 -~~Cash flow

~~Table~~For the years ended November 30, 2024, and 2023, we had negative cash flows from operating activities in the amount of ~~Contents~~$122,857 and $141,999, respectively. We believe the variance between periods is primarily attributable to a significant increase in prepaid expenses and other current assets incurred during the fiscal year ended November 30, 2024.

~~Report~~For the years ended November 30, 2024, and 2023, we had cash flows from financing activities in the amount of ~~Independent~~$871,795 ~~Registered~~and ~~Public~~$133,369, ~~Accounting~~respectively. The ~~Firm~~difference between these periods is primarily attributable to a significant increase in the proceeds of the short-term loan and the cash received from the sale of stock. For the years ended November 30, 2024. The breakdown of cash flows from financing activities consists of proceeds from the sale of 92,083 shares for $703,939 and new borrowings from related parties of approximately $237,629. The Company's improved liquidity stems not from improved operating performance, but from funding from related parties and reliance on continued future stock offerings.

~~To the shareholders and the board of directors~~Working ~~of Photozou Holdings, Inc.~~capital

~~Opinion~~As of onNovember ~~the~~30, ~~Financial~~2024, ~~Statements~~and 2023, we had a working deficit of $586,045 and $723,121, respectively.

~~We have audited the accompanying consolidated~~Going balance sheet of Photozou Holdings, Inc. (the "Company") as of November 30, 2023, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.Concern

~~Substantial~~The accompanying ~~Doubt~~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 and working capital deficit. These factors raise substantial doubt about the Company’s ~~Ability~~ability to ~~Continue~~continue as a ~~Going~~going ~~Concern~~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.

~~The accompanying financial statements have~~Item ~~been prepared assuming that the Company will continue as a going concern~~7A. AsQuantitative ~~discussed~~and inQualitative ~~Note~~Disclosures ~~3 to the financial statements, the Company’s significant operating losses raise substantial doubt~~ about ~~its~~Market ~~ability to continue as a going concern~~Risk. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~As a ~~for~~“smaller ~~Opinion~~reporting company”, we are not required to provide the information required by this Item.

~~These financial statements are the responsibility~~- of6 the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.-

~~We conducted our audit in accordance with~~Table ~~the standards~~ of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Contents

~~Our audit included performing procedures~~Item ~~to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~8. ~~Such~~Financial ~~procedures~~Statements ~~included examining, on a test basis, evidence regarding the amounts~~ and ~~disclosures~~Supplementary ~~in the financial statements~~Data. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s BF Borgers CPA PC

		Pages


Report of Independent Registered Public Accounting Firm (PCAOB ID 6797)		F2

Consolidated Balance Sheets		F3

Consolidated Statements of Operations and Comprehensive Loss		F4

Consolidated Statements of Changes in Stockholders’ Deficit		F5

Consolidated Statements of Cash Flows		F6

Notes to Consolidated Financial Statements		F7-F9

BF- ~~Borgers~~F1 ~~CPA PC (PCAOB ID 5041)~~-

WeTable ~~have~~of ~~served as the Company's auditor since 2023~~Contents

~~Lakewood,~~Report COof Independent Registered Public Accounting Firm

~~March~~Board 8,of ~~2024~~Directors and Shareholders

-Photozou Holdings ~~F2 -~~Inc.

~~Table~~Opinion on ofthe ~~Contents~~Financial Statements

~~REPORT~~We have OFaudited ~~INDEPENDENT~~the ~~REGISTERED~~accompanying consolidated balance sheets of Photozou Holdings Inc. and its subsidiary (the “Company”) as ~~PUBLIC~~of ~~ACCOUNTING~~November ~~FIRM~~30, 2024 and 2023 and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for the period ended November 30, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~To the Shareholders and Board of Directors of~~Going Concern

~~Photozou~~The accompanying ~~Holdings~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, ~~Inc~~the Company has incurred recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Opinion~~Basis for ~~on the Financial Statements~~Opinion

WeThese financial ~~have~~statements ~~audited~~are the ~~accompanying~~responsibility ~~consolidated balance sheet~~ of ~~Photozou~~the ~~Holdings,~~Company's ~~Inc~~management. ~~and~~Our ~~its~~responsibility ~~subsidiary~~is ~~(collectively,~~to ~~the~~express ~~“Company”)~~an asopinion ofon ~~November~~these ~~30, 2022, and the~~financial ~~related consolidated~~ statements ofbased ~~operations~~on ~~and~~our ~~comprehensive~~audit. ~~loss,~~We ~~changes~~are ina ~~stockholders’~~public ~~deficit,~~accounting ~~and~~firm ~~cash~~registered ~~flows~~with ~~for~~ the ~~year then~~Public ~~ended,~~Company ~~and~~Accounting ~~the~~Oversight ~~related~~Board ~~notes~~ (~~collectively~~United States) ~~referred to as the~~ (“~~financial statements~~PCAOB”). Inand ~~our~~are ~~opinion,~~required ~~the~~to ~~financial statements~~be ~~present~~independent ~~fairly,~~with inrespect ~~all~~to ~~material respects,~~ the ~~financial~~Company ~~position~~in ofaccordance with the ~~Company~~U.S. asfederal ofsecurities laws ~~November 30, 2022,~~ and the ~~results~~applicable ~~of their~~rules ~~operations~~ and ~~their~~regulations ~~cash~~of ~~flows for~~ the ~~year~~Securities ~~then~~and ~~ended,~~Exchange inCommission ~~conformity~~and ~~with accounting principles generally accepted in~~ the ~~United States of America~~PCAOB.

~~Going~~We conducted ~~Concern~~our ~~Matter~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our audit ~~accompanying~~included ~~financial~~performing ~~statements~~procedures ~~have been~~to ~~prepared~~assess ~~assuming~~the ~~that~~risks of material misstatement of the ~~Company~~financial ~~will~~statements, ~~continue~~whether asdue ato ~~going~~error ~~concern.~~or fraud, Asand ~~discussed~~performing inprocedures ~~Note~~that 3respond to ~~the~~those ~~financial~~risks. ~~statements,~~Such ~~the~~procedures ~~Company has~~included ~~suffered~~examining, ~~recurring~~on ~~losses~~a ~~from~~test ~~operations~~basis, ~~and~~evidence ~~has~~regarding the aamounts ~~net~~and ~~capital~~disclosures ~~deficiency~~in ~~that~~the ~~raises~~financial ~~substantial~~statements. ~~doubt~~Our ~~about~~audits ~~its~~also ~~ability~~included toevaluating ~~continue as~~the aaccounting ~~going~~principles ~~concern.~~used ~~Management's~~and ~~plans~~significant estimates inmade ~~regard~~by tomanagement, ~~these~~as ~~matters~~well ~~are~~as ~~also~~evaluating ~~described~~the inoverall ~~Note~~presentation 3.of ~~The~~the financial statements. doWe ~~not~~believe ~~include any adjustments~~ that ~~might~~our ~~result~~audit ~~from~~provides a ~~the~~reasonable ~~outcome~~basis offor ~~this~~our ~~uncertainty~~opinion.

~~Basis~~Critical Audit ~~for Opinion~~Matters

~~These~~Critical audit ~~financial~~matters ~~statements~~ are ~~the~~matters ~~responsibility of~~arising from the ~~Company’s~~current ~~management.~~period ~~Our~~audit ~~responsibility~~of ~~is to express an opinion on~~ the ~~Company’s~~ financial statements ~~based~~that onwere ~~our audit.~~communicated Weor ~~are~~required ato ~~public~~be communicated ~~accounting~~to ~~firm registered with~~ the ~~Public~~audit ~~Company~~committee ~~Accounting~~and ~~Oversight~~that ~~Board~~ (~~United States~~1) ~~("PCAOB") and~~relate ~~are~~to ~~required~~accounts toor bedisclosures ~~independent~~that ~~with~~are ~~respect~~material to the ~~Company~~financial instatements ~~accordance~~and (2) ~~with~~involved ~~the~~our ~~U.S.~~especially ~~federal~~challenging, ~~securities~~subjective, ~~laws~~or ~~and~~complex ~~the~~judgements. ~~applicable rules~~We ~~and~~determined ~~regulations~~that ofthere ~~the~~are ~~Securities~~no ~~and~~critical ~~Exchange~~audit ~~Commission and the PCAOB~~matters.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'/s ~~internal~~/Bush ~~control~~& ~~over~~Associates ~~financial~~CPA ~~reporting. Accordingly, we express no such opinion.~~LLC

~~Our audit included performing procedures~~We tohave ~~assess~~served the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as ~~well as evaluating~~ the ~~overall~~Company’s ~~presentation~~auditor ofsince ~~the financial statements~~2024. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~/s/ MaloneBailey~~Las Vegas, ~~LLP~~Nevada

~~www.malonebailey.com~~March 30, 2026

~~We have served as the Company's auditor~~PCAOB ~~from~~ID ~~2017~~Number ~~through 2023.~~6797

~~Houston,~~- F2 ~~Texas~~-

~~March~~Table of ~~17, 2023~~Contents

-PHOTOZOU HOLDINGS, ~~F3 -~~INC.

~~Table~~CONSOLIDATED BALANCE ~~of Contents~~SHEETS

PHOTOZOU HOLDINGS, INC.

			2024 YE		2023 YE
			November 30, 2024		November 30, 2023

ASSETS
CURRENT ASSETS
	Cash and cash equivalents	$	24,517	$	11,562
	Accounts receivable - trade		8,185		4,594
	Prepaid and other current assets		332,838		1,709
	Sales tax recoverable		16,483		14,771
	Inventories net		53,676		68,466

TOTAL CURRENT ASSETS			435,698		101,102

PROPERTY, PLANT AND EQUIPMENT
	Website and software, net		64,343		65,948
	Less accumulated depreciation and amortization		(31,776)		(10,637)

TOTAL PROPERTY, PLANT AND EQUIPMENT			32,566		55,311

TOTAL ASSETS			468,265		156,413

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
	Other current liabilities	$	298,018	$	13,419
	Due to related party		716,680		794,757
	Long-term loan payable, current portion		7,045		9,628

TOTAL CURRENT LIABILITIES			1,021,744		817,804

NON-CURRENT LIABILITIES:
	Long-term loan payable, non-current portion	$	-	$	6,419

TOTAL LIABILITIES			1,021,744		824,223

STOCKHOLDERS’ DEFICIT
	Preferred stock ($.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of November 30, 2024 and November 30, 2023)		-		-
	Common stock ($.0001 par value, 500,000,000 shares authorized, 8,092,083 and 8,000,000 shares issued and outstanding as of November 30, 2024 and November 30, 2023)		809		800
	Additional paid in capital		493,076		50,030
	Accumulated deficit		(1,267,866)		(938,784)
	Accumulated other comprehensive Income (loss)		220,502		220,144

TOTAL STOCKHOLDERS’ DEFICIT			(553,479)		(667,810)

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT		$	468,265		156,413

~~CONSOLIDATED~~The accompanying ~~BALANCE~~notes ~~SHEETS~~are an integral part of these audited consolidated financial statements.

		November 30, 2023		November 30, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	11,562	$	19,104
Accounts receivable		4,594		7,981
Prepaid and other current assets		1,709		2,657
Sales tax recoverable		14,771		10,978
Inventories, net		68,466		58,780
TOTAL CURRENT ASSETS		101,102		99,500
NON-CURRENT ASSETS
Website and software, net		55,311		5,401
Advance payments		-		25,084
TOTAL ASSETS		156,413		129,985
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accrued expenses	$	13,419	$	823
Due to related party		794,757		651,999
Long-term loan payable, current portion		9,628		10,197
TOTAL CURRENT LIABILITIES		817,804		663,019
NON-CURRENT LIABILITIES
Long-term loan payable, non-current portion		6,419		16,994
TOTAL LIABILITIES		824,223		680,013
STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of November 30, 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 November 30, 2023 and November 30, 2022)		800		800
Additional paid in capital		50,030		50,030
Accumulated deficit		(938,784)		(674,947)
Accumulated other comprehensive income		220,144		74,089
TOTAL STOCKHOLDERS’ DEFICIT		(667,810)		(550,028)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	156,413	$	129,985

- F3 -

~~The accompanying notes are an integral part~~ Table of ~~these consolidated financial statements.~~ Contents

-PHOTOZOU HOLDINGS, ~~F4 -~~INC.

~~Table~~CONSOLIDATED STATEMENTS ofOF ~~Contents~~OPERATIONS AND COMPREHENSIVE LOSS

PHOTOZOU HOLDINGS, INC.

			Year Ended		Year Ended
			November 30, 2024		November 30, 2023

Revenues
	Revenue from cameras sold	$	49,289	$	57,436
	Service revenue		131,525		16,465

Total revenues			180,814		73,901

Cost of revenues
	Cost of revenue from cameras sold		39,737		41,992
	Cost of service revenue		41,883		37,354

Total Cost of revenues			81,620		79,346

Gross profit			99,194		(5,445)

OPERATING EXPENSES
	General and Administrative Expenses	$	417,397	$	259,504

TOTAL OPERATING EXPENSES		$	417,397	$	259,504

OTHER INCOME		$	451	$	1,454

OTHER EXPENSE		$	11,330	$	342

NET LOSS		$	(329,082)	$	(263,837)

OTHER COMPREHENSIVE LOSS
	Foreign currency translation adjustment	$	358	$	146,055

TOTAL COMPREHENSIVE LOSS		$	(328,724)	$	(117,782)

BASIC AND DILUTED NET LOSS PER COMMON STOCK		$	(0.04)	$	(0.03)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED			8,035,093		8,000,000

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~OPERATIONS~~an ~~AND COMPREHENSIVE~~integral ~~LOSS~~part of these audited consolidated financial statements.

		Year Ended		Year Ended
		November 30, 2023		November 30, 2022
REVENUES
Revenue from cameras sold	$	57,436	$	139,974
Service revenue		16,465		46,017
TOTAL REVENUES		73,901		185,991
COST OF REVENUES
Cost of revenue from cameras sold		41,992		109,301
Cost of service revenue		37,354		41,337
TOTAL COST OF REVENUES		79,346		150,638
GROSS (LOSS) PROFIT		(5,445)		35,353
OPERATING EXPENSES
General and administrative expenses	$	259,504	$	199,022
TOTAL OPERATING EXPENSES	$	259,504	$	199,022
OTHER INCOME	$	1,454	$	8,544
OTHER EXPENSES		342		161
NET LOSS BEFORE TAXES	$	(263,837)	$	(155,286)
NET LOSS	$	(263,837)	$	(155,286)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	$	146,055	$	61,514
TOTAL COMPREHENSIVE LOSS	$	(117,782)	$	(93,772)
BASIC AND DILUTED NET LOSS PER COMMON STOCK	$	(0.03)	$	(0.02)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		8,000,000		8,000,000
The accompanying notes are an integral part of these consolidated financial statements.

- F4 -

-Table F5of -Contents

~~Table~~PHOTOZOU HOLDINGS, ~~of Contents~~INC.

~~PHOTOZOU~~STATEMENTS ~~HOLDINGS,~~OF ~~INC.~~CHANGES IN STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

			ADDITIONAL	OTHER
	COMMON STOCK		PAID IN	COMPREHENSIVE	ACCUMULATED
	NUMBER	AMOUNT	CAPITAL	DEFICIT	DEFICIT	TOTALS

Balance November 30, 2022	8,000,000	800	50,030	(674,947)	74,089	(550,028)
Net loss	-	-	-	(263,837)	-	(263,837)
Foreign currency translation	-	-	-	-	146,055	146,055

Balance November 30, 2023	8,000,000	800	50,030	(938,784)	220,144	(667,810)
Common shares sold	92,083	9	443,046			443,055
Net loss	-	-	-	(329,082)	-	(329,082)
Foreign currency translation	-	-	-	-	358	358

Balance November 30, 2024	8,092,083	809	493,076	(1,267,866)	220,502	(553,479)

					ADDITIONAL	OTHER
	COMMON STOCK				PAID IN	COMPREHENSIVE	ACCUMULATED
	NUMBER		AMOUNT		CAPITAL	(LOSS) INCOME	DEFICIT	TOTALS
Balance November 30, 2021	8,000,000	$	800	$	50,030	12,575	(519,661)	(456,256)
Net loss	-		-		-	-	(155,286)	(155,286)
Foreign currency translation	-		-		-	61,514	-	61,514
Balance November 30, 2022	8,000,000		800		50,030	74,089	(674,947)	(550,028)
Net loss	-		-		-	-	(263,837)	(263,837)
Foreign currency translation	-		-		-	146,055	-	146,055
Balance November 30, 2023	8,000,000		800		50,030	220,144	(938,784)	(667,810)

The accompanying notes are an integral part of these audited consolidated financial statements.

~~The~~- ~~accompanying~~F5 ~~notes are an integral part of these consolidated financial statements.~~-

-Table F6of -Contents

~~Table~~PHOTOZOU ofHOLDINGS, ~~Contents~~INC.

~~PHOTOZOU~~CONSOLIDATED STATEMENTS ~~HOLDINGS,~~OF ~~INC.~~CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

			2024 YE		2023 YE
			Year Ended		Year Ended
			November 30, 2024		November 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(329,082)	$	(263,837)
	Adjustments to reconcile net loss to net cash:
	Depreciation and amortization expenses		21,381		9,397
	Changes in operating assets and liabilities:
	Accounts receivable – trade		(3,700)		3,093
	Prepaid and other current assets		166,576		862
	Inventories		13,114		(13,628)
	Sales tax recoverable		(2,070)		(4,631)
	Accrued expense		9,591		101,674
	Due to related party		1,333		167
	Impairment loss on advance payments		-		24,904
	Net cash used in operating activities		(122,857)		(141,999)

CASH FLOWS FROM FINANCING ACTIVITIES					-
	Proceeds from due to related party	$	237,629	$	151,205
	Repayment of due to related party		(327,790)		(7,410)
	Proceeds of Short-term loan		265,137		-
	Cash received from the sale of stock		703,939		-
	Repayment of long-term loan		(7,120)		(10,426)
	Net cash provided by financing activities		871,795		133,369

Net effect of exchange rate changes on cash		$	(735,984)	$	1,088

Net Change in Cash and Cash equivalents		$	12,955	$	(7,542)
Cash and cash equivalents - beginning of period			11,562		19,104
Cash and cash equivalents - end of period			24,517		11,562

NON-CASH TRANSACTIONS
	Due to related party forgiven	$	-	$	101,340
	Software acquired with accounts payable		-		11,439
	Deemed contribution related to website transferred from related party under common control		-		48,902

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	147	$	175
Income taxes paid		$	-	$	-

		Year Ended		Year Ended
		November 30, 2023		November 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(263,837)	$	(155,286)
Adjustments to reconcile net loss to net cash:
Amortization expenses		9,397		1,542
Allowance for inventory obsolescence		-		11,900
Impairment loss on advance payments		24,904		-
Changes in operating assets and liabilities:
Accounts receivable		3,093		7,886
Inventories, net		(13,628)		11,861
Prepaid and other current assets		862		(1,168)
Sales tax recoverable		(4,631)		10,825
Accrued expenses		101,674		110,967
Due to related party		167		-
Deferred revenue		-		(1,850)
Net cash used in operating activities		(141,999)		(3,323)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party	$	151,205	$	23,129
Repayments of due to related party		(7,410)		(50,112)
Repayments of long-term loan		(10,426)		(10,917)
Net cash provided by (used in) by financing activities		133,369		(37,900)
Net effect of exchange rate changes on cash	$	1,088	$	(7,985)
Net Change in Cash and Cash equivalents	$	(7,542)	$	(49,208)
Cash and cash equivalents - beginning of year		19,104		68,312
Cash and cash equivalents - end of year		11,562		19,104
NON-CASH TRANSACTIONS
Expense paid by related party on behalf of the Company	$	101,340	$	138,465
Software acquired with accounts payable	$	11,439	$	-
Deemed contribution related to website transferred from related party under common control		48,902		-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	175	$	161
Income taxes paid	$	-	$	-

The accompanying notes are an integral part of these audited consolidated financial statements.

~~The~~- F6 ~~accompanying notes are an integral part of these consolidated financial statements.~~-

-Table of ~~F7 -~~Contents

~~Table~~PHOTOZOU HOLDINGS, ~~of Contents~~INC.

~~PHOTOZOU~~NOTES TO ~~HOLDINGS,~~CONSOLIDATED ~~INC.~~FINANCIAL STATEMENTS

~~NOTES~~NOVEMBER 30, TO2024 ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS~~2023

~~NOVEMBER~~NOTE 301 - ORGANIZATION, ~~2023~~DESCRIPTION ~~AND~~OF ~~2022~~BUSINESS

~~NOTE 1~~Photozou ~~- ORGANIZATION~~Holdings, ~~DESCRIPTION~~Inc. OF(the ~~BUSINESS~~“Company”) was incorporated under the laws of the State of Delaware on September 29, 2014.

~~Photozou~~On May ~~Holdings~~8, ~~Inc.~~2018, (the “Company~~”) was~~ ~~incorporated~~conducted ~~under~~a stock cancellation of the ~~laws~~above 3,037,300 shares and the total funds of $75,933 were returned to investors. The cancellation of the ~~State~~shares and return of ~~Delaware~~funds onwas ~~September~~due ~~29,~~to ~~2014~~the fact that we did not make an acquisition in the allotted time granted by Rule 419.

On May 831, 2018, the Company ~~conducted~~ entered into and consummated a ~~stock~~Stock ~~cancellation~~Purchase Agreement (the “Stock Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing of the ~~above~~Stock 3Purchase Agreement,~~037~~ Koichi Ishizuka transferred to the Company,~~300~~ 10,000 shares of common stock of Photozou Koukoku Co., Ltd., a Japan corporation (“Photozou Koukoku”), which represented all of its issued and ~~the~~outstanding ~~total~~shares, ~~funds~~in consideration of 1,000,000 JPY ($759,~~933~~190 ~~were~~USD ~~returned~~as toof ~~investors~~the exchange rate May 31, 2018). The ~~cancellation~~Company ofhas since gained a 100% interest in the ~~shares~~issued and ~~return~~outstanding shares of ~~funds~~Photozou ~~was~~Koukoku’s ~~due~~common tostock and Photozou Koukoku is now a wholly owned subsidiary of the ~~fact~~Company. ~~that~~The weCompany ~~did~~and ~~not~~Photozou ~~make~~Koukoku anwere ~~acquisition~~under incommon ~~the~~control ~~allotted~~at the time ~~granted~~of bythe ~~Rule 419~~acquisition.

~~On May 31, 2018, the Company~~Photozou ~~entered~~Koukoku ~~into~~was ~~and~~incorporated ~~consummated~~under ~~a Stock Purchase Agreement (~~the ~~“Stock~~laws ~~Purchase Agreement”) with Koichi Ishizuka, our President, CEO, and Director. At the closing~~ of ~~the~~Japan ~~Stock~~on ~~Purchase~~March ~~Agreement~~14, ~~Koichi Ishizuka transferred to the Company, 10,000 shares of common stock of Photozou Koukoku Co~~2017., ~~Ltd.~~Currently, ~~a Japan corporation (“~~Photozou Koukoku~~”),~~ ~~which~~is ~~represented~~headquartered ~~all of its issued and outstanding shares,~~ in ~~consideration of 1~~Tokyo,~~000,000~~ ~~JPY ($9,190 USD as of the exchange rate May 31, 2018)~~Japan. The Company ~~has~~offers ~~since~~advertising ~~gained~~services ~~a 100% interest in the issued~~ and ~~outstanding~~photo ~~shares~~session ofservices, ~~Photozou Koukoku’s common stock~~ and ~~Photozou~~sells ~~Koukoku~~used ~~is now a wholly owned subsidiary of the Company~~cameras. ~~The Company and Photozou Koukoku were under common control at the time of the acquisition.~~

On June 5, 2018, Photozou ~~Koukoku~~Co., ~~was~~Ltd., ~~incorporated~~our ~~under~~controlling ~~the~~shareholder, ~~laws~~entered ofinto stock purchase agreements with 69 Japanese shareholders. ~~Japan~~Pursuant onto ~~March~~these 14agreements, ~~2017~~Photozou Co., ~~Currently~~Ltd. sold 3,028,900 shares of Photozou ~~Koukoku~~Holdings iscommon ~~headquartered~~stock in ~~Tokyo,~~total ~~Japan.~~to ~~The~~these ~~Company~~individuals and ~~offers~~received ~~advertising~~$75,723 ~~services~~as ~~and~~aggregate ~~photo session~~consideration. ~~services,~~Each ~~and~~shareholder ~~sells~~paid ~~used~~.025 ~~cameras~~USD per share.

On July ~~June 5~~17, 2018, Photozou Co., Ltd., our controlling shareholder, entered into a stock purchase ~~agreements~~agreement with 691 Japanese ~~shareholders~~shareholder. Pursuant to ~~these~~the ~~agreements~~agreement, Photozou Co., Ltd. sold ~~3,028,900~~ ~~shares~~a total of ~~Photozou~~7,000 ~~Holdings~~shares of common stock ~~in total~~ to ~~these~~this ~~individuals~~individual and received $~~75,723~~175 as aggregate consideration. Each shareholder paid $0.025 USD per share.

On September ~~July 17~~21, ~~2018~~2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a ~~stock~~Stock ~~purchase~~Purchase ~~agreement~~Agreement with 1Koichi ~~Japanese~~Ishizuka, our ~~shareholder~~Sole Officer and Director. Pursuant to the ~~agreement~~closing of the Agreement on September 21, 2020, Photozou Co., Ltd. ~~sold~~transferred ato Koichi ~~total~~Ishizuka ~~of 7~~4,~~000~~553,200 shares of our common stock, towhich ~~this~~represents ~~individual~~approximately 56.9% of our issued and ~~received~~outstanding ~~$175~~common asstock, ~~aggregate~~in consideration. of ~~Each~~JPY ~~shareholder~~6,657,917 ~~paid~~(approximately $060,500).~~025~~ ~~USD per~~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.

On ~~September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder,~~ ~~entered~~April ~~into a Stock Purchase Agreement with Koichi Ishizuka~~19, ~~our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21~~2024, ~~2020, Photozou Co., Ltd. transferred to~~ Koichi Ishizuka ~~4,553,200~~resigned ~~shares~~as ~~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~~Company’s ~~of the~~Chief ~~share~~Financial ~~purchase transaction, Koichi Ishizuka owns approximately 66~~Officer.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.

~~The~~On April ~~Company~~19, ~~has~~2024, ~~elected~~Mitsuru ~~November~~Ueno ~~30th~~was appointed as ~~its~~a ~~fiscal year~~Director ~~end~~of the Company.

~~NOTE~~On April 219, -2024, ~~SIGNIFICANT~~Taketsugu ~~ACCOUNTING~~Aoyama ~~POLICIES~~was appointed as an Independent Director of the Company.

~~PRINCIPLES~~On or OFabout ~~CONSOLIDATION~~ August 30, 2024, the company consummated an agreement for the sale of 17,361 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $4.00 per share of Common Stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $69,444. SJ Capital Co., Ltd. is not a related party to the Company.

~~The~~On or ~~consolidated~~about ~~financial~~August ~~statements~~31, ~~include~~2024, the ~~accounts~~company ofconsummated an agreement for the ~~Company~~sale ~~and~~of 34,722 shares of ~~its~~restricted ~~wholly-owned~~Common ~~subsidiary~~Stock to STEIN Corporation, a ~~Photozou~~Japanese ~~Koukoku~~Company, at a price of $5.00 ~~Intercompany~~per share of Common Stock. The total subscription amount paid by STEIN Corporation was approximately ~~transactions~~$173,611. ~~are~~STEIN ~~eliminated~~Corporation is not a related party to the Company.

~~USE~~On September OF11, ~~ESTIMATES~~2024, Hideo Fujioka was appointed as an Independent Director of the Company.

~~The~~On or ~~presentation~~about ofNovember ~~financial~~22, ~~statements~~2024, inthe ~~conformity~~company ~~with~~consummated ~~generally~~an ~~accepted~~agreement ~~accounting~~for ~~principles requires management to make estimates and assumptions that affect~~ the ~~reported~~sale ~~amounts~~ of ~~assets~~40,000 ~~and~~shares ~~liabilities and disclosures~~ of ~~contingent~~restricted ~~assets~~Common ~~and~~Stock ~~liabilities~~to asKubota ofCorporation, ~~the~~a ~~date~~Japanese ofCompany, ~~the~~at ~~financial~~a ~~statements~~price ~~and~~of ~~the~~$5.00 ~~reported~~per ~~amounts~~share of ~~revenue~~Common ~~and expenses during the reporting periods~~Stock. The ~~most~~total ~~significant estimates~~subscription ~~and~~amount ~~assumptions~~paid ~~made~~ by ~~management~~Kubota ~~include~~Corporation ~~going~~was ~~concern, allowance for doubtful accounts, valuation allowance on deferred income~~approximately ~~tax~~$200, ~~inventory obsolescence and sales allowance~~000. ~~Actual~~Kubota ~~results~~Corporation inis ~~the~~not ~~future~~a ~~could~~related ~~vary~~party ~~from~~to the ~~amounts derived from management's estimates and assumptions~~Company.

~~RELATED~~Our principal ~~PARTY~~executive ~~TRANSACTION~~offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

The Company ~~accounts~~has ~~for~~elected ~~related~~November ~~party~~30th ~~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~~fiscal ~~parties~~year ~~in the ordinary course of business~~end.

~~Transactions involving related parties cannot be presumed~~NOTE to2 ~~be carried out on an arm's~~-~~length~~ ~~basis,~~SIGNIFICANT asACCOUNTING 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.POLICIES

~~CASH~~PRINCIPLES OF ~~EQUIVALENTS~~CONSOLIDATION

The consolidated ~~Company~~financial ~~considers~~statements ~~all~~include ~~highly~~the ~~liquid~~accounts ~~investments with maturities~~ of ~~three~~the ~~months~~Company orand ~~less~~of atits ~~the~~wholly-owned ~~time~~subsidiary, ofPhotozou ~~purchase~~Koukoku. toIntercompany transactions beare ~~cash equivalents~~eliminated.

~~ACCOUNTS~~USE OF ~~RECEIVABLE AND CREDIT POLICIES~~ESTIMATES

~~Accounts~~The presentation ~~receivable~~of ~~are~~financial ~~recognized~~statements ~~and~~in ~~carried~~conformity atwith ~~the~~generally ~~original~~accepted ~~invoice~~accounting ~~amount~~principles ~~less~~requires ~~allowance~~management ~~for~~to ~~any~~make ~~uncollectible amounts. An estimate~~estimates ~~for~~and ~~doubtful~~assumptions ~~accounts~~that isaffect ~~made~~the ~~when~~reported ~~collection~~amounts of ~~the~~assets ~~full~~and ~~amount~~liabilities isand nodisclosures ~~longer~~of ~~probable.~~contingent ~~Bad~~assets ~~debts~~and ~~are~~liabilities ~~written off~~ as ~~incurred. If there~~of isthe adate ~~claim for a defect~~ of ~~product~~the ~~after~~financial ~~within~~statements ~~four~~and ~~days~~the ~~after~~reported ~~arrival~~amounts of ~~goods,~~revenue ~~the~~and ~~Company~~expenses ~~shall~~during ~~accept~~the areporting ~~goods return~~periods. ~~Uncollectible~~The most significant ~~accounts~~estimates ~~are~~and ~~written~~assumptions ~~off~~made ~~against~~by ~~the~~management ~~allowance~~include ~~after~~going ~~appropriate~~concern, ~~collection~~allowance ~~efforts~~for ~~have~~doubtful ~~been~~accounts, ~~exhausted~~valuation ~~and~~allowance ~~when~~on itdeferred income istax, ~~deemed~~inventory ~~that~~obsolescence aand ~~balance is~~sales ~~uncollectible~~allowance. AsActual ofresults ~~November~~in ~~30, 2023,~~ the ~~Company~~future ~~expects~~could tovary ~~collect~~from ~~these~~the ~~balances~~amounts ~~completely~~derived ~~and~~from ~~therefore has not created any~~management's ~~allowance~~estimates ~~for~~and itassumptions.

~~As of November 30, 2023 and 2022, the Company had~~RELATED ~~account~~PARTY ~~receivable in the amount of $4,594 and $7,981, respectively.~~TRANSACTION

~~SALES~~The Company ~~TAX~~accounts ~~RECOVERABLE~~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.

AsTransactions involving ofrelated ~~November~~parties ~~30,~~cannot ~~2023~~be ~~and~~presumed ~~2022,~~to ~~the~~be ~~Company~~carried ~~had sales~~out ~~tax~~on ~~recoverable~~an inarm's-length basis, as the ~~amount~~requisite conditions of ~~$14~~competitive,~~771~~ free ~~and~~market ~~$10,978,~~dealings ~~respectively.~~may ~~The~~not ~~sales~~exist. ~~tax~~Representations ~~recoverable~~about ~~was~~transactions with related toparties, ~~sales~~if ~~tax~~made, ~~paid~~shall bynot ~~Photozou~~imply that the related ~~Koukoku~~party ~~for~~transactions ~~inventories~~were ~~and~~consummated ~~expenses~~on ~~incurred~~terms ~~during~~equivalent ~~the~~to ~~period~~those ~~which~~that ~~was~~prevail ~~recoverable~~in ~~from~~arm's-length ~~the~~transactions ~~government~~unless such representations can be substantiated.

~~INVENTORY~~CASH EQUIVALENTS

~~Inventories, consisting of used cameras, are primarily~~The ~~accounted for using the specific identification method, and are valued at the lower of cost or net realizable value. This valuation requires the~~ Company toconsiders ~~make~~all ~~judgments,~~highly ~~based~~liquid oninvestments ~~currently-available~~with ~~information,~~maturities ~~about the likely method~~ of ~~disposition,~~three ~~such~~months ~~as through sales to individual customers, returns to product vendors,~~ or ~~liquidations,~~less ~~and~~at ~~expected~~the ~~recoverable~~time ~~values~~ of ~~each~~purchase ~~disposition category. The Company routinely evaluates its inventories for their salability and for indications of obsolescence~~ to ~~determine if inventories should~~ be ~~written~~cash ~~down to market value~~equivalents. The write down for obsolescence is charged to cost of revenue from cameras sold in the consolidated statements of operations and comprehensive loss. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

~~As of November 30, 2023 and 2022, the Company held inventory~~ACCOUNTS ~~comprised~~RECEIVABLE ~~solely~~AND ofCREDIT used cameras in the amount of $68,466 and $58,780, respectively. The aforementioned amounts were presented net of allowance for inventory obsolescence as of November 30, 2023 and 2022 totaling $7,089 and $11,900, respectively.POLICIES

~~SOFTWARE~~Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. As of November 30, 2024, the Company expects to collect these balances completely and therefore has not created any allowance for it.

~~The Company capitalizes certain costs related to obtaining or developing computer software for internal use. Costs incurred during the~~As ~~application~~of ~~development~~November ~~stage~~30, ~~internally~~2024 ~~or externally are capitalized~~ and ~~amortized~~2023, ~~on a straight-line basis over~~ the ~~expected~~Company ~~useful life~~had ofaccount ~~two~~receivable toin ~~five years since~~ the ~~computer~~amount ~~software is ready for its intended use. The application development stage includes design~~ of ~~chosen path~~$8, ~~software configuration~~ 185 and ~~integration~~ $4, ~~coding~~594, ~~hardware installation and testing. Costs incurred during the preliminary~~ ~~project stage and post implementation-operation stage are expensed as incurred~~respectively.

~~IMPAIRMENT~~SALES TAX ~~OF LONG-LIVED ASSETS~~RECOVERABLE

InAs of ~~accordance~~November ~~with~~30, ~~ASC~~2024 ~~Topic~~and ~~360~~2023, the Company ~~reviews~~had ~~long-lived~~sales ~~assets~~tax ~~for~~recoverable ~~impairment whenever events or changes~~ in ~~circumstances indicate that~~ the ~~carrying~~ amount of ~~the assets may not be fully recoverable~~$16, ~~or at least annually~~483 and $14,771, respectively. The ~~Company~~sales ~~recognizes~~tax anrecoverable ~~impairment~~was ~~loss~~related ~~when the~~to ~~sum~~sales oftax ~~expected~~paid ~~undiscounted~~by ~~future~~Photozou ~~cash~~Koukoku ~~flows~~for isinventories ~~less~~and ~~than~~expenses ~~the~~incurred ~~carrying amount of the asset. The amount of impairment is measured~~during as the ~~difference~~period ~~between~~which ~~the~~was ~~asset’s~~recoverable ~~estimated~~from ~~fair value and its book value. For~~ the ~~years ended November 30, 2023 and 2022, the Company did not record any impairment charges on long-lived assets~~government.

~~FOREIGN CURRENCY TRANSLATION~~INVENTORY

~~The~~Inventories, consisting ~~Company~~of ~~maintains~~used ~~its~~cameras, ~~books~~are primarily accounted for using the specific identification method, and ~~record~~are invalued ~~its~~at the lower of cost ~~local~~or ~~currency~~net realizable value. This valuation requires the Company to make judgments, ~~Japanese~~based ~~YEN~~on ~~(“JPY”)~~currently-available information, ~~which~~about isthe alikely method ~~functional~~of ~~currency~~disposition, such as ~~being~~through ~~the~~sales ~~primary~~to ~~currency~~individual ofcustomers, ~~the~~returns ~~economic~~to ~~environment in~~product ~~which~~vendors, ~~its~~or ~~operation~~liquidations, isand ~~conducted~~expected recoverable values of each disposition category. ~~Transactions~~The ~~denominated~~Company inroutinely ~~currencies~~evaluates ~~other~~its ~~than~~inventories ~~the~~for ~~functional~~their ~~currency~~salability ~~are~~and ~~translated~~for ~~into~~indications ~~the~~of obsolescence ~~functional~~to ~~currency~~determine atif ~~the~~inventories ~~exchange~~should ~~rates~~be ~~prevailing~~written atdown ~~the~~to ~~dates~~market ofvalue. ~~the~~The ~~transaction.~~write ~~Monetary~~down ~~assets~~for ~~and~~obsolescence ~~liabilities~~is ~~denominated~~charged into ~~currencies~~cost of revenue from ~~other~~cameras ~~than~~sold in the ~~functional~~consolidated ~~currency~~statements ~~are~~of ~~translated~~operations ~~into~~and ~~the~~comprehensive ~~functional~~loss. ~~currency~~At ~~using~~ the ~~applicable~~point ~~exchange~~of ~~rates~~the atloss ~~the~~recognition, ~~balance~~a ~~sheet~~new, lower ~~dates.~~cost ~~The~~basis ~~resulting~~for ~~exchange~~that ~~differences~~inventory ~~are~~is ~~recorded~~established, and subsequent changes in facts and circumstances do not result in the ~~statements~~restoration ofor ~~operations~~increase in that newly established cost basis.

~~The reporting currency~~ As of ~~the~~November ~~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~~2024 ofand ~~Financial Statement”~~2023, ~~assets and liabilities of~~ the Company ~~whose~~held ~~functional~~inventory ~~currency~~comprised ~~is not~~solely ~~US$~~of ~~are~~used ~~translated~~cameras ~~into~~in ~~US$, using~~ the ~~exchange~~amount ~~rate~~of ~~on the balance sheet date. Revenues~~ $53,676 and ~~expenses are translated at average rates~~ ~~prevailing during the period~~$68,466, respectively. The ~~gains~~aforementioned ~~and~~amounts ~~losses~~were ~~resulting~~presented ~~from~~net ~~translation~~ of ~~financial~~allowance ~~statements~~for ~~are~~inventory ~~recorded~~obsolescence as ~~a separate component~~ of ~~accumulated~~November ~~other~~30, ~~comprehensive~~2024 ~~loss~~and ~~within~~2023 totaling ~~the statements of shareholders’ equity~~$6,916 and $7,089, respectively.

~~Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:~~SOFTWARE

	November 30, 2023	November 30, 2022
Current JPY: US$1 exchange rate	147.07	138.87
Average JPY: US$1 exchange rate	139.88	129.71

The Company capitalizes certain costs related to obtaining or developing computer software for internal use. Costs incurred during the application development stage internally or externally are capitalized and amortized on a straight-line basis over the expected useful life of two to five years since the computer software is ready for its intended use. The application development stage includes design of chosen path, software configuration and integration, coding, hardware installation and testing. Costs incurred during the preliminary project stage and post implementation-operation stage are expensed as incurred.

- F8 -

			Software		Website		Total

Gross balance,	November 30, 2023	$	5,401	$	-	$	5,401

Additions			10,879		48,270		59,149
Disposals			-		-		-
FX adjustments			(301)		-		(301)
Accumulated amortization			(2,085)		(6,852)		(8,937)
Gross balance,	November 30, 2023	$	13,894	$	41,418	$	55,311

Additions			-		-		-
Disposals			-		-		-
FX adjustments			(338)		(1,008)		(1,347)
Accumulated amortization			(3,450)		(17,949)		(21,398)
Gross balance,	November 30, 2024	$	10,106	$	22,460	$	32,566

~~Table~~IMPAIRMENT OF ofLONG-LIVED ~~Contents~~ASSETS

~~COMPREHENSIVE~~In accordance ~~INCOME~~with ORASC ~~LOSS~~Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the years ended November 30, 2024 and 2023, the Company did not record any impairment charges on long-lived assets.

~~ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its~~FOREIGN ~~components~~CURRENCY and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive loss, as presented in the accompanying consolidated statements of changes in shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation.TRANSLATION

~~REVENUE~~The Company ~~RECOGNITION~~maintains ~~AND~~its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being ~~DEFERRED~~the ~~REVENUE~~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 ~~recognizes~~is ~~its~~the ~~revenue~~United inStates ~~accordance~~Dollars ~~with ASC~~(“US$”) ~~606~~and -the ~~Revenue~~accompanying ~~from~~consolidated ~~contracts~~financial ~~with~~statements have ~~Customers.~~been Toexpressed ~~determine~~in ~~revenue~~US$. ~~recognition~~In ~~for~~accordance ~~agreements~~with ~~within~~ASC ~~the~~Topic ~~scope~~830-30, “Translation of ~~ASC~~Financial ~~606~~Statement”, ~~the~~assets ~~Company~~and liabilities ~~performs~~of the ~~following~~Company ~~five~~whose ~~steps:~~functional ~~(1)~~currency ~~identify~~is ~~the~~not ~~contract~~US$ ~~with~~are atranslated ~~customer;~~into ~~(2)~~US$, ~~identify~~using the ~~performance~~exchange ~~obligations~~rate inon the ~~contract;~~balance sheet date. Revenues ~~(3)~~and ~~determine~~expenses ~~the~~are ~~transaction~~translated ~~price;~~at ~~(4)~~average ~~allocate~~rates ~~the~~prevailing ~~transaction~~during ~~price~~the toperiod. ~~each~~The ~~performance~~gains ~~obligation~~and inlosses ~~the~~resulting ~~contract;~~from ~~and~~translation ~~(5)~~of ~~recognize~~financial ~~revenue~~statements ~~when~~are ~~each~~recorded ~~performance~~as ~~obligation~~a isseparate ~~satisfied~~component of accumulated other comprehensive loss within the statements of shareholders’ equity.

~~Revenue from cameras sold is recognized at a point~~Translation inof ~~time~~amounts ~~when~~from the ~~cameras~~local ~~are~~currency ~~delivered to the customer. There are two types~~ of ~~service revenue. Revenue for advertising service is recognized over time when~~ the ~~service~~Company isinto ~~provided to the customers. Revenue for photo session service is recognized at a point of time when service~~US$1 has isbeen ~~provided~~made ~~to the customers~~ at the ~~photo~~following ~~session.~~exchange rates:

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 November 30, 2023 or November 30, 2022.

	November 30, 2024	November 30, 2023
Current JPY: US$1 exchange rate	150.87	147.07
Average JPY: US$1 exchange rate	150.74	139.88

~~Disaggregated revenue by nature of the Company is~~- asF7 ~~follows:~~-

		For the year	Percentage of	For the year	Percentage of
		ended	total revenues	ended	total revenues
		November 30, 2023		November 30, 2022
Revenue from cameras sold	$	57,436	77.72%	139,974	75.26%
Service revenue		16,465	22.28%	46,017	24.74%
Total		73,901	100%	185,991	100%

Table of Contents

~~Disaggregated revenue by geographic of the Company~~COMPREHENSIVE isINCOME asOR ~~follows:~~LOSS

		For the year	Percentage of	For the year	Percentage of
		ended	total revenues	ended	total revenues
		November 30, 2023		November 30, 2022
Revenue from US	$	52,888	71.57%	139,974	75.26%
Revenue from Japan		21,013	28.43%	46,017	24.74%
Total		73,901	100%	185,991	100%

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 loss, as presented in the accompanying consolidated statements of changes in shareholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation.

~~NET LOSS~~REVENUE ~~PER~~RECOGNITION ~~COMMON~~AND ~~SHARE~~DEFERRED REVENUE

~~Net~~The Company ~~income~~recognizes ~~per~~its ~~common~~revenue ~~share~~in isaccordance ~~computed~~with ~~pursuant~~ASC to606 ~~section 260~~-~~10-45~~ ofRevenue ~~the~~from ~~FASB~~contracts ~~Accounting~~with ~~Standards Codification~~Customers. ~~Basic~~To ~~net~~determine ~~loss~~revenue ~~per~~recognition for ~~share~~agreements iswithin ~~computed by dividing net loss by~~ the ~~weighted~~scope ~~average number~~ of ~~shares~~ASC of606, ~~common~~the ~~stock~~Company ~~outstanding~~performs ~~during~~ the ~~period.~~following ~~Diluted net~~five ~~loss~~steps: ~~per~~(1) ~~share~~identify isthe ~~computed~~contract bywith ~~dividing~~a ~~net~~customer; ~~loss~~(2) identify by the ~~weighted~~performance ~~average~~obligations ~~number~~in ofthe ~~shares~~contract; of(3) ~~common~~determine ~~stock~~the ~~and~~transaction ~~potentially~~price; ~~outstanding shares~~(4) ofallocate ~~common~~the ~~stock~~transaction ~~during~~price to each performance ~~period.~~obligation ~~There~~in ~~were~~the nocontract; ~~potentially~~and ~~dilutive~~(5) ~~shares~~recognize ~~outstanding~~revenue aswhen ofeach ~~November~~performance ~~30,~~obligation ~~2023~~is ~~and 2022~~satisfied.

~~INCOME~~Revenue from ~~TAX~~cameras sold is recognized at a point in time when the cameras are delivered to the customer. There are two types of service revenue. Revenue for advertising service is recognized over time when the service is 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.

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred ~~tax assets are~~ ~~reduced~~revenue byis arecorded ~~valuation~~when ~~allowance~~consideration ~~to the extent management concludes it~~ is ~~more~~received ~~likely~~from ~~than~~a ~~not~~customer ~~that~~prior ~~the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected~~ to ~~apply to taxable income in~~ the ~~years~~goods inor ~~which~~services ~~those~~were ~~temporary differences are expected to be recovered or settled~~delivered. ~~The~~There ~~effect~~was onno deferred ~~tax assets and liabilities of a change in tax rates is recognized~~ inrevenue ~~the~~as ~~Statements~~ of ~~operations~~November in30, ~~the~~2024 ~~period~~or ~~that~~November ~~includes~~30, ~~the enactment date~~2023. ~~The~~At ~~Company~~November ~~adopted~~30, ~~section~~2024 ~~740-10-25~~and of2023, ~~the~~there ~~FASB~~were ~~Accounting Standards~~no ~~Codification~~significant ~~("Section~~contract ~~740-10-25").~~assets ~~Section 740-10-25 addresses the determination of whether tax benefits claimed~~ or ~~expected~~contract ~~to be claimed on a tax return should be recorded in the financial statements~~liabilities. ~~Under~~Revenue ~~Section~~recognized ~~740-10-25, the Company may recognize the tax benefit~~ from anperformance ~~uncertain~~obligations ~~tax~~satisfied ~~position~~in ~~only~~prior ifperiods itwas ~~is more likely than~~ not ~~that~~material ~~the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized~~ in the ~~financial~~periods ~~statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement~~presented.

~~CONCENTRATION~~Disaggregated revenue OFby ~~CREDIT~~nature ~~RISKS~~of the Company is as follows:

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions. The Company does not require collateral or other security to support financial instruments subject to credit risks. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

		For the year	Percentage of	For the year	Percentage of
		ended	total revenues	ended	total revenues
		November 30, 2024		November 30, 2023
Revenue from cameras sold	$	49,289	27.26%	57,436	77.72%
Service revenue		131,525	72.74%	16,465	22.28%
Total		180,814	100%	73,901	100%

~~RECENT~~Disaggregated ~~ACCOUNTING~~revenue ~~PRONOUNCEMENTS~~by geographic of the Company is as follows:

In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company's financial statements and disclosures.

		For the year	Percentage of	For the year	Percentage of
		ended	total revenues	ended	total revenues
		November 30, 2024		November 30, 2023
Revenue from US	$	49,289	27.26%	52,888	71.57%
Revenue from Japan		131,525	72.74%	21,013	28.43%
Total		180,814	100%	73,901	100%

~~The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does~~NET ~~not~~LOSS ~~believe~~PER ~~that~~COMMON ~~there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.~~SHARE

~~NOTE 3~~Net income per common share is computed pursuant to section 260-10-45 ~~GOING~~of ~~CONCERN~~the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of November 30, 2024 and 2023.

~~The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern~~INCOME 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 reoccurring net losses and working capital deficit. 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.TAX

~~NOTE~~The Company 4follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 ~~RELATED~~of the FASB Accounting Standards Codification ("Section 740-~~PARTY~~10-25"). ~~TRANSACTIONS~~Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

~~For~~The Company ~~the~~is ~~year~~subject ~~ended~~to ~~November 30, 2023, Photozou Co~~U.~~, Ltd~~S., afederal ~~company~~income ~~controlled~~tax byexamination ~~Koichi~~for ~~Ishizuka,~~tax ~~our~~years ~~CEO,~~2024 ~~advanced to the Company $4,647~~ and ~~paid~~forward. ~~expenses~~Under ~~on behalf of~~ the ~~Company~~statute ~~in the amount~~ of ~~$101~~limitations,~~340. For~~ ~~the~~tax year ~~ended November 30,~~ 2023, ~~the~~remains ~~Company repaid $7,410 to Photozou Co~~open., ~~Ltd.~~The ~~During~~Company ~~the~~has ~~year~~no ~~ended~~unrecognized ~~November~~tax ~~30,~~benefits ~~2023,~~and ~~Photozou~~has ~~Co.,~~not ~~Ltd.~~accrued ~~transferred~~any ~~accounts~~interest ~~receivable~~or ~~and,~~penalties arelated ~~website,~~to inuncertain tax ~~the~~positions ~~amount~~as of ~~$97~~November ~~and nil (JPY 1)~~30, ~~respectively,~~2024 toand ~~the Company~~2023. ~~The~~There ~~total~~are ~~due~~no toexpected ~~related~~significant ~~party~~changes asin ofunrecognized ~~November~~tax ~~30,~~benefits ~~2023~~in ~~was~~the ~~$726,603 and~~next ~~are~~12 ~~unsecured, due on demand and non-interest bearing~~months.'

~~For the year ended November 30, 2023, the Company~~ACCUMULATED ~~borrowed~~OTHER ~~$71,492~~COMPREHENSIVE 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. For the year ended November 30, 2023, the Company had $167 accrued interest payable due to the related party. The total due to White Knight Co. as of November 30, 2023 and November 30, 2022 were $68,154 and $0, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.INCOME

For the ~~year~~years ended November 30, ~~2022~~2024, ~~Photozou~~and ~~Co.~~2023, ~~Ltd.,~~ athe ~~company~~foreign ~~controlled~~currency bytranslation ~~Koichi~~adjustment ~~Ishizuka,~~ware ~~our CEO, advanced to the Company~~ $~~23,129~~366 and ~~paid expenses on behalf of the Company in the amount of~~ $~~138~~146,~~465. For the year ended November 30~~055, ~~2022, the Company repaid $50,112~~ ~~to Photozou Co~~respectively.~~, Ltd. The total due to related party as of November 30, 2022 was $651,999 and is unsecured, due on demand and non-interest bearing.~~

~~For the years ended November 30, 2023, and 2022, the Company utilized~~CONCENTRATION ~~office~~OF ~~space~~CREDIT ~~and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge.~~ RISKS

~~NOTE~~Financial 5instruments -that ~~SHAREHOLDER~~potentially ~~EQUITY~~expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions. The Company does not require collateral or other security to support financial instruments subject to credit risks. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

~~Preferred~~RECENT ACCOUNTING ~~Stock~~ PRONOUNCEMENTS

~~The~~In June ~~authorized~~2016, ~~preferred~~the ~~stock~~FASB issued ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires an entity to utilize a new impairment model known as the ~~Company~~current ~~consists~~expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of 20the financial asset,~~000~~ presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost,~~000~~ loans ~~shares~~and ~~with~~available-for-sale debt securities. ASU 2016-13 is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard's provisions as a ~~par~~cumulative-effect adjustment ~~value~~to retained earnings as of $0the beginning of the first reporting period in which the guidance is adopted.~~0001.~~ The Company ~~has~~is ~~not~~in the ~~issued~~process ~~any~~of ~~shares~~evaluating ~~during~~the ~~November~~impact ~~30,~~of ~~2023,~~the adoption of ASU 2016-13 on the Company's financial statements and ~~2022~~disclosures.

~~Common~~The Company ~~Stock~~has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~The authorized common stock of the Company consists~~NOTE of3 ~~500,000,000~~- ~~shares~~GOING ~~with a par value of $0.0001. There were 8,000,000 shares of common stock issued and outstanding as of November 30, 2023 and 2022.~~CONCERN

~~Pertinent~~The accompanying ~~Rights~~consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and ~~Privileges~~satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and working capital deficit. 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.

~~Holders~~For the ofyear ~~shares~~ended ofNovember ~~common~~30, ~~stock~~2024, ~~are~~the ~~entitled~~Company ~~to one~~recorded ~~vote~~a ~~for~~net ~~each~~loss ~~share~~of ~~held~~$329,082 and tonegative beoperating ~~used~~cash atflows ~~all~~of ~~stockholders’~~$122,857. As ~~meetings~~of ~~and~~November ~~for~~30, ~~all~~2024, ~~purposes~~the ~~including~~Company ~~the~~had ~~election~~a ofworking ~~directors. Common~~capital ~~stock~~deficit ~~does~~of ~~not~~$586,045 and ~~have~~accumulated ~~cumulative~~deficit ~~voting~~of ~~rights~~$1,267,866. These ~~Nor~~conditions ~~does~~raise itsubstantial ~~have~~doubt ~~preemptive~~about orthe ~~preferential~~Company's ~~rights~~ability to ~~acquire~~continue oras ~~subscribe~~a ~~for~~going ~~any unissued~~concern. ~~shares~~See ofItem ~~any~~7 ~~class~~(MD&A) offor ~~stock~~management's plans to address liquidity.'

NOTE 64 - ~~INCOME TAXES~~Loans

The ~~Company conducts its major businesses in Japan~~ ~~and~~loan isinformation ~~subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to~~is ~~examination~~as ~~by the local tax authority~~follows.

National income tax in Japan is charged at 15% of the Company’s assessable profit based on its current capital base. The Company’s subsidiary, Photozou Koukoku, was incorporated in Japan and is subject to Japanese national income tax and city income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises.


		Original		Interest	Maturity		Balance at
Lender		amount		rate	date	Collateral		November 30, 2023		November 30, 2024

Japan Finance Corporation	$	67,133		1.36%	July 31, 2025	None	$	16,047	$	7,045
	(JPY	7,000,000	)

SJ Capital	$	265,358		15.00%	February 28, 2025	None	$	-	$	265,358
	(JPY	40,000,000	)

~~Photozou~~On August ~~Koukoku’s~~31, ~~operation~~2024, ~~during~~the Company entered into a short-term loan agreement with SJ Capital Co., Ltd. in the ~~year~~principal amount of 40,000,000 ~~ended~~JPY (approximately US$265,358 at the November 30, ~~2023~~2024 ~~has~~exchange ~~resulted~~rate). aThe ~~net~~loan ~~taxable~~is ~~loss~~unsecured, asbears ~~such~~interest ~~Photozou~~at ~~Koukoku~~15% ~~was~~per ~~not~~annum, ~~subject~~and tomatures ~~income~~on ~~tax~~February ~~for~~28, ~~the~~2025. ~~year~~As ~~ended November~~of November 30, ~~2023.~~2024, ~~The~~the ~~effective~~outstanding ~~income~~principal ~~tax~~and ~~rate~~accrued ofinterest ~~Photozou~~totaled ~~Koukoku~~US$1,479,452 and iswere 0%classified within “Other current liabilities” in the consolidated balance sheet.

~~Photozou Holdings, Inc., which acts as a holding company~~NOTE on5- ~~a non~~RELATED-~~consolidated~~PARTY basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the years ended November 30, 2023 and 2022, Photozou Holdings, Inc., as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability.TRANSACTIONS

~~The Company has not recognized any income tax benefit~~For ~~for~~the ~~its~~year ~~operating~~ended ~~losses~~November ~~generated~~30, ~~based~~2023, onPhotozou ~~uncertainties~~Co., ~~concerning its ability to generate taxable income in future periods~~Ltd., ~~Deferred tax~~a ~~assets~~company ~~arise~~controlled ~~from~~by ~~net~~Koichi ~~operating~~Ishizuka, ~~loss~~our ~~carried forward of $948~~CEO,~~748~~ ~~are~~advanced ~~fully~~to ~~allowed as~~ the Company ~~considers its realization not to~~$4,647 and bepaid ~~more~~expenses ~~likely~~on ~~than~~behalf ~~not.~~of ~~The~~the ~~net~~Company ~~operating loss carry forward will start to expire~~ in the ~~year~~amount ~~2028.~~of ~~In future periods~~$101, ~~tax benefits and~~340. ~~related~~For ~~deferred~~the ~~tax~~year ~~assets~~ended ~~will~~November be30, ~~recognized~~2024, ~~when~~the ~~management~~Company ~~considers~~repaid ~~realization of such amounts~~ $7,410 to Photozou beCo., ~~more likely than not~~Ltd. ~~Due~~As ~~to the change in ownership provisions~~ of ~~the~~November ~~Tax~~30, ~~Reform Act of 1986~~2023, ~~net~~the ~~operating~~total ~~loss~~amount ~~carryforwards~~due ~~for Federal income tax reporting purposes are subject~~ to ~~annual~~Photozou ~~limitations~~Co. ~~Should a change in ownership occur~~, ~~net~~Ltd. ~~operating~~was ~~loss~~$ ~~carryforwards may be limited as to use in future years~~794,757.

	November 30,
	2023		2022
Deferred tax asset, generated from net operating loss at statutory rates	$	197,145	$	141,873
Valuation allowance		(197,145)		(141,873)
	$	-	$	-

For the years ended November 30, 2024, the Company borrowed $0 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO. During the years ended November 30, 2024, the Company furnished repayments in an amount of $0 to Photozou Co., Ltd. As of November 30, 2024, the total amount due to Photozou Co., Ltd. was $716,680.

~~The~~During the ~~reconciliation~~year ofended ~~the~~November ~~effective~~30, ~~income~~2023, ~~tax~~Photozou ~~rate~~Co., toLtd. transferred accounts receivable and, a website, in the ~~federal~~amount of $97 and nil (JPY ~~statutory~~1), ~~rate~~respectively, isto asthe ~~follows:~~Company.

Federal income tax rate	21.0	%
Increase in valuation allowance	(21.0	%)
Effective income tax rate	0.0	%

The total due to related party as of November 30, 2024 was $726,603 and are unsecured, due on demand and non-interest bearing.

~~NOTE~~For 7the -year ~~CONCENTRATION~~ ended November 30, 2023, the Company borrowed $71,492 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. For the year ended November 30, 2024, the Company had $167 accrued interest payable due to the related party. The total due to White Knight Co. as of November 30, 2023 were $68,154. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.

~~Concentration~~For the year ended November 30, 2024, the Company borrowed $307,483 from White Knight Co., Ltd. a company controlled by Koichi Ishizuka, CEO, all of ~~Purchases~~which was comprised of cash borrowing received by the Company directly through its bank account from the related party. All outstanding borrowings due to White Knight Co., Ltd. that existed as of November 30, 2023, including accrued interest, were repaid in full during the year ended November 30, 2024, and there was no balance outstanding to White Knight Co., Ltd. as of November 30, 2024.

~~Net~~For the ~~purchase~~years ~~from~~ended ~~suppliers~~November ~~accounting~~30, ~~for~~2024, ~~10%~~and ~~or more~~2023, the Company utilized office space and storage space of ~~total~~the ~~purchases~~Company’s ~~are~~officer, asKoichi Ishizuka, ~~follows:~~free of charge.

For the year ended November 30, 2023, 100% of the inventories of cameras were purchased from one supplier, specifically eSakura Market. For the year ended November 30, 2023, 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.

		Beginning	Cash	Cash	Non-cash	Forgiven	FX	Ending
		balance	borrowings	repayments	contributions	amounts	adjustments	balance
		$	$	$	$	$	$	$

Photozou Co., Ltd.
	November 30, 2023	198,900	4,724	7,048	-	-	(11,090)	185,487
	November 30, 2024	185,487	-	-	-	-	(4,516)	180,971

White Knight
	November 30, 2023	-	67,995	-	-	-	-	67,995
	November 30, 2024	67,995	307,483	373,822	-	-	(1,655)	-

~~For the year ended November 30, 2022, 93.8% of the~~NOTE ~~inventories~~6 of- ~~cameras~~SHAREHOLDER were purchased from one supplier, specifically eSakura Market. For the year ended November 30, 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.EQUITY

~~Concentration of Revenues~~Preferred Stock

~~Gross~~The authorized ~~revenues~~preferred ~~from~~stock ~~customers~~of ~~accounting~~the ~~for~~Company ~~10%~~consists ~~or more~~of 20,000,000 shares with a par value of ~~total~~$0.0001. ~~revenues~~The ~~are~~Company ashas ~~follows:~~not issued any shares during November 30, 2024, and 2023.

~~For the year ended November 30, 2023, 92% and 8% of~~Common the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively. For the year ended November 30, 2023, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.Stock

~~For~~The authorized ~~the~~common ~~year~~stock ~~ended November 30, 2022, 100%~~ of the ~~revenue~~ ~~from~~Company ~~the~~consists ~~sale~~ of ~~cameras~~500,000,000 ~~was~~shares ~~generated~~with ~~through~~a ~~Amazon~~par ~~USA.~~value ~~For~~of ~~the~~$0.0001. ~~year~~There ~~ended~~were ~~November 30~~8, ~~2022~~092,083 and ~~100% of the revenue from the~~8,000,000 ~~sale~~shares of ~~cameras~~common ~~was~~stock ~~handled~~issued byand ~~Takaharu~~outstanding ~~Ogami~~as ~~whom~~of ~~the~~November 30, ~~Company~~2024 ~~has a service agreement with to sell~~ and ~~buy used cameras on behalf of the Company~~2023.

~~For~~During fiscal 2024, the ~~year~~Company ~~ended~~issued ~~November~~92,083 shares 30in three tranches (SJ Capital 17,361 ~~2023~~@ ~~and~~4.00, ~~November 30~~STEIN 34,722 @ ~~2022~~5.00, noKubota ~~customer~~40,000 ~~accounted~~@ ~~for~~5.00), ~~10%~~increasing orshares ~~more~~from of8,000,000 ~~service~~to ~~revenue~~8,092,083.

~~NOTE~~Pertinent 8Rights -and ~~COMMITMENTS~~ Privileges

~~On May 1, 2017, the Company entered into an agreement~~Holders ~~with~~of ~~Mr.~~shares ~~Takahara~~of ~~Ogami,~~common ~~whereas~~stock heare isentitled to ~~act~~one asvote anfor ~~independent~~each ~~contractor~~share toheld ~~Photozou Koukoku. The services he is~~ to ~~provide~~be ~~include, but are not limited to, handling the operations of Photozou Koukoku's~~ used ~~camera~~at ~~retail~~all ~~business~~stockholders’ ~~through~~meetings ~~purchasing,~~and ~~selling~~for ~~and~~all ~~delivery~~purposes ofincluding ~~cameras~~the byelection ~~Mr.~~of ~~Ogami~~directors. HeCommon isstock ~~compensated~~does ~~JPY~~not ~~450,000~~have ~~($3,060)~~cumulative avoting ~~month~~rights. ~~Unless~~Nor ~~either~~does ~~party~~it ~~expresses,~~have inpreemptive ~~writing,~~or ~~their~~preferential rights ~~intention~~ to ~~terminate~~ ~~the~~acquire ~~agreement~~or ~~then~~subscribe itfor ~~shall~~any ~~run~~unissued ~~for~~shares ~~another~~of ~~three~~any ~~months~~class ~~automatically~~of stock.

~~Mr. Ogami is responsible for the sale and shipping~~NOTE of7 ~~the~~- ~~cameras~~INCOME ~~at the expense of Photozou Koukoku. Photozou Koukoku is the legal owner of the camera(s) until the point of sale to the purchaser or purchaser(s).~~TAXES

~~NOTE~~The 9Company -conducts ~~LONG-TERM~~its ~~LOAN~~major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority.

OnNational income ~~July~~tax 2,in ~~2020,~~Japan ~~the~~is ~~Company~~charged ~~borrowed~~at ~~JPY7,000,000 ($65,286)~~15% ~~from~~of ~~Japan~~the ~~Finance~~Company’s ~~Corporation~~assessable ~~("JFC"), a~~profit ~~wholly~~based ~~owned~~on ~~public~~its ~~entity~~current bycapital ~~the~~base. ~~Japanese~~The ~~government~~Company’s subsidiary, asPhotozou ~~the~~Koukoku, ~~COVID-19~~was ~~subsidy.~~incorporated ~~The~~in ~~loan~~Japan and is ~~unsecured,~~subject ~~repaid~~to ~~monthly,~~Japanese ~~due~~national inincome ~~five~~tax ~~years,~~ and ~~with~~city anincome ~~annual~~tax ~~interest~~at ~~rate~~the ofapplicable tax ~~0.46%~~rates ~~within~~on ~~three~~the ~~years~~taxable ~~and~~income ~~1.36%~~as ~~thereafter.~~reported ~~Koichi~~in ~~Ishizuka~~their isJapanese ~~the~~statutory ~~guarantor~~accounts ofin accordance with the ~~loan~~relevant enterprises income tax laws applicable to foreign enterprises.

~~For~~Photozou Koukoku’s operation during the year ended November 30, ~~2023,~~2024 ~~the~~has ~~Company repaid~~resulted $9a net taxable loss,~~628~~ toas ~~JFC.~~such AsPhotozou ofKoukoku ~~November~~was ~~30,~~not ~~2023,~~subject to ~~the~~income ~~Company~~tax ~~had~~for the ~~current~~year ~~portion~~ended ofNovember $930,~~628~~ ~~and~~2024. ~~non-current~~The ~~portion~~effective income tax rate of ~~$6,419~~Photozou Koukoku is 0%.

~~The~~Photozou Holdings, ~~future~~Inc., ~~principal~~which ~~payments~~acts ~~for~~as ~~the~~a ~~Company’s long~~holding company on a non-~~term~~consolidated ~~loan~~basis, asdoes ofnot plan to engage any business activities and current or future loss will be fully allowed. For the years ended November 30, 2024 and 2023, ~~are~~Photozou Holdings, Inc., as ~~follows:~~a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability.

Year Ending November 30,
2024		9,628
2025		6,419
2026		-
Thereafter		-
Total		16,047

The Company has not recognized any income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. Deferred tax assets arise from net operating loss carried forward of $1,267,866 are fully allowed as the Company considers its realization not to be more likely than not. The net operating loss carry forward will start to expire in the year 2028. 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.

NOTE 10 - SUBSEQUENT EVENTS


	November 30,
	2024		2023
Deferred tax asset, generated from net operating loss at statutory rates	$	261,345	$	192,238
Valuation allowance		(261,345)		(192,238)
	$	-	$	-

~~From December 1, 2023 through the current date, the Company borrowed $100,643 from White Knight Co., Ltd., a Company controlled by Koichi~~The ~~Ishizuka,~~reconciliation ~~CEO, all~~ of ~~which was cash borrowing received by~~ the ~~Company~~effective ~~directly~~income ~~through~~tax ~~its~~rate ~~bank~~to ~~account from~~ the ~~related~~federal ~~party.~~statutory ~~The~~rate ~~borrowing~~ is ~~unsecured,~~as ~~bears an annual interest rate of 0.8%, and due on demand.~~follows:

- F9 -

Federal income tax rate	21.0	%
Increase in valuation allowance	(21.0	%)
Effective income tax rate	0.0	%

~~Table~~NOTE 8 of- ~~Contents~~ ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

~~Item~~The breakdown 9.of ~~Changes~~the inaccrued expenses and ~~Disagreements~~other ~~with~~current ~~Accountants~~liabilities onis as ~~Accounting and Financial Disclosure~~follows.

On January 11, 2024, Photozou Holdings Inc. (the “Company”) dismissed its independent registered public accounting firm, MaloneBailey, LLP (“MB”) effective immediately. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.

			November 30, 2024		November 30, 2023

Short-term loans payable	SJ Capital	$	265,358	$	-
Accrued expenses			32,661		13,419
Total			298,018		13,419

~~The~~NOTE ~~report~~9 ~~of MB on the Company’s consolidated financial statements for fiscal years ended November 30, 2022 and 2021 included in the Company’s annual report on Form 10~~-K for the year ended November 30, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except that such report expressed substantial doubt regarding the Company’s ability to continue as a going concern.CONCENTRATION

~~During~~Concentration ~~the fiscal years ended November 30, 2022 and 2021, and the subsequent interim period through January 11, 2024, there were no (1) disagreements (as defined in Item 304(a)(1)(iv)~~ of Regulation S-K and the related instructions) between the Company and MB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).Purchases

OnNet ~~December~~purchase 1,from ~~2023,~~suppliers ~~the~~accounting ~~Company engaged BF Borgers CPA PC (“BFB”) as its new independent registered public accountant~~ for ~~the fiscal~~10% ~~year~~or ~~ending~~more ~~November 30, 2023. This decision was approved by the Company’s Board~~ of ~~Directors,~~total ~~comprised~~purchases ~~solely~~are ofas ~~Koichi Ishizuka.~~follows:

~~During~~For the ~~fiscal~~year ~~years~~ ended November 30, ~~2022 and 2021 and through November 30~~2024, ~~2023,~~69.8% ~~neither~~of the ~~Company~~inventories ~~nor~~of ~~anyone~~cameras onwere ~~its~~purchased ~~behalf~~from ~~consulted with~~one ~~BFB~~supplier, ~~regarding~~specifically ~~(1)~~eSakura Market. For the ~~application~~year ofended ~~accounting~~November ~~principles to a specified transaction~~30, ~~completed or~~ ~~proposed~~2024, or100% ~~the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company's~~purchase ~~financial~~of ~~statements,~~inventory ~~and neither a written report nor oral advice~~ was ~~provided~~handled toby ~~the~~Mr. ~~Company~~Takaharu ~~that~~Ogami ~~BFB~~whom ~~concluded was an important factor considered by~~ the Company inhas ~~reaching~~ a ~~decision as~~service toagreement ~~any~~with ~~accounting,~~to ~~auditing~~sell orand ~~financial~~buy ~~reporting~~used ~~issue,~~cameras oron ~~(2)~~behalf ~~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)~~Company.

~~Item~~For the 9Ayear ended November 30, 2023, 100% of the inventories of cameras were purchased from one supplier, specifically eSakura Market. ~~Controls~~For the year ended November 30, 2023, 100% of the purchase of inventory was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to sell and ~~Procedures~~buy used cameras on behalf of the Company.

~~Disclosure~~Concentration of ~~Controls and Procedures~~Revenues

~~The Company has adopted and maintains disclosure~~Gross ~~controls~~revenues ~~and~~from ~~procedures~~customers ~~that~~accounting ~~are~~for ~~designed~~10% toor ~~provide~~more reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of ~~the~~total ~~SEC. The~~revenues ~~Company’s disclosure controls and procedures~~ are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, consisting of our sole officer and director, Koichi Ishizuka, has conducted an evaluation of the effectiveness of disclosure controls and procedures as ~~of the end of the period covered by this report. Based on that evaluation, our sole officer and director concluded that the disclosure controls and procedures are ineffective.~~ follows:

~~Our sole officer~~For ~~and director, Koichi Ishizuka, who serves as our Chief Executive Officer, and Chief Financial Officer, has reviewed~~ the ~~effectiveness~~year ofended ~~our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of~~ November 30, ~~2023~~2024, ~~the~~100% ~~end~~ of the ~~period~~revenue ~~covered~~from ~~by this report and has concluded that (i)~~ the ~~Company’s~~sale ~~disclosure~~of ~~controls and~~cameras ~~procedures~~was ~~are~~generated ~~not~~through ~~effective~~Amazon toUSA. ~~ensure~~For ~~that material information relating to~~ the ~~Company~~year isended ~~recorded~~November 30, ~~processed~~2024, ~~summarized,~~100% ~~and reported~~of ~~within~~ the ~~time~~revenue ~~periods~~from ~~specified in~~ the ~~rules~~sale ~~and forms~~ of ~~the~~cameras ~~Commission,~~was ~~and~~handled ~~(ii)~~by ~~the~~Takaharu ~~Company’s~~Ogami ~~controls~~whom ~~and procedures have not been designed to ensure that information required to be disclosed by~~ the Company inhas ~~the~~a ~~reports~~service ~~that~~agreement itwith ~~files or~~to ~~submits~~sell ~~under~~and ~~the~~buy ~~Exchange~~used ~~Act~~cameras ison ~~accumulated~~behalf ~~and~~of ~~communicated to~~ the Company~~'s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~.

~~Management’s~~For the ~~Report~~year onended ~~Internal~~November ~~Control~~30, ~~over~~2023, ~~Financial~~92% ~~Reporting~~and 8% of the revenue from the sale of cameras was generated through Amazon USA and Yahoo Japan, respectively. For the year ended November 30, 2023, 100% of the revenue from the sale of cameras was handled by Takaharu Ogami whom the Company has a service agreement with to sell and buy used cameras on behalf of the Company.

~~The Company’s management, consisting~~For solely of Koichi Ishizuka, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the ~~Company’s~~year ~~management~~ended ~~and~~November board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on the assessment30, ~~management concluded that~~2024, as90.0% of ~~November 30, 2023,~~ the ~~Company’s~~service ~~internal~~revenue ~~control~~was ~~over~~generated ~~financial~~through ~~reporting~~Rock ~~is ineffective based on those criteria~~star.

~~The Company’s management, consisting~~For ~~solely of Koichi Ishizuka, our Chief Executive Officer, and Chief Financial Officer, does not expect that~~ the ~~Company’s~~year ~~disclosure~~ended ~~controls~~November ~~and procedures and its internal control processes will prevent all error and all fraud. A control system~~30, ~~no matter how well conceived and operated~~2023, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no ~~evaluation~~customer ofaccounted ~~controls~~for ~~can~~10% ~~provide absolute assurance that all control issues and instances of error~~ or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more ~~people, or by management override~~ of ~~the~~service ~~control~~revenue. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~The matters involving internal controls and procedures~~NOTE ~~that~~10 ~~our~~- Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee.COMMITMENTS

~~The~~On May 1, 2017, the Company ~~believes~~entered ~~that~~into ~~the~~an ~~material~~agreement ~~weaknesses~~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 ~~due~~not limited to, handling the ~~Company’~~operations of Photozou Koukoku's ~~limited~~used ~~resources~~camera retail business through purchasing, selling and delivery of cameras by Mr. Ogami. He is compensated JPY 450,000 ($3,060) a month. Unless either party expresses, in writing, their intention to terminate the agreement then it shall run for another three months automatically.

~~Our Chief Executive Officer and Chief Financial~~Mr. ~~Officer,~~Ogami ~~Koichi~~is ~~Ishizuka,~~responsible ~~believes~~for ~~that~~ the ~~material~~sale ~~weaknesses~~and ~~did~~shipping ~~not~~of ~~have~~the ancameras ~~effect~~at ~~on our financial results. However, management believes that~~ the ~~lack~~expense of aPhotozou ~~functioning~~Koukoku. ~~audit~~Photozou ~~committee~~Koukoku ~~and~~is ~~inadequate~~the ~~segregation~~legal owner of ~~duties~~the ~~results~~camera(s) inuntil ~~ineffective oversight in~~ the ~~establishment~~ ~~and~~point ~~monitoring~~ of ~~required~~sale ~~internal~~to ~~controls~~the ~~and~~purchaser ~~procedures,~~or ~~which could result in a material misstatement in our financial statements in future periods~~purchaser(s).

~~Our Chief Executive Officer recognizes that our~~NOTE ~~controls~~11 ~~and~~- ~~procedures~~LONG-TERM ~~would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.~~ LOAN

~~Management’s~~On July ~~Remediation~~2, ~~Initiatives~~2020, the Company borrowed JPY7,000,000 ($65,286) from Japan Finance Corporation ("JFC"), a wholly owned public entity by the Japanese government as the COVID-19 subsidy. The loan is unsecured, repaid monthly, due in five years, and with an annual interest rate of 0.46% within three years and 1.36% thereafter. Koichi Ishizuka is the guarantor of the loan.

InFor the anyear ~~effort~~ended toNovember ~~remediate~~30, 2023, the ~~identified~~Company ~~material~~repaid ~~weaknesses and other~~$9,628 ~~deficiencies~~to ~~and~~JFC. ~~enhance~~As ~~our~~of ~~internal~~November ~~controls~~30, ~~we have initiated~~2023, orthe ~~plan~~Company tohad ~~initiate,~~ the ~~following~~current portion ~~series~~of $9,628 and non-current portion of ~~measures:~~$6,419.

~~We will create a position to segregate duties consistent with control objectives~~For ~~and~~the ~~will~~year ~~increase~~ended ~~our~~November ~~personnel~~30, ~~resources~~2024, ~~and technical accounting expertise within~~ the ~~accounting~~Company ~~function~~repaid ~~when funds are available to us. And~~$9, ~~we plan~~ 628 to ~~appoint~~JFC. ~~one~~As ~~or more outside directors to our board~~ of ~~directors~~November ~~who~~30, ~~shall~~2024, ~~be appointed to an audit committee resulting in a fully functioning audit committee who will undertake~~ the ~~oversight~~Company inhad the ~~establishment~~current portion ~~and monitoring~~ of ~~required internal controls~~ $7,045 and non-current ~~procedures~~portion ~~such~~of ~~as reviewing and approving estimates and assumptions made by management when funds are available to us~~$0.

~~Management~~The future principal ~~believes~~payments ~~that~~for the ~~appointment~~Company’s oflong-term ~~one~~loan oras ~~more~~of ~~outside~~November ~~directors~~30, ~~who~~ ~~shall be appointed to a fully functioning audit committee~~2024, ~~will~~are ~~remedy~~as ~~the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.~~follows:

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Year Ending November 30,
2025	$	7,045
2026		-
Thereafter		-
Total		7,045

~~Changes~~NOTE 12 in- ~~Internal~~SUBSEQUENT ~~Control~~EVENTS

~~There have been no changes in internal controls over the financial reporting~~The ~~that~~Company ~~occurred~~has ~~during~~evaluated ~~the~~subsequent ~~fiscal~~events ~~year~~through ~~ended~~March ~~November~~ 30, ~~2023~~2026, ~~that~~the ~~have~~date ~~materially~~on ~~affected,~~which orthe ~~are~~consolidated ~~reasonably~~financial ~~likely~~statements towere ~~materially affect~~available ~~our~~to ~~internal~~be ~~controls over financial reporting~~issued.

~~This~~On July ~~annual~~17, ~~report~~2025, ~~does~~Yuko ~~not~~Takeuchi ~~include~~resigned anas ~~attestation report of~~ the Company’s ~~registered~~ ~~public~~Chief ~~accounting~~Financial ~~firm~~Officer ~~regarding~~and ~~internal control over financial reporting~~Director. ~~Management’s~~On ~~report~~the ~~was~~same ~~not~~date, ~~subject to attestation by~~ the ~~Company’s~~Board ~~registered~~of ~~public~~Directors appointed ~~accounting~~Kazuki ~~firm~~Matsuhashi ~~pursuant~~ to ~~temporary~~serve ~~rules~~as of the ~~SEC that permit the~~ Company ~~to provide only management~~’s ~~report~~Chief inFinancial ~~this~~Officer ~~annual~~and ~~report~~as a Director.

~~Item~~On August 9B29, 2025, Photozou Koukoku has determined to discontinue the camera sales business. ~~Other~~Photozou ~~Information~~Koukoku have determined to reduce the inventory value of cameras to zero in connection with the discontinuation of camera sales.

~~None~~On August 31, 2025, the Company’s outsourcing contract with Mr. Takaharu Ogami, under which he handled the purchase and sale of used cameras on behalf of the Company, was terminated.

- F8 7 -

Table of Contents

~~PART~~Item 9. ~~III~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~Item~~On January 1011, 2024, Photozou Holdings Inc. ~~Directors~~(the “Company”) dismissed its independent registered public accounting firm, ~~Executive~~MaloneBailey, LLP ~~Officers~~(“MB”) ~~and~~effective ~~Corporate~~immediately. ~~Governance~~This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.

~~Mr.~~The report ~~Koichi~~of ~~Ishizuka~~MB on the Company’s consolidated financial statements for fiscal years ended November 30, ~~Age~~2022 53and -2021 ~~Chief~~included in the ~~Executive~~Company’s ~~Officer,~~annual ~~Chief~~report ~~Financial~~on ~~Officer~~Form 10-K for the year ended November 30, ~~President~~2022, ~~Director~~did not contain an adverse opinion or a disclaimer of opinion, ~~Secretary~~nor was it qualified or modified as to uncertainty, ~~and~~audit ~~Treasurer~~scope or accounting principle, except that such report expressed substantial doubt regarding the Company’s ability to continue as a going concern.

~~Background~~During the fiscal years ended November 30, 2022 and 2021, and the subsequent interim period through January 11, 2024, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of ~~Mr.~~Regulation ~~Koichi~~S-K ~~Ishizuka~~ and the related instructions) between the Company and MB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

~~Mr.~~On ~~Koichi~~December ~~Ishizuka’s~~1, ~~academic~~2023, ~~journey includes earning his MBA from~~ the ~~University~~Company ofengaged ~~Aoyama~~BF ~~Gakuin~~Borgers inCPA ~~2004~~PC ~~and~~(“BFB”) ~~completing~~as ~~the~~its ~~Advanced Management~~new ~~Program~~independent atregistered ~~Harvard~~public ~~School~~accountant offor ~~Business in 2011. Stepping into~~ the fiscal ~~professional~~year ~~arena,~~ending heNovember ~~commenced as the head of marketing at Thomson Reuters~~30, ~~a prominent mass media and information firm~~2024. ~~His~~ ~~career~~This ~~trajectory~~decision ~~led~~was ~~him~~approved toby ~~pivotal~~the ~~roles,~~Company’s ~~serving~~Board asof ~~CEO for Xinhua Finance Japan in 2006~~Directors, ~~Fate~~comprised ~~Corporation~~solely inof ~~2008, and LCA Holdings, Ltd~~Koichi Ishizuka. ~~in 2009.~~

~~Presently,~~During ~~Mr. Ishizuka holds~~ the ~~position~~fiscal ofyears ~~Chief~~ended ~~Executive~~November ~~Officer across a spectrum of companies~~30, ~~including OFF Line~~2022 ~~Co.,~~and ~~Ltd.,~~2021 ~~Photozou~~and ~~Co.,~~through ~~Ltd.,~~November ~~Photozou Holdings~~30, ~~Inc.~~2024, ~~Photozou~~neither ~~Koukoku~~the ~~Co.,~~Company ~~Ltd.,~~nor ~~Off~~anyone ~~Line~~on ~~International,~~its ~~Inc.,~~behalf ~~and OFF Line Japan~~consulted ~~Co.,~~with ~~Ltd. He~~BFB ~~has~~regarding ~~held~~(1) the ~~position~~application of ~~CEO~~accounting ~~with~~principles ~~OFF~~to ~~Line~~a ~~Co.,~~specified ~~Ltd. since 2013~~transaction, ~~Photozou Co., Ltd. since 2016, Photozou Holdings,~~ completed ~~Inc.~~or ~~since 2017~~proposed, ~~Photozou~~or ~~Koukoku~~the ~~Co.,~~type ~~Ltd.~~of ~~since~~audit ~~2017,~~opinion ~~Zentrum~~that ~~Holdings,~~might ~~Inc.~~be ~~(formerly~~rendered ~~known~~on asthe ~~Off~~Company's ~~Line~~financial ~~International~~statements, ~~Inc.) since 2019,~~ and ~~OFF~~neither ~~Line~~a ~~Japan~~written ~~Co.,~~report nor ~~Ltd.~~oral ~~since~~advice ~~2018. On~~was ~~November~~provided ~~18,~~to ~~2020, Koichi Ishizuka assumed~~ the ~~roles of~~Company ~~Chief~~that ~~Financial~~BFB ~~Officer~~concluded ~~and~~was ~~Director~~an ofimportant ~~Next~~factor ~~Meats~~considered ~~Holdings,~~by ~~Inc.,~~the ~~followed~~Company byin ~~his~~reaching ~~appointment~~a decision as ~~Chief~~to ~~Executive~~any ~~Officer~~accounting, onauditing ~~December 28,~~or ~~2021.~~financial Hereporting ~~continues~~issue, toor ~~hold~~(2) ~~these~~any ~~positions~~matter tothat ~~this~~was ~~day,~~either ~~and~~the ~~additionally~~subject ~~maintains~~of a ~~controlling~~disagreement ~~interest~~(as defined in ~~Next~~Item ~~Meats~~304(a)(1)(iv) ~~Holdings, Inc.~~of ~~Additionally,~~Regulation heS-K ~~serves~~and as the ~~Chief~~related ~~Financial~~instructions) ~~Officer~~or ~~of Next Meats Co., Ltd.,~~ a ~~Japanese~~reportable ~~alternative~~event ~~meat~~(as ~~company~~described ~~and~~in ~~wholly~~Item ~~owned subsidiary~~304(a)(1)(v) of ~~Next Meats Holdings, Inc.~~Regulation S-K)

~~Since~~On ~~its~~January ~~inception on April 14~~13, ~~2021~~2025, ~~Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese company. On May 7, 2021, Mr. Koichi Ishizuka was appointed as~~ the ~~Chief~~Company ~~Executive~~engaged ~~Officer,~~Michael ~~Chief Financial Officer, President, Secretary, Treasurer, and Director~~Gillespie of& ~~Business Solutions Plus~~Associates, ~~Inc.,~~PLLC ~~which is now known as WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. is a wholly owned subsidiary of WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. holds the rights to the~~ (“~~Master Franchise Agreement~~Gillespie” ~~with~~) ~~Jakes’ Franchising LLC, a Delaware Limited Liability Company,~~ as itits ~~pertains~~new toindependent ~~the~~registered ~~establishment~~public ~~and~~accountant ~~operation~~for ~~of Wayback Burger Restaurants within~~ the ~~country~~fiscal ofyear ~~Japan.~~ending ~~On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial~~November ~~Officer~~30, ~~President, Treasurer, and Director of Dr~~2024. ~~Foods,~~This ~~Inc.~~decision ~~(formerly known as Catapult Solutions, Inc.). Koichi Ishizuka has a controlling interest in Dr. Foods, Inc. On March 21, 2022, Mr. Ishizuka~~ was ~~appointed~~approved asby the ~~Chief~~Company’s ~~Executive~~Board ~~Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director~~ of ~~WeCapital Holdings, Inc~~Directors.~~, (formerly known as Perfect Solutions Group, Inc~~.).

~~Given~~During ~~Mr.~~the ~~Ishizuka’s~~fiscal ~~extensive~~years ~~business~~ended ~~acumen~~November ~~and~~30, ~~long~~2024, ~~standing~~as ~~entrepreneurial~~well ~~background~~as the prior fiscal years, neither the ~~company~~Company ~~firmly~~nor ~~believes~~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 ~~Koichi~~might ~~Ishizuka~~be rendered on the Company's financial statements, and neither a written report nor oral advice iswas ~~well-suited~~provided to ~~continue~~the Company that Bush & Associates CPA LLC concluded was an important factor considered by the Company in reaching a decision as to ~~serve~~any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as ~~our~~defined ~~sole~~in ~~officer~~Item 304(a)(1)(iv) of Regulation S-K and ~~director.~~the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)

AsItem of9A. ~~the~~Controls ~~date of this filing, there has been no material plan, contract, or arrangement (whether or not written) to which our sole officer~~ and ~~director, Koichi Ishizuka, is a party in connection with his appointments at WB Burgers Asia, Inc~~Procedures.

~~Employees~~Disclosure Controls and Procedures

AsThe Company ofhas ~~November~~adopted 30and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, ~~2023~~such as this annual report, ~~our~~is ~~company~~collected, ~~had~~recorded, noprocessed, ~~employees~~summarized ~~beyond~~and ~~our~~reported ~~sole~~within ~~officer~~the ~~and~~time ~~director,~~periods ~~Koichi~~specified ~~Ishizuka~~in the rules of the SEC. The MrCompany’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As ~~Ishizuka~~required ~~currently~~under ~~provides~~Exchange ~~his~~Act ~~services~~Rule ~~without~~13a-15, ~~compensation~~the Company’s management, consisting of our officers and ~~there~~directors ~~are~~have noconducted ~~plans~~an ~~for~~evaluation of the ~~company~~effectiveness toof ~~provide~~disclosure ~~compensation~~controls toand ~~him~~procedures inas of the ~~foreseeable~~end ~~future~~of the period covered by this report. Based on that evaluation, our officers and directors concluded that the disclosure controls and procedures are ineffective.

~~Director~~Our officers and directors has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of November 30, 2024, the end of the period covered by this report and has concluded that (i) the Company’s disclosure ~~Term~~controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of ~~Office~~the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Directors will hold office until the next annual~~Management’s ~~meeting~~Report ofon ~~stockholders~~Internal ~~and~~Control ~~the~~over ~~election~~Financial and qualification of their successors. Officers are elected annually by our board of directors and serve at the discretion of the board of directors. Presently, we have only a single officer and director, Koichi Ishizuka.Reporting

~~Corporate~~The Company’s ~~Governance~~managements are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on the assessment, management concluded that, as of November 30, 2024, the Company’s internal control over financial reporting is ineffective based on those criteria.

The Company’s managements do not expect that the Company’s ~~promotes~~disclosure ~~accountability~~controls ~~for~~and ~~adherence~~procedures and its internal control processes towill ~~honest~~prevent all error and ~~ethical~~all ~~conduct;~~fraud. A ~~endeavors~~control tosystem, no matter how well conceived and operated, can provide ~~full~~only reasonable, not ~~fair~~absolute, ~~accurate~~assurance that the objectives of the control system are met. Further, ~~timely~~the ~~and~~design ~~understandable~~of ~~disclosure~~a incontrol ~~reports~~system ~~and~~must ~~documents~~reflect the fact that ~~the~~there ~~Company~~are ~~files~~resource ~~with~~constraints, and the ~~Securities~~benefits ~~and~~of ~~Exchange~~controls ~~Commission~~must (be considered relative to their costs. Because of the ~~“SEC”)~~inherent ~~and~~limitations in ~~other~~all ~~public~~control ~~communications~~systems, ~~made~~no byevaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company; have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and ~~strives~~that tothe breakdowns can occur because of simple error or mistake. Additionally, controls can be ~~compliant~~circumvented ~~with~~by ~~applicable~~the ~~governmental~~individual ~~laws~~acts of some persons, ~~rules~~by ~~and~~collusion ~~regulations.~~of ~~The~~two ~~Company~~or ~~has~~more ~~not~~people, ~~formally~~or ~~adopted~~by management override of athe ~~written~~control. ~~code~~The design of ~~business~~any ~~conduct~~system of controls also is based in part upon certain assumptions about the likelihood of future events, and ~~ethics~~there can be no assurance that ~~governs~~any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the ~~Company’s~~degree ~~employees~~of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, ~~officers~~misstatements due to error or fraud may occur and ~~directors~~may asnot be detected. However, these inherent limitations are known features of the ~~Company~~financial isreporting ~~not~~process. Therefore, ~~required~~it is possible to dodesign sointo the process safeguards to reduce, though not eliminate, this risk.

InThe matters ~~lieu~~involving ofinternal ancontrols ~~Audit~~and ~~Committee,~~procedures ~~the Company’s~~that ~~Board~~our ofChief ~~Directors,~~Executive ~~consisting~~Officer ~~solely~~considered ofto ~~Koichi~~be ~~Ishizuka,~~material isweaknesses ~~responsible~~under ~~for~~the ~~reviewing~~standards of ~~and~~the ~~making~~Committee ~~recommendations concerning~~of ~~the~~Sponsoring ~~selection~~Organizations of ~~outside~~Treadway ~~auditors,~~Commission ~~reviewing~~were: ~~the~~domination ~~scope~~of management by a single individual without adequate compensating controls, ~~results~~lack ~~and~~of ~~effectiveness~~a majority of ~~the~~outside ~~annual~~directors ~~audit~~on board of ~~the~~directors, ~~Company's financial~~resulting ~~statements~~in ~~and~~ineffective ~~other~~oversight ~~services~~in ~~provided~~the byestablishment and ~~the~~monitoring ~~Company’s~~of ~~independent~~required ~~public~~internal ~~accountants.~~controls ~~Our~~and ~~sole~~procedures; ~~officer~~inadequate ~~and director~~segregation ~~reviews~~of ~~the~~duties ~~Company's~~consistent ~~internal~~with ~~accounting~~control ~~controls~~objectives, ~~practices~~ and lack ~~policies~~of an audit committee.

~~Committees~~The Company ofbelieves that the ~~Board~~material weaknesses are due to the Company’s limited resources.

Our Chief ~~Company~~Executive ~~currently~~Officer ~~does~~and ~~not~~Chief ~~have~~Financial ~~nominating~~Officer, ~~compensation,~~ orKoichi ~~audit~~Ishizuka, ~~committees~~believes orthat ~~committees~~the ~~performing~~material ~~similar~~weaknesses ~~functions~~did ~~nor~~not ~~does our Company~~ have aan ~~written~~effect ~~nominating,~~on ~~compensation~~our orfinancial ~~audit committee charter~~results. ~~Our~~However, ~~sole~~management ~~officer~~believes ~~and~~that ~~director,~~the ~~Koichi~~lack ~~Ishizuka,~~of isa offunctioning ~~the~~audit ~~opinion~~committee ~~that~~and ~~establishing~~inadequate ~~committees~~segregation isof ~~unnecessary~~duties results atin ~~this~~ineffective ~~time.~~oversight Hein ~~believes he~~the ~~can~~establishment ~~effectively~~and ~~fulfill~~monitoring ~~the~~of ~~functions~~required ~~typically~~internal ~~assigned~~controls toand ~~such~~procedures, ~~committees~~which ~~until~~could ~~our~~result in ~~operational~~a ~~activity~~material ~~increases~~misstatement ~~and~~in ~~funding~~our ~~becomes available~~financial ~~for~~statements ~~hiring~~in ~~additional~~future ~~staff~~periods.

Our Chief Executive Officer recognizes, ~~however,~~ that our controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue ~~as mentioned above on page 7~~.

~~Audit~~Management’s Remediation ~~Committee Financial Expert~~Initiatives

~~Our Board, consisting solely of Koichi Ishizuka,~~In ~~has~~an ~~determined~~effort ~~that~~to weremediate dothe ~~not~~identified ~~have~~material aweaknesses ~~board~~and ~~member~~other ~~that~~deficiencies ~~qualifies~~and asenhance anour ~~“audit~~internal ~~committee financial expert” as defined in Item 407(D)(5) of Regulation S-K~~controls, ~~nor do~~ we have ~~a Board member that qualifies as “independent” as the term is used in~~initiated, ~~Item~~or ~~7(d)(3)(iv)(B)~~plan ofto ~~Schedule~~initiate, ~~14A under~~ the ~~Securities~~following ~~Exchange~~series ~~Act~~ of ~~1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.~~measures:

We will ~~believe~~create ~~that~~a ~~our~~position ~~sole~~to ~~officer~~segregate ~~and~~duties ~~director, Koichi~~consistent ~~Ishizuka,~~with iscontrol ~~capable~~objectives ~~of analyzing~~ and ~~evaluating~~will ~~our~~increase ~~financial statements, given~~ our ~~limited~~personnel ~~activity,~~resources and ~~understanding~~technical ~~internal~~accounting ~~controls~~expertise aswithin ~~well~~the asaccounting ~~procedures~~function ~~for~~when ~~financial~~funds ~~reporting.~~are ~~Our~~available ~~sole~~to ~~officer~~us. ~~and director~~And, ~~Koichi~~we ~~Ishizuka,~~plan ~~does~~to ~~not~~appoint ~~believe that~~one itor ismore ~~necessary~~outside directors to ~~have~~our anboard ~~audit committee because management believes that the Board~~ of ~~Directors~~directors ~~can~~who ~~adequately~~shall ~~perform~~be ~~the functions~~appointed ofto an audit committee. Inresulting ~~addition,~~in wea ~~believe~~fully ~~that~~functioning ~~retaining~~audit ancommittee ~~independent Director~~ who ~~would~~will ~~qualify as an~~undertake ~~"audit~~the ~~committee~~oversight ~~financial~~in ~~expert"~~the ~~would~~establishment ~~be overly costly~~ and ~~burdensome~~monitoring ~~and~~of isrequired ~~not~~internal ~~warranted~~controls inand ~~our~~procedures ~~circumstances given~~such ~~the~~as ~~stage~~reviewing ofand ~~our~~approving ~~development~~ estimates and ~~the~~assumptions ~~fact~~made ~~that~~by wemanagement ~~have~~when ~~not~~funds ~~generated~~are ~~any~~available ~~positive cash flows from operations~~ to ~~date~~us.

~~Our~~Management believes ~~Chief~~that ~~Executive Officer acknowledges~~ the ~~potential~~ ~~for~~appointment ~~substantial~~of ~~improvement~~one inor ~~our~~more ~~controls~~outside ~~and~~directors, ~~procedures~~who ~~with~~shall ~~the~~be ~~inclusion~~appointed ofto ana ~~additional~~fully functioning audit committee ~~member~~, ~~preferably~~ awill ~~financial~~remedy the ~~expert,~~lack orof ~~other~~a ~~qualified~~functioning ~~staff~~audit ~~member~~committee ~~who could improve upon our controls~~ and ~~procedures.~~a ~~However,~~lack ~~it's important~~of toa ~~note~~majority ~~that~~of ~~the~~outside ~~company~~directors ~~currently~~on ~~lacks~~our ~~the necessary funding to hire additional staff~~Board.

~~Involvement~~We will inwork ~~Certain~~as ~~Legal~~quickly ~~Proceedings~~as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

~~Our~~Management is ~~sole~~actively ~~officer~~pursuing ~~and~~the addition of independent board members with audit committee expertise. The company anticipates submitting an information statement regarding the election of independent director,(s) ~~Koichi~~[target ~~Ishizuka~~date, if available] to establish an audit committee and ~~has~~strengthen ~~not~~the ~~been~~control ~~involved~~environment. inUntil ~~any~~such ofadditions are made, the ~~following~~company ~~events~~will ~~during~~rely on engagement of external auditors and management review procedures to mitigate the ~~past~~risk ~~ten~~of ~~years:~~material misstatement.

1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction Changes in aInternal criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Control

~~Independence~~There have ofbeen ~~Directors~~no changes in internal controls over the financial reporting that occurred during the fiscal year ended November 30, 2024, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

WeThis annual ~~are~~report does not ~~required~~include toan ~~have~~attestation ~~independent~~report ~~members~~ of the Company’s registered public accounting firm regarding internal control ~~our~~over ~~Board~~financial ofreporting. ~~Directors,~~Management’s ~~and~~report dowas not ~~anticipate~~subject ~~having~~to ~~independent~~attestation ~~Directors~~by ~~until~~the ~~such~~Company’s ~~time~~registered aspublic weaccounting firm ~~are~~pursuant ~~required~~to temporary rules of the SEC that permit the Company to doprovide soonly management’s report in this annual report.

~~Code~~Item 9B. ofOther ~~Ethics~~Information.

~~We have not adopted a formal Code of Ethics~~None. The Board of Directors, consisting solely of Koichi Ishizuka, evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

~~Shareholder~~- 7 ~~Proposals~~-

~~Our Company does not have any defined policy or~~Table ~~procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board~~ of Directors, consisting solely of Koichi Ishizuka, believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.Contents

~~A shareholder who wishes to communicate with our~~PART ~~Board of Directors may do so by directing a written request addressed to our sole officer and director, Koichi Ishizuka, at the address appearing on the first page of this Annual Report.~~III

-Item 10. 8Directors, -Executive Officers and Corporate Governance.

~~Table~~Mr. Koichi ofIshizuka, ~~Contents~~Age 54 - Chief Executive Officer, President, Director, Secretary, and Treasurer

~~Item~~Background of 11Mr. ~~Executive~~Koichi ~~Compensation.~~Ishizuka

~~Summary~~Mr. Koichi ~~Compensation~~Ishizuka’s ~~Table~~ academic journey includes earning his MBA from the University of Aoyama Gakuin in 2004 and completing the Advanced Management Program at Harvard School of Business in 2011. Stepping into the professional arena, he commenced as the head of marketing at Thomson Reuters, a prominent mass media and information firm. His career trajectory led him to pivotal roles, serving as CEO for Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings, Ltd. in 2009.

Name and principal position (a)	As of November 30, (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Non-qualified deferred compensation earnings ($) (h)	All other compensation ($) (i)	Total ($) (j)
Koichi Ishizuka, Sole Officer and Director	2022	-	-	-	-	-	-	-	-
	2023	-	-	-	-	-	-	-	-

Presently, Mr. Ishizuka holds the position of Chief Executive Officer across a spectrum of companies, including OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., Off Line International, Inc., and OFF Line Japan Co., Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013, Photozou Co., Ltd. since 2016, Photozou Holdings, Inc. since 2017, Photozou Koukoku Co., Ltd. since 2017, Zentrum Holdings, Inc. (formerly known as Off Line International, Inc.) since 2019, and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, Koichi Ishizuka assumed the roles of Chief Financial Officer and Director of Next Meats Holdings, Inc., followed by his appointment as Chief Executive Officer on December 28, 2021. He continues to hold these positions to this day, and additionally maintains a controlling interest in Next Meats Holdings, Inc. Additionally, he serves as the Chief Financial Officer of Next Meats Co., Ltd., a Japanese alternative meat company and wholly owned subsidiary of Next Meats Holdings, Inc.

~~Summary~~Since its inception on April 14, 2021, Koichi Ishizuka has served as CEO of ~~Compensation~~WB Burgers Japan Co., Ltd., a Japanese company. On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Business Solutions Plus, Inc., which is now known as WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. is a wholly owned subsidiary of WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan. On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director of Dr. Foods, Inc. (formerly known as Catapult Solutions, Inc.). Koichi Ishizuka has a controlling interest in Dr. Foods, Inc. On March 21, 2022, Mr. Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of WeCapital Holdings, Inc., (formerly known as Perfect Solutions Group, Inc.).

~~Stock~~Given Mr. ~~Option~~Ishizuka’s ~~Grants~~extensive business acumen and long standing entrepreneurial background, the company firmly believes that Koichi Ishizuka is well-suited to continue to serve as our officer and director.

WeAs of ~~have~~the ~~not~~date ~~granted~~of ~~any~~this ~~stock~~filing, ~~options~~there has been no material plan, contract, or arrangement (whether or not written) to which our ~~sole~~ officer and director, Koichi Ishizuka, ~~since~~is ~~our~~a ~~incorporation~~party in connection with his appointments at WB Burgers Asia, Inc.

~~Employment~~Ms. Kazuki ~~Agreements~~Matsuhashi, Age 47 - Chief Financial Officer and Director

~~We do not have an employment or consulting agreements~~Background ~~with~~of ~~any officer or Director~~Ms. AtKazuki ~~this time, we have only one officer and director, Koichi Ishizuka.~~ Matsuhashi

~~Compensation~~Kazuki Matsuhashi ~~Discussion~~graduated from the Faculty of Law, Department of International Relations and ~~Analysis~~Law, at Sophia University. From 2000 to 2004, Mrs. Matsuhashi held administrative and management positions at ING Life Insurance, Resona Bank, Tokyo Star Bank, and Agfa-Gevaert Japan Ltd. Since 2000, she has served as Administration Manager of OFF Line Co., Ltd.

~~Director~~As a ~~Compensation~~result of Kazuki Matsuhashi’s experience in administration and management, the board has determined to elect Kazuki Matsuhashi as the Company’s Chief Financial Officer and Director.

~~Our Board of Directors, consisting solely of Koichi Ishizuka, does not currently receive any consideration for their services as members of the Board of Directors~~Mr. ~~The Board of~~ ~~Directors~~Mitsuru ~~reserves~~Ueno ~~the~~Age ~~right~~49 ~~in the future to award the members of the Board of Directors cash or stock~~-~~based~~ ~~consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.~~Director

~~Executive~~Background of ~~Compensation~~Mr. ~~Philosophy~~Mitsuru Ueno

~~Our~~Mitsuru Ueno ~~Board~~was ofemployed ~~Directors,~~as ~~consisting~~an ~~solely~~Executive ~~of Koichi~~Producer ~~Ishizuka,~~at ~~determines~~Photozou ~~the~~Co., ~~compensation~~Ltd., ~~given~~a tophoto ~~our~~sharing ~~executive~~social ~~officers~~networking service in ~~their~~Japan, ~~sole~~from ~~determination.~~2017 ~~Our~~to ~~Board of Directors~~2022, ~~reserves~~where ~~the~~he ~~right~~was toresponsible ~~pay~~for ~~our~~business ~~executive~~development. orFrom ~~any~~January ~~future~~2022 ~~executives~~to ~~a salary~~Present, ~~and/or~~Mr. ~~issue~~Ueno ~~them~~has ~~shares~~served ofas ~~common~~Chief ~~stock~~Operating ~~issued~~Officer inof WB ~~consideration~~Burgers ~~for~~Japan, ~~services~~Inc., ~~rendered~~a ~~and/or~~holding tocompany ~~award incentive bonuses~~ which ~~are~~operates ~~linked~~Wayback toBurgers ~~our~~in ~~performance~~Japan, aswhere ~~well~~his asresponsibilities pertain to ~~the individual~~international ~~executive officer’s performance~~business development. ~~This~~From ~~package~~October ~~may~~2022 ~~also include long-term stock-based compensation~~ to ~~certain executives~~present, ~~which is intended to align the performance of our executives with our long-term business strategies~~Mr. ~~Additionally,~~Ueno ~~while our Board of Directors~~ has ~~not~~served ~~granted~~as ~~any~~Chief ~~performance~~Operating ~~base~~Officer ~~stock~~of ~~options~~Next toMeats ~~date~~USA, ~~the~~Inc., ~~Board~~a offoodtech ~~Directors reserves the right to~~venture ~~grant such options in the future~~company, ifwhere ~~the~~he ~~Board~~is inresponsible ~~its~~for ~~sole~~international ~~determination~~business ~~believes such grants would be in the best interests of the Company~~development.

~~Incentive~~As a ~~Bonus~~result of Mr. Ueno’s business development expertise, the board has determined to elect Mitsuru Ueno to the position of Director of the Company.

~~The Board~~ As of ~~Directors,~~the ~~consisting~~date ~~solely~~ of ~~Koichi~~ ~~Ishizuka~~this filing, ~~may~~there ~~grant~~has ~~incentive~~been ~~bonuses~~no tomaterial ~~our~~plan, ~~executive~~contract, ~~officer and/~~or ~~future~~arrangement ~~executive~~(whether ~~officers~~or innot ~~its~~written) ~~sole~~to ~~discretion,~~which ~~if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing~~ our ~~current business~~director, ~~objectives~~Mitsuru ~~and growth~~Ueno, ifis ~~any,~~a ~~and~~party ~~the~~in ~~amount~~connection ofwith ~~revenue~~his weappointments ~~are~~at ~~able~~WB toBurgers ~~generate each month~~Japan, ~~which~~Inc. ~~revenue is a direct result of the actions~~ and ~~ability~~Next ofMeats ~~such~~USA, ~~executives~~Inc..

~~Long-term,~~Mr. Taketsugu ~~Stock~~Aoyama ~~Based~~Age ~~Compensation~~50 - Independent Director

~~In order to attract, retain and motivate executive~~Background talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of ~~our~~Mr. ~~Board~~Taketsugu ~~of Directors, which we do not currently have any immediate plans to award.~~Aoyama

-Taketsugu Aoyama, 9age -has served as the President of Aoyama Certified Accountant Corporation, an accounting corporation, from 2005 to present. In his position he has assisted clients with the preparation of tax returns, related financial statements, general bookkeeping and consultation.

~~Table~~As a result of ~~Contents~~ Mr. Aoyama’s accounting expertise the board has determined to elect Taketsugu Aoyama as an Independent Director of the Company, and as a member of the Audit Committee.

~~Item 12~~Mr. Hideo ~~Security~~Fujioka ~~Ownership~~Age of53 ~~Certain~~- ~~Beneficial~~Independent ~~Owners and Management and Related Stockholder Matters.~~Director

~~As of November 30, 2023, the Company has 8,000,000~~Background ~~shares~~ of ~~common~~Mr. ~~stock~~Hideo ~~issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.~~Fujioka

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Voting Shares of Preferred Stock	Preferred Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors
Koichi Ishizuka (1) (2) 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan	5,334,200	66.68%	none	n/a	66.68%
5% or greater shareholders
Takashi Matsuyama 4-16-14-101, Kugenuma Sakuragaoka, Fujisawa-shi, Kanagawa, 251-0027, Japan	700,000	8.75%	none	n/a	8.75%
Rei Ishizuka (3) 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan	600,260	7.50%	none	n/a	7.50%

Hideo Fujioka has worked as an independent consultant from 2015 to 2023. During this time, he offered management consulting services to a range of clients. Since 2021, Mr. Fujioka has also been serving as the Chief Operating Officer of Mama Foods Co., Ltd., a Japanese company that specializes in developing, manufacturing, and selling Japanese side dishes, both wholesale and retail.

~~(1)~~Due to Mr. ~~Koichi~~Fujioka’s ~~Ishizuka~~business ~~owns~~experience, ~~66.68%~~the ofboard ~~the~~has ~~issued and~~determined ~~outstanding~~to ~~shares~~elect Hideo Fujioka as an Independent Director of the ~~company~~Company.

As of the date of this filing, there has been no material plan, contract, or arrangement (2whether or not written) ~~Koichi~~to ~~Ishizuka~~which isour ~~the~~director, Mitsuru ~~President~~Ueno, ~~CEO~~is ~~and~~a ~~Director of~~party ~~the~~in ~~Company~~connection with his appointments at Mama Foods Co., Ltd.

~~(3) Rei Ishizuka is the wife of Koichi Ishizuka.~~Employees

~~Beneficial ownership has been determined in accordance~~As ~~with~~of ~~Rule~~November ~~13d-3 under the Exchange Act. Under this rule~~30, ~~certain shares may be deemed to be beneficially owned by more than one person (if~~2024, ~~for~~our ~~example,~~company ~~persons~~had ~~share~~no ~~the~~employees ~~power~~beyond toour ~~vote~~officers orand ~~the power to dispose of the shares)~~directors. InOur ~~addition,~~officers ~~shares~~and ~~are~~directors ~~deemed~~currently toprovide ~~be beneficially~~their ~~owned~~services bywithout acompensation, ~~person~~and ifthere ~~the~~are ~~person~~no ~~has~~plans ~~the right to acquire shares (~~for ~~example, upon exercise of an option or warrant) within 60 days of~~ the ~~date~~company asto ofprovide ~~which~~compensation ~~the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed~~ to ~~include~~him ~~the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown~~ in the ~~following~~foreseeable ~~table does not necessarily reflect the person’s actual voting power at any particular date~~future.

~~Item 13. Certain Relationships and Related Transactions, and~~ Director’s Term ~~Independence.~~of Office

~~For~~Directors ~~the~~will ~~year~~hold ~~ended~~office ~~November~~until ~~30,~~the ~~2023,~~next ~~Photozou~~annual ~~Co.,~~meeting ~~Ltd.,~~of astockholders ~~company controlled by Koichi Ishizuka, our CEO, advanced to the Company $4,647~~ and ~~paid expenses on behalf of~~ the ~~Company~~election inand ~~the~~qualification ~~amount~~ of ~~$101,340~~their successors. ~~For~~Officers ~~the~~are ~~year ended November 30, 2023, the Company~~elected ~~repaid~~annually ~~$7,410 to~~by ~~Photozou~~our ~~Co.,~~board ~~Ltd.~~of ~~During~~directors ~~the year ended November 30, 2023, Photozou Co., Ltd. transferred accounts receivable,~~ and aserve ~~website,~~at in the ~~amount~~discretion of ~~$97 and nil (JPY 1), respectively, to~~ the ~~Company.~~board ~~The total due to related party as~~ of ~~November 30, 2023 was $726,603 and are unsecured, due on demand and non-interest bearing~~directors.

~~For~~Corporate the year ended November 30, 2023, the Company borrowed $71,492 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. For the year ended November 30, 2023, the Company had $167 accrued interest payable due to the related party. The total due to White Knight Co. as of November 30, 2023 and November 30, 2022 were $68,154 and $0, respectively. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.Governance

~~For~~The ~~the~~Company ~~year~~promotes ~~ended~~accountability ~~November~~for ~~30,~~adherence ~~2022,~~to ~~Photozou~~honest ~~Co.,~~and ~~Ltd.,~~ethical aconduct; ~~company~~endeavors ~~controlled~~to byprovide ~~Koichi~~full, ~~Ishizuka~~fair, ~~our CEO~~accurate, ~~advanced~~timely ~~to the Company $23,129~~ and understandable ~~paid~~disclosure ~~expenses~~in onreports ~~behalf~~and ofdocuments that the Company infiles with the ~~amount~~Securities ofand ~~$138,465.~~Exchange ~~For~~Commission (the ~~year~~“SEC”) ~~ended~~and ~~November~~in other ~~30,~~public ~~2022,~~communications made by the Company; ~~repaid~~and ~~$50,112~~ strives to ~~Photozou~~ ~~Co.~~be compliant with applicable governmental laws, ~~Ltd.~~rules and regulations. The ~~total~~Company ~~due~~has tonot ~~related~~formally ~~party~~adopted asa written code of ~~November~~business ~~30,~~conduct ~~2022~~and ~~was~~ethics ~~$651~~that governs the Company’s employees,~~999~~ officers and isdirectors ~~unsecured,~~as ~~due~~the onCompany ~~demand~~is ~~and~~not ~~non-interest bearing~~required to do so.

~~For~~In lieu of an Audit Committee, the ~~years~~Company’s ~~ended~~Board ~~November~~of 30Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, ~~2023~~reviewing the scope, results and ~~2022,~~effectiveness of the annual audit of the Company's ~~utilized~~financial ~~office~~statements ~~space~~ and ~~storage~~other ~~space~~services ofprovided by the Company’s ~~sole~~independent ~~officer~~public accountants. Our officers and ~~director,~~directors ~~Koichi~~review ~~Ishizuka~~the Company's internal accounting controls, ~~free~~practices ofand ~~charge~~policies.

~~Review, Approval and Ratification~~ Committees of ~~Related~~the ~~Party Transactions~~Board

~~Given~~Our Company ~~our~~currently ~~small~~does ~~size~~not ~~and~~have ~~limited~~nominating, ~~financial resources~~compensation, we ~~have~~or ~~not~~audit ~~adopted~~committees ~~formal~~or ~~policies~~committees ~~and~~performing ~~procedures~~similar ~~for~~functions ~~the~~nor ~~review,~~does ~~approval~~our Company orhave ~~ratification~~a ofwritten ~~transactions~~nominating, ~~such~~compensation asor ~~those~~audit ~~described~~committee ~~above, with~~charter. ~~our~~Our ~~executive~~officers ~~officer(s), Director(s)~~ and ~~significant~~directors ~~stockholders.~~is Weof ~~intend~~the toopinion ~~establish~~that ~~formal policies and procedures in the~~establishing ~~future,~~committees ~~once~~is weunnecessary ~~have~~at ~~sufficient~~this ~~resources~~time. ~~and~~He ~~have~~believes ~~appointed~~he ~~additional~~can ~~Directors,~~effectively sofulfill ~~that~~the ~~such~~functions ~~transactions~~typically ~~will~~assigned ~~be subject~~ to ~~the~~such ~~review, approval~~committees ~~or ratification of~~ until our ~~Board~~operational ofactivity ~~Directors,~~increases orand anfunding ~~appropriate~~becomes ~~committee~~available ~~thereof.~~for Onhiring aadditional ~~moving forward basis, our Directors will continue to approve any related party transaction~~staff.

~~Item~~Our Chief ~~14.~~Executive ~~Principal~~Officer ~~Accounting~~recognizes, ~~Fees~~however, that our controls and ~~Services~~procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue as mentioned above on page 7.

~~Below~~Audit isCommittee ~~the~~Financial ~~aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.~~Expert

		2023	2022
Audit fees	BF Borgers CPA PC	$4,400	-
Audit related fees	BF Borgers CPA PC	-	-
Tax fees	BF Borgers CPA PC	-	-
Audit fees	MaloneBailey, LLP	$67,090	$79,166
Audit related fees	MaloneBailey, LLP	-	-
Tax fees	MaloneBailey, LLP	$2,575	$5,000
All other fees		-	-
Total		$74,065	$84,166

The director who qualifies as the “financial expert of the audit committee” as defined in Item 407(D)(5) of our Regulation S-K is Taketsugu Aoyama. The directors who qualify as “independent” as defined in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and Rule 4200(a)(14) of FINRA Rules are Taketsugu Aoyama and Hideo Fujioka.

~~Audit~~Our ~~fees~~Chief ~~represent~~Executive ~~the~~Officer ~~professional~~acknowledges ~~services~~the ~~rendered~~potential for ~~the~~substantial ~~audit~~improvement ofin our ~~annual~~controls ~~financial~~and ~~statements~~procedures ~~and~~with the ~~review~~inclusion of ~~our financial~~an ~~statements~~additional ~~included~~audit incommittee ~~quarterly reports~~member, ~~along~~preferably ~~with~~a ~~services~~financial ~~normally~~expert, ~~provided by the accounting firm in connection with statutory and regulatory filings~~ or ~~engagements.~~other ~~Audit-related~~qualified ~~fees~~staff ~~represent~~member ~~professional~~who ~~services~~could ~~rendered~~improve ~~for~~upon ~~assurance~~our controls and ~~related~~procedures. ~~services~~However, ~~by the~~it's ~~accounting~~important ~~firm that are reasonably related~~ to ~~the~~note ~~performance~~that of the ~~audit~~company orcurrently ~~review~~lacks ofthe ~~our~~necessary ~~financial~~funding ~~statements~~to ~~that~~hire ~~are~~additional ~~not reported under audit fees~~staff.

~~Tax fees represent professional services rendered~~Involvement by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in ~~the~~Certain ~~other~~Legal ~~categories.~~Proceedings

-Our officers 10and -directors have not been involved in any of the following events during the past ten years:

~~Table~~1. bankruptcy petition filed by or against any business of ~~Contents~~which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~PART~~Independence of IVDirectors

~~Item~~We are ~~15.~~not ~~Exhibits~~required to have independent members of our Board of Directors, ~~Financial~~and ~~Statement~~do ~~Schedules~~not anticipate having independent Directors until such time as we are required to do so.

~~(a)~~Code of ~~Financial Statements~~Ethics

1We have not adopted a formal Code of Ethics. ~~Financial~~The ~~statements~~Board ~~for~~of ~~our~~Directors ~~company~~evaluated ~~are~~the business of the Company and the number of employees and ~~listed~~determined inthat since the ~~index~~business ~~under~~is ~~Item~~operated 8by a small number of ~~this~~persons, ~~document~~general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

~~2. All financial statement schedules are~~Shareholder ~~omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.~~Proposals

~~(b)~~Our Company ~~Exhibits~~does ~~required~~not byhave ~~Item~~any ~~601~~defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of ~~Regulation~~Directors ~~S-K~~believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

Exhibit No.		Description
3.1 (i)		Certificate of Incorporation (1)
3.1 (ii)		Certificate of Amendment (2)
3.2		By-laws (1)
31		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended November 30, 2023 (3)
32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our officer and director, Koichi Ishizuka, at the address appearing on the first page of this Annual Report.

~~____________________~~- 8 -

(1)	Filed as an exhibit to the Company's Registration Statement on Form POS AM as filed with the SEC on June 9, 2017, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Form 8-K as filed with the SEC on January 19, 2017, and incorporated herein by this reference.
(3)	Filed herewith.

Table of Contents

~~SIGNATURES~~Item 11. Executive Compensation.

~~Pursuant to the requirements of Section 13 or 15(d)~~Summary ofCompensation ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Table

Photozou Holdings, Inc.

Name and principal position (a)	As of November 30, (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Non-qualified deferred compensation earnings ($) (h)	All other compensation ($) (i)	Total ($) (j)

Koichi Ishizuka, Officer and Director	2023	-	-	-	-	-	-	-	-
	2024	-	-	-	-	-	-	-	-
Yuko Takeuchi, CFO and Director	2024	-	-	-	-	-	-	-	-
Mitsuru Ueno, Director	2024	-	-	-	-	-	-	-	-
Taketsugu Aoyama, Independent Director	2024	-	-	-	-	-	-	-	-
Hideo Fujioka, Independent Director	2024	-	-	-	-	-	-	-	-

~~(Registrant)~~Summary of Compensation

~~By: /s/~~Stock Option ~~Koichi Ishizuka~~Grants

~~Koichi~~We have ~~Ishizuka,~~not ~~Chief~~granted ~~Executive~~any ~~Officer,~~stock ~~Chief~~options ~~Financial Officer,~~to ~~Director~~our officers and directors since our incorporation.

~~Dated: March 8, 2024~~ Employment Agreements

~~In accordance with the Exchange Act, this report has~~We ~~been~~do ~~signed~~not ~~below~~have byan ~~the~~employment ~~following~~or ~~persons~~consulting onagreements ~~behalf~~with ofany ~~the~~officer ~~registrant~~or ~~and in the capacities and on the dates indicated~~Director.

~~By: /s/~~Compensation Discussion ~~Koichi~~and ~~Ishizuka~~Analysis

~~Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer,~~ Director Compensation

~~Dated:~~Our Board ~~March~~of 8Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, ~~2024~~which awards, if granted shall be in the sole determination of the Board of Directors.

-Executive Compensation ~~11 -~~Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors, consisting solely of Koichi Ishizuka, may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

- 9 -

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of November 30, 2024, the Company has 8,092,083 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Voting Shares of Preferred Stock	Preferred Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors
Koichi Ishizuka (1) (2) 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan	5,334,200	66.25%	none	n/a	66.65%
5% or greater shareholders
Takashi Matsuyama 4-16-14-101, Kugenuma Sakuragaoka, Fujisawa-shi, Kanagawa, 251-0027, Japan	700,000	8.75%	none	n/a	8.75%
Rei Ishizuka (3) 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan	600,260	7.69%	none	n/a	7.69%

(1) Mr. Koichi Ishizuka owns 66.68% of the issued and outstanding shares of the company.

(2) Koichi Ishizuka is the President, CEO and Director of the Company.

(3) Rei Ishizuka is the wife of Koichi Ishizuka.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

For the year ended November 30, 2023, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, our CEO, advanced to the Company $4,647 and paid expenses on behalf of the Company in the amount of $101,340. For the year ended November 30, 2024, the Company repaid $7,410 to Photozou Co., Ltd. As of November 30, 2023, the total amount due to Photozou Co., Ltd. was $ 794,757.

During the year, the Company repaid 327,790 in cash to Photozou Co., Ltd., received 237,629 in new borrowings, and recorded a non-cash contribution related to website transfer, for a net change of $716,680 See Note 4 for detail.

During the year ended November 30, 2023, Photozou Co., Ltd. transferred accounts receivable and, a website, in the amount of $97 and nil (JPY 1), respectively, to the Company.

The total due to related party as of November 30, 2024 was $726,603 and are unsecured, due on demand and non-interest bearing.

For the year ended November 30, 2023, the Company borrowed $71,492 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. For the year ended November 30, 2024, the Company had $167 accrued interest payable due to the related party. The total due to White Knight Co. as of November 30, 2023 were $68,154. The payable due to White Knight Co., Ltd. is unsecured, bears an annual interest rate of 0.8%, and is due on July 31, 2024.

For the years ended November 30, 2024, the Company borrowed $307,483 from White Knight Co., Ltd. a company controlled by Koichi Ishizuka, CEO, all of which was comprised of cash borrowing received by the Company directly through its bank account from the related party. The total due to White Knight Co. as of November 30, 2024 were $0.

For the years ended November 30, 2024, and 2023, the Company utilized office space and storage space of the Company’s sole officer, Koichi Ishizuka, free of charge.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

Item 14. Principal Accounting Fees and Services.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

		2024	2023
Audit fees	Bush & Associates CPA LLC	$70,000	$20,000
Audit fees	BF Borgers CPA PC	$55,000	$4,400
Audit fees	MaloneBailey, LLP	$15,450	$67,090
Tax fees	MaloneBailey, LLP	$2,832	$2,575
Total		$143,282	$94,065

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

- 10 -

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Financial statements for our company are listed in the index under Item 8 of this document.

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
3.1 (i)		Certificate of Incorporation (1)

3.1 (ii)		Certificate of Amendment (2)

3.2		By-laws (1)

31		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended November 30, 2024 (3)

32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

____________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form POS AM as filed with the SEC on June 9, 2017, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Form 8-K as filed with the SEC on January 19, 2017, and incorporated herein by this reference.
(3)	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Photozou Holdings, Inc.

(Registrant)

By: /s/ Koichi Ishizuka

Koichi Ishizuka, Chief Executive Officer, Director

Dated: March 30, 2026

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Koichi Ishizuka

Koichi Ishizuka, Chief Executive Officer, Director

Dated: March 30, 2026

By: /s/ Kazuki Matsuhashi

Kazuki Matsuhashi, Chief Financial Officer, Director

Dated: March 30, 2026

- 11 -

Filing Compare · Photozou Holdings, Inc.