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 2023-05-31

 2024-03-08

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 2020-07-02

 2023-12-01
 2024-03-08

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 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
FISCAL YEAR ENDED NOVEMBER 30, 2023

 OR

 [ ] 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

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer Identification No.)

 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

 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 [ ] 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 [ ] 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, 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. This was calculated using the par value $0.0001.

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

 - 1 -

 PHOTOZOU
HOLDINGS, INC.

 PART
 I

 PAGE

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Selected
 Financial Data

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item

 Financial
 Statements and Supplementary Data

 F1-F9

 Item

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive
 Compensation

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accounting Fees and Services

 PART
 IV

 Item

 Exhibits,
 Financial Statement Schedules

 Signatures

 -
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 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

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

 The Company has elected November 30 th as
its fiscal year end.

 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 was incorporated under the laws of
Japan on March 14, 2017.

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

 Photozou Koukoku Co., Ltd.'s business operations
are primarily focused around the sale of 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.

 On July 31, 2023, the Company acquired a website
( 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
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.

 Background of Operations - Sale of Cameras

 Photozou Koukoku 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.

 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.

 The Company believes that due to the high quality
of cameras created by Japanese camera makers that these will be the most appealing products to offer to the USA and Japanese market.

 However, should market trends shift and the demand
for cameras of other 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 as camera phones. At this time however, the focus is to sell used high-class digital
single lens reflex cameras.

 Purchasing

 Photozou Koukoku primarily purchases used cameras
from used camera dealers and individual consumers in Japan. Photozou Koukoku's supporting website at
can be used by interested parties to access pertinent information relating to selling their cameras. For example, there is a section
of the website 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 purchasing and selling activities of Photozou Koukoku's camera business.
Relating 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 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).

 - 3 -

 Inventory

 The Company consigns its operations regarding the
sale of cameras to Mr. Ogami. Inventory, however, remains under legal ownership of the Company.

 As of November 30, 2023, and 2022, the Company held
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.

 Selling

 Photozou Koukoku 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.

 Advertising Services

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

 Photozou Koukoku develops banner ads for third party
companies and subsequently assists those clients with having those advertisements placed on  Fees are determined
on a case-by-case basis and vary depending on whether or not Photozou Co., Ltd contracts Photozou Koukoku to work with a pre-existing
client, or if Photozou Koukoku obtains the client on its own accord.

 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.

 Photo Contests

 The Company has suspended its involvement with online photo contests, posted
on  indefinitely. This decision came about as a result of the closure of the photo magazine "Photo Technic
Digital", which was our collaborative partner in regard to photo contests, social networking and magazine collaboration. We are
of the understanding that the closure of Photo Technic Digital was the result of impacts the magazine suffered resulting from the Covid-19
pandemic.

Instead of hosting photo contests on  the Photozou SNS (Social Networking Service) commenced operations in October
2023 via  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 session services

 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.

 Approximately, 19 models are associated with the photo
session services provided in Osaka ( Approximately, 11 models are part of Photozou Koukoku photo
sessions conducted in Tokyo ( It is our intention to increase the number of models available for photo sessions,
through the assistance of a third-party contractor who began, in 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 from Photozou Koukoku. Rather, 'Primavera Photo Sessions' is the branding
used by Photozou Koukoku to deliver these services.

 Previously, the Company had engaged Blossom Report
Co., Ltd., to provide assistance with contacting and interviewing prospective models, but this arrangement was terminated around August
of 2023.

 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.

 Promotional activity

 We believe there to be a clear synergy between the
operations of Photozou Koukoku and  as  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.

 Affiliate Program

 Periodically, the company may enter into agreements with unrelated
third parties to serve as affiliates. Under such agreements, the affiliate would be granted authorization to establish a sub-page linked
to  for promotional endeavors. In return, affiliates would commit to sharing a portion of the revenue generated from
such web pages with the company. The precise terms and revenue shares would be determined on a case-by-case basis.

 Concentrations

 Concentration of Purchases

 Net purchase from suppliers accounting for 10% or
more of total purchases are as follows:

 For the year ended November 30, 2023, 100% of the
inventory of cameras were purchased from one supplier, "eSakura Market". For the year ended November 30, 2023, 100% of the
purchases of inventory of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to buy and sell used
cameras on behalf of the Company.

 For the year ended November 30, 2022, 93.8% of the
inventory of cameras were purchased from one supplier, "eSakura Market". For the year ended November 30, 2022, 100% of the
purchases of inventory of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with to buy and sell used
cameras on behalf of the Company.

 Concentration of Revenues

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

 For the 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, 2022, 100% of the revenue from the sale of cameras was generated through Amazon USA.

 For the year ended November 30, 2023 and November
30, 2022, 100% of the revenue from the sale of cameras was handled by Mr. Takaharu Ogami whom the Company has a service agreement with
to sell and buy used cameras on behalf of the Company.

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

 Item 1A. Risk Factors.

 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.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 2. Properties.

 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.

 Item 3. Legal Proceedings.

 From time to time, we may become party to litigation
or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not 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.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 - 4 -

 Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our common stock is quoted on the Pink Open Market, "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.

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

 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

 $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

 Holders

 As
of November 30, 2023, and March 8, 2024, there were 125 shareholders of record of our common stock and 8,000,000 shares of common
stock issued and outstanding.

 Dividends
and Share Repurchases

 We have 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.

 Issuer Purchases of Equity Securities

 None.

 Equity Compensation Plan Information

 Not applicable.

 Rec ent Sales of
Unregistered Securities; Uses of Proceeds from Registered Securities

 None.

 - 5 -

 Item 6. Selected Financial Data.

 Not applicable because the Company is a smaller reporting
company.

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.

 Forward-Looking Statements

 Certain statements, other than purely historical information,
including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are "forward-looking statements."

 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 expressions.

 Forward-looking statements are based on current expectations
and assumptions 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.

 Liqu idity
and Capital Resources

 As of November 30, 2023, and 2022, we had cash
and cash equivalents in the amount of $11,562 and $19,104, 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.

 If we need additional cash and cannot raise it, we
will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

 For the years ended November 30, 2023, the
Company borrowed $105,987 from Photozou Co., Ltd., a company controlled by Koichi Ishizuka, CEO, $101,340 of which was comprised of
expenses paid on behalf of the Company by the related party, and the remaining $4,647 was comprised of cash borrowing received by
the Company directly through its bank account from the related party. During the years ended November 30, 2023, the Company
furnished repayments in an amount of $7,410 to Photozou Co., Ltd.

 For the years 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 comprised of cash
borrowing received by the Company directly through its bank account from the related party. For the years ended November 30, 2023,
the Company had $167 of accrued interest payable due to the related party. 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.

 Revenues

 For
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.

 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,
respectively. For the years ended November 30, 2023 and 2022, used camera revenue generated from the Japan market is 7.9% and 0% of used
camera revenue, respectively.

 Net
Loss

 We
recorded a net loss of $263,837 and $155,286 for the years ended November 30, 2023 and 2022, respectively. 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 year.

 We
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.

 Through the current date, our gross profit ratio
has been, in our opinion, low. To improve upon our margins, going forward, we intend to make an attempt to purchase cameras at lower
prices by better negotiating purchases in our favor, and or buying in bulk at cheaper prices. We do not believe a small increase in our
pricing will deter buyers from purchasing our cameras, therefore we are also exploring the possibility of increasing our prices slightly.

 Cash flow

 For the years ended November 30, 2023, and 2022,
we had negative cash flows from operating activities in the amount of $141,999 and $3,323, respectively. We believe the variance
between periods to be attributable to a significantly larger net loss incurred during the fiscal year ended November 30, 2023.

 For the years ended November 30, 2023, and 2022,
we had cash flows from financing activities in the amount of $133,369 and negative $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.

 Working capital

 As of November 30, 2023, and 2022, we had a working
deficit of $716,702 and $563,519, respectively.

 Going Concern

 The accompanying consolidated financial statements
are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction
of liabilities in the normal course of business. The Company is in the early stage of operations and has 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.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.

 As a "smaller reporting company", we are
not required to provide the information required by this Item.

 - 6 -

 Item 8. Financial Statements and Supplementary
Data.

 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

 - F1 -

 Report
of Independent Registered Public Accounting Firm

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

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
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.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's
significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of 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
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.

 Our audit included performing procedures
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. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s
 BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2023

 Lakewood,
CO

 March
8, 2024

 - F2 -

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Photozou Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of Photozou Holdings, Inc. and its subsidiary (collectively, the "Company") as of November 30, 2022, and the
related consolidated statements of operations and comprehensive loss, changes in stockholders' 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, 2022, and the results of
their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United
States of America.

 Going Concern Matter

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of 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
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
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures
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. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor
from 2017 through 2023.

 Houston, Texas

 March 17, 2023

 - F3 -

 PHOTOZOU HOLDINGS, INC.

 CONSOLIDATED BALANCE SHEETS

 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

 $

 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)

 Additional
 paid in capital

 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

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

 - F4 -

 PHOTOZOU HOLDINGS, INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

 Year Ended

 Year Ended

 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

 NET LOSS BEFORE TAXES

 $

 $

 NET LOSS

 $

 $

 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

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

 -
F5 -

 PHOTOZOU
HOLDINGS, INC.

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 ADDITIONAL

 OTHER

 COMMON
 STOCK

 PAID
 IN

 COMPREHENSIVE

 ACCUMULATED

 NUMBER

 AMOUNT

 CAPITAL

 (LOSS)
 INCOME

 DEFICIT

 TOTALS

 Balance
 November 30, 2021

 $

 $

 12,575

 ( 519,661)

 ( 456,256)

 Net
 loss

 -

 -

 -

 -

 Foreign
 currency translation

 -

 -

 -

 61,514

 -

 61,514

 Balance

 74,089

 ( 674,947)

 ( 550,028)

 Net
 loss

 -

 -

 -

 -

 Foreign
 currency translation

 -

 -

 -

 146,055

 -

 146,055

 Balance

 220,144

 ( 938,784)

 ( 667,810)

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

 -
F6 -

 Table
of Contents

 PHOTOZOU HOLDINGS, INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year Ended

 Year Ended

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $

 $

 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

 ( 1,168)

 Sales tax recoverable

 ( 4,631)

 10,825

 Accrued expenses

 101,674

 110,967

 Due to related party

 -

 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

 $

 $

 Income taxes paid

 $

 -

 $

 -

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

 - F7 -

 PHOTOZOU HOLDINGS, INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOVEMBER
30, 2023 AND 2022

 NOTE 1
- ORGANIZATION, DESCRIPTION OF BUSINESS

 Photozou Holdings, Inc. (the "Company")
was incorporated under the laws of the State of Delaware on September 29, 2014.

 On May 8, 2018, the Company
conducted a stock cancellation of the above 3,037,300 shares and the total funds of $75,933 were returned to investors. The cancellation
of the shares and return of funds was due to the fact that we did not make an acquisition in the allotted time granted by Rule 419.

 On May 31, 2018, the Company
entered into and consummated a Stock Purchase Agreement (the "Stock Purchase Agreement") with Koichi Ishizuka, our President,
CEO, and Director. At the closing of the Stock Purchase Agreement, Koichi Ishizuka transferred to the Company, 10,000 shares of common
stock of Photozou Koukoku Co., Ltd., a Japan corporation ("Photozou Koukoku"), which represented all of its issued and outstanding
shares, in consideration of 1,000,000 JPY ($9,190 USD as of the exchange rate May 31, 2018). The Company has since gained a 100% interest
in the issued and outstanding shares of Photozou Koukoku's common stock and Photozou Koukoku is now a wholly owned subsidiary of
the Company. The Company and Photozou Koukoku were under common control at the time of the acquisition.

 Photozou Koukoku was incorporated under the laws of
Japan on March 14, 2017. Currently, Photozou Koukoku is headquartered in Tokyo, Japan. The Company offers advertising services and photo
session services, and sells used cameras.

 On June 5, 2018, Photozou Co., Ltd., our controlling
shareholder, entered into stock purchase agreements with 69 Japanese shareholders. Pursuant to these agreements, Photozou Co., Ltd. sold
3,028,900 shares of Photozou Holdings common stock in total to these individuals and received $75,723 as aggregate consideration. Each
shareholder paid.025 USD per share.

 On July 17, 2018, Photozou Co., Ltd., our controlling
shareholder, entered into a stock purchase agreement with 1 Japanese shareholder. Pursuant to the agreement, Photozou Co., Ltd. sold a
total of 7,000 shares of common stock to this individual and received $175 as aggregate consideration. Each shareholder paid $0.025 USD
per share.

 On September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder,
entered into a Stock Purchase Agreement with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement
on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represents approximately
56.9% of our issued and outstanding common stock, in consideration of JPY 6,657,917 (approximately $60,500). Following the closing of
the share purchase transaction, Koichi Ishizuka owns approximately 66.7% interest in the issued and outstanding shares of our common stock.
Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, we do not believe that this transaction is deemed
to be a change in control of the Company.

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

 The Company has elected November 30th as its fiscal
year end.

 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 PRINCIPLES OF CONSOLIDATION

 The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiary, Photozou Koukoku. Intercompany
transactions are eliminated.

 USE OF ESTIMATES

 The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant
estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income
tax, inventory obsolescence and sales allowance. Actual results in the future could vary from the amounts derived from management's estimates
and assumptions.

 RELATED PARTY TRANSACTION

 The Company accounts for related party transactions
in accordance with ASC 850 ("Related Party Disclosures"). A related party is generally defined as (i) any person that holds
10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly
controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and
operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources
or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 Transactions involving related parties cannot be presumed
to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations
about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent
to those that prevail in arm's-length transactions unless such representations can be substantiated.

 CASH EQUIVALENTS

 The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 ACCOUNTS RECEIVABLE AND CREDIT POLICIES

 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, 2023, the Company expects to collect these balances completely and therefore has not created any
allowance for it.

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

 SALES TAX RECOVERABLE

 As of November 30, 2023 and 2022, the Company had
sales tax recoverable in the amount of $ 14,771 and $ 10,978, respectively. The sales tax recoverable was related to sales tax paid by Photozou
Koukoku for inventories and expenses incurred during the period which was recoverable from the government.

 INVENTORY

 Inventories, consisting of used cameras, are primarily
accounted for using the specific identification method, and are valued at the lower of cost or net realizable value. This valuation requires
the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales
to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. The
Company routinely evaluates its inventories for their salability and for indications of obsolescence to determine if inventories should
be written down to market value. 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
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.

 SOFTWARE

 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.

 IMPAIRMENT OF LONG-LIVED ASSETS

 In accordance with ASC 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, 2023 and 2022, the
Company did not record any impairment charges on long-lived assets.

 FOREIGN CURRENCY TRANSLATION

 The Company maintains its books and record in its
local currency, Japanese YEN ("JPY"), which is a functional currency as being the primary currency of the economic environment
in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the
functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies
other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet
dates. The resulting exchange differences are recorded in the statements of operations.

 The reporting currency of the Company is the United
States Dollars ("US$") and the accompanying consolidated financial statements have been expressed in US$. In accordance with
ASC Topic 830-30, "Translation of Financial Statement", assets and liabilities of the Company whose functional currency is
not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates
prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component
of accumulated other comprehensive loss within the statements of shareholders' equity.

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

 Current JPY: US$1 exchange rate

 147.07

 138.87

 Average JPY: US$1 exchange rate

 139.88

 129.71

 - F8 -

 COMPREHENSIVE INCOME OR LOSS

 ASC Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income or loss, its
components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner
sources. Accumulated 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.

 REVENUE RECOGNITION AND
DEFERRED REVENUE

 The Company recognizes its revenue in accordance with
ASC 606 - Revenue from contracts with Customers. To determine revenue recognition for agreements within the scope of ASC 606, the Company
performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract;
(3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize
revenue when each performance obligation is satisfied.

 Revenue from 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.

 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.

 Disaggregated revenue by nature of the Company is
as follows:

 For the year

 Percentage of

 For the year

 Percentage of

 ended

 total revenues

 ended

 total revenues

 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%

 Disaggregated revenue by geographic of the Company
is as follows:

 For the year

 Percentage of

 For the year

 Percentage of

 ended

 total revenues

 ended

 total revenues

 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%

 NET LOSS
PER COMMON SHARE

 Net income per common share is computed pursuant to section 260-10-45 of 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, 2023 and 2022.

 INCOME TAX

 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 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 of the FASB Accounting
Standards Codification ("Section 740-10-25"). 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.

 CONCENTRATION OF CREDIT RISKS

 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.

 RECENT
ACCOUNTING PRONOUNCEMENTS

 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.

 The Company 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.

 NOTE 3
- GOING CONCERN

 The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern
that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early
stage of operations and has 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.

 NOTE 4
- RELATED-PARTY TRANSACTIONS

 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, 2023, the Company repaid $ 7,410
to Photozou Co., Ltd. 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, 2023 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, 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.

 For the year ended November 30, 2022, Photozou Co.,
Ltd., a company controlled by Koichi Ishizuka, our CEO, advanced to the Company $ 23,129
 and paid expenses on behalf of the Company in the amount of $ 138,465.
For the year ended November 30, 2022, the Company repaid $ 50,112
 to Photozou Co., 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
office space and storage space of the Company's sole officer, Koichi Ishizuka, free of charge.

 NOTE
5 - SHAREHOLDER EQUITY

 Preferred Stock

 The authorized preferred stock of the Company consists
of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares during November 30, 2023, and 2022.

 Common Stock

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

 Pertinent Rights and Privileges

 Holders of shares of common stock are entitled to
one vote for each share held to be used at all stockholders' meetings and for all purposes including the election of directors.
Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any
unissued shares of any class of stock.

 NOTE
6 - INCOME TAXES

 The Company conducts its 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.

 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.

 Photozou Koukoku's operation during the year
ended November 30, 2023 has resulted a net taxable loss, as such Photozou Koukoku was not subject to income tax for the year ended November
30, 2023. The effective income tax rate of Photozou Koukoku is 0%.

 Photozou Holdings, Inc., which acts as a holding company
on a non-consolidated 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.

 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 $ 948,748 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.

 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)

 $

 -

 $

 -

 The reconciliation of the effective income tax rate to the federal
statutory rate is as follows:

 Federal income tax rate

 21.0

 %

 Increase in valuation allowance

 (21.0

 %)

 Effective income tax rate

 0.0

 %

 NOTE
7 - CONCENTRATION

 Concentration of Purchases

 Net purchase from suppliers accounting for 10% or
more of total purchases are as follows:

 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.

 For the year ended November 30, 2022, 93.8% of the
inventories of cameras 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.

 Concentration of Revenues

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

 For the 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 year ended November 30, 2022, 100% of the
revenue from the sale of cameras was generated through Amazon USA. For the year ended November 30, 2022, 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 year ended November 30, 2023 and November
30, 2022, no customer accounted for 10% or more of service revenue.

 NOTE
8 - COMMITMENTS

 On May 1, 2017, the Company entered into an agreement
with Mr. Takahara Ogami, whereas he is to act as an independent contractor to Photozou Koukoku. The services he is to provide include,
but are not limited to, handling the operations of Photozou Koukoku's used camera retail business through purchasing, selling and delivery
of cameras by Mr. Ogami. He is compensated 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.

 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).

 NOTE
9 - LONG-TERM LOAN

 On July 2, 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.

 For the year ended November 30, 2023, the Company
repaid $9,628 to JFC. As of November 30, 2023, the Company had the current portion of $ 9,628 and non-current portion of $ 6,419.

 The future principal payments for the Company's
long-term loan as of November 30, 2023, are as follows:

 Year Ending November 30,

 2024

 9,628

 2025

 6,419

 2026

 -

 Thereafter

 -

 Total

 16,047

 NOTE
10 - SUBSEQUENT EVENTS

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

 - F9 -

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

 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.

 The
report 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.

 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 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).

 On
December 1, 2023, the Company engaged BF Borgers CPA PC ("BFB") as its new independent registered public accountant for the
fiscal year ending November 30, 2023. This decision was approved by the Company's Board of Directors, comprised solely of Koichi
Ishizuka.

 During
the fiscal years ended November 30, 2022 and 2021 and through November 30, 2023, neither the Company nor anyone on its behalf consulted
with BFB regarding (1) the application of accounting principles to a specified transaction, completed
or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor
oral advice was provided to the Company that BFB concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K)

 Item 9A. Controls and Procedures.

 Disclosure Controls and Procedures

 The Company has adopted and 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, such as this annual report, is collected, recorded, processed, summarized and reported within the time
periods specified in the rules of the SEC. The 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.

 Our sole officer
and director, Koichi Ishizuka, who serves as our Chief Executive Officer, and Chief Financial Officer, 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, 2023, the end of the period covered by this report and has concluded that (i) the Company's disclosure 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 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.

 Management's Report on Internal Control over Financial Reporting

 The Company's management, consisting
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 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,
2023, the Company's internal control over financial reporting is ineffective based on those criteria.

 The Company's management, consisting
solely of Koichi Ishizuka, our Chief Executive Officer, and Chief Financial Officer,
does not expect that the Company's disclosure controls and procedures and its internal control processes will prevent all
error and all fraud. A control system, no matter how well conceived and operated, 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 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 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 control. 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
that 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.

 The Company believes that the material weaknesses
are due to the Company's limited resources.

 Our Chief Executive Officer and Chief Financial
Officer, Koichi Ishizuka, believes that the material weaknesses did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our
financial statements in future periods.

 Our Chief Executive Officer recognizes 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.

 Management's Remediation Initiatives

 In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to
us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting
in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls
and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority
of outside directors on our Board.

 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.

 Changes in Internal Control

 There have been no changes in internal controls over the financial reporting
that occurred during the fiscal year ended November 30, 2023, that have materially affected, or are reasonably likely to materially affect
our internal controls over financial reporting.

 This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation
by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only
management's report in this annual report.

 Item 9B. Other Information.

 None.

 - 7 -

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Mr. Koichi Ishizuka, Age 53 - Chief
Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer

 Background of Mr. Koichi Ishizuka

 Mr.
Koichi Ishizuka's 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.

 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.

 Since
its inception on April 14, 2021, 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 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.).

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

 As
of the 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.

 Employees

 As of November 30, 2023, our company had no
employees beyond our sole officer and director, Koichi Ishizuka. Mr. Ishizuka currently provides his services without compensation,
and there are no plans for the company to provide compensation to him in the foreseeable future.

 Director's Term of Office

 Directors will hold office until the next annual
meeting of stockholders and the election 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.

 Corporate Governance

 The Company promotes accountability for adherence
to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
that the Company files with the Securities and Exchange Commission (the "SEC") and in other public communications made by
the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted
a written code of business conduct and ethics that governs the Company's employees, officers and directors as the Company is not
required to do so.

 In lieu of an Audit Committee, the
Company's Board of Directors, consisting solely of Koichi Ishizuka, is responsible for reviewing and making recommendations
concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's
financial statements and other services provided by the Company's independent public accountants. Our sole officer and
director reviews the Company's internal accounting controls, practices and policies.

 Committees of the Board

 Our Company currently does not have nominating,
compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating,
compensation or audit committee charter. Our sole officer and director, Koichi Ishizuka, is of the opinion that establishing committees is unnecessary at this time. He believes
he can effectively fulfill the functions typically assigned to such committees until our operational activity increases and funding becomes
available for hiring additional staff.

 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 Committee Financial Expert

 Our Board, consisting solely of Koichi Ishizuka,
has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in
Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in
Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the
FINRA Rules.

 We believe that our sole officer and director,
Koichi Ishizuka, is capable of analyzing and evaluating our financial statements, given our limited activity, and understanding
internal controls as well as procedures for financial reporting. Our sole officer and director, Koichi Ishizuka, does not believe
that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the
functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an
" audit committee financial expert " would be overly costly and burdensome and is not warranted in our circumstances
given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 Our Chief Executive Officer acknowledges the
potential for substantial improvement in our controls and procedures with the inclusion of an additional audit committee member,
preferably a financial expert, or other qualified staff member who could improve upon our controls and procedures. However, it's
important to note that the company currently lacks the necessary funding to hire additional staff.

 Involvement in Certain Legal Proceedings

 Our sole officer and director, Koichi Ishizuka,
has not been involved in any of the following events during the past ten years:

 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 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.

 Independence of Directors

 We are not required to have independent members of
our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

 Code of Ethics

 We have not adopted a formal Code of Ethics. 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 Proposals

 Our Company does not have any defined policy or
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.

 A shareholder who wishes to communicate with our
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.

 - 8 -

 Item 11. Executive Compensation.

 Summary Compensation Table

 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

 -

 -

 -

 -

 -

 -

 -

 -

 Summary of Compensation

 Stock Option Grants

 We have not granted any stock options to our
sole officer and director, Koichi Ishizuka, since our incorporation.

 Employment Agreements

 We do not have an employment or consulting agreements
with any officer or Director. At this time, we have only one officer and director, Koichi Ishizuka.

 Compensation Discussion and Analysis

 Director Compensation

 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. 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, which awards, if granted shall be in the sole determination of the Board of Directors.

 Executive Compensation Philosophy

 Our Board of Directors, consisting solely of
Koichi Ishizuka, 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 -

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

 As of November 30, 2023, the Company has 8,000,000
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

 66.68%

 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%

 (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, 2023, the Company
repaid $7,410 to Photozou Co., Ltd. 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,
2023 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, 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.

 For
the year ended November 30, 2022, Photozou Co., Ltd., a company controlled by Koichi Ishizuka, our CEO, advanced to the Company $23,129 and
paid expenses on behalf of the Company in the amount of $138,465. For the year ended November 30, 2022, the Company repaid $50,112 to
Photozou Co., 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 office
space and storage space of the Company's sole officer and director, 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.

 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

 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.

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 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)

 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)

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ____________________

 (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, Chief Financial
Officer, Director

 Dated: March 8, 2024

 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, Chief Financial
Officer, Director

 Dated: March 8, 2024

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