Annual Report for Fiscal Year Ending 11-30, 2024 (Form 10-K)

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.

Liquidity and Capital Resources

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

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.

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

For the year ended November 30, 2024, the Company borrowed $307,483 from White Knight Co., Ltd. a company controlled by Koichi Ishizuka, CEO, all of which was comprised of cash borrowing received by the Company directly through its bank account from 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.

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

Revenues

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

Net Loss

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

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

Cash flow

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

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

Working capital

As of November 30, 2024, and 2023, we had a working deficit of $586,045 and $723,121, 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 recurring 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.