UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): May 28, 2024

Photozou Holdings, Inc.

(Exact name of registrant as specified in its charter)


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

4-30-4F, Yotsuya Shinjuku-ku

Toyko, Japan

(Address of principal executive offices)

81-3-6369-1589

(Registrant’s telephone number, including area code)

________________________________________________

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

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

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

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

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

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

Item 4.01 Changes in Registrant’s Certifying Accountant

Engagement of New Independent Registered Public Accountant

On May 28, 2024, the Board of Directors approved the engagement of Michael Gillespie & Associates, PLLC (PCAOB ID: 6108) as the Company’s independent registered public accounting firm. Michael Gillespie & Associates, PLLC will audit the Company’s financial information for the fiscal year ended November 30, 2023, will review all applicable interim periods, and will continue to serve as the Company’s PCAOB auditor on an ongoing basis.

During the fiscal years ended November 30, 2023, November 30, 2022, and November 30, 2021, neither the Company nor anyone on its behalf consulted with Michael Gillespie & Associates 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 Michael Gillespie & Associates concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)

Item 9.01 Financial Statements and Exhibits.

None.

-2-

SIGNATURES

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

	Photozou Holdings, Inc.

Date: May 31, 2024	By	/s/ Koichi Ishizuka
		Koichi Ishizuka
		Chief Executive Officer

Photozou Holdings, Inc. 8-K