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): ~~November~~January 2213, ~~2024~~2025

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))

~~“We”, “Us”,~~Item ~~“Our”,~~4.01 ~~“PTZH”~~Changes ~~and~~in orRegistrant’s ~~“The~~Certifying ~~Company” refer to Photozou Holdings, Inc.~~Accountant

~~Item~~(a) ~~3.02~~Dismissal ~~Unregistered~~of ~~Sales~~Independent ofRegistered ~~Equity~~Public ~~Securities~~Accounting Firm

On or ~~about~~January ~~November 22~~13, ~~2024~~2025, the ~~Company~~Board ~~consummated an agreement for the sale~~ of ~~40,000~~Directors ~~shares~~ of ~~restricted~~Photozou ~~Common Stock to Kubota Corporation~~Holdings, aInc. ~~Japanese~~(or the “Company,”) atapproved athe ~~price~~dismissal of ~~$5.00 per share of Common Stock. The total subscription amount paid by Kubota~~Michael ~~Corporation~~Gillespie ~~was~~& ~~approximately $200~~Associates,~~000.~~ ~~Kubota~~PLLC ~~Corporation~~(“Gillespie”) isas ~~not a related party to~~ the Company~~. The aforementioned transaction was recorded by the Company~~’s ~~transfer~~independent ~~agent,~~registered onpublic oraccounting ~~about December 11, 2024~~firm.

~~The~~There were no (1) disagreements between the Company and Gillespie regarding ~~proceeds~~accounting ~~from~~principles, ~~this~~financial ~~sale~~statement ~~are~~disclosures, toor beauditing ~~used~~scope byor ~~the~~procedures, ~~Company~~as ~~for~~defined ~~working~~in ~~capital~~Item 304(a)(1)(iv) of Regulation S-K, nor (2) reportable events as outlined in Item 304(a)(1)(v) of Regulation S-K.

The ~~aforementioned~~Company ~~sale~~has ofprovided ~~shares~~Gillespie ~~was~~with ~~conducted~~a ~~pursuant~~copy ~~to Regulation S~~ of the ~~Securities~~foregoing ~~Act~~disclosures ofit ~~1933,~~is asmaking ~~amended~~in ~~("Regulation~~this ~~S").~~Current ~~The sale~~Report ofon ~~shares~~Form ~~was~~8-K ~~made~~prior ~~only~~ to ~~non-U.S.~~its ~~persons/entities~~filing and ~~(as~~requested, ~~defined~~in ~~under~~accordance ~~Rule~~with ~~902~~applicable ~~section~~practices, ~~(k)(2)(i)~~that ofGillespie ~~Regulation~~furnish ~~S),~~a ~~pursuant~~letter addressed to ~~offshore~~ ~~transactions,~~the Securities and noExchange ~~directed~~Commission (“SEC”) ~~selling~~stating ~~efforts~~whether ~~were~~or ~~made~~not init ~~the~~agrees ~~United~~with ~~States by~~ the ~~issuer,~~statements amade ~~distributor,~~herein. ~~any~~Attached ofas ~~their~~Exhibit ~~respective affiliates,~~16.1 oris ~~any~~a ~~person~~copy ~~acting~~of onthe ~~behalf~~Gillespie letter, ofdated ~~any~~February of27, ~~the foregoing~~2025.

(b) Engagement of New Independent Registered Public Accountant

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

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

Item 9.01 Financial Statements and Exhibits.

~~None~~(d) Exhibits.

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

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

-2-

SIGNATURES

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

	Photozou Holdings, Inc.
Date: December 16, 2024	By	/s/ Koichi Ishizuka
Date: March 3, 2025	By	/s/ Koichi Ishizuka
		Koichi Ishizuka
		Chief Executive Officer

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