Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Photozou Holdings, INC.
| (Name of Issuer) |
|
Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
|
71944J108 |
| (CUSIP Number) |
|
Koichi Ishizuka 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan
+81-3-6369-1589 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
September 21, 2020 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 71944J108 | SCHEDULE 13D |
| 1 |
NAME OF REPORTING PERSON Koichi Ishizuka | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) PF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Japan | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power – 5,334,200 | |
| 8 | Shared Voting Power – 0 | ||
| 9 | Sole Dispositive Power – 0 | ||
| 10 | Shared Dispositive Power – 0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,334,200 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 |
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.67%1 | ||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||
| CUSIP No. 71944J108 | SCHEDULE 13D |
SCHEDULE 13D
This Schedule 13D (the “Schedule 13D”) is being filed on behalf of Koichi Ishizuka, (the “Reporting Person”). This 13D relates to shares of common stock, par value $0.0001 per share (the “Common Stock”), of Photozou Holdings, Inc., a Delaware corporation (the “Company”).
Item 1. Security and Issuer.
The security upon which this report is based is the common stock, par value $0.0001 per share, of Photozou Holdings, Inc., a Delaware corporation, with its principal place of business located at 4-30-4F, Yotsuya Shinjuku-ku, Tokyo, 160-0004, Japan.
Item 2. Identity and Background.
The name of the person filing this statement is Koichi Ishizuka, hereinafter sometimes referred to as the “Reporting Person.”
Koichi Ishizuka has an address of 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan.
During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which would make it subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
This Schedule 13D is being filed to disclose ownership gained by Koichi Ishizuka pursuant to the attached “Stock Purchase Agreement”, which is also summarized below in Item 4.
Item 4. Purpose of Transaction.
References to “the Company” refer to Photozou Holdings, Inc., a Delaware Company.
On September 21, 2020, Photozou Co., Ltd., Photozou Holdings’ principal controlling shareholder, entered into a Stock Purchase Agreement (the “Agreement”) with Koichi Ishizuka, the Sole Officer and Director of Photozou Holdings, Inc. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of common stock of the Company, which represents approximately 56.9% of the issued and outstanding common stock of the Company, in consideration of JPY6,657,917 (approximately $60,500).
Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, and as result is deemed to be a related party. Given Koichi Ishizuka’s prior control of the Company through Photozou Co., Ltd., the Reporting Person, and Photozou Holdings, Inc., do not believe that this transaction is deemed to be a change in control of the Company.
Item 5. Interest in Securities of the Issuer.
Previous to the Stock Purchase Agreement summarized above in Item 4, Koichi Ishizuka beneficially owned 781,000 shares of the Company’s common stock. Following the Stock Purchase Agreement, Koichi Ishizuka became the beneficial owner of a total of 5,334,200 shares of common stock of the Company, constituting voting control of approximately 66.67% of the Company’s common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
| Exhibit Number | Description of Exhibit |
| 10.1 | Stock Purchase Agreement (by and between Photozou Co., Ltd. and Koichi Ishizuka dated September 21, 2020) |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
| Dated: September 24, 2020 |
By: /s/ Koichi Ishizuka Name: Koichi Ishizuka Title: Chief Executive Officer |