Item 8.01 Other Events.

References to "We," "Our," and "the Company," refer to Photozou Holdings, Inc., a Delaware Company.

On September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a Stock Purchase Agreement (the "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 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., we do not believe that this transaction is deemed to be a change in control of the Company.

The foregoing description of the Stock Purchase does not purport to be a complete description of the terms of the Agreement and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.





Item 9.01 Exhibits.

Exhibit Number Description of Exhibit



10.1           Stock Purchase Agreement (by and between Photozou Co., Ltd. and
               Koichi Ishizuka dated September 21, 2020)

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