SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
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Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 2014 (October 21, 2014)
PAZOO, Inc.
(Exact name of Registrant as specified in charter)
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Nevada
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333-178037
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27-3984713
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(State or other jurisdiction
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(Commission file
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(I.R.S. Employer
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of incorporation)
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number)
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Identification Number) |
760 State Route 10
Whippany, NJ 07981
(Address of Principal Executive Offices)
_________________________________
(Prior Address if Changed From Last Report)
(973) 884-0136
(Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sale of Equity Securities.
Common Stock:
As previously reported on Form 8-K, the Company entered into a 12% Convertible Promissory Note, in the amount of $100,000, with JSJ Investments, Inc. on April 28, 2014. On October 21, 2014 the parties entered into Amendment #1 to the Note whereby the Maturity Date was extended to April 28, 2015 and JSJ Investments, Inc. agreed to a standstill on conversion into common stock until February 1, 2015.
On or about October 22, 2014, the Company issued a 8% Convertible Redeemable Note to LG Capital Funding, LLC in the amount of $47,250. The maturity date of the Note is October 22, 2015. The Note permits LG Capital Funding, LLC to convert, following 180 days of execution of the Note, the principal under the Note at a 50% discount to the lowest intra-day trading price in the 15 day period prior to any Notice of Conversion. The Company may prepay, with a 50% premium, any outstanding balance during the first 180 days of the Note. The transactional documents are available upon request to the Company.
On or about October 23, 2014 the Company issued a Convertible Note to Vista Capital Investments, LLC in the amount of $250,000. The first closing under the Note in the amount of $50,000 occurred that day. The maturity date of the Note is July 23, 2015. The Note permits the Vista Capital Investments, LLC to convert the principal and interest under the Note at the lesser of $0.05 or 60% of the lowest trading price in the 25 day period prior to the presentment of any conversion notice. As of the date hereof Vista Capital Investments, LLC has not elected to convert any potion of the Note. The Company may prepay, with a 45% premium, any outstanding balance during the first 90 days of the Note. The transactional documents are available upon request to the Company.
On or about October 24, 2014, the Company issued a 8% Convertible Redeemable Note to Union Capital, LLC in the amount of $50,000. The maturity date of the Note is October 24, 2015. The Note permits Union Capital, LLC to convert, following 180 days of execution of the Note, the principal under the Note at a 50% discount to the lowest intra-day trading price in the 20 day period prior to any Notice of Conversion. The Company may prepay, with a 50% premium, any outstanding balance during the first 180 days of the Note. The transactional documents are available upon request to the Company.
On or about October 24, 2014, the Company issued a 12% Convertible Note to Eastmore Capital, LLC in the amount of $55,000. The maturity date of the Note is October 24, 2015. The Note permits Eastmore Capital, LLC to convert the principal under the Note at a 50% discount to the lowest intra-day trading price in the 15 day period prior to any Notice of Conversion. The Company may prepay, with a 50% premium, any outstanding balance during the first 6 months of the Note. The transactional documents are available upon request to the Company.
On or about October 30, 2014, the Company issued a Convertible Debenture to Macallan Partners, LLC in the amount of $110,000. The maturity date of the Note is November 5, 2015. The Debenture permits Macallan Partners, LLC to convert the principal under the Note at a 50% discount to the lowest intra-day trading price in the 20 day period prior to any Notice of Conversion. The Company may prepay, with a sliding scale premium up to 45%, any outstanding balance during the term of the Note. The transactional documents are available upon request to the Company.
On or about November 10, 2014, Mark Sarna and the Sarna Family Limited Partnership each elected to convert $25,000 of principal under their convertible notes (See, Form 8-K field November 3, 2014) into 2,500,000 shares of the Company’s restricted common stock. Each surrendered its $100,000 Convertible Note and were re-issued new $75,000 Convertible Note with the identical terms.
Item 7.01 Regulation FD Disclosure.
On October 29, 2014, the Company announced in a press release (Pazoo Increases Its Stake in Harris Lee, LLC, a Company Formed To Set Up Medical Marijuana Testing Laboratories in the United States and Canada, To A 55% Controlling Interest) that the Company increased by 10% its stake in Harris Lee, LLC in exchange for an equivalent of 15 Million shares of the company’s restricted common stock. A copy of the press release is attached hereto as Exhibit 99.01. On October 30, 2014 the Company announced in a press release (Traffic Surges To All Time Record or 240,000 Visitors in One Day on Pazoo.com) that the traffic to the Company’s website (www.pazoo.com) continues to increase to its highest records to date. A copy of the press release is attached hereto as Exhibit 99.02. On November 5, 2014, the Company announced in a press release (State of Nevada Approves and Awards Highest Rating to Pazoo's Medical Marijuana Testing Lab Partner MA & Associates, LLC) that MA & Associates, LLC was granted a marijuana testing laboratory License from the State of Nevada. This was a milestone event for MA & Associates, LLC and it may now move closer to securing revenue from its testing operations. A copy of the press release is attached hereto as Exhibit 99.03. Also on November 5, 2014, the Company announced in a press release (Pazoo Radio Episode 4 Featuring MA and Associates CEO Antonio Del Hierro, Pazoo's Medical Marijuana Testing Laboratory Partner in Nevada, Now Available at Pazoo.com) that MA & Associates, LLC’s CEO Antonio Del Hierro appeared on Pazoo Radio to discuss the future of MA & Associates now that the State of Nevada issued it a testing laboratory License. A copy of the press release is attached hereto as Exhibit 99.04. On November 7, 2014,
the Company announced in a press release (Pazoo Medical Marijuana Partner MA and Associates, LLC Secures First Client Signing Exclusive Master Testing Services Agreement) that MA & Associates, LLC signed its first of what is hoped to be many testing services agreements and that it is expected that MA & Associates will be ready to start accepting samples for testing early in 2015. A copy of the press release is attached hereto as Exhibit 99.05. On November 19, 2014, the Company announced in a press release (Pazoo Radio Episode 5 Healthy Investing: Healthy Ways To Cope With Scary News -- From Terrorism to Ebola -- With Diane Lang) that now available on Pazoo radio is episode 5 featuring Pazoo expert Diane Lang. A copy of the press release is attached hereto as Exhibit 99.06.
The information in this Form 8-K being furnished under this Item 7.01 and Exhibit 99.01 through 99.06 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Signatures
Pursuant to 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.
| Dated: November 24, 2014 |
PAZOO, INC.
(Registrant)
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/s/ David M. Cunic |
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David M. Cunic/ CEO
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4
Exhibit 99.01
Pazoo Increases Its Stake In Harris Lee, LLC, A Company Formed To Set Up Medical Marijuana Testing Laboratories In The United States And Canada, To A 55% Controlling Interest
Whippany, N.J., October 29, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce it has acquired an additional 10% interest in Harris Lee LLC, for a total controlling interest of 55% in exchange for 150,000 preferred C shares, the equivalent of 15 million restricted common shares, of Pazoo Inc. Harris Lee, LLC was formed to potentially expand marijuana testing lab operations in other states outside of Nevada. The selling owners of Harris Lee, LLC could earn an additional 75,000 preferred C shares upon the opening of testing facilities in any state other than Nevada and a further 75,000 preferred C shares upon the opening of a second testing facility outside of Nevada.
Pazoo has increased its stake in Harris Lee, LLC because over the past two months we have received numerous inquiries to expand testing into other states which have legalized medical marijuana, and possibly expand into Canada. Harris Lee, LLC currently has no operations. Several of the states that have already legalized medical marijuana are now considering making testing for impurities and compounds mandatory. Considering that marijuana is used for medicinal purposes, it is expected that testing will become mandatory as is the case for over the counter and prescription medicines.
Pazoo, Inc. CEO David Cunic said, “We are extremely happy to announce this news and to have this partnership. Our goal from the beginning was to expand our operations into states other than Nevada. This partnership gives us the ability to do that. We are very excited about these potential opportunities moving forward.”
About Pazoo, Inc.:
Pazoo, Inc. is a company focused on empowering individuals with the tools to enrich their lives. Pazoo delivers information, services and products through direct response digital and TV, retail stores and its website.www.pazoo.com is a health and wellness online portal with an array of experts delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature industry experts from the health and wellness industry as well as the pet industry. On the website an individual can find a limited, and high quality, selection of merchandise, including fitness consumables, nutritional supplements, apparel, and wellness/safety products.
Safe Harbor Statement:
This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as Pazoo, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
For Investor Relations:
Taylor Capitol, LLC
Phone: 973-351-3868
Email: INVESTOR@PAZOO.COM
SOURCE Pazoo, Inc.
Release Date: October 29, 2014
Exhibit 99.02
Traffic Surges To All Time Record Of 240,000 Visitors In One Day On Pazoo.com
Whippany, N.J., October 30, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to report that traffic surged passed the previous high of 203,000 visitors in one day (previously recorded May of 2014) to 239,786 on October 27, 2014, as reported by Google Analytics.
This represents approximately a 20% increase over the previous highest visitor day. Of major significance is the traffic has remained at relatively high levels over the past few weeks. Over the past month our traffic has showed consistent increases. During the past two months our visitor traffic is not only trending higher but has been accelerating week by week showing that these high traffic numbers should be maintained and even possibly surpassed during this holiday season. Obviously this is having a profound effect on daily ad revenue and should lead to the 4th quarter surpassing revenue for the first three quarters of this year combined.
Over the summer Pazoo made wide ranging changes to the website platforms and technologies. While these improvements were being made, overall traffic dropped to 20,000 visitors or less over the summer months. Furthermore, Pazoo partnered with new search engine optimization and social media firms to further enhance its outreach. This has allowed Pazoo to better deliver the health and wellness content that pazoo.com provides to more and more individuals throughout the world. These collective improvements obviously are contributing factors for the dramatic jump in traffic to the website, coupled with the oncoming holiday season.
Pazoo CEO David Cunic stated, “We are extremely excited that all the actions we took as a team over the past four months or so to improve the technology, platform and social media teams is having such a profound effect on visitor traffic and experience on www.pazoo.com. We knew that this was going to be a very strong holiday season and we made sure we were ready for it.”
About Pazoo, Inc.:
Pazoo, Inc. is a company focused on empowering individuals with the tools to enrich their lives. Pazoo delivers information, services and products through direct response digital and TV, retail stores and its website.www.pazoo.com is a health and wellness online portal with an array of experts delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature industry experts from the health and wellness industry as well as the pet industry. On the website an individual can find a limited, and high quality, selection of merchandise, including fitness consumables, nutritional supplements, apparel, and wellness/safety products.
Safe Harbor Statement:
This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as Pazoo, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
For Investor Relations:
Taylor Capitol, LLC
Phone: 973-351-3868
Email: INVESTOR@PAZOO.COM
SOURCE Pazoo, Inc.
Release Date: October 30, 2014
Exhibit 99.03
State Of Nevada Approves And Awards Highest Rating To Pazoo’s Medical Marijuana Testing Lab Partner MA & Associates, LLC
Whippany, N.J., November 5, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to report the State of Nevada, on Monday November 3, 2014, approved Pazoo, Inc.’s partner MA & Associates, LLC medical marijuana testing lab application. Of significant note is MA & Associates Inc. was the highest rated testing lab applicant.
Pazoo is the largest equity holder of MA & Associates, LLC, owning a 40% stake of the company. MA & Associates, LLC has a 20-year exclusive license from Steep Hill Labs, Inc. for use of their technology and testing procedures in the State of Nevada. Steep Hill is recognized as the Global leader in cannabis testing and analytics.
MA & Associates, LLC CEO Antonio Del Hierro stated, “From the outset we have always maintained that by far we had the best testing technology and this would give us a clear advantage in not only obtaining the license, but also in capturing a large share of the market. MA & Associates, LLC will be doing business as (d/b/a) Steep Hill Nevada. Being rated as the top applicant for testing labs only confirms our beliefs and positioning in the Nevada market.”
Pazoo CEO David Cunic stated, “We are extremely excited and proud to have MA & Associates, LLC be awarded the license. We have been so confident in its submission of the application, and now the approval, that we consented to have our investment funds used in October for the build out and retrofit of the testing lab. It was our clear objective to have MA & Associates, LLC be the first operational testing facility in the state. Utilizing Steep Hill’s world leading technology and being operational well in advance of the first product being tested, we felt will give MA & Associates, LLC a clear competitive advantage. We are thrilled that we will be working hand in hand with MA & Associates, LLC and expect to reap the benefits of everyone’s hard work.”
About Pazoo, Inc.:
Pazoo, Inc. is a company focused on empowering individuals with the tools to enrich their lives. Pazoo delivers information, services and products through direct response digital and TV, retail stores and its website.www.pazoo.com is a health and wellness online portal with an array of experts delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature industry experts from the health and wellness industry as well as the pet industry. On the website an individual can find a limited, and high quality, selection of merchandise, including fitness consumables, nutritional supplements, apparel, and wellness/safety products.
Safe Harbor Statement:
This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as Pazoo, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
For Investor Relations:
Taylor Capitol, LLC
Phone: 973-351-3868
Email: INVESTOR@PAZOO.COM
SOURCE Pazoo, Inc.
Release Date: November 5, 2014
Exhibit 99.04
Pazoo Radio Episode 4 Featuring MA & Associates CEO Antonio Del Hierro, Pazoo’s Medical Marijuana Testing Laboratory Partner In Nevada, Now Available At Pazoo.com
Whippany, N.J., November 5, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce its fourth Pazoo Radio episode is now available for download at www.pazoo.com by clicking on the Pazoo Radio tab on the upper right hand side of the home page. On this episode, Pazoo CEO David Cunic and co-host Chris Curran of Fractal Recording welcome Antonio Del Hierro – CEO and President of MA & Associates – who discusses his firm’s recent licensing as an official medical marijuana testing lab in the State of Nevada.
As the major shareholder in MA & Associates (40%), Pazoo is excited about being in on the ground floor of this burgeoning industry. Mr. Del Hierro made it clear that MA & Associates doesn’t grow marijuana or sell marijuana; that the lab’s mission is to ensure that all marijuana products meet high standards for safety and potency, similar to prescription and OTC drugs.
MA & Associates is Pazoo’s first foray into medical marijuana testing. The health and wellness company announced this week that it has increased its stake to 55 percent in Harris Lee, LLC, a firm created to set up medical marijuana testing laboratories across the U.S. and Canada. Now legal in 23 states, including Washington, DC, universal testing of marijuana products has a bright future.
As a reminder, at the upcoming 3rd Annual Marijuana Business Conference & Expo in Las Vegas, Pazoo and MA & Associates will be hosting Pazoo Fest, a party at the New York-New York Hotel and Casino on Nov 13th. If you would like to join us at Pazoo Fest please send your name and email to investor@pazoo.com for details.
About Pazoo, Inc.:
Pazoo, Inc. is a company focused on empowering individuals with the tools to enrich their lives. Pazoo delivers information, services and products through direct response digital and TV, retail stores and its website.www.pazoo.com is a health and wellness online portal with an array of experts delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature industry experts from the health and wellness industry as well as the pet industry. On the website an individual can find a limited, and high quality, selection of merchandise, including fitness consumables, nutritional supplements, apparel, and wellness/safety products.
Safe Harbor Statement:
This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as Pazoo, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
For Investor Relations:
Taylor Capitol, LLC
Phone: 973-351-3868
Email: INVESTOR@PAZOO.COM
SOURCE Pazoo, Inc.
Release Date: November 5, 2014
Pazoo Medical Marijuana Partner MA & Associates, LLC
Secures First Client Signing Exclusive
Master Testing Services Agreement
Whippany, N.J., November 7, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to report that MA & Associates, LLC has signed its first agreement with a customer for the testing of their product. Product is expected to be available for testing in February 2015. MA & Associates LLC’s clients will be cultivation facilities. These cultivation facilities need to have product tested and labeled prior to delivery to dispensaries.
Pazoo’s and MA & Associates, LLC’s management teams have both maintained that utilizing Steep Hill Labs technology, coupled with the strong management team in place gives MA & Associates, LLC a clear cut competitive advantage in the marijuana testing market. To take this competitive advantage a step further, MA & Associates, LLC will seek to capture market share by being first to market. The build out of its testing laboratory began in October, ensuring that MA & Associates will be operationally ready well in advance of first product being ready for testing. Architectural drawings and renderings of the facility were completed several weeks ago. The testing lab will be located on Western Avenue. A rendering of the facility can be seen below this release.
MA & Associates, LLC’s CEO Antonio Del Hierro stated, “We are moving very quickly to secure clients for next year and beyond. I have to believe that growers will want their product to be tested by us over any of our competitors as we were graded as the strongest applicant by the state of Nevada.”
About Pazoo, Inc.:
Pazoo, Inc. is a company focused on empowering individuals with the tools to enrich their lives. Pazoo delivers information, services and products through direct response digital and TV, retail stores and its website.www.pazoo.com is a health and wellness online portal with an array of experts delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature industry experts from the health and wellness industry as well as the pet industry. On the website an individual can find a limited, and high quality, selection of merchandise, including fitness consumables, nutritional supplements, apparel, and wellness/safety products.
Safe Harbor Statement:
This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as Pazoo, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
For Investor Relations:
Taylor Capitol, LLC
Phone: 973-351-3868
Email: INVESTOR@PAZOO.COM
SOURCE Pazoo, Inc.
Release Date: November 7, 2014
Pazoo Radio Episode 5 Healthy Investing: Healthy Ways To Cope With Scary News – From Terrorism to Ebola – With Diane Lang
Whippany, N.J., November 19, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce Pazoo Radio Episode 5 is now available for download at www.pazoo.com by clicking on the Pazoo Radio tab on the upper right hand side of the home page. On this episode, Pazoo CEO David Cunic teams up with co-host Chris Curran of Fractal Recording for a timely and important discussion with Positive Living Expert, Life Coach & Professional Speaker Diane Lang. Diane is President of DL Counseling and is Pazoo.com’s Psychology/Happiness Expert.
Pazoo Radio Epsidoe 5 focuses on something that impacts all of us – some much harder than others – and especially young children: the constant exposure to frightening news about terrorism, war, school shootings, money-issues, and now Ebola. All this compounded with the short days and long cold nights can truly bring on those cold winter blues.
Specifically, Diane talks about the anxiety that terrifying news causes, and about when it’s the appropriate time to talk to your kids as well as whether you personally need to seek support for yourself and in turn, which professionals to turn to. She offers suggestions and tools for listeners to help cope with troubling times as well as “happiness habits” to brighten our lives every day.
Find out more about Diane Lang and her work at dlcounseling.com and www.pazoo.com.
About Pazoo, Inc.:
Pazoo, Inc. is a company focused on empowering individuals with the tools to enrich their lives. Pazoo delivers information, services and products through direct response digital and TV, retail stores and its website.www.pazoo.com is a health and wellness online portal with an array of experts delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature industry experts from the health and wellness industry as well as the pet industry. On the website an individual can find a limited, and high quality, selection of merchandise, including fitness consumables, nutritional supplements, apparel, and wellness/safety products.
Safe Harbor Statement:
This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as Pazoo, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
For Investor Relations:
Taylor Capitol, LLC
Phone: 973-351-3868
Email: INVESTOR@PAZOO.COM
SOURCE Pazoo, Inc.
Release Date: November 19, 2014
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