Current Report Filing (8-k)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

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): January 14, 2015 (December 4, 2014)

PAZOO, Inc.

(Exact name of Registrant as specified in charter)

Nevada	333-178037	27-3984713
(State or other	(Commission file	(I.R.S. Employer
jurisdiction of	number)	Identification Number)
incorporation)

760 Route 10, Suite 203

Whippany, New Jersey 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 1.01 Entry into a Material Definitive Agreement.

On or about January 8, 2015 the Company entered into a LLC Membership Purchase Agreement (the “Purchase Agreement”) with all of the Members of Harris Lee, LLC (“Harris Lee”) whereby the Company acquired all remaining equity interest in Harris Lee in exchange for 450,000 shares of the Company’s Series B Preferred Stock. Harris Lee is in the process of becoming a licensed medical marijuana testing laboratory in the States of Colorado and Oregon, with intentions of expanding to other states in the future. Harris Lee in a wholly owned subsidiary of the Company and is a complementary business to that of MA and Associates, LLC which received a license form the State of Nevada in November 2014 to become a licensed marijuana testing laboratory in the State of Nevada. A copy of the Purchase Agreement is attached as Exhibit 99.01.

On or about January 8, 2015 the Company and Premier Venture Partners, LLC entered into an Amendment to April 4, 2014 Equity Purchase Agreement which changes the Pricing Period for any Put Notice to nine (9) days and allows the Company to put more shares than previously permitted. The Company expects to take advantage of these new terms following to effectiveness of a soon to be filed Registration Statement on Form S-1 for additional shares to be registered for Premier. A copy of the Third Amendment to Equity Purchase Agreement is attached as Exhibit 99.02.

Item 7.01 Regulation FD Disclosure.

On December 4, 2014, the Company announced in a press release (Photo Release -- Pazoo Radio Episode 6 Featuring Big Brother 14 Contestant JoJo Spatafora) that Pazoo Radio had an opportunity to speak with reality TV contestant JoJo Spatafora about some of the behind the scenes goings on at Big Brother 14. A copy of the press release is attached hereto as Exhibit 99.03. On December 9, 2014, the Company announced in a press release (Pazoo.com Experiences Dramatic Increases to Several Internal Categories Since MobileSeed LLC Was Engaged Approximately 6 Weeks Ago) that Pazoo has experienced dramatic increases in traffic to Pazoo.com since engaging MobileSeed LLC. Particularly the Facebook referral traffic increased by more than 26% and there was a 125% increase in organic traffic. A copy of the press release is attached hereto as Exhibit 99.04. On December 11, 2014, the Company announced in a press release (MA & Associates, LLC, Pazoo's Nevada Medical Marijuana Laboratory Testing Partner, Receives Purchase Order From One of the Largest Growers in Nevada) that MA & Associates, LLC received its first purchase order for a grower of 200,000 sq. ft. and expected to get commitments from growers representing 500,000 sq. ft. of growth. The annual revenue for each 100,000 sq. ft. of growth is expected to be approximately $1,000,000. MA & Associates hopes to take delivery of product under this first purchase order in late February 2015. A copy of the press release is attached hereto as Exhibit 99.05. On December 17, 2014, the Company announced in a press release (Pazoo, Inc. Commissions Cohen Grassroots Research, Inc. to Issue Research Report on Company) that the Company commissioned Cohen Grassroots Research, Inc. to review the business

operations of Pazoo and issue a research report after analyzing the various business ventures of Pazoo and look into the future of what Pazoo has to offer. A copy of the press release is attached hereto as Exhibit 99.06. On December 18, 2014, the Company announced in a press release (Pazoo Medical Marijuana Partner, MA & Associates, LLC, Receives a Two Year Exclusive Contract From One Grower for Up to 875,000 Square Feet of Grow) that MA & Associates, LLC received an exclusive testing agreement with a grower of 100,000 sq. ft. with the intention that the grower will expand to nearly 900,000 sq. ft. of growth. Product testing is expected to begin in March 2015. A copy of the press release is attached hereto as Exhibit 99.07. On January 7, 2015, the Company announced in a press release (Pazoo.com Inspiration Expert Jenna Lowthert Launches New Blog, Book, and Radio Interview) that Jenna Lowthert, a Pazoo inspirational expert, has been making the publicity circuit in promotion of her new book entitled: "Life Goes On..?" following the loss of her mother to lung cancer. Her journey is truly inspirational. A copy of the press release is attached hereto as Exhibit 99.08. On January 12, 2015, the Company announced in a press release (Pazoo.com Inspiration Expert Jenna Lowthert to be Interviewed on Newsmax TV, Former NFL Player Rod Trafford and Four More Experts Join Pazoo) that Jenna Lowthert, a Pazoo inspirational expert, scheduled to be interviewed by Newsmax TV and that 5 more experts have joint the ranks of Pazoo, including former NFL player Rod Trafford. A copy of the press release is attached hereto as Exhibit 99.09

The information in this Form 8-K being furnished under this Item 7.01 and Exhibit 99.03 through 99.09 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.

a.	Exhibits.
	99.01	LLC Membership Purchase Agreement.
	99.02	Third Amendment to Equity Purchase Agreement.
	99.03	Press Release dated December 4, 2014.
	99.04	Press Release dated December 9, 2014.
	99.05	Press Release dated December 11, 2014.
	99.06	Press Release dated December 17, 2014.
	99.07	Press Release dated December 18, 2014.
	99.08	Press Release dated January 7, 2015.
	99.09	Press Release dated January 12, 2015.

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: January 14, 2015	PAZOO, INC. (Registrant)


	By:	/s/ David M. Cunic
		David M. Cunic/ CEO

Exhibit 99.01

Exhibit 99.02

Exhibit 99.03

Pazoo Radio Episode 6 Featuring Big Brother 14 Contestant Jo Jo Spatafora

Whippany, N.J., December 4, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce its sixth 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. It is entitled Pazoo Radio Episode 6: Healthy Investing; A Healthy Dose Of Truth With Reality Star JoJo Spatafora.

On this Episode, Pazoo CEO David Cunic and co-host Chris Curran of Fractal Recording welcome reality TV personality, JoJo Spatafora, who lives up to her motto: “My truth and nothing but the truth!” JoJo, who was a HouseGuest on CBS’s Big Brother 14, reveals some behind-the-scenes truths about her experiences on the hit show as they relate to health, wellness, fitness and her current life.

JoJo’s bubbly personality is a great fit for the upbeat atmosphere at Pazoo Inc, following the recent licensing of its medical marijuana testing lab partner, MA & Associates, in the state of Nevada. Find out more about David’s trip to Las Vegas with the Pazoo Team for the 3rd Annual Marijuana Business Conference & Expo and for Pazoo’s first ever Pazoo Fest which was wildly successful. Enjoy the podcast and get in the action at www.pazoo.com and through investor@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: December 4, 2014

Exhibit 99.04

Pazoo.com Experiences Dramatic Increases To Several Internal Categories Since MobileSeed LLC Was Engaged Approximately 6 Weeks Ago

Whippany, N.J., December 9, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to report that MobileSeed LLC was absolutely the right SEO/social media team for Pazoo to engage. While Mobile Seed was only engaged 6 weeks ago and has only scratched the surface on the number of tools and programs implemented to date, several internal numbers on www.pazoo.com have already experienced dramatic increases.

Pazoo.com has seen a 26.68% increase in Facebook referral traffic and a 125% increase in organic traffic growth. These are just two of the metrics where we have seen large increases. Pazoo.com has also experienced a major improvement on overall site performance with pages and content loading much quicker. A site performance evaluation is currently ongoing and additional improvements to site performance are expected in the near future. This will only lead to a more user friendly experience resulting in more repeat visitors.

Joe Giovannoli, Head of Business Development at MobileSeed LLC stated, “The MobileSeed team is ecstatic about the results and we are eager to continue this substantial climb in site traffic while maintaining the significant amount of time spent on pazoo.com”.

Christopher Kerney, Social Media/Public Relations Manager at MobileSeed LLC said, “We are thrilled to be working with such an amazing company such as Pazoo. The synergy between the two companies will allow us to take 2015 and knock it out of the park. Remember to keep checking back and see the new updates and initiatives we have going on. Pazoo: Be Inspired. Live Powerful.”

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:

For Investor Relations:

Taylor Capitol, LLC

Phone: 973-351-3868

Email: INVESTOR@PAZOO.COM

SOURCE Pazoo, Inc.

Release Date: December 9, 2014

Exhibit 99.05

MA & Associates, LLC, Pazoo’s Nevada Medical Marijuana Laboratory Testing Partner, Receives Purchase Order From One Of The Largest Growers In Nevada

Whippany, N.J., December 11, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce that its medical marijuana testing laboratory partner MA & Associates, LLC (MA) has received its first purchase order to test product from one of the largest growers in the State of Nevada. The first marijuana product to be tested is expected to be begin on or about the end of February 2015.

While this initial purchase order is for a few thousand dollars, it will serve as a quality test for our client. MA is 100% confident that we will not only meet but exceed the standards our clients expect. This is the beginning of a very important relationship with one of the largest growers in the State of Nevada. This grower, which has requested its name remain confidential, will represent approximately 200,000 square feet of growing. MA’s management team has estimated that for every 100,000 square feet of grow that is tested will translate into approximately $1,000,000 of revenue per calendar year. To date, MA feels confident that it has forged working relationships with additional growers who will test through MA and who will represent approximately another 500,000 square feet of grow.

Pazoo, Inc CEO David Cunic stated, “While it will not be until the middle to end of the first quarter of 2015 when revenues from MA are expected to quickly grow, we have taken every step and continue to make every effort to secure a solid and expanding revenue stream. MA’s corporate team has not only done a stellar job in securing themselves as the top rated testing lab applicant by the State of Nevada, but they have done a fantastic job at building and securing relationships with a multitude of growers within 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:

For Investor Relations:

Taylor Capitol, LLC

Phone: 973-351-3868

Email: INVESTOR@PAZOO.COM

SOURCE Pazoo, Inc.

Release Date: December 11, 2014

Exhibit 99.06

Pazoo, Inc Commissions Cohen Grassroots Research Inc, To Issue Research Report On Company

Whippany, N.J., December 17, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce that it has commissioned Cohen Grassroots Research, Inc. (CGR), Wall Street’s leading independent micro-cap research firm, to initiate coverage of Pazoo, Inc. CGR provides an in-depth analysis, including 5 year financial and valuation projections on Pazoo’s business and its significant growth drivers. A copy of the report is available for download at www.cohengrassroots.com.

Pazoo expects to build a national chain of marijuana testing centers. Its Pazoo.com health and wellness business in the E-commerce space has enormous potential.

Excerpts from the CGR report state:

- Pazoo has acquired a 40% equity stake in MA & Associates, LLC, a marijuana testing lab in the State of Nevada. It has also purchased a 55% controlling stake in Harris Lee, LLC to expand its marijuana testing business in the US and possibly Canada.

- With operations slated to begin in February 2015 at the Las Vegas facility, MA & Associates is positioned to be the number one testing facility for medical marijuana in Nevada.

- Pazoo.com’s health and wellness web portal www.pazoo.com was created to become a social community to offer health and wellness information and best-in-class products for people and pets. It also acts as an information resource for consumers and professionals about health and wellness. Pazoo.com will grow exponentially in the upcoming months

Please visit www.cohengrassroots.com for the complete report.

About Cohen Grassroots Research, Inc.:

Cohen Grassroots Research, Inc. is Wall Street’s leading independent micro-cap research firm, concentrating on emerging companies with strong management teams focused on shareholder value and sustainable competitive advantage. CGR, led by well-known security analyst, D. Paul Cohen, highlights the company’s market opportunity, technology, management, competition and other key differentiators that may affect their long and short term valuation. CGR focuses on those public companies that lack or have minimal Wall Street IR research analyst coverage. CGR research reports are commissioned and paid for by the companies covered, or by third parties. For more information, visit www.cohengrassroots.com.

About Pazoo, Inc.:

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:

For Investor Relations:

Taylor Capitol, LLC

Phone: 973-351-3868

Email: INVESTOR@PAZOO.COM

SOURCE Pazoo, Inc.

Release Date: December 17, 2014

Exhibit 99.07

Pazoo Medical Marijuana Partner, MA & Associates LLC, Receives A Two Year Exclusive Contract From One Grower For Up To 875,000 Square Feet Of Grow

Whippany, N.J., December 18, 2014 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce that MA & Associates, LLC (MA) has signed an agreement with a local marijuana grower making MA the exclusive testing lab for all proprietary marijuana grown for the next two years. MA’s customer will initially have approximately 100,000 square feet of grow with the intention of expanding its operation to 875,000 square feet of grow within the next two years.

This contract will designate MA as the exclusive testing lab with pricing and all terms firmly set. MA management feels confident that they will be testing at least 50,000 square feet of grow from this particular grower by March 2015. As the grow facilities ramp up their operations during the next year, MA is poised to be testing a million square feet overall of grow by the end of 2015. MA feels that this transaction will give credence in the ability for MA to meet and/or exceed product testing in the eyes of comparable growers.

Both Pazoo and MA have maintained that utilizing Steep Hill Labs’ stellar technology, coupled with MA’s superlative management team, will provide a distinct competitive advantage in the market, thus making MA the ideal testing lab for the growers in Nevada.

“We are quickly establishing ourselves as the market leader in this burgeoning field.” states Antonio Del Hierro, CEO of MA & Associates, LLC. “This contract is evidence that growers want their product to be tested by a company that has proven to have the highest, most comprehensive standards in the industry.”

About Pazoo, Inc.:

Safe Harbor Statement:

For Investor Relations:

Taylor Capitol, LLC

Phone: 973-351-3868

Email: INVESTOR@PAZOO.COM

SOURCE Pazoo, Inc.

Release Date: December 18, 2014

Exhibit 99.08

Pazoo.com Inspiration Expert Jenna Lowthert Launches New Blog, Book, And Radio Interview

Whippany, N.J., January, 7 2015 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce that Pazoo’s Inspiration Expert Jenna Lowthert has launched a new blog at www.justjennarose.pazoo.com. Jenna also has a new book (Life Goes On) and will be interviewed on the radio program called Issues Today, hosted by Bob Gourley, syndicated on 183 stations throughout the USA. To listen live go to www.issuestodayradio.com. Jenna will be interviewed on January 14, 2015.

In just the short few weeks that Jenna’s blog has been up, Pazoo.com has experienced several thousand additional visitors per day to the website. It is expected that this blog will continue to grow in popularity helping to bring continued growth in traffic to Pazoo.com. Expanding upon this will be additional blogs with the next two being a military health and wellness blog as well as a marijuana blog. These blogs, along with the addition of several more topic intensive blogs, are expected to be not only inspirational but big traffic drivers to Pazoo.com.

WWW.JustJennaRose.pazoo.com offers up engaging thoughts on making the most of life by Pazoo.com Inspiration Expert, Jenna Lowthert. Jenna’s blog, site and social media efforts are based on her book, “Life Goes On..?”. Jenna Rose Lowthert was inspired to write her book after her mother passed away on May 27th, 2013 after a 10-month battle with stage four lung cancer. Her mother was only 48 years old, and her courage and strength was truly amazing.

When her mom passed away Jenna’s world was crushed, but she found treasures she left behind that told a story of a mother’s undying love for her children. Jenna wrote “Life Goes On..?” in just seven days with the intent to inspire those who are fighting cancer to keep on fighting, and for those who have experienced tremendous loss as she had. Jenna will be hosting a book release and book signing event on January 16, 2015 at The Balcony Lounge in Carlstadt, New Jersey from 8pm-10pm. All are welcome and we hope to see you there.

As Pazoo.com Inspiration Expert, Jenna’s mission has expanded from helping people who have suffered a personal loss to inspiring all of us to appreciate our loved ones here and now, and to make the most out of life every single day. Jenna states, “I am so excited to be able to share my journey with all the Pazoo readers!”. For more on Jenna please visit www.pazoo.com and www.justjennarose.pazoo.com.

About Pazoo, Inc.:

Safe Harbor Statement:

For Investor Relations:

Taylor Capitol, LLC

Phone: 973-351-3868

Email: INVESTOR@PAZOO.COM

SOURCE Pazoo, Inc.

Release Date: January 7, 2015

Exhibit 99.09

Pazoo.com Inspiration Expert Jenna Lowthert To Be Interviewed On Newsmax TV, Former NFL Player Rod Trafford And Four More Experts Join Pazoo

Whippany, N.J., January 12, 2015 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce that Pazoo’s Inspiration Expert Jenna Lowthert will be interviewed on Newsmax TV later this week. Further, Pazoo is excited to announce that former NFL player Rod Trafford has joined the impressive array of Health and Wellness Experts on Pazoo.com along with four additional specialized Experts. These new Health and Wellness Experts expect to have an immediate impact on the visitors to www.pazoo.com through the unique content they provide on a weekly basis.

Pazoo Inspiration Expert Jenna Lowthert is set to be interviewed on Newsmax TV with John Bachman and JD Hayworth. The interview will focus on Jenna’s inspirational and moving book about her mother’s death entitled “Life Goes On..?”. The interview will take place January 16th. To watch and listen live please go to http://www.newsmaxtv.com. To learn more about Jenna please visit www.pazoo.com as well as http://justjennarose.pazoo.com.

Pazoo has signed five new experts in the past month, including former NFL player Rod Trafford. After being injured in a car wreck as a teenage football star, doctors discovered a hole in his heart and an irregular heartbeat and he was told he would never play football again. Defying the odds Rod not only went on to become a celebrated college tight end at the University of South Carolina, he reached the NFL and played for the Buffalo Bills and the New England Patriots. As Pazoo.com Sports Safety Expert, Rod Trafford will apply his experiences on the playing field with his concern for health and wellness in your everyday life.

Additionally, Pazoo has added the following Experts to its already impressive array of Health and Wellness Experts on www.pazoo.com: Lifestyle Modification Expert Bill McCambley; Realist Expert Mike Doyle; Craft Beer Expert Mike DeSimone; and Interior Landscaping Expert Brian Bergen. All of our new experts contribute unique information and advice on a regular basis to www.pazoo.com to help people and pets improve their overall health and wellness. Many of the Pazoo experts are available for speaking engagements, seminars, phone or video-conferencing, and personal one-on-one consultations. To visit an expert’s profile and see their health and wellness content and information, please visit www.pazoo.com/experts.