Current Report Filing (8-k)

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): January 30, 2015 (June 9, 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 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 had issued a Convertible Promissory Note to LG Capital Funding, LLC (“LG”) on or about May 27, 2014. LG has elected to convert the following principal and interest amounts into common stock of the Company in the following denominations: (i) on January 2, 2105, $8,500.00 of principal and $394.96 of interest was converted into 1,185,994 shares of common stock.

As previously reported on Form 8-K the Company had issued a Convertible Promissory Note to Typex Co-Investment, LLC (“Typex”) on or about May 28, 2014. Typex has elected to convert the following principal amounts into common stock of the Company in the following denominations: (i) on December 2, 2104, $35,173.54 of principal and interest was converted into 2,714,008 shares of common stock.

As previously reported on Form 8-K the Company had issued a $500,000 Convertible Promissory Note to JMJ Financial (“JMJ”) on or about December 4, 2013. JMJ has elected to convert the following principal amounts into common stock of the Company in the following denominations: (i) on June 9, 2014, $10,200.00 of principal was converted into 500,000 shares of common stock; (ii) on July 30, 2014, $12,390.00 of principal was converted into 700,000 shares of common stock; (iii) on August 18, 2014, $11,460.00 of principal was converted into 1,000,000 shares of common stock; (iv) on September 2, 2014, $13,500.00 of principal was converted into 1,500,000 shares of common stock; and (v) on September 17, 2014, $14,672.22 of principal was converted into 1,630,247 shares of common stock.

As previously reported on Form 8-K the Company had issued a $220,000 Convertible Promissory Note to Iconic Holdings, LLC (“Iconic”) on or about February 27, 2014. Iconic has elected to convert the following principal amounts into common stock of the Company in the following denominations: (i) on September 16, 2014, $30,250.00 of principal was converted into 4,033,333 shares of common stock; (ii) on September 24, 2014, $30,250.00 of principal was converted into 4,033,333 shares of common stock; and (iii) on January 5, 2015, $20,000.00 of principal was converted into 2,666,667 shares of common stock.

Item 5.02 Election of Directors, Appointment of Certain Officers.

On January 14, 2015, the Board of Directors, in accordance with the Company’s Articles of Incorporation, unanimously voted to elect Antonio Del Hierro and David H. Lieberthal, Esq. to join the Company’s Board of Directors. As the principals of MA & Associates, LLC the Company feels these two individuals are uniquely qualified to help the Company, and its wholly owned subsidiary Harris Lee, LLC, navigate through the regulatory and business aspects of the Company’s marijuana testing ventures.

Immediately thereafter, Antonio Del Hierro was appointed Co-CEO with David Cunic. Mr. Del Hierro will have the primary responsibility of oversight of the Company’s marijuana testing ventures.

Item 7.01 Regulation FD Disclosure.

On January 14, 2015, the Company announced in a press release (Marijuana Testing Lab Company Harris Lee, LLC Becomes 100% Wholly Owned Subsidiary of Pazoo) that the Company acquired the remaining interest in Harris Lee, LLC which is intended to operate marijuana testing facilities, initially, in the States of Colorado and Oregon. A copy of the press release is attached hereto as Exhibit 99.01 On January 26, 2015, the Company announced in a press release (Pazoo Radio Episode 7 With Antonio Del Hierro Now Available on Pazoo.com) episode 7 of Pazoo Radio was available online where Antonio Del Hierro discussed marijuana testing and the business prospects of the Company and its buisiness partners. A copy of the press release is attached hereto as Exhibit 99.02.

The information in this Form 8-K being furnished under this Item 7.01 and Exhibit 99.01 and 99.02 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	Press Release dated January 14, 2015.
	99.02	Press Release dated January 26, 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 30, 2015	PAZOO, INC. (Registrant)


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

Exhibit 99.01

Marijuana Testing Lab Company Harris Lee, LLC

Becomes 100% Wholly Owned Subsidiary of Pazoo

Pazoo’s Nevada Marijuana Testing Lab Partner, MA & Associates, Begins Final Phase of Lab Build-out

Whippany, N.J., January 14, 2015 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to report that marijuana testing lab Harris Lee, LLC, is now a 100% wholly owned subsidiary of Pazoo. Pazoo acquired the remaining 45% of Harris Lee in exchange for 450,000 of Pazoo’s Series B Preferred Stock.

The current management of Harris Lee will be retained along with an addition of personnel to be implemented over the next few months. Pazoo recently deposited $200,000 into Pazoo’s attorney escrow account in preparation of Harris Lee’s entry into new territories.

Pazoo’s Nevada marijuana testing lab partner MA & Associates, LLC. (MA), recently received all of the necessary building permits and approvals to begin the final phase of the build-out of its facility in Las Vegas. More than $100,000 was advanced for this construction phase which will include a state of the art electrical and security system. The build-out is expected to be completed and operational by early March.

“We are very excited about how we are currently positioned in the marijuana testing industry.” stated Pazoo CEO David Cunic. “The combination of MA & Associates, LLC within Nevada, along with Harris Lee, LLC outside Nevada, gives Pazoo the ability to focus solely on providing the most comprehensive testing criterion available, benefiting both growers and dispensaries.”

About Pazoo, Inc.:

Pazoo, Inc. is a company focused on empowering individuals with the tools necessary to enrich their lives. Pazoo delivers information, services and products through direct response advertising, digital, TV, retail and online outlets. www.pazoo.com is a health and wellness online portal with an array of professionals delivering vital information to improve and enhance the enjoyment of living a full and enriching life. We feature experts from the health and wellness industry as well as the pet industry. Through the website, one can find a vast array of top-quality 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: January 14, 2015

Exhibit 99.02

Pazoo Radio Episode 7 With Antonio Del Hierro Now Available On Pazoo.com

Whippany, N.J., January 26, 2015 Pazoo, Inc. (OTCQB Symbol: PZOO) (German WKN#: A1J3DK) is pleased to announce its seventh 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 7: Healthy Investing; Keeping Cannabis Healthy with Antonio Del Hierro.

David Cunic, CEO of Pazoo, Inc., and co-host Chris Curran of Fractal Recording have a follow-up conversation with Antonio Del Hierro – CEO and President of two marijuana testing companies affiliated with Pazoo, Inc. – MA & Associates, LLC which is a licensed testing laboratory in the State of Nevada (of which Pazoo is the majority stake holder); and Harris Lee LLC (wholly-owned by Pazoo) that is set up to test and certify cannabis products in all other states. Both companies are associates of Steep Hill Halent, the global leader in marijuana analysis space.

Antonio delves into the progress of a new testing lab under construction in Las Vegas, how the testing process works, and the huge potential for Pazoo and its investors, among other topics. Make sure you check out Pazoo Radio Episode 7 on www.pazoo.com and wherever podcasts are available.

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: