Pazoo (PZOO) S-1/A 4 Mar 15 2014 FY IPO registration (amended) Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Document and Entity Information:
Entity Registrant Name	Pazoo, Inc.
Document Type	S-1
Document Period End Date	30-Sep-14
Amendment Flag	TRUE
Entity Central Index Key	1533427
Current Fiscal Year End Date	-19
Entity Common Stock, Shares Outstanding		107,765,750
Entity Public Float		$1,077,657
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Description	Amendment 1

BALANCE_SHEETS_Unaudited_for_S

BALANCE SHEETS (Unaudited for September 30, 2014) (USD $)	Sep. 30, 2014		Dec. 31, 2013
Current assets:
Cash and cash equivalents	$95,402		$35,848
Accounts receivable	59,964		33,461
Inventories	2,668		4,129
Interest	279,180	[1]	0	[1]
Prepaid expenses	1,465		1,911
Total current assets	438,679		75,349
Total assets	438,679		75,349
Current liabilities:
Accounts payable and accrued liabilities	68,932		64,846
Loans payable	3,000		3,000
Convertible debt	554,782	[2]	1,849	[2]
Derivative liability	1,302,003		172,049
Total current liabilities	1,928,717		241,744
Total liabilities	1,928,717		241,744
Stockholders' deficit
Common stock	153,316		101,410
Convertible preferred stock Series A	1,134		923
Preferred stock Series B	1,187		1,187
Additional paid-in capital	3,346,983		2,250,451
Accumulated deficit	-4,992,658		-2,520,366
Total stockholders' deficit	-1,490,038		-166,395
Total liabilities and stockholders' equity (deficit)	$438,679		$75,349
[1]	In MA Associate.
[2]	Net of discount of $319,973.

Statement_of_Financial_Positio

Statement of Financial Position - Parenthetical (USD $)	Sep. 30, 2014	Dec. 31, 2013
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	980,000,000	980,000,000
Common Stock, Shares Issued	153,316,670	101,409,500
Common Stock, Shares Outstanding	153,316,670	101,409,500
Warrants Issued	7,000,000	2,400,000
Warrants Outstanding	7,000,000	2,400,000
Preferred Stock Series A
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	1,133,894	1,133,894
Preferred Stock, Shares Outstanding	923,394	923,394
Preferred Stock Series B
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	2,500,000	2,500,000
Preferred Stock, Shares Issued	1,187,500	1,187,500
Preferred Stock, Shares Outstanding	1,187,500	1,187,500
Preferred Stock Series C
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	7,500,000	7,500,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

STATEMENTS_OF_OPERATIONS_Unaud

STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:
Advertising sales	$20,892	$16,052	$72,059	$21,517
Merchandise sales - revenue	-18	867	234	9,503
Total revenues	20,874	16,919	72,293	31,020
Cost of goods sold
Merchandise sales - cost		690	569	8,369
Total cost of goods sold		690	569	8,369
Gross profit	20,874	16,229	71,724	22,651
Operating expenses:
Selling, general and administrative expenses	414,708	110,152	1,019,747	269,024
Professional fees	361,654	24,478	533,788	83,937
Equipment				961
Website setup	53,517	19,171	110,627	46,261
Total operating expenses	829,879	153,801	1,664,162	400,183
Loss from operations	-809,005	-137,572	-1,592,438	-377,532
Other expenses:
Gain/loss on derivative liability	-220,447		-557,747
Interest expense			-12,000	-25
Amortization of debt discount	-226,581		-310,107
Net loss	-1,256,033	-137,572	-2,472,292	-377,557
Series A preferred stock dividend		-27,134	-10,209	-68,755
Net loss attributable to common stockholders	($1,256,033)	($164,706)	($2,482,501)	($446,312)
Net loss per common share - basic and diluted	($0.01)	$0	($0.02)	($0.01)
Weighted average common shares outstanding - basic and diluted	121,579,943	88,491,647	111,979,303	81,549,436

STATEMENT_OF_CASH_FLOWS_Unaudi

STATEMENT OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net loss	($2,472,292)	($377,557)
Common stock issued for services	649,622	72,885
Preferred stock issued for services	34,800
Loss on derivative liability	557,747
Convertible debt issued for rent expense	16,601
Amortization of debt discount	310,107
Accounts receivable (increase/decrease)	-26,503	3,326
Inventory (increase/decrease)	1,461	2,612
Prepaid expenses and other current assets (increase/decrease)	446	771
Accounts payable and accrued liabilities (increase/decrease)	36,739	56,467
Net cash used in operating activities	-891,272	-241,496
Cash flows from investing activities:
Issuance of preferred stock for cash		82,500
Borrowings on debt		33,500
Deposit made on acquisition of investment	-279,180
Net cash used in investing activities	-279,180	116,000
Cash flows from financing activities:
Borrowings on convertible note	888,500
Proceeds from sale of common stock	31,506
Proceeds from exercise of Series A preferred warrants	40,000
Proceeds from sale of Series A preferred stock	270,000
Net cash provided by financing activities	1,230,006
Net increase in cash and cash equivalents	59,554	-125,496
Cash and cash equivalents beginning of period	35,848	130,556
Cash and cash equivalents end of period	$95,402	$5,060

Note_1Description_of_Business_

Note 1-Description of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2014
Notes
Note 1-Description of Business and Basis of Presentation	Note 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
	Basis of Presentation
	The accompanying unaudited interim financial statements of Pazoo, Inc. (“we”, “our”, “Pazoo” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Pazoo’s audited 2013 annual financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods present have been reflected herein. The results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Pazoo’s fiscal 2013 financial statements have been omitted.
	Description of Business
	We are an early growth stage health and wellness company. Presently, our primary business is pazoo.com, an online, content driven, ad supported health and wellness web site for people and their pets. Additionally, this site has e-commerce functionality which allows pazoo.com to be an online retailer of nutritional foods/supplements, wellness goods, and fitness apparel. Pazoo, Inc. does not have any brick and mortar establishments.

Note_2Going_Concern

Note 2-Going Concern	9 Months Ended
	Sep. 30, 2014
Notes
Note 2-Going Concern	Note 2—GOING CONCERN
	From inception of November 16, 2010 through September 30, 2014, the Company has incurred net losses of $4,992,658.  This factor, among others, raises significant doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately attain profitability.  Management believes that we can alleviate the facts and circumstances which indicate a going concern by expanding our services, expert advice and online products. We aim to become more than a web based company by providing information, services and products through direct response, retail, and advertising revenue, in addition to our website.

Note_3Stockholders_Equity

Note 3-Stockholders' Equity	9 Months Ended
	Sep. 30, 2014
Notes
Note 3-Stockholders' Equity	Note 3—STOCKHOLDERS’ EQUITY
	Common Stock
	In September 2014, the Company issued 3,776,389 common shares as per the Equity Purchase Agreement and Securities Purchase Agreement with Premier Venture Partners, LLC valued at $75,527. Premier Ventures also purchased 2,352,845 shares for $31,506 pursuant to put option exercised by the Company.
	During the nine months ended September 30, 2014, the Company issued 21,207,412 shares to experts and consultants per agreements for services rendered, valued at $649,622.
	Preferred Stock
	In April 2014, the Company issued 125,000 shares of Series A Preferred Stock to ICPI in exchange for $125,000.
	Simultaneous with the issuance of Series A Preferred Stock in April 2014, and under the Investment Agreement No. 4 we issued 125,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock at an exercise price of $2.00, subject to the terms of the warrant agreement between the warrant agent and us.
	In March and May 2014, the Company issued 145,000 shares of Series A Preferred Stock to ICPI in exchange for $145,000. The Company also simultaneously issued 145,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock acquired at an exercise price of $2.00.
	In March 2014, ICPI converted 17,000 Series A Preferred shares into 1,700,000 common shares. In August 2014, ICPI converted 60,000 preferred shares into 6,000,000 common shares. In July 2014, ICPI converted 72,500 preferred shares into 7,250,000 common shares.
	In January and February 2014, ICPI exercised 80,000 Series A Preferred shares warrants at $0.50 for $40,000.
	In August 2014, the Company issued Jordan Stroum 10,000 Series A Preferred Stock in exchange for services rendered per the agreement signed July 25, 2014. The shares were valued at $34,800.
	Warrants
	The following table presents the Series A preferred stock warrant activity during the nine months ended September 30, 2014:
		Warrants		Weighted Average Exercise Price
	Outstanding – December 31, 2013		823,226	$	2.2
	Granted		270,000		2
	Forfeited/Canceled		-		-
	Exercised		80,000		-
	Outstanding – September 30, 2014		1,013,226		2.28
	Exercisable – September 30, 2014		1,013,226	$	2.28
	The weighted average remaining life of the outstanding Series A preferred stock warrants as of September 30, 2014 and December 31, 2013 was 3.49 and 3.92 years, respectively.
	The following table presents the common stock warrant activity during the nine months ended September 30, 2014:
		Warrants		Weighted Average Exercise Price
	Outstanding – December 31, 2013		5,000,000	$	0.05
	Granted		1,130,470		0.05
	Forfeited/Canceled		-		-
	Exercised		-		-
	Outstanding – September 30, 2014		6,130,470		0.05
	Exercisable – September 30, 2014		6,130,470	$	0.05
	The weighted average remaining life of the outstanding common stock warrants as of September 30, 2014 and December 31, 2013 was 0.73 and 1.26 years, respectively.

Note_4Loans_Payable

Note 4-Loans Payable	9 Months Ended
	Sep. 30, 2014
Notes
Note 4-Loans Payable	Note 4—LOANS PAYABLE
	In February 2014, the Company entered into a convertible promissory note totaling $16,601 with ICPI for office lease expenses through February 2015.  ICPI may convert all or any part of the outstanding and unpaid principal into shares of Series A Preferred Stock at a price of $0.50 per share.

Note_5Equity_Interest

Note 5-Equity Interest	9 Months Ended
	Sep. 30, 2014
Notes
Note 5-Equity Interest	Note 5—EQUITY INTEREST
	In April 2014, the Company entered into an agreement to buy a 40% equity interest in MA and Associates, LLC for $2,000,000 and 150,000 shares of the Company’s Series C Preferred Stock.   The Company made a $50,000 down payment which was recorded as a deposit in March 2014 and subsequently made a $50,000 investment in April 2014.  As of September 30, 2014, a total of $279,180 has been paid to MA and Associates LLC in accordance with the agreement.

Note_6Convertible_Note_and_Der

Note 6-Convertible Note and Derivative Liabilities	9 Months Ended
	Sep. 30, 2014
Notes
Note 6-Convertible Note and Derivative Liabilities	Note 6—CONVERTIBLE NOTE AND DERIVATIVE LIABILITIES
	In April 2014, the Company entered into an Equity Purchase Agreement and a Securities Purchase Agreement with Premier Venture Partners, LLC (“Premier”) whereby Premier is obligated, providing the Company has met certain conditions including the filing of a Form S-1 Registration Statement for the shares to be acquired, to purchase up to $5,000,000 of the Company’s common stock at the rates set forth at the request of the Company by issuing a Put Notice when funds are needed.  The Securities Purchase Agreement is a facility whereby the Company will receive $22,500 pursuant to two Convertible Promissory Notes.
	In April 2014, the Company entered into a $10,000 Convertible Promissory Note (the “Note”) with Premier Venture Partners, LLC.  Under the terms of the Note the Company’s will receive $10,000 for the preparation and filing of the Form S-1 Registration Statement required for the Equity Purchase Agreement (Attached as Exhibit 99.02 to the Company's Form 8-K filed April 9, 2014). Premier Venture Partners, LLC shall have the right to convert any unpaid sums into common stock of the Company at the rate of the lesser of $.03 per share or 50% of the lowest trade reported in the 10 days prior to date of conversion.  A second Convertible Promissory Note, in the amount of $12,500, will be issued after the Form S-1 Registration Statement is filed in order to cover any additional expense of making the Form S-1 Registration Statement effective.  All of the $22,500 was paid directly to legal for the expense of preparing and making the S-1 Registrations Statement effective.
	In February 2014, the Company entered into a 10% convertible note with Tangiers in the amount of $60,500. Of this amount, $5,500 was an original issue discount on the note. The note is convertible at a variable price of the lower of $0.01 or 50% of the lowest trading price during the 25 day period prior to the date of conversion. The note is convertible 180 days from the date of the note. The note matures on February 27, 2015. In September 2014, the entire balance was converted into 8,066,666 shares of common stock using a conversion price of $0.0075 per share.
	In April 2014, the Company entered into a 12% Convertible Note with JSJ Investments, Inc. (“JSJ”) in the amount of $100,000.  Prior to October 28, 2014, the Company may redeem the Note for $150,000.  Thereafter, JSJ may convert the Note into common stock of the Company at a stated discount of 50% based on the average of the lowest three trades in the previous ten days, or $0.06 per share. The note matures on October 28, 2014.
	In May 2014, the Company entered into a 10% Convertible Note with Typenex Co Investment LLC (“Typenex”) in the amount of $139,500. Typenex may convert the Note into common stock of the Company at a conversion price of $0.07 per share. The note matures on March 28, 2015. In conjunction with the note, a total of 1,130,470 warrants were issued. The relative fair value of the warrants at September 30, 2014 was $70,867.
	In May 2014, the Company entered into an 8% Convertible Note with LG Capital Funding LLC (“LG”) in the amount of $58,500.  LG may convert the Note into common stock of the Company at a stated discount of 50% based average of the lowest trading bid price for the 15 prior trading days. The note is convertible 180 days from the date of the note.
	In June 2014, JMJ Financial converted principal of $10,200 into 500,000 common shares in accordance with the Convertible Promissory Note dated December 4, 2013.
	In July 2014, the Company entered into a $200,000 Convertible Note with WHC Capital LLC. WHC may convert the note into common stock of the Company at a 50% discount to the lowest trading price of 25 trading days prior to the conversion date. The note is convertible 180 days from the date of the note.
	In July 2014, Tangiers provided additional funding to the Company in the amount of $50,000 in accordance with the February 2014 agreement.  The note had a $5,500 original issue discount and accrues interest at 10%.
	In July 2014, JMJ Financial converted principal of $12,390 into 700,000 common shares in accordance with the Convertible Promissory Note dated December 4, 2013.
	In August 2014, JMJ Financial converted principal of $11,460 into 1,000,000 common shares in accordance with the Convertible Promissory Note dated December 4, 2013.
	In August 2014, the Company entered into a 12% $100,000 Convertible Note with JSJ Investments. JSJ may convert the Note into common stock of the Company at a 50% discount to the average 3 lowest trading days of 20 trading days prior to conversion OR 20 trading days prior to the date the note was executed.
	In August 2014, the Company entered into a $56,250 Convertible Note with Auctus Private Equity Fund LLC. Auctus may convert the note into common stock at a 50% discount to the average 2 lowest trading days of 25 trading days prior to the conversion. The note is convertible 180 days from the date of the note. As of September 30, 2014, $50,000 was received.
	In September 2014, JMJ Financial converted principal of $13,500 into 1,500,000 common shares in accordance with the Convertible Promissory Note dated December 4, 2013.
	In September 2014, JMJ Financial converted principal of $14,672.22 into 1,630,247 common shares in accordance with the Convertible Promissory Note dated December 4, 2013.
	In September 2014, the Company entered into an amendment to the Tangiers convertible note in the amount of $220,000 from February 2014.  Iconic may convert the Note into common stock of the Company at the lower of $0.023 or a 50% discount to the trading price of the prior 25 trading days. The note is convertible 180 days from the date of the note.
	In September 2014, Tangiers converted principal of $30,250 into 4,033,333 common shares in accordance with the Convertible Promissory Note dated February 27, 2014.
	In September 2014, Tangiers converted principal of $30,250 into 4,033,333 common shares in accordance with the Convertible Promissory Note dated February 27, 2014.
	In September 2014, the Company entered into a $55,250 Convertible Note with Auctus Private Equity Fund LLC. Auctus may convert the note into common stock at a 50% discount to the average 2 lowest trading days of 25 trading days prior to the conversion. The note is convertible 180 days from the date of the note. As of September 30, 2014, $50,000 was received.
	The following table summarizes the changes in the derivative liabilities during the period ending September 30, 2014:
	Balance as of December 31, 2013	$	172,049
	Debt discount		581,929
	OID		(25,500	)
	Change in fair value		557,747
	Other		15,778
	Ending balance as of September 30, 2014	$	1,302,003
	The Company uses the Black Scholes Option Pricing Model to value its option based derivatives.
	There were 5,000,000 common stock warrants outstanding on the date the convertible note agreement was entered into which became tainted. These warrants were valued using the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 277%, risk free rate of 0.11% and an expected term equal to the remaining exercise term of the warrants. The fair value of the warrants at September 30, 2014 was $102,758.

Note_7Fair_Value_Measurements_

Note 7-Fair Value Measurements and Derivative Liabiliity	9 Months Ended
	Sep. 30, 2014
Notes
Note 7-Fair Value Measurements and Derivative Liabiliity	Note 7—FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILIITY
	The Company evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
	Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
	Under ASC-815 the conversion options embedded in the notes payable described in Note 5 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement.
	During the period ending September 30, 2014, the Company entered into five convertible note agreements. The conversion option and the outstanding common stock warrants on that date which were tainted but the convertible notes were classified as derivative liabilities at their fair value on the date of issuance.
	As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
	The three levels of the fair value hierarchy are as follows:
	Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
	Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.
	Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value at the period ending September 30, 2014.
	Recurring Fair Value Measurements	Level 1		Level 2		Level 3		Total
	LIABILITIES:
	Derivative liability - September 30, 2014		-		-		1,302,003		1,302,003
	Derivative liability - 2013		-		-		172,049		172,049

Note_8Subsequent_Events

Note 8-Subsequent Events	9 Months Ended
	Sep. 30, 2014
Notes
Note 8-Subsequent Events	Note 8—SUBSEQUENT EVENTS
	In accordance with FASB ASC 855-10-50-1 we evaluated our subsequent events through November 14, 2014.
	In October 2014, the Company entered into a 8% Convertible Note with Union Capital LLC in the amount of $50,000. Union may convert the note into common shares of the Company at a discount of 50% to the lowest trading price of the 20 trading days prior to the conversion date.
	In October 2014, the Company entered into a $250,000 Convertible Note with Vista Capital Investments LLC. Vista may convert the note into common shares of the Company at $0.05 or a 60% discount to the lowest trading price of the 25 days prior to the conversion date.
	In October 2014, JMJ Investments provided additional funding to the Company in the amount of $40,000 in accordance with the December 2013 agreement.
	In October 2014, the Company entered into a 8% Convertible Note with LG Capital Funding LLC in the amount of $47,250. LG may convert the note into common shares of the Company at a 50% discount to the lowest trading price of the 15 days prior to the conversion date.
	In October 2014, the Company entered into a 10% Convertible Note with Sarna Family Limited Partnership in the amount of $100,000. Sarna may convert the note into common shares of the Company at $0.01.
	In October 2014, the Company entered into a 10% Convertible Note with private investor Mark Sarna in the amount of $100,000. Mr. Sarna may convert the note into common shares of the Company at $0.01.
	In October 2014, the Company paid off the WHC Capital LLC Convertible Note in the amount of $240,000.
	In October 2014, the Company agreed to buy a 55% equity interest in Harris Lee, LLC for 300,000 of the Company’s Preferred C Shares.
	During October and November 2014, the Company issued 808,333 common shares to experts pursuant to agreements.

Note_1Description_of_Business_1

Note 1-Description of Business and Basis of Presentation: Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2014
Policies
Basis of Presentation	Basis of Presentation
	The accompanying unaudited interim financial statements of Pazoo, Inc. (“we”, “our”, “Pazoo” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Pazoo’s audited 2013 annual financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods present have been reflected herein. The results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Pazoo’s fiscal 2013 financial statements have been omitted.

Note_1Description_of_Business_2

Note 1-Description of Business and Basis of Presentation: Description of Business (Policies)	9 Months Ended
	Sep. 30, 2014
Policies
Description of Business	Description of Business
	We are an early growth stage health and wellness company. Presently, our primary business is pazoo.com, an online, content driven, ad supported health and wellness web site for people and their pets. Additionally, this site has e-commerce functionality which allows pazoo.com to be an online retailer of nutritional foods/supplements, wellness goods, and fitness apparel. Pazoo, Inc. does not have any brick and mortar establishments.

Note_3Stockholders_Equity_Comm

Note 3-Stockholders' Equity: Common Stock (Policies)	9 Months Ended
	Sep. 30, 2014
Policies
Common Stock	Common Stock
	In September 2014, the Company issued 3,776,389 common shares as per the Equity Purchase Agreement and Securities Purchase Agreement with Premier Venture Partners, LLC valued at $75,527. Premier Ventures also purchased 2,352,845 shares for $31,506 pursuant to put option exercised by the Company.
	During the nine months ended September 30, 2014, the Company issued 21,207,412 shares to experts and consultants per agreements for services rendered, valued at $649,622.

Note_3Stockholders_Equity_Pref

Note 3-Stockholders' Equity: Preferred Stock (Policies)	9 Months Ended
	Sep. 30, 2014
Policies
Preferred Stock	Preferred Stock
	In April 2014, the Company issued 125,000 shares of Series A Preferred Stock to ICPI in exchange for $125,000.
	Simultaneous with the issuance of Series A Preferred Stock in April 2014, and under the Investment Agreement No. 4 we issued 125,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock at an exercise price of $2.00, subject to the terms of the warrant agreement between the warrant agent and us.
	In March and May 2014, the Company issued 145,000 shares of Series A Preferred Stock to ICPI in exchange for $145,000. The Company also simultaneously issued 145,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock acquired at an exercise price of $2.00.
	In March 2014, ICPI converted 17,000 Series A Preferred shares into 1,700,000 common shares. In August 2014, ICPI converted 60,000 preferred shares into 6,000,000 common shares. In July 2014, ICPI converted 72,500 preferred shares into 7,250,000 common shares.
	In January and February 2014, ICPI exercised 80,000 Series A Preferred shares warrants at $0.50 for $40,000.
	In August 2014, the Company issued Jordan Stroum 10,000 Series A Preferred Stock in exchange for services rendered per the agreement signed July 25, 2014. The shares were valued at $34,800.

Note_3Stockholders_Equity_Warr

Note 3-Stockholders' Equity: Warrants (Policies)	9 Months Ended
	Sep. 30, 2014
Policies
Warrants	Warrants
	The following table presents the Series A preferred stock warrant activity during the nine months ended September 30, 2014:
		Warrants		Weighted Average Exercise Price
	Outstanding – December 31, 2013		823,226	$	2.2
	Granted		270,000		2
	Forfeited/Canceled		-		-
	Exercised		80,000		-
	Outstanding – September 30, 2014		1,013,226		2.28
	Exercisable – September 30, 2014		1,013,226	$	2.28
	The weighted average remaining life of the outstanding Series A preferred stock warrants as of September 30, 2014 and December 31, 2013 was 3.49 and 3.92 years, respectively.
	The following table presents the common stock warrant activity during the nine months ended September 30, 2014:
		Warrants		Weighted Average Exercise Price
	Outstanding – December 31, 2013		5,000,000	$	0.05
	Granted		1,130,470		0.05
	Forfeited/Canceled		-		-
	Exercised		-		-
	Outstanding – September 30, 2014		6,130,470		0.05
	Exercisable – September 30, 2014		6,130,470	$	0.05
	The weighted average remaining life of the outstanding common stock warrants as of September 30, 2014 and December 31, 2013 was 0.73 and 1.26 years, respectively.

Note_3Stockholders_Equity_Warr1

Note 3-Stockholders' Equity: Warrants: Schedule of Preferred Units (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules
Schedule of Preferred Units
		Warrants		Weighted Average Exercise Price
	Outstanding – December 31, 2013		823,226	$	2.2
	Granted		270,000		2
	Forfeited/Canceled		-		-
	Exercised		80,000		-
	Outstanding – September 30, 2014		1,013,226		2.28
	Exercisable – September 30, 2014		1,013,226	$	2.28

Note_3Stockholders_Equity_Warr2

Note 3-Stockholders' Equity: Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules
Schedule of Stockholders' Equity Note, Warrants or Rights
		Warrants		Weighted Average Exercise Price
	Outstanding – December 31, 2013		5,000,000	$	0.05
	Granted		1,130,470		0.05
	Forfeited/Canceled		-		-
	Exercised		-		-
	Outstanding – September 30, 2014		6,130,470		0.05
	Exercisable – September 30, 2014		6,130,470	$	0.05

Note_6Convertible_Note_and_Der1

Note 6-Convertible Note and Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules
Schedule of Derivative Liabilities at Fair Value
	Balance as of December 31, 2013	$	172,049
	Debt discount		581,929
	OID		(25,500	)
	Change in fair value		557,747
	Other		15,778
	Ending balance as of September 30, 2014	$	1,302,003

Note_7Fair_Value_Measurements_1

Note 7-Fair Value Measurements and Derivative Liabiliity: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
	Recurring Fair Value Measurements	Level 1		Level 2		Level 3		Total
	LIABILITIES:
	Derivative liability - September 30, 2014		-		-		1,302,003		1,302,003
	Derivative liability - 2013		-		-		172,049		172,049

Note_2Going_Concern_Details

Note 2-Going Concern (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Details
Accumulated deficit	$4,992,658	$2,520,366

Note_3Stockholders_Equity_Comm1

Note 3-Stockholders' Equity: Common Stock (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013
Details
Stock Issued During Period, Shares, New Issues	3,776,389
Stock Issued During Period, Value, New Issues	$75,527
Stock Issued During Period, Shares, Issued for Services		21,207,412
Common stock issued for services		$649,622	$72,885

Note_4Loans_Payable_Details

Note 4-Loans Payable (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
Details
Convertible debt issued for rent expense	$16,601	($16,601)

Note_5Equity_Interest_Details

Note 5-Equity Interest (Details) (USD $)	Sep. 30, 2014		Dec. 31, 2013
Details
Interest	$279,180	[1]	$0	[1]
[1]	In MA Associate.

Note_6Convertible_Note_and_Der2

Note 6-Convertible Note and Derivative Liabilities (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Details
Fair Value Adjustment of Warrants	$102,758