Pazoo (PZOO) 10-Q 31 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2017USD ($)shares
Document and Entity Information:
Entity Registrant Name	Pazoo, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Trading Symbol	pzoo
Amendment Flag	false
Entity Central Index Key	1,533,427
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding | shares	33,788,532
Entity Public Float | $	$ 1,077,657
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited for June 30, 2017) - USD ($)	Jun. 30, 2017		Dec. 31, 2016
Current assets:
Cash	$ 103,036		$ 88,909
Prepaid expenses	5,536		5,536
Total current assets	108,572		94,445
Fixed assets, net	520,323		613,332
Total assets	628,895		707,777
Current liabilities:
Lines of credit	16,070		21,039
Accounts payable and accrued liabilities	882,628		608,332
Loans payable	1,262,879		615,801
Interest payable	2,029,751		1,452,102
Convertible debt	1,489,042	[1]	983,621	[2]
Contingent consideration liabilities	713,581		713,581
Derivative liabilities	1,842,405		2,925,627
Capital lease liabilities	373,930		373,930
Total current liabilities	8,610,286		7,694,033
Long-term liabilities:
Long-term portion of convertible debt	1,292,500	[3]	1,401,828	[4]
Long-term capital lease liabilities	34,052		136,672
Total long-term liabilities	1,326,552		1,538,500
Total liabilities	9,936,838		9,232,533
Commitments and contingencies
Stockholders' deficit:
Common stock	33,788		9,138
Additional paid-in capital	12,497,170		12,155,641
Accumulated deficit	(21,843,876)		(20,694,148)
Total stockholders' deficit	(9,307,943)		(8,524,756)
Total liabilities and stockholders' deficit	628,895		707,777
Series A Preferred Stock
Stockholders' deficit:
Preferred Stock, Value	215		230
Series B Preferred Stock
Stockholders' deficit:
Preferred Stock, Value	2,150		1,762
Series C Preferred Stock
Stockholders' deficit:
Preferred Stock, Value	$ 2,610		$ 2,621
[1]	Net of unamortized discounts of $187,768.
[2]	Net of unamortized discounts of $195,827.
[3]	Net of unamortized discounts of $0.
[4]	Net of unamortized discounts of $110,672.

Statement of Financial Position

Statement of Financial Position - Parenthetical - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	2,950,000,000	2,950,000,000
Common Stock, Shares Issued	33,788,532	9,137,630
Common Stock, Shares Outstanding	33,788,532	9,137,630
Warrants Issued	7,000,000	2,400,000
Warrants Outstanding	7,000,000	2,400,000
Preferred Stock Series A
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	215,139	230,401
Preferred Stock, Shares Outstanding	215,139	230,401
Preferred Stock Series B
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	2,150,000	1,762,500
Preferred Stock, Shares Outstanding	2,150,000	1,762,500
Preferred Stock Series C
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	2,610,375	2,621,375
Preferred Stock, Shares Outstanding	2,610,375	2,621,375
Preferred Stock Series D
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	12,500,000	12,500,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Preferred Stock Series E
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	12,500,000	12,500,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:
Management fees - related party		$ 11,270		$ 18,596
Advertising Sales			$ 51
Total revenues		11,270	51	18,596
Operating expenses:
Selling, general and administrative expenses	$ 328,509	1,426,484	865,604	2,128,170
Professional fees	163,155	119,305	343,159	263,748
Loss on impairment of license		1,540,207		1,540,207
Website setup	2,226	3,169	3,568	8,136
Total operating expenses	493,890	3,089,165	1,212,331	3,940,261
Loss from operations	(493,890)	(3,077,895)	(1,212,280)	(3,921,665)
Other income/(expenses):
Gain/loss on derivative liabilities	1,278,503	(2,032,218)	374,094	(4,438,979)
Gain/loss on debt extinguishment	429,601	1,764,236	715,867	1,697,242
Gain on change in fair value of contingent consideration				5,000
Interest expense	(429,999)	(636,846)	(1,027,334)	(1,666,363)
Total other income/(expenses)	1,278,105	(904,828)	62,627	(4,403,100)
Net income (loss)	784,215	(3,982,723)	(1,149,653)	(8,324,765)
Series A preferred stock dividends	(17)	(159)	(36)	(354)
Net income (loss) attributable to common stockholders	$ 784,198	$ (3,982,882)	$ (1,149,689)	$ (8,325,119)
Weighted average common shares outstanding - basic	18,043,791	367,280	13,907,537	225,364
Diluted net income (loss) per common share	$ 0
Weighted average common shares outstanding - diluted	1,556,057,691	367,280	13,907,537	225,364

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income (loss)	$ (1,149,653)	$ (8,324,765)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts	410,134	1,309,066
Depreciation	93,009	25,272
Amortization		50,728
Change in fair value of contingent consideration		(5,000)
Stock-based compensation	56,110	1,196,131
Gain/loss on derivative liabilities	(374,094)	4,438,979
Gain/loss on debt extinguishment	(715,867)	(1,697,242)
(Gain)/loss on impairment of intangibles		1,540,207
Changes in operating assets and liabilities:
Accounts receivable (increase/decrease)		(17,308)
Prepaid expenses and other current assets (increase/decrease)		(1)
Accounts payable, accrued liabilities and interest payable (increase/decrease)	925,607	830,836
Net cash used in operating activities	(754,754)	(653,097)
Cash flows from financing activities:
Proceeds from convertible note	523,605	522,250
Repayments on capital leases	(102,620)	(31,069)
Repayments on convertible notes	(279,660)	(20,314)
Repayments on loans	(51,175)	(20,314)
Repayment on loans payable- related party	(3,300)
Proceeds from loans payable	687,000	74,100
Proceeds from sale of Series C preferred stock		90,000
Lines of credit	(4,969)	5,389
Net cash provided by financing activities	768,881	620,042
Net increase (decrease) in cash and cash equivalents	14,127	(33,055)
Cash and cash equivalents beginning of period	88,909	16,819
Cash and cash equivalents end of period	103,036	(16,236)
Noncash Investing and Financing Activities
Common stock issued for the conversion of Series A and C preferred stock	2,634	49,659
Debt discount for derivative convertible feature	256,854	906,492
Preferred shares issued for conversion of debt and interest		30,652
Common shares issued for conversion of debt and interest	$ 297,662	$ 858,968

Note 1-Description of Business,

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Notes
Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	Note 1—DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The Company entered the pharmaceutical testing laboratory market with their acquisitions of MA & Associates, LLC which will operate pharmaceutical testing laboratories in Nevada, and Harris Lee Holdings, LLC which will operate pharmaceutical testing laboratories within other states, or license testing protocols as independently owned laboratories. These pharmaceutical testing laboratories focus on providing quality control services to the medical cannabis industry. The mission is to protect the public health by providing infrastructure and analytical services to legally-authorized cannabis producers and distributors as well as to regulators. States that have legalized cannabis are developing cannabis health and safety criteria that we will fulfill through their testing laboratories. Harris Lee Holdings, LLC, due to Colorado residency requirements, entered into an advisory agreement with Harris Lee Colorado, LLC, a related party. Harris Lee Holdings, LLC had sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for management fees for each test conducted. The Colorado MED approved the transfer of management of an existing laboratory, operating as Steep Hill Colorado, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has derived management fees from Harris Lee Colorado, LLC in the year ending December 31, 2016. However, because of the failure to transfer the MED license to Harris Lee Colorado, LLC, the Denver laboratory was closed by the end 2016. The Company does not expect to re-commence operations in Colorado in the near future. Lastly, the Company's wholly owned subsidiary, CK Distribution LLC, provides the marketing and sales agent for the distribution of non-controlled hemp products throughout the USA. Non-controlled hemp products are the items utilized by the industry that support grow facilities, infusion companies and dispensaries. On January 4, 2017 the Company's 100% wholly owned subsidiary MA & Associates received its final approval and Marijuana Testing License from the City of Las Vegas, NV and can now commence operations in Las Vegas. Further, the business consists of 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Pazoo, Inc. ("Pazoo" or the "Company") and its wholly-owned subsidiaries MA & Associates, LLC, Harris Lee Holdings, LLC and CK Distributions, LLC. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). All significant inter-company transactions and accounts have been eliminated in consolidation. In April 2017, the Company effected a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred fifty (250) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.001 ("Common Stock") into which each outstanding Preferred stock is to be exercisable decreased on a 1-for-250 basis and the exercise price of each outstanding preferred stock to purchase common stock increased proportionately resulting in no effect from the reverse stock split. The impact of this reverse stock split has been retroactively applied to the consolidated financial statements and the related notes. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as filed on April 21, 2017. Use of Estimates In accordance with GAAP the preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in the notes to the financial statements. Basic and Diluted Net Loss Per Common Share The following table sets forth the computation of basic net income per share and diluted net income per share. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income $ 784,215 $ (3,982,723 ) $ (1,149,653 ) $ (8,324,765 ) Preferred stock dividends (17 ) (159 ) (36 ) (354 ) Numerator for basic EPS — income available to common stockholders $ 784,198 $ (3,982,882 ) $ (1,149,689 ) $ (8,325,119 ) Effect of dilutive securities: Interest expense on convertible debt instruments considered dilutive $ 38,775 $ - $ - $ - Series A preferred stock dividends 17 - - - $ 38,792 $ - $ - $ - Numerator for diluted EPS — income available to common stockholders after assumed conversions $ 822,990 $ (3,982,882 ) $ (1,149,689 ) $ (8,325,119 ) Potentially Dilutive Securities Six Months Ended June 30, 2017 June 30, 2016 Convertible notes 2,070,034,657 17,334,400 Preferred series A shares & warrants 21,513,900 172,138 Preferred series B 430,000,000 1,410,000 Preferred series C 261,037,500 1,642,829 2,782,586,057 20,559,367 Common share equivalents of approximately 1,538,013,900 consisting of 825,462,500 of common share equivalents due to assumed conversion of debt and 712,551,400 of common share equivalents due to assumed conversion of preferred stock were included in the computation of diluted earnings per share for the three months ended June 30, 2017. Fair Value of Financial Instruments The Company's financial instruments consist principally of cash, derivatives, convertible debt, and accounts payable. The Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: Level 1: Level 2: Level 3: 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 as of June 30, 2017 and December 31, 2016. Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liability – June 30, 2017 $ - $ - $ 1,842,405 $ 1,842,405 Derivative liability – December 31, 2016 $ - $ - $ 2,925,627 $ 2,925,627 Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued new guidance related to how an entity should recognize lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. Accounting for leases by lessors is largely unchanged under the new guidance. The guidance is effective for us beginning in the first quarter of 2019. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the impact of adopting this guidance on our consolidated financial condition, results of operations and cash flows. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. The amendments in this ASU are effective for non-public companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning December 15, 2019. Early adoption of the amendments in the ASU is permitted as early as the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material effect on the consolidated financial position and results of operations and statements of cash flows. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. This ASU permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. The Company does not expect the adoption of this standard to have a material effect to the financial statements. "In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The Company is evaluating the impact of adopting this guidance. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is evaluating the impact of adopting this guidance. Other recent accounting pronouncements issued by the FASB did not or are not believed to have a material impact on our present or future consolidated financial statements.

Note 2-Going Concern

Note 2-Going Concern	6 Months Ended
	Jun. 30, 2017
Notes
Note 2-Going Concern	Note 2—GOING CONCERN During the six months ended June 2016 and 2017, the Company incurred net losses of $8,324,765 and $1,149,653, respectively. In addition, as of June 30, 2017, the Company had a working capital deficit of $8,501,714 as well as twelve (12) notes with past due principal balances totaling $1,031,131 and accrued default interest and associated penalties related to these instruments. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. These consolidated 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. If the Company is unable to generate sufficient cash flow or raise additional capital, it could be forced to cease operations. The Company's continuation as a going concern is dependent upon our ability to generate sufficient cash flow and raise additional capital to meet our obligations on a timely basis and ultimately attain profitability. The Company does not have sufficient capital for the next 12 months from the issuance of these financial statements. The Company's liquidity is highly dependent on its ability to obtain additional capital in the near future. The Company's failure to raise new capital would impair its ability to both continue its current operations and could result in its failure to continue to operate as a going concern. Substantial doubt about its ability to continue as a going concern may also create negative reactions to the price of the Company's common stock, and the Company may not be able to obtain additional financing in the future. The Company is currently exploring potential transactions, specifically through the filing of its Form 14C in January 2017 which will set up the characteristics of the Series D Preferred stock in anticipation of a large financial investment. If the Company is unable to raise additional capital on terms acceptable to the Company and on a timely basis, the Company will be required to downsize or wind down its operations through liquidation, bankruptcy, or a sale of its assets. In addition, to the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Company's common stock. The issuance of these securities could also result in significant dilution to some or all of the Company's stockholders, depending on the terms of the transaction. There are no assurances that the Company will be able to consummate additional capital raises.

Note 3-Fixed Assets

Note 3-Fixed Assets	6 Months Ended
	Jun. 30, 2017
Notes
Note 3-Fixed Assets	Note 3—FIXED ASSETS Fixed assets consists of the following: Fixed Assets Estimated Useful Life (in years) June 30, 2017 December 31, 2016 Cost: Equipment 3-5 $ 643,195 $ 643,195 Furniture and fixture 7 6,687 6,687 Leasehold improvements 3-5 238,620 238,620 Website 3 1,385 1,385 $ 889,887 $ 889,887 Accumulated depreciation and amortization (369,564 ) (276,555 ) Fixed Assets, Net $ 520,323 $ 613,332 Costs of assets acquired under capital leases were approximately $615,000 as of June 30, 2017 and December 31, 2016, respectively. The capital lease represents a total of three leases for testing equipment. The leases hold an interest rate of 0% and monthly payments are approximately $17,000 per month. The depreciation for the six months ended June 30, 2017 and June 30, 2016 was $93,009 and $25,272, respectively. As of June 30, 2017 and December 31, 2016, accumulated depreciation related to assets under capital lease was approximately $220,903 and $159,401, respectively. All leased equipment is collateral under the respective lease agreements. As of June 30, 2017, the Company was currently in default of these lease agreements, as scheduled payments were not made. Commencing in 2017, the Company began making payments toward the capital leases again.

Note 4-Lines of Credit

Note 4-Lines of Credit	6 Months Ended
	Jun. 30, 2017
Notes
Note 4-Lines of Credit	Note 4—LINES OF CREDIT The Company entered into a line of credit with Wells Fargo in December 2015 in the amount of $25,000. The credit line bears an interest rate of 9.75% annually, compounded daily, and there is no term on the account. There are no financial covenants and the guarantor on the account is Steve Basloe. The line of credit has been used for general operating expenses. The Company entered into a line of credit with Wells Fargo in May 2016 in the amount of $5,000. The credit line bears an interest rate of 24.24% for the first year and then 9.75% annually, compounded daily, and there is no term on the account. There are no financial covenants and the guarantor on the account is David Cunic, the Company's CEO. The credit has been used for general operating expenses. The combined lines of credit at December 31, 2016 totaled $21,039 compared to $16,070 at June 30, 2017.

Note 5-Derivative Liabilities

Note 5-Derivative Liabilities	6 Months Ended
	Jun. 30, 2017
Notes
Note 5-Derivative Liabilities	Note 5—DERIVATIVE LIABILITIES 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. Under ASC-815 the conversion options embedded in the notes payable described in Note 6 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement. The following table summarizes the changes in the derivative liabilities during six months ended June 30, 2017: Balance as of December 31, 2016 $ 2,925,627 Grant date fair value 1,283,526 Extinguished (966,432 ) Change in fair value (1,400,316 ) Balance as of June 30, 2017 $ 1,842,405 The Company uses the Black Scholes Option Pricing Model to value its convertible debt and derivative liabilities based upon the following assumptions during the six months ended June 30, 2017 and 2016: June 30, 2017 June 30, 2016 Dividend yield 0 % 0 % Expected volatility 80 % 80 % Risk-free interest rate 0.20% to 0.14 % 0.20% to 0.45 % Expected life (years) 0.11 to 0.64 0.27 to 0.61 During the six months ended June 30, 2017 and 2016, the aggregate gain/(loss) on derivative liability was $374,094 and ($4,438,979), respectively, consisting of initial derivative expense that equals the excess of the derivative liability over principal received and the change in fair value of the derivative liabilities.

Note 6-Convertible Notes

Note 6-Convertible Notes	6 Months Ended
	Jun. 30, 2017
Notes
Note 6-Convertible Notes	Note 6—CONVERTIBLE NOTES The following table summarizes the changes in the convertible notes in the year ended December 31, 2016 and the six months ending June 30, 2017: Short Term Long Term Total Balance as of January 1, 2016 - Gross $ 1,343,035 $ 992,500 $ 2,335,535 Cash additions 373,460 300,000 673,460 Interest added to notes payable 111,778 116,600 228,378 Cash payments (118,223 ) - (118,223 ) Conversions (474,777 ) - (474,777 ) Reassignments (103,400 ) 103,400 - Original issue discount 47,575 - 47,575 Total $ 1,179,448 $ 1,512,500 $ 2,691,948 Less: unamortized discount (195,827 ) (110,672 ) (306,499 ) Balance as of December 31, 2016 - Net $ 983,621 $ 1,401,828 $ 2,385,449 Add back: unamortized discount 195,827 110,672 306,499 Balance as of December 31, 2016 - Gross $ 1,179,448 $ 1,512,500 $ 2,691,948 Cash additions 523,605 - 523,605 Interest added to notes payable 23,441 - 23,441 Cash payments (282,960 ) - (282,960 ) Conversions (63,071 ) - (63,071 ) Reclassification to short-term 220,000 (220,000 ) - Original issue discount 76,347 - 76,347 Total gross balance $ 1,676,810 $ 1,292,500 $ 2,969,310 Less: unamortized discount (187,768 ) - (187,768 ) Balance as of June 30, 2017 - Net $ 1,489,042 $ 1,292,500 $ 2,781,542 Year Ended June 30, 2018 2019 2020 2021 2022 Thereafter Total Convertible notes $ 1,676,810 $ - $ - $ 350,000 $ 942,500 $ - $ 2,969,310 Short-term non-convertible notes 1,262,879 - - - - - 1,262,879 $ 2,939,689 $ - $ - $ 350,000 $ 942,500 $ - $ 4,232,189 In January 2017, the company entered into a convertible note agreement for an aggregate total of $206,379. The interest rate is 12% and the conversion terms are 50% of the average of the lowest 3 trading prices during the 20 trading days prior to conversion. The maturity date is December 2017. The proceeds from the note were used to pay off previous notes from the lender. In addition, the Company paid back the note as of June 30, 2017. In February 2017, the Company entered into a convertible note agreement for a total of $63,800. The interest rate is 10% and the conversion terms are the lower of (a) $0.009 or (b) 45% of the lowest trading price during the 30 trading days prior to conversion. The maturity date is February 2018. In March 2017, the Company entered into a convertible note agreement for a total of $33,000. The interest rate is 12% and the conversion terms are 65% of the average of the two lowest closing prices during the 15 trading days prior to conversion. The maturity date is December 2017. In May 2017, the Company entered into two convertible note agreements for a total of $78,000. The interest rates range from 8% - 12% and the conversion terms are between 35% - 50% of the average of the two lowest closing prices during the 15 trading days prior to conversion. The maturity dates are February 2018. In June 2017, the Company entered into a convertible note agreement for a total of $218,773. The interest rate is 12% and the conversion terms are 50% of the average of the two lowest closing prices during the 20 trading days prior to conversion. The maturity date is June 2018. The Company evaluated all convertible notes describe above under ASC 815 and determined that certain conversion features qualify as derivative liabilities (see Note 5). During the six months ended June 30, 2017 the Company incurred $715,867 of a gain in debt extinguishment primarily as a result of various notes converting to equity, with the corresponding derivative liability value at the date of conversion being written off to debt extinguishment as a gain, offset by the unamortized discount on the convertible debt at the time of conversion. In addition to the funds received, noteholders converted $63,071 during the six months ended June 30, 2017 into common stock exclusive of accrued interest. At June 30, 2017, a total of twelve notes with a principal balance of $1,031,131 were past due. The Company has adequately accrued all default interest and associated penalties related to these instruments. Additionally, cross default clauses exist within certain other instruments containing terms which would make the notes immediately due and payable, however no cross default clauses have been triggered as of yet.

Note 7-Loans Payable

Note 7-Loans Payable	6 Months Ended
	Jun. 30, 2017
Notes
Note 7-Loans Payable	Note 7—LOANS PAYABLE Short Term Long Term Total Balance as of January 1, 2016 $ 203,000 $ - $ 203,000 Cash additions 447,100 - 447,100 Interest added to notes payable 22,717 - 22,717 Cash payments (57,016 ) - (57,016 ) Balance as of December 31, 2016 $ 615,801 $ - $ 615,801 Cash additions 687,000 - 687,000 Interest added to notes payable 11,253 - 11,253 Cash payments (51,175 ) - (51,175 ) Balance as of June 30, 2017 $ 1,262,879 $ - $ 1,262,879 The Company received $687,000 of new cash additions in the six months ended June 30, 2017. Cash payments consisted of $51,175. Interest added to the note payables in the six months ended June 30, 2017 totaled $11,253. The interest rate on the loans are 8%. These additions coincide as an advance on the 14C filing for the Preferred Series D Shares.

Note 8-Stockholders' Equity (de

Note 8-Stockholders' Equity (deficit)	6 Months Ended
	Jun. 30, 2017
Notes
Note 8-Stockholders' Equity (deficit)	Note 8—STOCKHOLDERS' EQUITY (DEFICIT) Common Stock Split In 2017, the Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250) shares of outstanding common stock decreases to one (1) share of common stock. The current Reverse Stock Split went effective on April 26, 2017. All shares and per share amounts have been retroactively restated for all periods presented. Preferred Stock In January 2017, the Company filed a Form 14-C Information Statement advising all shareholders of the Company that the Board of Directors, as ratified by the majority of the votes of equity holders in late April 2017, approved of a reverse stock split (at a ratio of 250:1) and setting forth the proposed terms and characteristics of the Series D Preferred Stock. The Series D Preferred Stock will carry a 5% annual dividend, will have no voting rights prior to conversion, and will convert into common stock at a ratio which will be determined by the amount of debt to be retired, and new money to be invested, and the then outstanding common stock of the Company on a fully diluted basis (See, the filed Form 14C for more details) The purpose of reconstituting the characteristics of the Series D Preferred Stock is to have the ability to consummate the contemplated sale of the Company's Series D Preferred Stock as set forth in the Form 14C. If, and when, the agreement has been finalized for the sale of the Series D Preferred Stock, the characteristics of the Series D Preferred Stock will be set forth in a Certificate of Designations to be filed with the Secretary of State of the State of Nevada. If the characteristics are substantively different than as previously approved by the Board of Directors, and ratified by the majority of the votes of equity holders, new approval will be sought. The proposed terms of the agreement are to be 80% of the common stock on a fully diluted basis. The conversion rates for all of the Preferred Series of Stock are not affected by the reverse stock split, effected in April 2017. Series A During 2017, 75 shares of Series A Preferred stock were issued for dividends. In 2017, a total of 15,337 Series A Preferred stock was converted into 1,533,700 of common stock by Series A Preferred shareholders. Series B In 2017, the Company issued an aggregate of 387,500 Series B Preferred Stock, valued at approximately $56,000, to Board Members as compensation in connection with MA and Associates, LLC receiving its license to operate. Series C In 2017, a total of 11,000 Series C Preferred stock was converted into 1,100,000 of common stock by Series C Preferred shareholders. Series D&E In 2017, there have been no issuances or sales of Series D Preferred Stock or Series E Preferred Stock as the Certificate of Designation has not been filed as it depends on the 14C Filing offering the Preferred D Series Stock. Common Stock During the six months ended, June 30, 2017, the Company issued an aggregate of 22,014,717 common shares in connection with conversion of debt and interest valued at $297,662.

Note 9-Related Party Transactio

Note 9-Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Notes
Note 9-Related Party Transactions	Note 9—RELATED PARTY TRANSACTIONS In July 2013, the Company entered into a consulting agreement with an affiliate of Mr. Basloe, a board member of the Company. The agreement provides for consulting on marketing-related services for the Company. Amounts incurred under this agreement for the six months ended June 30, 2017 and 2016, totaled $20,500 and $6,500, respectively. In 2016, the Company managed Harris Lee Colorado, LLC, an existing lab in Denver, Colorado, after receiving approval from the Colorado Marijuana Enforcement Division in February of 2016. Harris Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for a management fee for each test conducted. The Colorado MED has recently approved the transfer of management of an existing laboratory, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has begun to derive management fees from Harris Lee Colorado, LLC. The revenue derived from these management fees for the six months ended June 30, 2017 and 2016 are $0 and $18,596. The laboratory closed during 2016 and the Company does not have plans to re-open in the near future. In August 2016, Pazoo, Inc. entered into a loan agreement with David Cunic, Company CEO, and totaling $5,000. The note has an interest rate of 0.70% and the maturity date is August 2018. As of June 2017, $0 remains outstanding. In September 2016, Pazoo, Inc. entered into a loan agreement with Steve Basloe, Company President, and totaling $2,500. The note has an interest rate of 0.70% and the maturity date is September 2018. As of June 2017, $2,500 remains outstanding.

Note 10-Commitments and Conting

Note 10-Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Notes
Note 10-Commitments and Contingencies	Note 10—COMMITMENTS AND CONTINGENCIES On March 10, 2015, Harris Lee signed a 9-year licensing agreement with Steep Hill Labs, LLC, with options to renew for an additional 9 years. The purpose of the agreement is to take the Steep Hill licensing to additional states to test medical marijuana above and beyond the State of Nevada, namely Oregon and Colorado. Under the license agreement for the first two states (Oregon and Colorado), if certain gross revenue thresholds are met, the Company is obligated to pay an additional $250,000. In addition, the Company is obligated to pay certain royalties over the life of the license agreement to Steep Hill Labs, Inc, based on the greater of the number of tests ($5 dollars a test) or an escalating royalty rate (7% to 15%) of the initial purchase price. The Company has the option to enter into additional states with similar commitments and royalties. In June 2016, the Company, due to the uncertainties surrounding the license agreement with Steep Hill, impaired 100% of the value of the Steep Hill Labs licenses due to the purported unsubstantiated termination of the license agreements in June 2016 between Steep Hill Labs and MA & Associates, LLC and Harris Lee, LLC respectively. In 2015, MA and Associates, LLC entered into various capital lease agreements to finance fixed asset purchases for approximately $615,000. Total monthly payments over the 36 month terms are approximately $17,000. The Company's subsidiary MA and Associates, LLC rents space in Nevada with a 60 month term ending in May of 2019, with monthly rent expense of $2,242. The Company rents office space in New Jersey with a term ending on May of 2018 and monthly payments of approximately $700. As of June 30, 2017 the Company was still obligated to pay the remaining portion under the original 2014 40% investment agreement with MA and Associates, LLC, consisting of $678,000 of cash and 50,000 shares of Series C Preferred Stock (valued at $35,000 as of June 30, 2017), totaling $713,581 and included in contingent consideration liability on the accompanying consolidated balance sheet and will be issued in the future after the testing laboratory is operational. On or about April 21, 2017, Eri Eveland filed a Complaint in District Court of Denver County Colorado against Harris Lee Colorado, LLC, Harris Lee Holdings, LLC and Pazoo Inc. Ms. Eveland is a former employee of Harris Lee Colorado, LLC and is claiming less than $15,000 in unpaid salary/wages. Inasmuch as Ms. Eveland was not an employee of Harris Lee Holdings, LLC nor Pazoo, Inc., her claims against the Company are derivative in nature and based on theories of corporate alter ego. The Company disputes any liability. As of the date of this report, neither Harris Lee Holdings, LLC nor Pazoo, Inc. have been served with the Complaint. The Company feels it has many valid defenses to this action and, once served, will seek to have the Complaint summarily dismissed as to the Company. On or about June 21, 2017 the Company received a Subpoena from the United States District Court for the District of New Jersey seeking documents in aid of certain legal actions (civil and criminal) surrounding the sale of the Company's stock in 2012-2013. The Company has complied with the Subpoena and has provided the requested documents. Neither the Company nor any of its officers and/or directors have been named as defendants in either the civil or criminal matter.

Note 11-Subsequent Events

Note 11-Subsequent Events	6 Months Ended
	Jun. 30, 2017
Notes
Note 11-Subsequent Events	Note 11—SUBSEQUENT EVENTS The company issued an aggregate of 49,465,178 common shares for conversion of debt and for the settlement of other liabilities valued at a total of $38,857.

Note 1-Description of Busines17

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Description of Business (Policies)	6 Months Ended
	Jun. 30, 2017
Policies
Description of Business	Description of Business The Company entered the pharmaceutical testing laboratory market with their acquisitions of MA & Associates, LLC which will operate pharmaceutical testing laboratories in Nevada, and Harris Lee Holdings, LLC which will operate pharmaceutical testing laboratories within other states, or license testing protocols as independently owned laboratories. These pharmaceutical testing laboratories focus on providing quality control services to the medical cannabis industry. The mission is to protect the public health by providing infrastructure and analytical services to legally-authorized cannabis producers and distributors as well as to regulators. States that have legalized cannabis are developing cannabis health and safety criteria that we will fulfill through their testing laboratories. Harris Lee Holdings, LLC, due to Colorado residency requirements, entered into an advisory agreement with Harris Lee Colorado, LLC, a related party. Harris Lee Holdings, LLC had sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for management fees for each test conducted. The Colorado MED approved the transfer of management of an existing laboratory, operating as Steep Hill Colorado, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has derived management fees from Harris Lee Colorado, LLC in the year ending December 31, 2016. However, because of the failure to transfer the MED license to Harris Lee Colorado, LLC, the Denver laboratory was closed by the end 2016. The Company does not expect to re-commence operations in Colorado in the near future. Lastly, the Company's wholly owned subsidiary, CK Distribution LLC, provides the marketing and sales agent for the distribution of non-controlled hemp products throughout the USA. Non-controlled hemp products are the items utilized by the industry that support grow facilities, infusion companies and dispensaries. On January 4, 2017 the Company's 100% wholly owned subsidiary MA & Associates received its final approval and Marijuana Testing License from the City of Las Vegas, NV and can now commence operations in Las Vegas. Further, the business consists of 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 1-Description of Busines18

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2017
Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Pazoo, Inc. ("Pazoo" or the "Company") and its wholly-owned subsidiaries MA & Associates, LLC, Harris Lee Holdings, LLC and CK Distributions, LLC. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). All significant inter-company transactions and accounts have been eliminated in consolidation. In April 2017, the Company effected a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred fifty (250) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.001 ("Common Stock") into which each outstanding Preferred stock is to be exercisable decreased on a 1-for-250 basis and the exercise price of each outstanding preferred stock to purchase common stock increased proportionately resulting in no effect from the reverse stock split. The impact of this reverse stock split has been retroactively applied to the consolidated financial statements and the related notes. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as filed on April 21, 2017.

Note 1-Description of Busines19

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Use of Estimates (Policies)	6 Months Ended
	Jun. 30, 2017
Policies
Use of Estimates	Use of Estimates In accordance with GAAP the preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in the notes to the financial statements.

Note 1-Description of Busines20

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Basic and Diluted Net Loss Per Common Share (Policies)	6 Months Ended
	Jun. 30, 2017
Policies
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss Per Common Share The following table sets forth the computation of basic net income per share and diluted net income per share. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income $ 784,215 $ (3,982,723 ) $ (1,149,653 ) $ (8,324,765 ) Preferred stock dividends (17 ) (159 ) (36 ) (354 ) Numerator for basic EPS — income available to common stockholders $ 784,198 $ (3,982,882 ) $ (1,149,689 ) $ (8,325,119 ) Effect of dilutive securities: Interest expense on convertible debt instruments considered dilutive $ 38,775 $ - $ - $ - Series A preferred stock dividends 17 - - - $ 38,792 $ - $ - $ - Numerator for diluted EPS — income available to common stockholders after assumed conversions $ 822,990 $ (3,982,882 ) $ (1,149,689 ) $ (8,325,119 ) Potentially Dilutive Securities Six Months Ended June 30, 2017 June 30, 2016 Convertible notes 2,070,034,657 17,334,400 Preferred series A shares & warrants 21,513,900 172,138 Preferred series B 430,000,000 1,410,000 Preferred series C 261,037,500 1,642,829 2,782,586,057 20,559,367 Common share equivalents of approximately 1,538,013,900 consisting of 825,462,500 of common share equivalents due to assumed conversion of debt and 712,551,400 of common share equivalents due to assumed conversion of preferred stock were included in the computation of diluted earnings per share for the three months ended June 30, 2017.

Note 1-Description of Busines21

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	6 Months Ended
	Jun. 30, 2017
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company's financial instruments consist principally of cash, derivatives, convertible debt, and accounts payable. The Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: Level 1: Level 2: Level 3: 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 as of June 30, 2017 and December 31, 2016. Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liability – June 30, 2017 $ - $ - $ 1,842,405 $ 1,842,405 Derivative liability – December 31, 2016 $ - $ - $ 2,925,627 $ 2,925,627

Note 1-Description of Busines22

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	6 Months Ended
	Jun. 30, 2017
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued new guidance related to how an entity should recognize lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. Accounting for leases by lessors is largely unchanged under the new guidance. The guidance is effective for us beginning in the first quarter of 2019. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the impact of adopting this guidance on our consolidated financial condition, results of operations and cash flows. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. The amendments in this ASU are effective for non-public companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning December 15, 2019. Early adoption of the amendments in the ASU is permitted as early as the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material effect on the consolidated financial position and results of operations and statements of cash flows. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. This ASU permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. The Company does not expect the adoption of this standard to have a material effect to the financial statements. "In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The Company is evaluating the impact of adopting this guidance. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is evaluating the impact of adopting this guidance. Other recent accounting pronouncements issued by the FASB did not or are not believed to have a material impact on our present or future consolidated financial statements.

Note 1-Description of Busines23

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Basic and Diluted Net Loss Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income $ 784,215 $ (3,982,723 ) $ (1,149,653 ) $ (8,324,765 ) Preferred stock dividends (17 ) (159 ) (36 ) (354 ) Numerator for basic EPS — income available to common stockholders $ 784,198 $ (3,982,882 ) $ (1,149,689 ) $ (8,325,119 ) Effect of dilutive securities: Interest expense on convertible debt instruments considered dilutive $ 38,775 $ - $ - $ - Series A preferred stock dividends 17 - - - $ 38,792 $ - $ - $ - Numerator for diluted EPS — income available to common stockholders after assumed conversions $ 822,990 $ (3,982,882 ) $ (1,149,689 ) $ (8,325,119 )

Note 1-Description of Busines24

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Basic and Diluted Net Loss Per Common Share: Schedule of Earnings Per Share, Diluted, by Common Class (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Schedule of Earnings Per Share, Diluted, by Common Class	Potentially Dilutive Securities Six Months Ended June 30, 2017 June 30, 2016 Convertible notes 2,070,034,657 17,334,400 Preferred series A shares & warrants 21,513,900 172,138 Preferred series B 430,000,000 1,410,000 Preferred series C 261,037,500 1,642,829 2,782,586,057 20,559,367

Note 1-Description of Busines25

Note 1-Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	6 Months Ended
	Jun. 30, 2017
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 – June 30, 2017 $ - $ - $ 1,842,405 $ 1,842,405 Derivative liability – December 31, 2016 $ - $ - $ 2,925,627 $ 2,925,627

Note 3-Fixed Assets_ Property,

Note 3-Fixed Assets: Property, Plant and Equipment (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Property, Plant and Equipment	Fixed Assets Estimated Useful Life (in years) June 30, 2017 December 31, 2016 Cost: Equipment 3-5 $ 643,195 $ 643,195 Furniture and fixture 7 6,687 6,687 Leasehold improvements 3-5 238,620 238,620 Website 3 1,385 1,385 $ 889,887 $ 889,887 Accumulated depreciation and amortization (369,564 ) (276,555 ) Fixed Assets, Net $ 520,323 $ 613,332

Note 5-Derivative Liabilities_

Note 5-Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Schedule of Derivative Liabilities at Fair Value	Balance as of December 31, 2016 $ 2,925,627 Grant date fair value 1,283,526 Extinguished (966,432 ) Change in fair value (1,400,316 ) Balance as of June 30, 2017 $ 1,842,405

Note 5-Derivative Liabilities28

Note 5-Derivative Liabilities: Schedule of Assumptions Used (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Schedule of Assumptions Used	June 30, 2017 June 30, 2016 Dividend yield 0 % 0 % Expected volatility 80 % 80 % Risk-free interest rate 0.20% to 0.14 % 0.20% to 0.45 % Expected life (years) 0.11 to 0.64 0.27 to 0.61

Note 6-Convertible Notes_ Conve

Note 6-Convertible Notes: Convertible Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Convertible Debt	Short Term Long Term Total Balance as of January 1, 2016 - Gross $ 1,343,035 $ 992,500 $ 2,335,535 Cash additions 373,460 300,000 673,460 Interest added to notes payable 111,778 116,600 228,378 Cash payments (118,223 ) - (118,223 ) Conversions (474,777 ) - (474,777 ) Reassignments (103,400 ) 103,400 - Original issue discount 47,575 - 47,575 Total $ 1,179,448 $ 1,512,500 $ 2,691,948 Less: unamortized discount (195,827 ) (110,672 ) (306,499 ) Balance as of December 31, 2016 - Net $ 983,621 $ 1,401,828 $ 2,385,449 Add back: unamortized discount 195,827 110,672 306,499 Balance as of December 31, 2016 - Gross $ 1,179,448 $ 1,512,500 $ 2,691,948 Cash additions 523,605 - 523,605 Interest added to notes payable 23,441 - 23,441 Cash payments (282,960 ) - (282,960 ) Conversions (63,071 ) - (63,071 ) Reclassification to short-term 220,000 (220,000 ) - Original issue discount 76,347 - 76,347 Total gross balance $ 1,676,810 $ 1,292,500 $ 2,969,310 Less: unamortized discount (187,768 ) - (187,768 ) Balance as of June 30, 2017 - Net $ 1,489,042 $ 1,292,500 $ 2,781,542

Note 6-Convertible Notes_ Sched

Note 6-Convertible Notes: Schedule of Maturities of Long-term Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Schedule of Maturities of Long-term Debt	Year Ended June 30, 2018 2019 2020 2021 2022 Thereafter Total Convertible notes $ 1,676,810 $ - $ - $ 350,000 $ 942,500 $ - $ 2,969,310 Short-term non-convertible notes 1,262,879 - - - - - 1,262,879 $ 2,939,689 $ - $ - $ 350,000 $ 942,500 $ - $ 4,232,189

Note 7-Loans Payable_ Schedule

Note 7-Loans Payable: Schedule of Accounts Payable and Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Tables/Schedules
Schedule of Accounts Payable and Accrued Liabilities	Short Term Long Term Total Balance as of January 1, 2016 $ 203,000 $ - $ 203,000 Cash additions 447,100 - 447,100 Interest added to notes payable 22,717 - 22,717 Cash payments (57,016 ) - (57,016 ) Balance as of December 31, 2016 $ 615,801 $ - $ 615,801 Cash additions 687,000 - 687,000 Interest added to notes payable 11,253 - 11,253 Cash payments (51,175 ) - (51,175 ) Balance as of June 30, 2017 $ 1,262,879 $ - $ 1,262,879

Note 2-Going Concern (Details)

Note 2-Going Concern (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Details
Net income (loss)	$ (784,215)	$ 3,982,723	$ 1,149,653	$ 8,324,765
Capital	$ 8,501,714		$ 8,501,714

Note 3-Fixed Assets (Details)

Note 3-Fixed Assets (Details) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Details
Capital Lease Obligations, Current	$ 615,000
Depreciation	93,009	$ 25,272
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 220,903		$ 159,401

Note 4-Lines of Credit (Details

Note 4-Lines of Credit (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Details
Long-term Line of Credit	$ 16,070	$ 21,039

Note 5-Derivative Liabilities (

Note 5-Derivative Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Details
Gain/loss on derivative liabilities	$ 1,278,503	$ (2,032,218)	$ 374,094	$ (4,438,979)

Note 6-Convertible Notes (Detai

Note 6-Convertible Notes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Details
Gain/loss on debt extinguishment	$ 429,601	$ 1,764,236	$ 715,867	$ 1,697,242

Note 7-Loans Payable (Details)

Note 7-Loans Payable (Details) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Details
Proceeds from loans payable	$ 687,000	$ 74,100
Repayments on loans	$ 51,175	$ 20,314

Note 9-Related Party Transact38

Note 9-Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Details
Marketing Expense	$ 20,500	$ 6,500
Management Fees Revenue	0	$ 18,596
Notes Payable, Current	$ 2,500

Note 10-Commitments and Conti39

Note 10-Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Details
Contingent consideration liabilities	$ 713,581	$ 713,581