Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Pazoo, Inc. | Financial_Report.xls |
| EX-31.1 - PAZOO 10Q, CERTIFICATION 302, CEO - Pazoo, Inc. | pazooexh31_1.htm |
| EX-31.2 - PAZOO 10Q, CERTIFICATION 302, CFO - Pazoo, Inc. | pazooexh31_2.htm |
| EX-32.2 - PAZOO 10Q, CERTIFICATION 906, CFO - Pazoo, Inc. | pazooexh32_2.htm |
| EX-32.1 - PAZOO 10Q, CERTIFICATION 906, CEO - Pazoo, Inc. | pazooexh32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-Q
_____________
x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2013
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File No. 333-178037
PAZOO, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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27-3984713
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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15A Saddle Road
Cedar Knolls, NJ
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07927
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(Address of Principal Executive Offices)
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(Zip Code)
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(973) 455-0970
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o (Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
97,059,500 shares of common stock, par value $0.001 per share, outstanding as of October 31, 2013.
Pazoo, Inc.
Form 10-Q
Table of Contents
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Page
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Part I – FINANCIAL INFORMATION
Item 1 Financial Statements
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PAZOO, INC.
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||||||||
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BALANCE SHEETS
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(Unaudited)
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||||||||
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September 30,
2013
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December 31,
2012
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|||||||
| ASSETS | ||||||||
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Current assets:
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Cash and cash equivalents
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$ | 5,060 | $ | 130,556 | ||||
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Accounts receivable
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9,734 | - | ||||||
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Accounts receivable from related party, net of allowance $13,300
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32,000 | 45,060 | ||||||
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Inventories
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4,196 | 3,536 | ||||||
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Prepaid expenses
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2,765 | 6,808 | ||||||
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Total current assets
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53,755 | 185,960 | ||||||
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Total assets
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$ | 53,755 | $ | 185,960 | ||||
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
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Current liabilities:
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Accounts payable and accrued liabilities
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$ | 67,337 | $ | 22,491 | ||||
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Loans payable to related party
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9,000 | 18,302 | ||||||
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Total current liabilities
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76,337 | 40,793 | ||||||
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Stockholders' (deficit) equity:
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Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized, 6,940,894 and 5,542,814 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
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6,941 | 5,543 | ||||||
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Series B preferred stock, $0.001 par value, 2,500,000 shares authorized, 1,187,500 and 1,375,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
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1,187 | 1,375 | ||||||
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Series C preferred stock, $0.001 par value, 7,500,000 shares authorized, no shares issued and outstanding
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- | - | ||||||
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Common stock, $0.001 par value; 980,000,000 shares authorized, 92,309,500 and 72,142,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
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92,310 | 72,142 | ||||||
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Additional paid-in capital
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2,050,512 | 1,862,082 | ||||||
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Accumulated deficit
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(2,173,532 | ) | (1,795,975 | ) | ||||
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Total stockholders' (deficit) equity
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(22,582 | ) | 145,167 | |||||
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Total liabilities and stockholders' (deficit) equity
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$ | 53,755 | $ | 185,960 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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PAZOO, INC.
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STATEMENTS OF OPERATIONS
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(Unaudited)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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|||||||||||||||
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2013
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2012
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2013
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2012
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Revenues:
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Service revenue
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$ | - | $ | 45,000 | $ | - | $ | 90,000 | ||||||||
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Advertising sales
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16,052 | - | 21,517 | - | ||||||||||||
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Merchandise sales
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867 | 4,497 | 9,503 | 10,806 | ||||||||||||
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Total revenues
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16,919 | 49,497 | 31,020 | 100,806 | ||||||||||||
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Cost of goods sold
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Merchandise sales
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690 | 4,262 | 8,369 | 11,225 | ||||||||||||
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Total cost of goods sold
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690 | 4,262 | 8,369 | 11,225 | ||||||||||||
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Gross profit
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16,229 | 45,235 | 22,651 | 89,581 | ||||||||||||
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Operating expenses:
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Selling, general and administrative expenses
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110,152 | 647,249 | 269,024 | 719,520 | ||||||||||||
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Business advisory
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- | - | - | 35,000 | ||||||||||||
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Professional fees
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24,478 | 438,459 | 83,937 | 490,077 | ||||||||||||
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Equipment
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- | - | 961 | 910 | ||||||||||||
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Website setup
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19,171 | 33,643 | 46,261 | 60,358 | ||||||||||||
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Total operating expenses
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153,801 | 1,119,351 | 400,183 | 1,305,865 | ||||||||||||
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Loss from operations
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(137,572 | ) | (1,074,116 | ) | (377,532 | ) | (1,216,284 | ) | ||||||||
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Other expenses:
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Interest expense
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- | (15 | ) | (25 | ) | (45 | ) | |||||||||
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Net loss
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(137,572 | ) | (1,074,131 | ) | (377,557 | ) | (1,216,329 | ) | ||||||||
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Series A preferred stock dividend
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(27,134 | ) | (33,058 | ) | (68,755 | ) | (79,185 | ) | ||||||||
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Net loss attributable to common stockholders
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$ | (164,706 | ) | $ | (1,107,189 | ) | $ | (446,312 | ) | $ | (1,295,514 | ) | ||||
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Net loss per common share – basic and diluted
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$ | (0.00 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
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Weighted average common shares outstanding - basic and diluted
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88,491,647 | 69,389,690 | 81,549,436 | 57,524,144 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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PAZOO, INC.
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STATEMENT OF CASH FLOWS
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(Unaudited)
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Nine Months Ended
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September 30,
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2013
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2012
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Cash flows from operating activities:
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Net loss
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$ | (377,557 | ) | $ | (1,216,329 | ) | ||
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
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Common stock issued for services
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72,885 | 2,053,674 | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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3,326 | (43,360 | ) | |||||
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Inventories
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2,612 | (2,063 | ) | |||||
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Prepaid expenses and other current assets
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771 | (568,176 | ) | |||||
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Accounts payable and accrued liabilities
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56,467 | 25,756 | ||||||
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Net cash (used in) provided by operating activities
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(241,496 | ) | 249,502 | |||||
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Cash flows from financing activities:
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Issuance of preferred stock for cash
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82,500 | - | ||||||
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Borrowings on related party debt
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33,500 | - | ||||||
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Net cash provided by financing activities
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116,000 | - | ||||||
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Net change in cash and cash equivalents
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(125,496 | ) | 249,502 | |||||
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Cash and cash equivalents beginning of period
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130,556 | 3,022 | ||||||
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Cash and cash equivalents end of period
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$ | 5,060 | $ | 252,524 | ||||
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Supplemental Disclosure of Cash Flow Information:
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Cash paid for interest
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$ | - | $ | - | ||||
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Cash paid for income taxes
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- | - | ||||||
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Noncash Investing and Financing Activities:
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Common stock issued for the conversion of Series A preferred stock
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$ | 20,250 | $ | 80,500 | ||||
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Preferred stock dividend
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- | 4,765 | ||||||
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Cancellation of preferred stock
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188 | - | ||||||
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Preferred stock and common stock warrants issued for related party debt
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54,423 | 1,130,000 | ||||||
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Cancellation of common stock
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2,000 | - | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
Pazoo, Inc.
Notes to the Unaudited Financial Statements
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 2012 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 2012 financial statements have been omitted.
Description of Business
Pazoo, Inc. (the “Company”) was originally incorporated in Nevada as IUCSS, Inc., with our operating headquarters in Cedar Knolls, New Jersey as a leading health and wellness social community to provide information, services, and online products for improvement of everyday living through our website. We changed our name on May 9, 2011 to take advantage of unique branding and website opportunities in the health improvement field. The Company has devoted substantially all of its efforts to business planning and development, as well as allocating a substantial portion of its time and resources in bringing unique product offerings to the market. The Company began commercial operations during 2012.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Note 2—GOING CONCERN
From inception of November 16, 2010 through September 30, 2013, the Company incurred net losses of $2,173,532 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, increasing advertising revenue, adding valuable expert advice and increasing online product selection. 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 3—STOCKHOLDERS’ EQUITY
Common Stock
During the nine months ended September 30, 2013, 2,025,000 Series A Preferred shares were converted into 20,250,000 common shares.
During the nine months ended September 30, 2013, we issued an aggregate of 1,917,500 common shares for services performed valued at $72,885. This included shares issued to individuals who are affiliated with the “Our Experts” section of our Company website. Experts have signed contract to provide services which includes a certain number of shares issued upon signing and further shares earned over the first year of the contract. During the nine months ended September 30, 2013, an aggregate of $72,885 was expensed under these “Expert” contracts. As of September 30, 2013, there were 2,365,000 common shares that will be earned through 2014 of which $40,946 remains to be expensed.
During the nine months ended September 30, 2013, 2,000,000 common shares previously issued to Gotham Capital for services were returned to the Company and cancelled.
Preferred Stock
Pazoo, Inc. entered into a new Investment Agreement with ICPI whereby up to $250,000 will be invested into Pazoo through the sale of units of Series A Preferred shares and Series A preferred warrants to be used for the furtherance of the business and the financial improvement of Pazoo. During the nine months ended September 30, 2013, we issued 2,062,500 Series A Preferred Shares and 2,062,500 Series A preferred share warrants to ICPI at $0.04 per unit for cash of $82,500 and we issued 1,360,580 Series A preferred shares and 1,360,580 Series A preferred warrants for the conversion of related party debt totaling $54,423. The Series A preferred stock warrants are exercisable at $0.05 per share for 5 years.
During the nine months ended September 30, 2013, 187,500 shares of Series B preferred stock were returned to the Company and cancelled.
Warrants
The following table presents the Series A preferred stock warrant activity during the nine months ended September 30, 2013:
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Warrants
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Weighted Average Exercise Price
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Outstanding - December 31, 2012
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2,000,000 | $ | 0.75 | |||||
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Granted
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3,423,080 | 0.05 | ||||||
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Forfeited/Canceled
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- | - | ||||||
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Exercised
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- | - | ||||||
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Outstanding - September 30, 2013
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5,423,080 | 0.31 | ||||||
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Exercisable- September 30, 2013
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5,423,080 | $ | 0.31 | |||||
The weighted average remaining life of the outstanding Series A preferred stock warrants as of September 30, 2013 and December 31, 2012 was 3.67 and 2.54 years, respectively.
On January 23, 2013, Pazoo modified the exercise price of 600,000 warrants previously sold for cash along with shares of Series A preferred stock in January 2012. The exercise price was modified from $0.05 to $0.03.
The following table presents the common stock warrant activity during the nine months ended September 30, 2013:
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Warrants
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Weighted
Average
Exercise Price
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Outstanding - December 31, 2012
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7,000,000 | $ | 0.04 | |||||
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Granted
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- | - | ||||||
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Forfeited/Canceled
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2,000,000 | 0.05 | ||||||
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Exercised
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- | - | ||||||
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Outstanding - September 30, 2013
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5,000,000 | 0.05 | ||||||
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Exercisable- September 30, 2013
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5,000,000 | $ | 0.05 | |||||
The weighted average remaining life of the outstanding common stock warrants as of September 30, 2013 and December 31, 2012 was 1.52 and 2.55 years, respectively.
Note 4—RELATED PARTY TRANSACTIONS
David Cunic has an equity ownership interest in Pazoo and is a Board Member and the CEO of Pazoo. He is also an owner of DMC Athletics & Rehabilitation, Inc. (“DMC”). In April 2012 Pazoo entered into a consulting agreement with DMC. Due to the effects of Hurricane Sandy, DMC was no longer in a position to continue to perform the under the consulting agreement, and the parties mutually agreed to terminate the consulting agreement in November 2012. The Company generated $105,000 in revenues pursuant to this agreement during 2012. Of this amount, $45,300 is still outstanding in accounts receivable and $13,300 is recorded in allowance for doubtful accounts as of September 30, 2013.
Steve Basloe has an equity ownership interest in Pazoo and is the Chairman of the Board and the President of Pazoo. He is also the owner of SMB Marketing. SMB Marketing signed a consulting agreement with Pazoo in September 2013 to create strategy and execute against this plan to roll out the design and production of Pazoo.com and the content for Pazoo.com. The agreement is for a term of two years and requires weekly compensation on $1,000. During the nine months ended September 30, 2013, he received $3,000 in relation to this agreement.
The Company has outstanding notes payable to Integrated Capital Partners, Inc. (ICPI) who is a Series A Preferred stockholder. The notes are secured by the assets of the Company, have interest rates between 0.16% and 0.56%, and are due on demand. As of September 30, 2013 and December 31, 2012, the outstanding principal balance under these notes was $9,000 and $18,302, respectively.
Note 5—SUBSEQUENT EVENTS
In October 2013, we issued 362,500 Series A preferred shares and 362,500 Series A preferred warrants to ICPI at a price of $0.04 per share for $14,500 pursuant to the Investment Agreement dated May 31, 2013. The Series A preferred stock warrants exercisable at $0.05 per share for 5 years.
Also, in October 2013, ICPI converted 450,000 shares of Series A convertible preferred stock into 4,500,000 shares of common stock.
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this Quarterly Report that are not statements of historical facts are forward-looking statements, which involve risks and uncertainties. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from those indicated in the forward-looking statements as a result of the factors set forth elsewhere in this Quarterly Report on Form 10-Q, including under “Risk Factors.” You should read the following discussion and analysis together with our unaudited financial statements for the periods specified and the related notes included herein. Further reference should be made to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission.
This Quarterly Report on Form 10-Q contains terminology referring to Pazoo, Inc., such as “us,” “our,” and “the Company.”
Management intends the following discussion to assist in the understanding of our financial position and our results of operations for the nine months ended September 30, 2013 and September 30, 2012,
Overview
We were incorporated as a C-Corporation in the State of Nevada as IUCSS, Inc. on November 16, 2010 and we established a fiscal year end of December 31. On May 9, 2011, we changed our name to Pazoo, Inc. to take advantage of unique branding and website opportunities. We are a health and wellness social community that has developed its website (www.pazoo.com) to provide information, services, and online products for improvement of everyday living. Our mission is to deliver healthy cost-effective nutritional products through relationships with leading manufacturers in the health improvement industry. Pazoo.com’s mission is to be 1) a leading social community offering best-in-class health and wellness products for both people and pets; and 2) an important resource for consumers and professionals with diverse information about health and wellness. In the the 2nd quarter of 2013 we introduced advertising revenue to our website through relationships with leading technology companies to help maximize our web traffic and increase our pay-per-click (PPC) flowthrough.
Sources of Revenue
With a team of health and wellness experts and other supportive professionals, Pazoo.com is committed to making an impact on its visitors’ health and wellness while producing profit with revenue streams coming from a variety of business initiatives. We have expanded our business plan to generate revenue through five main sources: 1-website (Pazoo.com), 2-direct response (Pazoo Direct), 3-retail (Pazoo Retail), 4-consulting (Pazoo Wellness), and 5-advertising (Pazoo Advertising). Since November 16, 2010 (our inception) to the period ended September 30, 2013 (the date of the accompanying financial statements) we have generated $152,451 in total revenues, and we have a cumulative net loss of $2,173,532. Total revenue is comprised of $105,000 in service revenues, $25,934 in merchandise revenues, and $21,517 in advertising revenues. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
Critical Accounting Policy and Estimates
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. On an on-going 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 or conditions.
Results of Operations
Comparison of the three months ended September 30, 2013 to the three months ended September 30, 2012
Net Sales. We had net sales of $16,919 and $49,497 in the three months ended September 30, 2013 and September 30, 2012, respectively. The revenue decrease was attributable to the absence of service revenue from a related party in 2013 compared to 2012. A Consulting Advisory Agreement with DMC Athletics & Rehabilitation was terminated in November 2012.
Cost of Goods Sold. We had cost of goods sold of $690 and $4,262 in the three months ended September 30, 2013 and September 30, 2012, respectively. The decrease in 2013 was directly attributable to an increase in advertising sales and a decrease of retail sales with lower gross margins in 2012.
Operating Expenses. Operating expenses consisted primarily of selling, general and administrative expenses, professional fees, and website setup fees. Total operating expenses decreased 86% to $153,801 for the three month period ended September 30, 2013 from $1,119,351 for the three month period ended September 30, 2012. The components of operating expenses are detailed below.
Selling, General and Administrative decreased 83% to $110,152 from $647,249, in 2013 versus 2012 which was mainly comprised of stock compensation, pay per click (PPC), and marketing & advertising. We incurred stock compensation expenses of $22,065 in the three month period ended September 30, 2013 compared to $0 for the three month period ended September 30, 2012. PPC expenses increased to $22,424 from $0.00 in the three month period ended September 30, 2012. Marketing & advertising expenses increased to $44,049 from $13,365 in the three month period ended September 30, 2012.
Professional fees decreased 94% to $24,478 from $438,459 in 2013 versus 2012. The decrease in professional fees was comprised attributed to a reduction in investor relations fees in 2013 compared to the same period ended in 2012. Investor relations fees decreased to $2,394 from $398,915 in the three month period ended September 30, 2013 versus the three month period ended September 30, 2012.
Website setup fees decreased 43% to $19,171 from $33,643 due to lower QA consultant and data entry fees associated with startup, and also to decreased website update fees in the three month period ended September 30, 2013 compared to the same period in 2012.
Net Loss. Our net loss decreased to $137,572 for the three months ended September 30, 2013 from $1,074,131 for the same period in 2012, which was a decrease of 87%. The decrease is primarily attributable to selling, general and administrative fees and professional and website setup expenses as described above.
Comparison of the nine months ended September 30, 2013 to the nine months ended September 30, 2012
Net Sales. We had net sales of $31,020 and $100,806 in the nine months ended September 30, 2013 and September 30, 2012, respectively. The revenue decrease was attributable to the absence of service revenue from a related party in 2013 compared to 2012. A Consulting Advisory Agreement with DMC Athletics & Rehabilitation was terminated in November 2012.
Cost of Goods Sold. We had cost of goods sold of $8,369 and $11,225 in the nine months ended September 30, 2013 and September 30, 2012, respectively. The decrease was attributable to an increase in advertising sales and a decrease of retail sales in the nine month period ending September 30, 2013 compared to the same period in 2012.
Operating Expenses. Operating expenses consisted primarily of, selling, general and administrative expenses, professional fees, and website setup fees. Total operating expenses decreased 69% to $400,183 for the nine month period ended September 30, 2013 from $1,305,865 for the nine month period ended September 30, 2012. The components of operating expenses are detailed below.
Selling, General and Administrative decreased 63% to $269,024 from $719,520, in 2013 versus 2012 which was mainly due to decreased payroll and branding & public relations expenses. Payroll in the nine month period ended September 30, 2013 was $43,852 compared to $118,830 for the nine month period ended September 30, 2012. The decrease was comprised of one employee on payroll versus 4 employees in 2012. Branding & public relations expenses decreased to $3,311 from $424,499 as a result of contracts with Edataworx and Maiella Investment Holdings in the nine month period ended September 30, 2012
Professional fees decreased 83% to $83,937 from $490,077 in 2013 versus 2012. The decrease in professional fees for the nine month period ended September 30, 2013 was comprised mainly of investor relations fees for Trion Capital GMBH and Equities AG compared to the nine month period ended September 30, 2012.
Website setup fees decreased 23% to $46,261 from $60,358 in 2013 versus 2012. The decrease in website setup fees was attributed to lower periodic website updates due to lower QA consultant and data entry fees associated with startup, and also to decreased website update fees in the three month period ended September 30, 2013 compared to the same period in 2012.
Net Loss. Our net loss decreased to $377,557 for the nine months ended September 30, 2013 from $1,216,329 for the same period in 2012, which was an decrease of 69%. The decrease is primarily attributable to professional, website, and selling, general and administrative, expenses as described above.
Liquidity and Capital Resources. In the nine month period ended September 30, 2013, we issued 2,062,500 shares of Series A Preferred Stock and 2,062,500 Series A preferred stock warrant to ICPI at a price of $0.04 per share, the proceeds of which are to be used for the furtherance of the business and the financial improvement of Pazoo. This issuance was pursuant to an Investment Agreement dated May 31, 2013 (See Exhibit 99.1) in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) in reliance on Section 4(2) of the Act.
Our total assets were $53,755 as of September 30, 2013, which mainly consisted of $32,000 accounts receivable, net of allowance of $13,300 from a related party.
We had negative working capital of $22,582 as of September 30, 2013.
Our total liabilities were $76,337 which was attributed to accounts payable of $67,337 and loans to related parties of $9,000.
Our total stockholder’s deficit as of September 30, 2013 was $22,582 and we had an accumulated deficit of $2,173,532 through the same period.
We used $241,496 in net cash for operating activities for the nine months ended September 30, 2013, which included a net loss of $377,557.
We had no cash provided by investing activities in the nine month period ended September 30, 2013.
As of September 30, 2013, we had no formal long-term lines of credit or bank financing arrangements.
Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.
Subsequent Events.
In October 2013, we issued 362,500 Series A preferred shares and 362,500 Series A preferred warrants to ICPI at a price of $0.04 per share for $14,500 pursuant to the Investment Agreement dated May 31, 2013. The Series A preferred stock warrants exercisable at $0.05 per share for 5 years.
Also, in October 2013, ICPI converted 450,000 shares of Series A convertible preferred stock into 4,500,000 shares of common stock.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, as defined by Item 10(f) of Regulation S-K, we are not required to provide the information required by this Item.
Item 4 Controls and Procedures
Evaluation of disclosure controls and procedures.
We carried out an evaluation, under the supervision of and with our executive officers, David M. Cunic in his role as Chief Executive Officer and Gregory Jung in his role as Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation, the officers concluded that because of the limited size of our organization our disclosure controls and procedures are not effective as of September 30, 2013.
We have not made any changes in our internal control over financial reporting during the nine months ended September 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1 Legal Proceedings
EDataWorx, Inc. opposed the Company's motion for a Default Judgment and cross-moved to vacate the Default previously entered by the Court. On October 25, 2013, the Company's motion was denied and EDataWorx, Inc.'s cross-motion was granted and the Default was vacated. EDataWorx, Inc. was ordered to Answer the Complaint. Prior to filing an Answer, the Company, on November 4, 2013, filed an Amended Complaint now seeking total damages of $105,000 and a return, for cancellation, of the 2,000,000 shares of Company's common stock issued to EDataWorx, Inc. As of the date of this report EDataWorx, Inc. has not responded to the Amended Complaint.
Item 1A Risk Factors
As a “smaller reporting company” as defined by Item 10(f) of Regulation S-K, we are not required to provide information required by this item.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 Defaults Upon Senior Securities
None.
Item 4 (Reserved)
Item 5 Other Information
None.
Item 6 Exhibits
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Exhibit
Number
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Description
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SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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November 13, 2013
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PAZOO, INC.
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/s/ David M. Cunic
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David M. Cunic
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Chief Executive Officer
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November 13, 2013
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PAZOO, INC.
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/s/ Gregory Jung
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Gregory Jung
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Chief Financial Officer
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11