Replies to post #7801 on Pazoo Inc. (PZOO)

[Helter Skelter]

Truth based on SEC facts, rules and regulations.

Shouldn't we "clear"... > through the SEC, some of these major problems that appear to infest pzoo...before buying ("owning") any of these smelly shares and going long with the stench? Thanks...

you better own this imho and you better not take the risk of waiting to long. i think imho that with this company attending the chicago show this coming week the stock is going to start on an epic run. remember i am saying this as an owner and long in this stock. just want to be open and honest

Open and honest DD, by Nadia:

I tried to make the table, below, as simple and easy to follow, with as little thought as necessary...for "us" readers...as possible...while at the same time... >> making it "pop" for experienced SEC review agents.

It's really...quite-straight-forward.

In 2013, Integrated Capital Partners, Inc. (ICPI, farinella > "owner") converted 287,500 preferred shares (post-RS) into 28,750,000 common shares.

Here's "some" problems with that:

(1) ICPI/farinella became a "greater than 10% owner" back in 2011 when shares were initially issued (common and preferred).

(2) As you can see, the fully-diluted OS @ end of year 2012 is 77,142,000 common shares and 554,281 preferred shares >>> which are counted as 55,428,140 fully-diluted into common shares, making the OS 132,570,140 with ICPI/farinella owning 42% of the fully diluted OS. ICPI/farinella is a 10%, and greater, owner. That is known as a CONTROL PERSON, an AFFILIATE.

(3) Anyone (or group) owning 5% or more of the OS must file a Schedule 13D (or 13G). ICPI/farinella did not file the Schedule 13D-G.

(4) Anytime the ownership holdings change an amendment MUST promptly be filed to the Schedule 13D-G. ICPI/farinella did not file any Schedule 13D-G amendments.

(5) An affiliate/control person MUST file a Form 144 before selling shares into the market. ICPI/farinella did not file any Form 144s.

(6) An affiliate/control person MUST file a Form 4 after the sale or purchase of shares/derivatives. ICPI/farinella did not file any Form 4s.

(7) An affiliate/control person MUST file a Form 3 upon receipt of initial shares/derivatives. ICPI/farinella did not file the Form 3.

Got to go...to be continued...

Note: Preferred shares convert to common shares @ 100:1 (100 Cs for 1 P). pzoo reverse split the preferred shares in March 2014. In previous years' tables the preferred were in the millions and converted @ 10:1. For example the balance shown (554,281) for December 31, 2012 was 5,542,814 in 2013 (table is from 10K just filed, for 2014, post reverse split, March 2014. Keep this RS in mind when viewing the Series A purchases and Series A converts to commons in quotes below the table).



Link... >> PZOO 10K 2014

In May 2013, we exchanged 1,360,580 Series A Preferred Stock and 1,360,580 Series A Preferred stock warrants to Integrated Capital Partners, Inc. (ICPI) for the conversion of $54,423 in loans payable.

In June 2013, we sold 187,500 Series A Preferred Stock and 187,500 Series A Preferred Stock warrants to ICPI at $0.04 per share for $7,500.

In July 2013, we sold 875,000 Series A Preferred Stock and 875,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $35,000.

In August 2013, we sold 875,000 Series A Preferred Stock and 875,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $35,000.

In September 2013, we sold 125,000 Series A Preferred Stock and 125,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $5,000.

In October 2013, we sold 362,500 Series A Preferred Stock and 362,500 Series A Preferred stock warrants to ICPI at $0.04 per share for $14,500.

In November 2013, we sold 150,000 Series A Preferred Stock and 150,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $6,000.

Also, in November 2013, we exchanged 17,742 Series A Preferred Stock and 17,742 Series A Preferred stock warrants to ICPI for $709 in loans payable.

In November 2013, we issued 2,296,678 Series A Preferred Stock and 2,296,678 Series A Preferred stock warrants to ICPI at $0.04 per share for $91,867. This investment completes the $250,000 investment commitment under the May 2013 Investment Agreement.

In December 2013, we recorded a preferred stock dividend of 316,121 shares of Series A Preferred Stock which represents payment of the 5% stated Series A Convertible Preferred Stock dividend (through December 31, 2013). This issuance will occur in the 1st quarter of 2014.

In August 2013, 187,500 Series B Preferred shares were sent back to the Company and cancelled for David Cunic, who stepped down as Chairman of the Board in 2012.

Total Series A Preferred shares outstanding as of December 31, 2013 were 9,233,935.

Total common shares outstanding as of December 31, 2012* were 101,409,500. *pzoo typo, should be '2013'. Preferred amounts below are pre-reverse split (1:10) of Series A Convertible Preferred Stock. The Series A shares OS were reduced by 10 and the convert ratio was increased by 10, 100:1, (100 Cs for 1 P).

Conversions

In January 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 common shares pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In February 2013, ICPI converted 125,000 shares of Series A Convertible Preferred Stock into 1,250,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In April 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In May 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In June 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In July 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In August 2013, ICPI converted 400,000 shares of Series A Convertible Preferred Stock into 4,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In September 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In October 2013, ICPI converted 450,000 shares of Series A Convertible Preferred Stock into 4,500,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011).

In December 2013, ICPI converted 400,000 shares of Series A Convertible Preferred Stock into 4,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011)

During 2012, we issued an aggregate of 17,800,000 common shares for the conversion of 1,780,000 shares of Series A Preferred Stock.

Link... >> PZOO 10K 2013

The above is all in my vastly-studied... > opinion. Thanks...

[crazy horse 0]

Thanks, dolphins13 for the Facts

facts based in truth!!!!!!

OK NOW, i have many people wondering where i went. sometimes you have to lay the facts out and provide the guidance and Let things play out then return so we can all understand who is providing truthful substantive information for the investment community to make informed decisions.

I told all of you about the dilution to come after filing and that they could not sell during the time period pzoo was delinquent. well, now you know i was right. end of story!!!!

i said Pazoo probably have a problem valuing the subs and will ultimately write them down to 0 value. well again i nailed it. as for convertible notes pzoo entered into over a year ago and 9 months ago. i told you they sell the moment they can. so to think they had any shares left is a joke. case in point the last two days they had the ability to unload and they did not waiting bc they believe – hell no!

did i give anyone a price??? nope said anyone catching the exact bottom was absolute pure dumb luck. I guessed there would be between 30 to 50 million shares. Hahaha!!! it now seems it was more like 60 plus million. If you listened then you were postioned to jump in the last two trading days. are you not happy you were able to get the shares you did get at these prices!!!! its all relative. those holding the bag wanted to never drop to these levels and for it to have stayed higher. those that want to get back in are extremely happy. the bottom line is now everyone can cheer this thing on together.

Antonio Del Hierro did a wonderful and he said enough of the status of being CO-CEO. he is a man that i respect for saying building the business is more important. he is focused on blowing up sales. REALLY!!! HAHAHA!!! WAY TO GO ANTONIO. we have more transparency than any otc stock and for that reason i am all in on these guys.

Important. its better to bet on a shit product with a great management team than a great product with a shit management team!!!!!

GUESS WHAT!!!! WE GOT A GREAT MANAGEMENT TEAM WITH A GAME CHANGING PRODUCT/SERVICE!!!!!!!!!!

Ok, since i have been dead on so far, i have told all of you that i may be drinking the cool aide spiked with hard core vodka on this one but my call is for pzoo to trade up to the $.015 level to $.02 level in anticipation of the news dropping out of control. what??? the news already started. friday morning was out of control.

why????

i went to digipath grand opening. wow!? really!!??!! the build out that Antonio Del Hierro over saw is amazing. its like walking into a mcdonalds/digipath and walking into a 5 star resturant/Pazoo/steep hill. Digipath was more concerned about the fanfare while pazoo said lets not waste the money bc the states regs are delayed on the pesticides. Lets do whats right. Lets do the grand opening when it makes sense.

i know many of you have been waiting and trying to figure out when to enter. you better get what you can soon in my opinion.

Now going forward. i have been calling for pzoo to test the 6 cent level. i know i know!!! but frankly, again we got a great management team and a game changing product. what a combo. for you to believe then you have to believe the big bombs are about to drop. i believe thats the case!!!

did anyone do their due diligence on colorado?????? i told all this had to be complicated. yeah, i read the regulations. just got done. there is a residency issue. this makes it very complicated. i bet this is the cause of the delay in them announcing it. again just my guess but I HAVE BEEN SPOT ON!!!!!!!!!

Ok, here we are ready for the next step. i provide info to hopefully provide you an opportunity to make the most informed decision. i have only one invested goal moving forward.

I disclose this invested motive. this motive is to be honest straight forward and i own a bunch of this stock. no, i mean a bunch. so i have a vested interest in seeing pazoo as a business succeed and my investment worth a ridiculous amount!!!! i know all other longs have a vested interest as well. i am just being transparent about my position.

so yes, i am positive. oh wait, but i was also the one telling you of the dilution. i have a long term view of this. but to be transparent only provides credibility. i understand there will be short term pitfalls. this is a new business in a new industry. but i buy into this management team. if you do then you too believe in the stupid money that will be made on this. have a great weekend. you better own this imho and you better not take the risk of waiting to long. i think imho that with this company attending the chicago show this coming week the stock is going to start on an epic run. remember i am saying this as an owner and long in this stock. just want to be open and honest