UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~________________________~~FORM 10-K

Form 10-K

________________________

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2016~~2017

☐ 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)

(Exact name of registrant as specified in its charter)

Nevada		27-3984713
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

34 DeForest Rd, Unit 9 East Hanover, NJ		07936
(Address of Principal Executive Offices)		(Zip Code)

Nevada		27-3984713
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
23 Vreeland Rd, Suite 110 Florham Park, NJ		07932
(Address of Principal Executive Offices)		(Zip Code)

(973) 884-0136

(Registrant's Telephone Number, Including Area Code)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(db) of the ~~Securities Exchange~~ Act ~~of 1934 during the preceding 12 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 ☒ No~~Title ☐of each class Trading Symbol(s) Name on each exchange on which registered Common Stock PZOO OTC Bulletin Board

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~a ~~electronically~~well-known ~~and~~seasoned ~~posted on its Web site~~issuer, ifas ~~any,~~defined ~~every~~in ~~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~~Securities 12Act Yes ~~months~~☐ No ~~(or~~☒ ~~for such shorter period that the registrant was required to submit and post such files).~~

~~Yes~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. ~~☒ No~~Yes ☐ No ☒

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be afiled ~~non-accelerated~~by ~~filer~~Section 13 or a15(d) ~~smaller~~of ~~reporting~~the ~~company.~~Securities ~~See~~Exchange Act of 1934 during the ~~definitions~~preceding of12 ~~"large~~months ~~accelerated~~(or for such shorter period that the registrant was required to file," ~~"accelerated~~such ~~filer"~~reports), and ~~"smaller~~(2) ~~reporting~~has ~~company"~~been insubject ~~Rule~~to ~~12b-2~~such offiling requirements for the ~~Exchange~~past ~~Act~~90 days. Yes ☐ No ☒

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~the ☐registrant ~~Non~~has submitted electronically, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~(§232.405 ☐of this chapter) during the preceding 12 months (Door ~~not~~for ~~check~~such ifshorter aperiod ~~smaller~~that ~~reporting~~the ~~company)~~registrant ~~Smaller~~was ~~reporting~~required ~~company~~to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See the definitions of "large accelerated file," "accelerated filer" and "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

2As of the most recently completed second fiscal quarter (i.e. June 30,~~627,589,893~~ ~~shares~~2017) the aggregate market value of the voting and non-voting common ~~stock,~~equity ~~par~~held ~~value~~by non-affiliates of the Company was $070,956.~~001~~ ~~per~~The aggregate market share, ~~outstanding~~was ascalculated by using the average of ~~April~~the 21bid and ask price of such common equity as of June 30, 2017.

12,688,214,838 shares of common stock, par value $0.001 per share, outstanding as of December 7, 2020.

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

Table of Contents

		Page
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II

Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A.	Controls and Procedures	17
Item 9B.	Other Information	17
PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	18
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	21
Item 14.	Principal Accounting Fees and Services	22
PART IV

Item 15.	Exhibits and Financial Statement Schedules	23

	Page
PART I	3
Item 1. Business	3
Item 1A. Risk Factors	7
Item 1B. Unresolved Staff Comments	11
Item 2. Properties	11
Item 3. Legal Proceedings	11
Item 4. Mine Safety Disclosures	11
PART II	12
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6. Selected Consolidated Financial Data	12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation	12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	16
Item 8. Consolidated Financial Statements and Supplementary Data	16
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	37
Item 9A. Controls and Procedures	37
Item 9B. Other Information	37
PART III	38
Item 10. Directors, Executive Officers and Corporate Governance.	38
Item 11. Executive Compensation	40
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	41
Item 13. Certain Relationships and Related Transactions, and Director Independence.	42
Item 14. Principal Accounting Fees and Services	43
PART IV	44
Item 15. Exhibits and Financial Statement Schedules	44

Table of Contents

Table of Contents

PART I

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding: our core strategy; the growth of the marijuana testing market; liquidity; free cash flows; revenues; net income; legal costs; operating cash flows; stock price volatility; timing of facilities construction; nature of our licensing agreements; future governmental regulation; obtaining additional capital; significance of future contractual obligations; domestic expansion. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included throughout this filing and particularly in Item 1A: "Risk Factors" section set forth in this Annual Report on Form 10-K. Forward-looking statements include those that use forward-looking terminology, such as the words "anticipate," "believe," "estimate," "expect," "intend," "may." "project," "plan," ''will,'' "shall," "should," and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to revise or publicly release any revision to any such forward-looking statement, except as may otherwise be required by law.

Item 1. Business

Organization

Pazoo, Inc. ("Pazoo"), was incorporated in Nevada on November 16, 2010 under the name "IUCSS, Inc." A name change from IUCSS, Inc. to Pazoo occurred on May 9, 2011. As of ~~April~~October 2031, ~~2017~~2020 there were 2,~~627~~688,~~589~~214,~~893~~838 shares of common stock outstanding. There is also the following Preferred Stock issued and outstanding on ~~April~~September 2018, ~~2017~~2020: Series A – ~~230~~215,~~476~~139; Series B – 23,~~150~~240,000; and Series C – 23,~~621~~787,~~375~~709 shares outstanding. All Series of Preferred Stock, under certain circumstances, convert into Pazoo Common Stock. Copies of the filed Certificates of Designations, as amended, can be obtained from the Nevada Secretary of State or the Company.

Our principal executive offices are located at 2334 ~~Vreeland~~DeForest RdAve, ~~Suite~~Unit ~~110~~9, ~~Florham~~East ~~Park~~Hanover, New Jersey ~~07932~~07936. Our telephone number is (855) PAZOO-US. Our internet address is www.pazoo.com. Information on our website does not constitute part of this Annual Report.

On March 30, 2016, the Company effectuated its Definitive 14C filing through FINRA resulting in a reverse split to the common stock of a ratio of 100:1. All fractional shares were rounded up. The total amount of authorized common stock, and all Preferred shareholders were unaffected by the reverse split. ~~The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes.~~

~~Our~~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 reverse stock split of 1-for-250 went into effect April 26, 2017. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes.

WeIn ~~are a health and wellness company. Presently~~2018, ~~our~~the ~~only~~Company ~~sources~~filed ofa ~~revenue~~Form are pazoo.com and management fees derived from Harris Lee Holdings, LLC. Pazoo.com is an online, content driven, advertising supported health and wellness web site for people and their pets. This site has e14-~~commerce~~C ~~functionality~~in ~~which~~order ~~allows pazoo.com~~ to beincrease ~~an online retailer of nutritional foods/supplements, wellness goods, and fitness apparel. The Company has also moved into the cannabis industry where it seeks to provide, through~~ its ~~wholly~~authorized ~~owned~~shares ~~subsidiaries~~from ~~(MA & Associates~~3, ~~LLC and previously Harris Lee Holdings~~000, ~~LLC)~~000,000 ~~quality control services~~ to the medical and recreational cannabis industry. The Company's primary mission is to protect the public health by providing infrastructure and analytical services to legally authorized distributors and producers of cannabis and to regulators tracking their operations. The Company will provide the medical cannabis industry guidelines on how the regulation and inspection by public health authorities is to be implemented. It is anticipated that this segment of the company will be its primary revenue source in the future. The cannabis industry is heavily regulated on the Federal40, ~~State and Local levels and the Company is subject to changing regulation and enforcement. As of December 31~~000, ~~2016~~000, the Company has derived a total of $30,515 in management fees from its management of Harris Lee Colorado, LLC through Harris Lee Holdings, LLC, which oversaw a cannabis testing laboratory in Denver, Colorado000. As ofIn ~~December~~March 312019, ~~2016,~~ the ~~cannabis~~Company ~~testing~~withdrew ~~laboratory in Denver, Colorado is closed and~~ the ~~Company~~Form ~~does~~14-C ~~not~~due ~~have any plans~~ to ~~re-open~~financial ~~the facility in the near future~~constraints.

~~Lines~~Our ~~of Business~~Company

We ~~currently~~are ~~have~~a ~~two~~health ~~lines~~and wellness company. Presently, our only asset is MA & Associates, LLC, a cannabis testing laboratory located in Las Vegas NV. The Company holds a 30% uncontrollable interest as of ~~business~~December ~~relating~~31, 2017. MA & Associates primary mission is to protect the public health by providing infrastructure and ~~revolving~~analytical ~~around~~services to legally authorized distributors and producers of cannabis and to regulators tracking their operations. The cannabis industry is heavily regulated on the ~~health~~Federal, State and ~~wellness~~Local ~~arena;~~levels atand ~~this~~the ~~time~~Company nois ~~significant~~subject ~~revenue~~to ~~has~~changing ~~been~~regulation ~~derived~~and ~~from~~enforcement. As of December 31, 2017, the cannabis testing laboratory in Denver, Colorado is closed and the Company does not have any plans to re-open the facility. As of ~~these~~December ~~sources~~31, 2017, MA & Associates, LLC was not open and non-revenue generating.

3 Table of Contents

~~Table~~In the fourth quarter of ~~Contents~~2017, the Company sold a 70% Membership Interest in its wholly owned subsidiary (MA & Associates, LLC) in consideration of retirement of approximately $1,000,000 in the Company’s debt and approximately $500,000 in cash (of which $117,894 was funded as of December 31, 2017). The buyer also has an option to buy an additional 10% for 18 months from the closing at a 10% premium to the 70% purchase. The option to purchase the additional 10% has been extended to November 22, 2020 (i.e. three years from the date of the sale of the initial 70% interest). The Company will account for their remaining 30% interest as an equity level investment going forward. On June 30, 2020, the Company sold the remaining 10% equity interest from the November 22, 2017 Membership Interest Agreement in MA & Associates for an aggregate total of $226,388. The total amount was in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates.

~~● Pharmaceutical~~Line ~~Testing Facilities. We entered this arena through our acquisition~~ of a 100% equity stake in MA & Associates, LLC in order to set up two testing locations. MA & Associates, LLC was launched in September of 2013 to provide quality control services to the medical cannabis industry. MA & Associates, LLC's primary mission is to protect the public health by providing infrastructure and analytical services to legally authorized distributors and producers of cannabis and to regulators tracking their operations.Business

~~● Advertising~~We ~~Revenue~~currently ~~from~~have ~~our Website, www.pazoo.com. Through advertising providers and agencies, pazoo.com is paid for every ad impression that appears on~~ a ~~page~~minority ~~for~~interest ~~which~~one aline ~~visitor~~of ~~goes~~business ~~to.~~relating ~~As we build our visitor base, ad revenue is anticipated~~ to ~~increase.~~and ~~However,~~revolving ~~just~~around ~~having~~ the ~~traffic~~cannabis ~~does~~industry; ~~not~~at effectively increase advertising revenue. To get the full value of each visitor, the time on site must be long enough so that a visitor is interested in going to multiple pages for which there are ads on each page. The only way this ~~will transpire is if the visitor's experience is gratifying. This is why pazoo.com is so focused on quality content that's interesting and informative. A bad visitor experience will result in a low~~ time onno ~~site~~significant ~~and~~revenue ~~fewer~~has ~~page~~been ~~views.~~derived ~~Internet~~from tracking tools have much improved over the past decade and will continue to improve in the coming years, especially when it comes to advertising and overall website analytics. Pazoo continues to constantly improve is this ~~area at all times~~source.

~~Pazoo~~· Testing Facilities.~~com~~ ~~has~~We entered this arena through our acquisition of a ~~unique~~100% ~~and~~equity ~~compelling~~stake ~~online~~in ~~marketing~~MA ~~platform~~& Associates, LLC in order to set up two testing locations within the State of Nevada. ~~Pazoo~~MA & Associates, LLC was launched in September of 2013 to provide quality control services to the medical cannabis industry.~~com~~ ~~offers~~MA & Associates, LLC's primary mission is to protect the ~~following~~public ~~important~~health ~~marketing~~by ~~advantages~~providing infrastructure and analytical services to ~~its~~legally ~~target~~authorized ~~audiences:~~distributors and producers of cannabis and to regulators tracking their operations.

1MA & Associates, LLC's primary customer base includes all of the licensed cannabis cultivators, in the State of Nevada, who are required by law to have their products tested before they can be transferred to the dispensaries. AFurthermore, ~~comprehensive~~MA ~~solution~~has asacquired all of the Membership interest in Harris Lee Holdings, LLC. Harris Lee Holdings, LLC was set up to take the MA model and testing operations to additional states above and beyond Nevada either in direct testing laboratories or through licensing the testing protocol. As such, MA is in a ~~content~~unique ~~source~~position –to ~~information~~provide onthe mandated health and safety testing in this burgeoning industry. Lastly, Harris Lee Holdings, LLC, due to Colorado residency requirements, entered into an advisory agreement with Harris Lee Colorado, LLC, Harris Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for a ~~full~~management ~~spectrum~~fee for each test conducted. The Colorado MED approved the transfer of ~~disciplines~~management ~~within~~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 ~~health~~year ending December 31, 2016. All 2016 revenue was derived from these related-party management fees for the year ended 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. As of December 31, 2017, MA & Associates was not yet operational but still ramping up staff, policies, procedures and ~~wellness~~scientific ~~marketplace;~~methodologies. As of August 24, 2020, MA & Associates is operational and fully staffed.

2.Growth ~~Health and wellness experts that have expertise in these varied disciplines and write about their areas expertise; and~~Strategy

3.We ~~Content~~plan ~~that~~to isgrow ~~both~~our ~~for~~assets and earnings per share by employing the ~~health~~following ~~and~~business ~~wellness~~strategies, all of ~~people~~which asare ~~well~~dependent ason ~~their~~securing ~~pets~~further ~~(over~~funding ~~50%~~through ofdebt ~~American~~and/or ~~homes~~equity ~~have~~capital ~~pets).~~infusions:

4.· ~~Content~~Continue into ~~the~~support ~~Health~~MA & Associates LLC and ~~Wellness~~opportunistically ~~sector~~pursue ofstrategic ~~cannabis~~acquisitions. ToWe ~~empower~~plan ~~users~~ to ~~read~~selectively pursue strategic, investments in, or acquisitions of, companies (like MA & Associates, LLC and ~~learn~~Harris ~~about~~Lee ~~the~~Holdings, ~~benefits~~LLC) and ~~the~~assets ~~need~~that ~~for~~are ~~the~~complementary ~~testing~~to ofour ~~the~~existing ~~cannabis~~line ~~plant~~of business.

~~Growth~~Pazoo ~~Strategy~~will continue to support and contribute to the growth strategy of MA & Associates LLC, which is licensed by the State of Nevada and the city of Las Vegas to test all aspects of potency, purity, and other criteria of cannabis products to determine an independent profile for any cannabis product. MA & Associates sales continue to grow and Pazoo continues to support selling efforts.

We4 ~~plan~~Table toof ~~grow our assets and earnings per share by employing the following business strategies:~~Contents

~~● Opportunistically~~Marketing ~~Pursue Strategic Acquisitions. We plan to selectively pursue strategic, investments in, or acquisitions of, companies (like MA & Associates, LLC~~ and Harris Lee Holdings, LLC) and assets that are complementary to our existing lines of business. We believe that our existing management platform can support more assets without significant increases to our infrastructure due to the scalable nature of our operations.Promotion

~~● Expand~~To ~~Our~~achieve ~~Foot~~our ~~Print~~marketing ingoal ~~the Pharmaceutical Testing Arena. Through the acquisition~~ and ~~formation~~objective of MAbeing ~~& Associates, LLC and Harris Lee Holdings, LLC, Pazoo has entered~~ the ~~business~~leading provider of pharmaceutical testing ~~of cannabis products. MA & Associates~~, ~~LLC~~health ~~has~~and ~~obtained~~wellness ~~a license from the State of Nevada to operate a cannabis testing laboratory. Harris Lee Holdings~~content, ~~LLC,~~services ~~due~~and ~~to Colorado residency requirements~~products, ~~entered~~our ~~into~~marketing anstrategy ~~advisory agreement with Harris Lee Holdings, LLC cannot meet, Harris Lee Holdings, LLC~~ has ~~sub-licensed~~focused ~~the~~on ~~testing protocols to Harris Lee Colorado, LLC in exchange for a testing fee 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 testing revenue 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 of 2016.following:

~~● Grow~~· ~~Secondary~~Increase ~~Revenue~~testing ~~Streams.~~revenue ~~Pazoo~~through issales aemployees ~~health~~ and ~~wellness~~independent ~~company~~sales ~~with~~representatives; a· ~~strategy~~Strengthen ofthe ~~growing revenues through a number of sources~~Pazoo.com ~~From~~brand ~~our~~name; ~~inception,~~and ~~the~~· ~~strategy~~Continue ~~has been~~ to bebuild anstrong ~~integrated~~brand ~~health and wellness company offering quality products and services in many lines of business which include the following:~~loyalty.

4Sales and Employee Agents

~~Table~~· ofContract ~~Contents~~with independent sales agents, on a commission basis, employees to drive testing sales to the laboratories in Nevada.

1.On-Line Advertising revenue through more traditional media outlets, such as television and radio. The internet has given direct response an inexpensive, effective way to test a direct response offer in terms of the product itself, the pricing of that product, the messaging associated with that product and the target audience. Limited, focused, pay per click (PPC) campaigns can be effectively executed for a fraction of broadcast costs. If a test campaign can successfully determine the elements for a profitable PPC, on line campaigns can be rolled out leading to testing for traditional media outlets such as television, radio and print. Once the consulting business has enough transactions, visibility and awareness, Pazoo can put on a forum which would be marketed using the Pazoo brand which will have substantial awareness, promoted through the pazoo.com web site and existing partnerships, and feature our own Experts. By rolling out this division in the aforementioned manner, Pazoo will be effectively able to introduce this service without exposing itself to some of the risks that others are exposed to when they enter the public forum business. During 2016, no revenue was derived from these services.Marketing

2.· ~~Consulting~~Search ~~services~~Engine ~~featuring~~Optimization our experts. Generally, our Experts regularly advise consumers and/or companies on matters related to each Expert's specific discipline. At some point in the future, it would be a natural extension of our relationship with the Experts to find them "for pay" consulting engagements. The consulting engagement could be in the form of working with a person one-on-one or advising a small or large group in a forum or presentation. For Pazoo, this would be a natural extension of our relationship with our Experts (~~which is already provided for in their contracts with Pazoo~~SEO). ~~Additionally,~~· ~~with~~Social ~~the~~media ~~size of the Pazoo.com audience we have a built in solicitation vehicle for our Experts' services. Additionally~~(Facebook, the Pazoo management is regularly meeting with potential customers for consulting services. The attractive part of this additional revenue stream is that the risk is minimal because there is not meaningful overhead attached to it as a startup opportunity. AndTwitter, ~~Pazoo only has to pay the Experts when it gets paid. During 2016~~Instagram, ~~no revenue was derived from these services.~~YouTube)

3.Brick ~~Pazoo branded events like forums~~ and ~~conventions.~~Mortar AsMarketing ~~a further extension to our consulting business, Pazoo will put on its own health~~ and ~~wellness forums. Pazoo will continue to sell health and wellness products through their website www.pazoo.com as well as their subsidiary CK Distribution, LLC.~~Promotion

~~Marketing~~· Take advantage of market relationships from suppliers and ~~Promotion~~retailers · Take advantage of combined sales efficiencies from online as well as off-line · Build strong relationships with suppliers from both a sales standpoint as well as a promotional standpoint

ToAdditional ~~achieve~~infusions ~~our~~of ~~marketing~~capital ~~goal~~(either ~~and~~through ~~objective~~debt ofor ~~being~~equity) ~~the~~will ~~leading~~be ~~provider~~required ofin ~~pharmaceutical~~order ~~testing,~~for ~~health~~the ~~and~~Company ~~wellness~~to ~~content,~~meet ~~services~~its ~~and products, our~~ marketing ~~strategy~~goals ~~has~~and ~~focused on the following:~~objectives.

~~● Increase~~Cannabis ~~testing~~Testing ~~revenue~~Industry ~~through sales employees and independent sales representatives;~~Trends

~~● Strengthen~~The marijuana testing industry will continue to increase as it is just in its infancy. Of the ~~Pazoo~~50 US States, 47 have enacted some form of medical marijuana laws.~~com~~ ~~brand~~The ~~name;~~following States have legalized the recreational use of marijuana: Alaska, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Nevada, Oregon, Vermont, and Washington as well as the District of Columbia. Of the States that have enacted some form of medical marijuana laws, all have some type of testing guidelines. The State of Nevada has been recognized as the State with the strictest laboratory testing rules and requirements and is becoming the model for cannabis laboratory testing requirements for the rest of the county.

~~● Continue to build strong customer loyalty~~Competition

We· ~~have~~Pharmaceutical ~~and~~Testing. ~~will~~Inasmuch ~~utilize~~as athis ~~variety~~industry ofis ~~marketing~~in ~~tools~~its toinfancy, ~~increase~~it ~~testing~~is ~~revenue~~clear ~~and~~that ~~traffic~~there onis ~~pazoo.com~~currently competition and ~~awareness~~if ~~about~~ the ~~Pazoo~~industry ~~brand~~goes ~~name~~as ~~and~~we ~~www.pazoo.com. These~~anticipate, ~~marketing~~new ~~tools~~entrants ~~include~~to the ~~following~~market will be inevitable. However, there are certain barriers to entry which clearly benefit MA & Associates, LLC. For example:

~~Sales~~1. Cost of establishing a testing laboratory. The cost to setting up a fully operational laboratory, depending on the variety and ~~Employee~~number ~~Agents~~of tests the laboratory can do, can range from $1,000,000 to $3,000,000. Pazoo has the advantage of going through this process with MA & Associates, LLC and has built relationships with equipment suppliers for the lease and/or purchase of the equipment needed to run a laboratory. 2. The Need for a Proven Set of Testing protocols. Nevada boasts the most stringent testing laws in the nation and we are developing our own standard testing protocols by which to operate in this state and subsequently in other states in the future. 3. Limited Number of Licenses to be Issued. Each state has its own regulations for the licensing of testing laboratories. Many states, such as Nevada, limit the number of licenses which may be issued. Accordingly, if the maximum number of licenses has been issued, there would be a complete bar to the entry of new competitors.

●5 ~~Hire~~Table ~~dedicated~~of ~~sales employees to drive testing sales to the laboratories in Nevada;~~Contents

●Item ~~Contract~~1A. ~~with~~Risk ~~independent sales agents, on a commission basis, employees to drive testing sales to the laboratories in Nevada.~~Factors

~~On-Line~~General ~~Marketing~~Risks Relating to the Business

~~● Search~~We ~~Engine~~have ~~Optimization~~only ~~(SEO)~~a limited operating history. We have had only limited sales and revenue during our operating history. We have never been profitable. We cannot therefore forecast with any accuracy the results of operations for the next fiscal year, nor predict our need for cash. Our revenues may not grow as anticipated, and revenues are dependent on consumer acceptance of our products and services and website, our ability to market our products and services and website, the effect of competition, and general economic factors beyond our control.

~~● Social~~Regulation ~~media~~of ~~(Facebook~~Pharmaceutical Testing Facilities. There are stringent regulatory risks and guidelines. The risk factors set forth below relate to risks related to testing facilities in the State of Nevada, ~~Twitter~~where MA & Associates, ~~Instagram~~LLC, ~~YouTube)~~our 20% equity investee1 , has been granted a State license as a testing facility.

~~Brick~~1. Local Regulatory Risk. The primary local regulatory risk faced by medical marijuana facilities is that of the local municipality enacting a moratorium on the issuance of business licenses. Some of the local municipalities have gone back and ~~Mortar~~forth ~~Marketing~~regarding whether and ~~Promotion~~what categories of medical marijuana facilities they will allow in their jurisdiction. Municipalities from the City of Henderson to the City of North Las Vegas have vacillated between a full moratorium, a moratorium on dispensaries only, and no moratorium at all. 2. State Regulatory Risk. On November 7, 2000, 65% of Nevada voters passed 'Question 9' which went into effect October 1, 2001. Question 9 amended the States' constitution recognizing the medical use of marijuana and removing the state-level criminal penalties for the use, possession and cultivation of marijuana by qualified patients. Nevada marijuana laws allow the legal use of medical marijuana by a patient with 'written documentation' and a 'registry identification card'. The will of the people was codified in Nevada Revised Statute 453A. Despite the fact that the people of the State of Nevada expressed their wish to legalize medical marijuana in 2000, NRS 453A was not fully adopted until April 1, 2014. 3. Federal Regulatory Risk. Due to the current federal laws prohibiting the use of cannabis for any reason, medical or non-medical, the regulatory risks associated with federal enforcement of the Controlled Substances Act are the most serious threat to the medical marijuana industry as a whole. Fortunately, the U.S. Department of Justice (USDOJ) thus far has taken a stance on the matter that it will enforce the law to prevent sales to minors, sales by criminal enterprises or gangs, interstate commercial trade of medical marijuana, and medical marijuana as a pretext for trafficking other controlled substances. The USDOJ has specifically declared that it will leave all other enforcement to the States to enforce as they see fit and in compliance with their own State laws. There is no guaranty that this policy of limited enforce by the USDOJ will continue in the future. Strict enforcement of the Controlled Substances Act could have a crippling effect on the marijuana industry. Additionally, because of the uncertainly in the future outcome of federal enforcement, many conventional lenders and banking institutions are reluctant to make large investments, or create banking and clearing relationships in this industry.

~~● Take~~Federal ~~advantage~~regulation and enforcement may adversely affect the implementation of ~~market~~medical ~~relationships~~marijuana ~~from~~laws ~~suppliers~~and regulations may negatively impact our revenues and ~~retailers~~profits. Currently, there are 47states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the "CSA"), the policies and regulations of the Federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be possession of marijuana in violation of federal law with respect to MA & Associates, LLC's business operations. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings and stated federal policy remains uncertain.

~~● Take~~The ~~advantage~~U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of ~~combined~~Appeals ~~sales~~wrote ~~efficiencies~~in ~~from~~its ~~online~~unanimous ruling, "Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws." However, in another case, the U.S. Supreme Court held that, as ~~well~~long as ~~off-line~~the CSA contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.

~~● Build strong relationships with suppliers from both a sales standpoint as well as a promotional standpoint~~_______________

To1 ~~achieve~~See ~~our~~Subsequent ~~marketing~~Events ~~goal~~for ~~and~~the ~~objective~~reduction ~~of being a leader~~ in ~~the~~equity ~~cannabis~~from ~~laboratory~~30% to ~~testing industry our marketing strategy has focused on the following:~~20%.

●6 ~~Promote~~Table ~~through~~of ~~business to business direct sales and have our lab managers and directors conduct direct sales calls as well as in person appointments and networking events;~~Contents

●In ~~Promote~~an ~~laboratory~~effort ~~testing~~to provide guidance to federal law enforcement, the Department of Justice (the "DOJ") has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and ~~educational~~in ~~cannabis~~a ~~information~~memorandum from Deputy Attorney General James Cole on ~~the~~August ~~Pazoo~~29, 2013.~~com~~ ~~website;~~Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.

●The ~~Promote~~August ~~through~~29, an2013 ~~array~~memorandum ofprovides ~~media~~updated ~~outlets~~guidance ~~including~~to ~~social~~federal ~~media,~~prosecutors ~~online~~concerning ~~interviews~~marijuana ~~and~~enforcement ~~articles,~~in ~~and~~light ~~newspaper~~of ~~and~~state ~~magazine~~laws ~~interviews~~legalizing medical and ~~articles;~~recreational ~~and~~marijuana possession in small amounts.

●The ~~Routinely~~memorandum ~~provide~~sets ~~tours~~forth ofcertain ~~the~~enforcement ~~labs~~priorities tothat ~~potential~~are ~~new~~important ~~clients~~ to ~~introduce them to~~ the ~~company~~federal ~~and answer any questions they might have.~~government:

5· Distribution of marijuana to children; · Revenue from the sale of marijuana going to criminals; · Diversion of medical marijuana from states where it is legal to states where it is not; · Using state authorized marijuana activity as a pretext of other illegal drug activity; · Preventing violence in the cultivation and distribution of marijuana; · Preventing drugged driving; · Growing marijuana on federal property; and · Preventing possession or use of marijuana on federal property.

~~Table~~The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of ~~Contents~~small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity.

~~Industry~~On ~~Trends~~January 4, 2018, then Attorney General Jeffrey Sessions, rescinded the Cole Memorandum allowing the country strictly enforce the CSA in states that have laws legalizing medical marijuana and recreational marijuana. While there has been no tidal change of enforcement, without the directives set forth in the Cole Memorandum, there may be a direct and adverse future impact to our business and our revenue and profits.

~~● Steady~~We ~~and~~could ~~Rapid~~be ~~Growth~~found into ~~Online~~be ~~Advertising.~~violating ~~Over~~laws ~~the~~related ~~past~~to ~~decade~~medical incannabis. ~~particular,~~The ~~the~~risk ~~internet has changed the landscape~~ of ~~how~~strict weenforcement ~~share and obtain information. More and more businesses are realizing the power~~ of ~~an online presence and are taking their businesses to~~ the ~~internet~~CSA ~~for~~in ~~marketing,~~light ~~brand recognition, and sales. The industry trend for 2017 is that online advertising and online marketing will continue to increase and permeate aspects~~ of ~~both business and personal life. Specifically, content marketing will continue to increase. Specifically,~~ the ~~diversification~~rescission of ~~online social media platforms and marketing is now a crucial trend in~~ the ~~industry.~~Cole ByMemorandum, ~~consistently~~Congressional ~~creating and disseminating content through an array of online channels~~activity, ~~businesses~~judicial ~~are~~holdings ~~reaching consumers~~ and ~~retaining~~stated ~~consumer~~federal ~~bases~~policy inremains ~~a whole new way~~uncertain. ~~Further,~~ ~~Social~~Because ~~Media~~we ~~will~~do ~~continue~~not tocurrently ~~be a powerful driving force in online advertising~~cultivate, ~~marketing~~produce, ~~and~~sell ~~branding.~~or ~~Mobile~~distribute ~~content~~any ~~will~~medical bemarijuana, ~~increasingly~~but ~~necessary~~we ~~and~~do ~~important. Due~~test tomarijuana ~~the~~for ~~ever~~growers ~~expanding use of smartphones~~ and ~~mobile~~dispensaries ~~devices, consumers are spending more time searching~~ and ~~purchasing~~may ~~products~~be ~~and~~deemed ~~information on their handheld devices than ever before. In addition, due~~ to ~~our~~facilitate ~~emergence in~~ the ~~cannabis~~selling ~~sector~~or indistribution ~~2015,~~of ~~the~~medical ~~website~~marijuana ~~will be re-branded to properly display our diversity~~ in ~~the~~violation ~~health~~of ~~and~~federal ~~wellness sector~~law..

~~The~~Variations ~~marijuana~~in ~~testing~~state ~~industry~~and ~~will~~local ~~continue~~regulation toand ~~increase~~enforcement asin itstates isthat ~~just~~have inlegalized ~~its~~medical ~~infancy. The~~cannabis ~~following~~that ~~States~~may ~~have~~restrict ~~enacted~~marijuana-related ~~some~~activities, ~~form~~including ofactivities related to medical ~~marijuana~~cannabis ~~laws:~~may ~~Alaska,~~negatively ~~Arizona,~~impact ~~California,~~our ~~Colorado,~~revenues ~~Connecticut,~~and ~~Delaware,~~profits. ~~Florida,~~Individual ~~Georgia,~~state ~~Hawaii,~~laws ~~Illinois,~~do ~~Maine,~~not ~~Maryland,~~always ~~Massachusetts,~~conform ~~Michigan,~~to ~~Minnesota,~~the ~~Montana,~~federal ~~Nevada,~~standard ~~New~~or ~~Hampshire,~~to ~~New~~other ~~Jersey,~~states ~~New~~laws. ~~Mexico,~~A ~~New~~number ~~York,~~of ~~Oregon,~~states ~~Ohio,~~have ~~Rhode~~decriminalized ~~Island,~~marijuana ~~Vermont,~~to ~~Washington~~varying degrees, ~~and~~other ~~the~~states ~~District~~have ofcreated ~~Columbia.~~exemptions ~~The~~specifically ~~following~~for ~~States~~medical cannabis, and several have ~~legalized~~both ~~the~~decriminalization ~~recreational~~and ~~use~~medical oflaws. ~~marijuana:~~Ten states, Alaska, California, Colorado, Maine, Massachusetts, Michigan Nevada, Oregon, Vermont and Washington, and Washington D.C. Ofhave legalized the ~~States~~recreational use of cannabis. Variations exist among states that have ~~enacted~~legalized, ~~some~~decriminalized ~~form~~or ofcreated medical marijuana ~~laws~~exemptions. For example, ~~the~~Alaska ~~following~~and Colorado have ~~enacted~~limits on the number of marijuana ~~testing~~plants orthat ~~sampling~~can ~~requirements:~~be ~~Alaska,~~homegrown. ~~California,~~In ~~Colorado,~~most ~~Connecticut~~states, ~~Delaware,~~the ~~Hawaii,~~cultivation ~~Illinois,~~of ~~Maine,~~marijuana ~~Maryland,~~for ~~Massachusetts,~~personal ~~Minnesota,~~use ~~Nevada,~~continues ~~New~~to ~~Hampshire,~~be ~~New~~prohibited ~~Jersey,~~except ~~New~~for ~~Mexico,~~those ~~New~~states ~~York,~~that ~~Oregon,~~allow ~~Vermont,~~small-scale ~~and~~cultivation ~~Washington.~~by ~~The~~the ~~State~~individual ofin ~~Georgia~~possession ~~does~~of ~~not~~medical ~~allow~~marijuana ~~for~~needing ~~dispensaries~~care or ~~cultivation,~~that ~~and~~person's ~~only~~caregiver. ~~permits~~Active ~~the~~enforcement ~~medicinal~~of ~~use~~state oflaws athat ~~low~~prohibit ~~dose~~personal cultivation of ~~cannabis~~marijuana ~~oil,~~may ~~therefore~~indirectly ~~the~~and ~~State~~adversely ~~has~~affect ~~not~~our ~~enacted~~business ~~marijuana~~and ~~testing~~our ~~requirements~~revenue and profits.

~~Competition~~Marijuana remains illegal under Federal law. Marijuana is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

~~● Pharmaceutical~~Laws ~~Testing. Inasmuch as this industry is in its infancy, it is clear that there is currently competition~~ and ifregulations ~~the~~affecting ~~industry goes as we anticipate it will, new entrants to~~ the ~~market~~medical ~~will~~marijuana beindustry ~~inevitable. However, there~~ are ~~certain~~constantly ~~barriers~~changing, towhich ~~entry~~could ~~which~~detrimentally ~~clearly~~affect ~~benefit~~our ~~Pazoo. For~~proposed ~~example:~~operations.

1.Local, ~~Cost~~state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter certain aspects of ~~establishing~~our abusiness ~~testing~~plan ~~laboratory.~~which ~~The~~requires ~~cost~~additional funding to ~~setting~~complete. upIn aaddition, ~~fully~~violations ~~operational~~of ~~laboratory~~these laws, ~~depending~~or onallegations ~~the~~of ~~variety~~such violations, could disrupt certain aspects of our business plan and ~~number~~result in a material adverse effect on certain aspects of ~~tests~~our ~~the~~planned ~~laboratory~~operations. ~~can~~In doaddition, ~~can~~it ~~range~~is ~~for~~possible ~~$500,000~~that regulations may be enacted in the future that will be directly applicable to ~~$2,000,000~~certain aspects of our proposed medical marijuana businesses. ~~Pazoo~~We ~~has~~cannot predict the ~~advantage~~nature of ~~going~~any ~~through~~future ~~this~~laws, ~~process~~regulations, ~~with~~interpretations MAor ~~& Associates~~applications, ~~LLC~~nor ~~and~~can ~~had~~we ~~built~~determine ~~relationships~~what ~~with~~effect ~~equipment~~additional ~~suppliers~~governmental ~~for~~regulations ~~the~~or ~~lease~~administrative policies and~~/or~~ ~~purchase~~procedures, ofwhen ~~the~~and ~~equipment~~if ~~needed~~promulgated, tocould ~~run~~have aon ~~laboratory~~our business.

2.7 ~~The~~Table ~~Need for a Proven Set~~ of Testing protocols. Nevada boasts the most stringent testing laws in the nation and we are developing our own standard testing protocols by which to operate in this state and subsequently in other states in the future.Contents

3.We ~~Limited~~may ~~Number~~not ofobtain ~~Licenses~~the necessary permits and authorizations to beoperate ~~Issued~~our marijuana businesses. ~~Each~~We ~~state~~may ~~has~~not ~~its~~be ~~own~~able ~~regulations~~to ~~for~~obtain or maintain the ~~licensing~~necessary oflicenses, ~~testing~~permits, ~~laboratories.~~authorizations ~~Many~~or ~~states~~accreditations, ~~such~~or asmay ~~Nevada~~only be able to do so at great cost, ~~limit~~to ~~the~~operate ~~number~~our ofmarijuana ~~licenses~~testing ~~which~~businesses. In addition, we may not be ~~issued.~~able ~~Accordingly,~~to ifcomply fully with the ~~maximum~~wide ~~number~~variety of ~~licenses~~laws ~~has~~and ~~been~~regulations ~~issued,~~applicable ~~there~~to ~~would~~the bemarijuana aindustry. ~~complete~~Failure ~~bar~~to comply with or to obtain the ~~entry~~necessary oflicenses, ~~new~~permits, ~~competitors~~authorizations or accreditations could result in restrictions on our ability to operate our marijuana businesses, which could have a material adverse effect on our business.

~~● Health~~If &we ~~Wellness~~incur ~~Websites~~substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer. ~~Pazoo.com~~ isOur aparticipation ~~site~~in ~~for~~the ~~people~~marijuana ~~who~~industry ~~want~~may lead to ~~live~~litigation, aformal ~~healthy~~or ~~life~~informal complaints, enforcement actions, and ~~also~~inquiries ~~want~~by ~~the~~various ~~same~~federal, ~~for~~state, ~~their~~or ~~pets. Based~~local ongovernmental ~~our~~authorities ~~market~~against ~~research~~these subsidiaries. Litigation, wecomplaints, ~~have~~and ~~not~~enforcement ~~identified~~actions ~~other~~involving ~~web~~these ~~sites~~subsidiaries ~~that~~could ~~offer~~consume ~~our~~considerable ~~dual~~amounts ~~health~~of financial and ~~wellness~~other ~~offerings~~corporate resources, ~~catering~~which tocould ~~the~~have ~~health~~a ofnegative ~~people~~impact ~~and~~on ~~pets~~our sales, revenue, profitability.

~~There~~We ~~are~~may ~~indirect~~have ~~competitors,~~difficulty ~~which~~accessing ~~offer~~the ~~medical~~service ~~advice~~of ~~such as WebMD. However~~banks, ~~these~~which ~~sites~~may ~~have,~~make init ~~relative~~difficult ~~terms,~~for aus ~~narrow~~to ~~focus~~operate. onSince ~~medical issues and don't focus on~~ the ~~broader~~use ~~area~~ of ~~health~~marijuana ~~and~~is ~~wellness.~~illegal Weunder ~~are~~federal ~~not~~law, ~~looking~~there tois ~~be an in depth resource about~~ a ~~specific~~strong ~~ailment~~argument orthat ~~condition,~~banks ~~which~~cannot isaccept ~~the~~for ~~main~~deposit ~~focus~~funds ~~for~~from ~~WebMD~~businesses ~~and~~involved ~~other~~with ~~similar~~the ~~sites~~marijuana industry. ~~In effect~~Consequently, webusinesses ~~are~~involved ~~not~~in ~~competing~~the ~~with~~marijuana ~~those~~industry ~~sites~~often ~~per~~have ~~se,~~difficulty ~~because~~finding ifa ~~you~~bank ~~want~~willing ~~specific~~to ~~information~~accept ontheir abusiness. ~~specific~~The ~~ailment~~inability orto ~~condition~~open abank ~~consumer~~accounts ~~will~~may ~~perform~~make ~~internet~~it ~~searches~~difficult ~~and~~for ~~end~~us upto atoperate ~~sites~~our ~~such~~contemplated asmarijuana ~~WebMD~~businesses.

~~People~~The ~~Focused. We~~stock ~~are~~symbol ~~about~~on ~~living~~otcmarkets.com acurrently ~~healthy~~shows ~~and~~a ~~happy~~stop ~~lifestyle~~sign ~~which~~symbol ~~includes~~next ~~making~~to ~~sure~~the ~~that~~stock. aThe ~~visitor~~stop ~~has~~sign on the ~~proper~~website ~~health~~stands ~~and~~for ~~wellness~~“pink ~~experts~~no ~~involved~~information”. inPink ~~their~~no ~~lives~~information ~~when~~companies ~~professionals~~may ~~are~~be ~~needed.~~unwilling Onor ~~the~~unable ~~people~~to ~~side~~provide wedisclosure ~~are~~to ~~looking~~public ~~for~~markets, ~~the~~either ~~same~~to ~~audience~~a ~~as Health.com~~regulator, ~~Shape.com,~~an ~~EveryDayHealth.com~~exchange, ~~etc.,~~or ~~which~~OTC ~~are~~markets ~~very informative sites~~group. ~~These~~This ~~sites~~occurs ~~primarily~~when ~~focus~~the onstock ~~diets~~falls ~~and~~behind ~~exercise.~~in ~~While~~its ~~Pazoo~~regular ~~does~~reporting ~~provide~~with ~~content~~the ~~related~~SEC. toPer ~~diets~~the ~~and~~Company’s ~~exercise,~~press werelease godated ~~beyond~~September ~~that~~10, ~~offering~~2020, a“Pazoo, ~~comprehensive~~Inc. ~~look~~is atstill ~~health~~focused ~~and~~on ~~wellness~~its bycurrent ~~going~~primary togoal ~~areas~~of ~~like~~becoming ~~military~~fully ~~health~~reporting ~~and~~with ~~wellness~~the SEC. WeThe ~~not~~Company ~~only~~has ~~have~~been ~~professional~~working ~~writers~~on ~~addressing~~multiple ~~these~~years ~~issues~~of ~~but~~financial westatements ~~have~~concurrently ~~our~~and ~~Pazoo~~hopes ~~experts~~to ~~discussing~~file ~~these~~the ~~issues.~~2017 InForm ~~another~~10-K ~~words,~~in ~~we go outside~~ the ~~narrow~~upcoming ~~focus~~weeks. ~~that~~Thereafter ~~other~~it ~~sites~~plans ~~have,~~to ~~utilizing~~continue ~~our~~to ~~own~~move ~~Experts~~on asto ~~well~~2018 asand ~~professional~~so ~~writers~~forth.”

6There is only a limited public trading market for the common stock. Investors may not be able to resell their common stock or stock underlying convertible debt, warrants and/or preferred stock, if at all, and thus could lose all or part of their investment. The common stock is listed on the OTC Bulletin Board under the symbol PZOO. Listing on the OTC Bulletin Board does not constitute any endorsement or approval of a listed company or its securities, and the OTC Bulletin Board does not review or monitor an issuer's activities. Our common stock is a "penny stock" (as defined in Exchange Act Rule 3a-51) which means that brokers can only buy or sell the common stock on an unsolicited basis. The penny stock rule and similar regulations will reduce the likelihood that a liquid trading market will arise for the common stock. The common stock may trade at less than the offering price. Because our stock is a "penny stock" a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, Pazoo's common stock.

~~Table~~In the absence of ~~Contents~~a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 15c2-6 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities. Under such rule, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share.

~~Pet~~The ~~Focused. We~~Securities ~~compete~~Enforcement ~~with~~and ~~websites~~Penny inStock Reform Act of 1990 requires additional disclosures related to the ~~pet~~market ~~owner~~for ~~space.~~penny ~~These~~stocks ~~sites~~and ~~are~~for ~~usually~~trades ~~more~~in ~~narrowly~~any ~~focused~~stock ~~than~~defined ~~Pazoo~~as a penny stock. The Commission's ~~approach~~regulations under such Act define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a ~~broad~~market ~~view~~price or exercise price of ~~the~~less ~~Pet~~than ~~world~~$5.00 ~~Most~~per ~~pet~~share ~~sites~~and ~~are~~allow for ~~shopping~~the ~~(Petco.com)~~enforcement oragainst aviolators ~~specific~~of ~~area~~the ~~like~~proposed ~~adoption/rescue~~rules. In addition, ~~etc.~~unless ~~(Breeders.net~~exempt, ~~Dogfriendly.com~~the --rules ~~travel~~require ~~advice).~~the Wedelivery, ~~take~~prior to any transaction involving a ~~broad~~penny ~~view~~stock, ~~providing~~of ana ~~ongoing~~disclosure ~~experience~~schedule prepared by the Commission explaining important concepts involving the penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to ~~learn~~the ~~more~~customer, a toll-free telephone number for inquiries about athe ~~lot~~broker/dealer's disciplinary history, and the customer's rights and remedies in case of ~~different~~fraud ~~areas~~or abuse in the ~~pet world~~sale. SoDisclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and if athe ~~visitor~~broker/dealer is athe ~~pet~~sole ~~lover~~market-maker, (the broker/dealer must disclose this fact and its control over ~~60%~~the ofmarket. ~~American~~Finally, ~~homes~~monthly ~~have~~statements ~~pets)~~must ~~then~~be ~~this~~sent ~~visitor~~disclosing ~~can~~recent goprice toinformation ~~pazoo.com~~for ~~and~~the ~~find~~penny astock ~~wide~~held ~~array~~in ofthe ~~topics~~account and ~~new~~ information on the limited market in penny stocks.

~~● E-Commerce. The~~8 ~~online~~Table commerce market is rapidly evolving and intensely competitive, and we expect the competition to intensify in the future. Barriers to entry are minimal, and current and new competitors can launch new sites at a relatively low cost. In addition, the health improvement industry is intensely competitive. We currently or potentially compete with a variety of ~~other companies. These competitors include:~~Contents

1.While ~~Direct~~many ~~competitors~~NASDAQ ~~that~~stocks ~~specialize~~are incovered orby ~~derive~~the aproposed ~~substantial~~definition ~~portion~~ of ~~their~~penny ~~revenues~~stock, transactions in NASDAQ stock are exempt from ~~online~~all ~~retail~~but ~~and~~the ~~direct~~sole ~~marketing~~market-maker ofprovision ~~health~~for (i) issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor and ~~wellness~~(iii) ~~products~~transactions that are not recommended by the broker/dealer. In addition, ~~including~~transactions ~~Vitacost;~~in a NASDAQ security directly with the NASDAQ market-maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives.

2Our financial statements have been prepared assuming that the Company will continue as a going concern. ~~Various~~Our ~~nutrition~~audited ~~centers~~financial statements for the fiscal year ended December 31, 2017 have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements for the years ended December 31, 2017, and ~~vendors~~2016, the continuation of ~~other~~the ~~health~~Company ~~related~~as ~~products~~a ~~such~~going asconcern ~~sports~~is ~~nutrition~~dependent upon the continued financial support through sales of the Company's common stock, ~~diet~~the ability to raise equity or ~~other~~debt ~~wellness~~financing, ~~products~~and the attainment of profitable operations from the Company's planned business. Our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in their audit report for the fiscal years ended December 31, ~~including~~2017, ~~General~~and ~~Nutrition~~2016. ~~Centers;~~If we are unable to raise additional capital or borrow money we will not be able to continue our operating plans. If that were to occur the Company would be forced to suspend or terminate operations and, in all likelihood cause investors to lose their entire investment.

3Dependence on Key Personnel and Management of Growth. ~~Online~~The ~~vendors~~Company's success and growth will depend upon its ability to attract and retain skilled employees and the ability of ~~dietary~~its ~~supplements,~~officers ~~vitamins,~~and ~~minerals~~key employees to initiate and ~~herbs,~~to ~~with~~manage ~~significant~~successfully ~~brand~~any ~~awareness~~growth. Any failure to do so could have a material adverse effect on the Company's operations. The Company expects that, ~~sales~~in ~~volume~~order to attract and ~~customer~~retain ~~bases~~skilled employees, the Company will have to offer to such asprospective employees an equity participation in the Company. Such equity participation could dilute the existing investors' ownership interest, resulting in diminished potential earnings per share and/or ~~VitaminShoppe~~book value.

WeIf ~~believe~~we ~~that~~fail ~~the~~to ~~principal~~maintain ~~competitive~~an ~~factors~~effective insystem ~~our~~of ~~market~~internal ~~are~~controls, ~~brand~~we ~~recognition,~~may ~~selection,~~not ~~convenience,~~be ~~price,~~able ~~accessibility,~~to ~~customer~~accurately ~~service,~~report ~~and~~our ~~speed~~financial ofresults ~~order~~or ~~fulfillment~~prevent fraud. ~~Many~~As ofa ~~our~~result, current and potential ~~competitors~~stockholders ~~have~~could ~~longer~~lose ~~operating~~confidence ~~histories,~~in ~~larger~~our ~~customer~~financial ~~bases~~reporting, ~~greater~~which ~~brand~~would ~~recognition~~harm ~~and~~our ~~significantly~~business ~~greater~~and ~~financial,~~the ~~marketing~~trading ~~and~~price ~~other~~of ~~resources~~our ~~than Pazoo~~stock. InEffective ~~addition,~~internal ~~online~~controls ~~retailers~~are ~~may~~necessary befor ~~acquired~~us ~~by,~~to ~~receive~~provide ~~investments~~reliable ~~from~~financial orreports ~~enter~~and ~~into~~effectively ~~other~~prevent ~~commercial~~fraud. ~~relationships~~If ~~with~~we ~~larger,~~cannot ~~well-established~~provide ~~and~~reliable ~~well-financed~~financial ~~companies~~reports asor ~~use~~prevent offraud, ~~the~~our ~~Internet~~brand and ~~other~~operating ~~online~~results ~~services~~could ~~increases. Some of our competitors may~~ be ~~able~~harmed. toWe ~~secure~~have ~~merchandise~~in ~~from~~the ~~vendors~~past ~~on terms that are more favorable~~discovered, ~~devote~~and ~~greater~~may ~~resources~~in tothe ~~marketing~~future ~~and promotional campaigns~~discover, ~~adopt~~areas ~~more~~of ~~aggressive~~our ~~pricing~~internal orcontrols ~~inventory~~that ~~availability~~need ~~policies~~improvement. ~~and~~We ~~devote~~are ~~substantially~~continuing ~~more~~to ~~resources~~work to ~~website~~improve ~~and systems development than~~ our ~~company.~~internal ~~Increased~~controls, ~~competition~~including ~~may result~~ in ~~reduced~~the ~~operating~~areas ~~margins~~of access, ~~loss~~segregation of ~~market~~duties ~~share~~ and asecurity. ~~diminished~~We ~~brand~~cannot ~~franchise.~~be ~~There~~certain ~~can~~that bethese nomeasures ~~assurance~~will ensure that we ~~will~~implement beand ~~able~~maintain toadequate ~~compete~~controls ~~successfully~~over ~~against~~our ~~current~~financial processes and ~~future~~reporting ~~competitors,~~in ~~and~~the ~~competitive~~future. ~~pressures~~Any ~~faced~~failure byto usimplement ~~may~~required ~~have~~new aor ~~material~~improved ~~adverse~~controls, ~~effect~~or ondifficulties ~~our~~encountered ~~financial~~in ~~condition,~~their ~~operational results~~implementation, ~~business,~~could ~~and~~harm ~~prospects. Furthermore,~~our asoperating aresults ~~strategic~~or ~~response~~cause us to ~~changes~~fail into ~~the~~meet ~~competitive~~our ~~environment,~~reporting weobligations. ~~may~~Inferior ~~from~~internal ~~time~~controls tocould ~~time~~also ~~make~~cause ~~certain~~investors ~~pricing,~~to ~~service~~lose orconfidence ~~marketing~~in ~~decisions~~our orreported ~~acquisitions~~financial ~~that~~information, which could have a ~~material~~negative ~~adverse~~ effect on ~~our~~the ~~financial~~trading ~~condition,~~price ~~operational~~of ~~results,~~our ~~business, and prospects~~stock.

~~Item~~We 1Ahave reported material weaknesses in internal controls over financial reporting as of December 31, 2017 and we cannot assure you that additional material weaknesses will not be identified in the future or that we can effectively remediate our reported weaknesses. ~~Risk~~ ~~Factors~~If our internal control over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement or our filings may not be timely and investors may lose confidence in our reported financial information.

~~General~~Section ~~Risks~~404 ~~Relating~~of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our ~~Business~~internal control over financial reporting as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting in each Annual Report on Form 10-K.

WeOur ~~have~~management, ~~only~~including aour ~~limited~~Chief ~~operating~~Executive ~~history.~~Officer Weand ~~have~~Acting ~~had~~Chief ~~only~~Financial ~~limited~~Officer, ~~sales~~does ~~and~~not ~~revenue~~expect ~~during~~that our ~~operating~~internal ~~history.~~control Weover ~~have~~financial ~~never~~reporting ~~been~~will ~~profitable~~prevent all errors and all fraud. WeA ~~cannot~~control ~~therefore~~system, ~~forecast~~no ~~with~~matter ~~any~~how ~~accuracy~~well designed and operated, can provide only reasonable, not absolute, assurance that the ~~results~~control system's objectives will be met. Further, the design of ~~operations~~a ~~for~~control system must reflect the ~~next~~fact ~~fiscal~~that ~~year~~there are resource constraints, ~~nor~~and ~~predict~~the ~~our~~benefits ~~need~~of ~~for~~controls ~~cash~~must be considered relative to their costs. ~~Our~~Controls ~~revenues~~can ~~may~~be ~~not~~circumvented ~~grow~~by asthe ~~anticipated~~individual acts of some persons, ~~and~~by ~~revenues~~collusion ~~are~~of ~~dependent~~two onor ~~consumer~~more ~~acceptance~~people, ofor ~~our~~by ~~products~~management ~~and~~override ~~services~~of ~~and~~the ~~website~~controls. Over time, ~~our~~controls ~~ability~~may tobecome ~~market~~inadequate ~~our~~because ~~products~~changes ~~and~~in ~~services~~conditions ~~and~~or ~~website,~~deterioration in the ~~effect~~degree of ~~competition,~~compliance ~~and~~with ~~general~~policies ~~economic~~or ~~factors~~procedures ~~beyond~~may ~~our~~occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~Regulation~~As ofa ~~Pharmaceutical~~result, ~~Testing~~we ~~Facilities~~cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future or that we can effectively remediate our reported weaknesses. ~~There~~ ~~are~~Any ~~stringent~~failure ~~regulatory~~to ~~risks~~maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding disclosure controls and ~~guidelines~~the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The ~~risk~~existence ~~factors~~of ~~set~~a ~~forth~~material ~~below~~weakness ~~relate~~could toresult ~~risks~~in ~~related~~errors toin ~~testing~~our ~~facilities~~financial statements that could result in ~~the~~a ~~State~~restatement of ~~Nevada~~financial statements, ~~where~~cause MAus &to ~~Associates,~~fail ~~LLC~~to ~~has~~timely ~~been~~meet ~~granted~~our areporting ~~State~~obligations ~~license~~and cause investors to lose confidence in our reported financial information. Overall, there are insufficient controls in place as aof ~~testing~~December ~~facility~~31, 2017.

1.9 ~~Local~~Table ~~Regulatory Risk. The primary local regulatory risk faced by medical marijuana facilities is that~~ of the local municipality enacting a moratorium on the issuance of business licenses. Some of the local municipalities have gone back and forth regarding whether and what categories of medical marijuana facilities they will allow in their jurisdiction. Municipalities from the City of Henderson to the City of North Las Vegas have vacillated between a full moratorium, a moratorium on dispensaries only, and no moratorium at all.Contents

2.We ~~State~~Have ~~Regulatory~~Been ~~Risk~~Unable to Stay Current on Our Periodic Filings with the Securities and Exchange Commission. OnUnder ~~November~~the ~~7th,~~Exchange ~~2000~~Act, ~~65%~~the Company (as reporting company) is required to provide investors on a regular basis with periodic reports that contain important financial and business information. Examples of ~~Nevada~~these ~~voters~~reports ~~passed~~include ~~'Question~~the 9'annually ~~which~~filed ~~went~~Form ~~into~~10-K ~~effect~~or ~~October~~Form ~~1st~~20-F, ~~2001~~and the quarterly filed Form 10-Q. ~~Question~~Periodic 9reports ~~amended~~help investors to make informed investment decisions about the ~~States~~purchase or sale of a reporting company's ~~constitution~~securities. ~~recognizing~~The ~~the~~timely ~~medical~~and ~~use~~complete submission of ~~marijuana~~periodic reports provides investors with information to help them make informed investment decisions. The SEC's Divisions of Enforcement and ~~removing~~Corporation Finance jointly established the ~~state-level~~Delinquent ~~criminal~~Filings ~~penalties~~Program ~~for~~in ~~the~~2004 ~~use,~~to ~~possession~~encourage ~~and~~reporting ~~cultivation~~companies ofthat ~~marijuana~~are bydelinquent ~~qualified~~in ~~patients~~filing their periodic reports to submit their periodic reports or rectify deficient periodic reports. ~~Nevada~~The ~~marijuana~~SEC's ~~laws~~Delinquent ~~allow~~Filings ~~the~~Group ~~legal~~in ~~use~~its Division of ~~medical~~Enforcement ~~marijuana~~conducts byinvestigations ainto ~~patient~~possible ~~with~~violations ~~'written~~of ~~documentation~~the federal securities laws' periodic reporting obligations, and aprosecutes ~~'registry~~administrative ~~identification~~proceedings ~~card'~~against these companies when appropriate. The ~~will~~Division of Corporation Finance identifies reporting companies that are delinquent filers and usually provides them with notice of their failure to submit periodic reports. If a reporting company identified as a delinquent filer fails to submit its periodic reports, Section 12(k) of the ~~people~~Exchange ~~was~~Act ~~codified~~gives the SEC the authority to suspend trading in ~~Nevada~~a ~~Revised~~security ~~Statute~~for ~~453A.~~up ~~Despite~~to 10 trading days if the ~~fact~~SEC believes that a suspension is required to protect investors and the ~~people~~public ofinterest. A trading suspension by the ~~State~~SEC ofhalts ~~Nevada~~the ~~expressed~~trading ~~their~~in ~~wish~~a security on all trading platforms (e.g., national securities exchanges, over-the-counter market, or alternative trading systems). In addition, Section 12(j) gives the SEC the authority to ~~legalize~~revoke, ~~medical~~or ~~marijuana~~suspend infor ~~2000~~up to twelve months, ~~NRS~~an ~~453A~~issuer's ~~was~~securities ~~not~~registration ~~fully~~if, ~~adopted~~after ~~until~~an ~~April~~administrative 1hearing, ~~2014~~the SEC finds that an issuer violated the Exchange Act by failing to file its periodic reports.

7The Global COVID-19 Pandemic Could Adversely Affect Our Business Operations.The Company, including its 30% equity investee, MA & Associates LLC, could be adversely affected by the worldwide Covid-19 pandemic in, among others, the following ways: (i) Travel and tourism disruptions in Nevada and specifically, Las Vegas, could affect the demand for cannabis which in turn could affect current efforts to ramp up operations and become cash flow positive; (ii) Cannabis, and cannabis derived products, could experience production interruptions due to infected workers that could in turn affect the demand for MA's testing services; (iii) If dispensaries are forced to close or scale back sales due to the pandemic, and/or experience disruptions in staffing, that could also disrupt MA's business and its ability to collect on accounts receivable; (iv) Any disruption in the supply chain of critical supplies needed to perform testing could interrupt the processing of test samples; and (v) In a highly regulated and specialized industry such as the testing of cannabis products, the extended absence of any key employee due to illness could cause a delay or suspension of testing. As of the date of this report, none of the aforementioned has occurred.

~~Table~~Item of1B. ~~Contents~~Unresolved Staff Comments

3None. Federal Regulatory Risk. Due to the current federal laws prohibiting the use of cannabis for any reason, medical or non-medical, the regulatory risks associated with federal enforcement of the Controlled Substances Act are the most serious threat to the medical marijuana industry as a whole. Fortunately, the U.S. Department of Justice (USDOJ) thus far has taken a stance on the matter that it will enforce the law to prevent sales to minors, sales by criminal enterprises or gangs, interstate commercial trade of medical marijuana, and medical marijuana as a pretext for trafficking other controlled substances. The USDOJ has specifically declared that it will leave all other enforcement to the States to enforce as they see fit and in compliance with their own State laws. There is no guaranty that this policy of limited enforce by the USDOJ will continue in the future. Strict enforcement of the Controlled Substances Act could have a crippling effect on the marijuana industry. During the Presidential campaign, President Donald Trump stated he would seek to enforce the federal law. In recent pronouncements, United States Attorney General Jeff Sessions said that enforcement of Federal Law in this area is a distinct possibility and would be a change over the policies of the previous administration. Additionally, because of the uncertainly in the future outcome of federal enforcement, many conventional lenders and banking institutions are reluctant to make large investments, or create banking and clearing relationships in this industry.

~~Federal~~Item ~~regulation and enforcement may adversely affect the implementation of medical marijuana laws and regulations may negatively impact our revenues and profits~~2. ~~Currently,~~ there are 24 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the "CSA"), the policies and regulations of the Federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be possession of marijuana in violation of federal law with respect to MA & Associates, LLC's business operations or we may be deemed to be facilitating the selling or distribution, or aiding and abetting the selling or distribution, of drug paraphernalia in violation of federal law with respect to CK Distribution's business operations. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings and stated federal policy remains uncertain.Properties

~~The~~Our ~~U.S.~~corporate ~~Supreme~~headquarters ~~Court~~is ~~declined~~located toat ~~hear~~34 aDeForest ~~case brought by San Diego County~~Ave, ~~California~~Unit that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of Appeals wrote in its unanimous ruling9, ~~"Congress~~East ~~does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws." However~~Hanover, inNew ~~another~~Jersey ~~case, the U~~07936.S. ~~Supreme~~Pazoo's ~~Court~~office ~~held~~facilities ~~that,~~are asspecifically ~~long~~used asto ~~the~~further ~~CSA~~our ~~contains~~business prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposesendeavors.

InItem an effort to provide guidance to federal law enforcement, the Department of Justice (the "DOJ") has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 20133. ~~Each~~Legal memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.Proceedings

~~The~~In April 2013, the Company filed a complaint against Edataworx, Inc. for return of monies and stock under an agreement dated August 292012. On November 4, 2013, ~~memorandum~~the ~~provides~~Company ~~updated~~filed ~~guidance~~an amended complaint now seeking total damages of $105,000 and a return, for cancellation, of the 20,000 shares of company's common stock issued to ~~federal~~Edataworx ~~prosecutors~~Inc. ~~concerning~~On ~~marijuana~~November ~~enforcement~~21, 2013, Edataworx, Inc. filed an Answer to the Amended Complaint denying the allegations and asserted a Counter-Claim against the Company in ~~light~~the amount of ~~state~~$25,000. ~~laws~~Edataworx, ~~legalizing~~Inc. ~~medical~~also filed a Third-Party Complaint against Integrated Capital Partners, Inc. (an investor of the Company) for the same $25,000. On February 27, 2015, the parties agreed to settle all claims whereby Edataworx, Inc. will pay to the Company a total of $35,000 in three installments. Additionally, Edataworx, Inc. will be allowed to retain a minimum of 15,000 shares of the Company's common stock previously issued with the possibility to retain all 20,000 shares if Edataworx Inc. elects to sell the 15,000 shares agreed upon, and ~~recreational~~the ~~marijuana~~aggregate ~~possession~~sales price is less than $2.00 per share. Edataworx, Inc. failed to make any required payments. On February 25, 2016 new action to enforce the Settlement Agreement, including a claim for attorney's fees as provided for in ~~small~~the ~~amounts~~Settlement Agreement, was filed. Edataworx failed to respond to the Complaint in the action to enforce the Settlement Agreement. On September 16, 2016 a Judgment was entered in favor of the Company in the Amount of $35,012. The Company is currently seeking to enforce the Judgment.

~~The~~On ~~memorandum~~or ~~sets~~about ~~forth~~April ~~certain~~21, ~~enforcement~~2017, ~~priorities~~Eri ~~that~~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 ~~important~~derivative toin nature and based on theories of corporate alter ego. The Company disputes any liability however as of May 2018, Pazoo, Inc. entered into a settlement with Ms. Eveland in the ~~federal~~amount ~~government:~~of $5,000 cash and 40,000 Series C Preferred Shares of stock valued at $1,200 at the time of issuance. As of the current date, the Company has completed its obligation of the settlement agreement.

●Item ~~Distribution~~4. ofMine ~~marijuana~~Safety ~~to children;~~Disclosures

~~● Revenue from the sale of marijuana going to criminals;~~None.

●10 ~~Diversion~~Table of ~~medical marijuana from states where it is legal to states where it is not;~~Contents

●PART ~~Using state authorized marijuana activity as a pretext of other illegal drug activity;~~II

●(a) ~~Preventing~~Market ~~drugged~~for ~~driving;~~Our Common Shares

●Our ~~Growing~~common ~~marijuana~~shares are quoted on ~~federal~~the ~~property;~~OTC Pink Sheets under the symbol PZOO. The high and low common closing stock prices per share during the periods indicated were as follows:

● Preventing possession or use of marijuana on federal property.

Quarter Ended	March 31		June 30		September 30		December 31		Year

2017
High		0.0750		0.0750		0.0065		0.0035		0.0750
Low		0.0250		0.0021		0.0014		0.0002		0.0002

2016
High		0.0500		0.0319		0.0010		0.0005		0.0500
Low		0.0100		0.0009		0.0001		0.0002		0.0001

~~The~~NUMBER ~~DOJ~~OF ~~has~~HOLDER ~~not~~OF ~~historically~~OUR ~~devoted~~COMMON resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits.SHARES

8As of the date of this filing there are six thousand and seventy one (6,071) holders of record of our common shares.

~~Table~~DIVIDEND ~~of Contents~~POLICY

We ~~could~~have benever ~~found~~paid tocash beor ~~violating~~any ~~laws~~other ~~related~~form ~~to medical cannabis. The risk~~ of ~~strict~~dividend ~~enforcement~~on ofour ~~the~~common ~~CSA in light of Congressional activity~~stock, ~~judicial holdings~~ and ~~stated federal policy remains uncertain. Because~~ we do not ~~currently~~anticipate ~~cultivate,~~paying ~~produce,~~cash ~~sell~~dividends orin ~~distribute~~the ~~any~~foreseeable ~~medical~~future. ~~marijuana~~Moreover, ~~but~~any wefuture docredit ~~test~~facilities ~~marijuana~~might ~~for~~contain ~~growers~~restrictions ~~and~~on ~~dispensaries~~our ~~and~~ability ~~may be deemed~~ to ~~facilitate~~declare ~~the~~and ~~selling~~pay ordividends ~~distribution~~on ofour ~~medical~~common ~~marijuana~~stock. inWe ~~violation~~plan ofto ~~federal~~retain ~~law.~~all ~~Also~~earnings, CKif ~~Distribution~~any, ~~LLC~~for ~~intends~~the toforeseeable ~~sell~~future ~~hydroponic~~for ~~and~~use ~~other~~in ~~equipment~~the tooperation ~~marijuana~~of ~~growers.~~our ~~Should~~business itand beto ~~determined~~fund ~~under~~ the ~~CSA~~pursuit ~~that~~of ~~our~~future ~~products~~growth. orFuture ~~equipment~~dividends, ~~are~~if ~~deemed~~any, towill ~~fall~~depend ~~under~~on, ~~the~~among ~~definition~~other ofthings, ~~drug~~our ~~paraphernalia~~results ~~because~~of ~~our~~operations, ~~products~~capital ~~could~~requirements beand ~~determined~~on tosuch beother ~~primarily~~factors ~~intended~~as orour ~~designed~~board ~~for~~of ~~use~~directors, in ~~manufacturing~~its ~~or producing cannabis~~discretion, wemay ~~could~~consider berelevant. ~~found~~We tohave beissued inshares ~~violation~~ of ~~federal~~Series ~~drug~~A ~~paraphernalia~~Preferred ~~laws~~Stock ~~and~~dividends ~~there~~on ~~may~~our bepreferred astock ~~direct~~in ~~and~~accordance ~~adverse~~with ~~effect~~the onSeries ~~our~~A ~~business~~Certificate ~~and~~of ~~our revenues and profits~~Designation.

~~Variations~~In inMarch ~~state and local regulation and enforcement in states that have legalized medical cannabis that may restrict marijuana-related activities~~2016, ~~including activities related to medical cannabis may negatively impact our revenues and profits. Individual state laws do not always conform to~~ the ~~federal~~Company ~~standard~~effected ora to1-for-100 ~~other~~reverse ~~states~~stock ~~laws.~~split ~~A number~~ of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. Eight states, Alaska, California, Colorado, Maine, Massachusetts, Nevada, Oregon, and Washington, have legalized the ~~recreational~~outstanding ~~use~~common ofstock ~~cannabis. Variations exist among states that have legalized, decriminalized or created medical marijuana exemptions. For example, Alaska and Colorado have limits on~~ ("the ~~number~~Reverse ofStock ~~marijuana~~Split") ~~plants~~whereby ~~that~~every ~~can~~one behundred ~~homegrown.~~(100) Inshares ~~most states, the cultivation~~ of ~~marijuana~~outstanding ~~for~~common ~~personal~~stock ~~use~~decreased ~~continues~~ to beone ~~prohibited~~(1) ~~except~~share ~~for those states that allow small-scale cultivation by the individual in possession~~ of ~~medical~~common ~~marijuana needing care or that person's caregiver~~stock. ~~Active~~The ~~enforcement~~impact of ~~state~~this ~~laws~~reverse ~~that~~stock ~~prohibit~~split ~~personal~~has ~~cultivation~~been ofretroactively ~~marijuana~~applied ~~may~~to ~~indirectly~~the ~~and~~financial ~~adversely~~statements ~~affect our business~~ and ~~our~~the ~~revenue~~related ~~and profits~~notes.

~~Marijuana~~In ~~remains~~2017, ~~illegal~~the ~~under~~Company ~~Federal~~filed ~~law. Marijuana~~a isForm 14-C in order to effectuate a ~~schedule~~1-Ifor-250 ~~controlled~~reverse ~~substance~~stock ~~and~~split isof ~~illegal~~the ~~under~~outstanding ~~federal~~common ~~law.~~stock ~~Even~~(the in"Reverse ~~those~~Stock ~~states~~Split") inwhereby ~~which~~every ~~the~~two ~~use~~hundred ofand ~~marijuana~~fifty ~~has~~(250) ~~been~~shares ~~legalized,~~of ~~its~~outstanding ~~use~~common ~~remains~~stock adecreases ~~violation~~to one (1) share of ~~federal~~common ~~law~~stock. ~~Since~~The ~~federal~~reverse ~~law~~stock ~~criminalizing~~split of 1-for-250 went into effect April 26, 2017. In 2018, the ~~use~~Company offiled ~~marijuana~~a ~~preempts~~Form ~~state~~14-C ~~laws~~in ~~that~~order ~~legalize~~to increase its ~~use,~~authorized ~~strict~~shares ~~enforcement~~from of3,000,000,000 ~~federal~~to ~~law~~40,000,000,000. ~~regarding~~In ~~marijuana~~March ~~would~~of ~~likely~~2019, ~~result~~the inCompany ~~our~~withdrew ~~inability~~the toForm ~~proceed~~14-C ~~with~~due ~~our~~to ~~business~~financial ~~plan~~constraints.

~~Laws~~In ~~and~~2018, ~~regulations affecting~~ the ~~medical~~Company ~~marijuana~~filed ~~industry~~a ~~are~~Form ~~constantly~~14-C ~~changing, which could detrimentally affect our proposed operations. Local, state and federal medical marijuana laws and regulations are broad~~ in ~~scope~~order ~~and subject~~ to ~~evolving~~increase ~~interpretations,~~its ~~which~~authorized ~~could~~shares ~~require~~from us3,000,000,000 to ~~incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition~~40, ~~violations of these laws~~000, ~~or allegations of such violations~~000, ~~could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects of our planned operations~~000. In ~~addition~~March 2019, itthe isCompany ~~possible~~withdrew ~~that regulations may be enacted in~~ the ~~future~~Form ~~that~~14-C ~~will~~due ~~be directly applicable~~ to ~~certain~~financial ~~aspects of our proposed medical marijuana businesses~~constraints. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

WeItem ~~may not obtain the necessary permits and authorizations to operate our marijuana businesses~~6. We ~~may~~Selected ~~not~~Financial be able to obtain or maintain the necessary licenses, permits, authorizations or accreditations, or may only be able to do so at great cost, to operate our marijuana testing businesses. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the marijuana industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations or accreditations could result in restrictions on our ability to operate our marijuana businesses, which could have a material adverse effect on our business.Data

IfAs we incur substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer. Our participation in the marijuana industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against these subsidiaries. Litigation, complaints, and enforcement actions involving these subsidiaries could consume considerable amounts of financial and other corporate resources, which could have a ~~negative~~smaller ~~impact~~reporting oncompany ~~our~~we ~~sales, revenue, profitability, and growth prospects. As our subsidiaries~~ are innot ~~various~~required ~~stages of the process of applying for licenses~~ to ~~test~~provide ~~marijuana in Nevada and Oregon, and are not as such presently engaged in~~ the ~~testing~~information ofrequired ~~marijuana, our subsidiaries have not been, and are not currently, subject to any material litigation, complaint or enforcement action regarding marijuana (or otherwise) brought~~ by ~~any~~this ~~federal, state, or local governmental authority~~item.

WeItem ~~may~~7. ~~have~~Management's ~~difficulty~~Discussion ~~accessing~~and ~~the~~Analysis ~~service~~ of ~~banks,~~Financial ~~which~~Condition ~~may~~and ~~make~~Results ~~it difficult for us to operate. Since the use~~ of marijuana is illegal under federal law, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for us to operate our contemplated marijuana businesses.Operations

~~There~~This isreport ~~only~~on aForm ~~limited~~10-K ~~public~~contains ~~trading~~forward-looking ~~market~~statements ~~for~~within the ~~common~~safe ~~stock. Investors~~harbor ~~may~~provisions ~~not~~of bethe ~~able~~Private toSecurities ~~resell~~Litigation ~~their~~Reform ~~common~~Act ~~stock~~of or1995. ~~stock~~Any ~~underlying~~statements ~~convertible~~in ~~debt,~~this ~~warrants~~Annual ~~and/or~~Report ~~preferred~~that ~~stock,~~are ifnot atstatements ~~all, and thus could lose all or part~~ of ~~their~~historical ~~investment.~~facts ~~The~~but ~~common~~rather ~~stock~~are isforward-looking ~~listed~~statements, onwhich ~~the~~involve ~~OTC~~risks ~~Bulletin~~and ~~Board under the symbol PZOO~~uncertainties. ~~Listing~~Without onlimiting the ~~OTC~~foregoing, ~~Bulletin~~the ~~Board~~words ~~does~~"believes," ~~not~~"anticipates," ~~constitute~~"plans," ~~any endorsement or approval of a listed company or its securities~~"expects," and ~~the~~similar ~~OTC~~expressions ~~Bulletin~~are ~~Board~~intended ~~does~~to ~~not~~identify ~~review~~forward-looking ~~or monitor an issuer's activities~~statements. Our ~~common~~actual ~~stock~~results ismay adiffer ~~"penny~~materially ~~stock"~~from ~~(as~~those ~~defined~~indicated in ~~Exchange~~the ~~Act Rule 3a~~forward-~~51)~~looking ~~which~~statements ~~means~~as ~~that~~a ~~brokers~~result ~~can~~of ~~only buy or sell~~ the ~~common~~factors ~~stock~~set onforth anelsewhere ~~unsolicited~~in ~~basis.~~this ~~The~~Annual ~~penny~~Report ~~stock~~on ~~rule~~Form ~~and~~10-K, ~~similar~~including ~~regulations~~under ~~will~~"Risk ~~reduce~~Factors." ~~the~~You ~~likelihood~~should ~~that~~read ~~a liquid trading market will arise for~~ the ~~common~~following ~~stock.~~discussion ~~The~~and ~~common~~analysis ~~stock~~together ~~may~~with ~~trade at less than the offering price. Because~~ our ~~stock~~audited isfinancial astatements ~~"penny~~for ~~stock"~~the aperiods ~~shareholder~~specified ~~may~~and ~~find it more difficult to dispose of, or to obtain accurate quotations as to~~ the ~~price~~related ~~of,~~notes ~~Pazoo's~~included ~~common stock~~herein.

911 Table of Contents

~~Table~~This ofreport ~~Contents~~on Form 10-K contains terminology referring to Pazoo, Inc., such as "us," "our," and "the Company."

InManagement ~~the~~intends ~~absence of a security being quoted on NASDAQ, or~~ the ~~Company~~following ~~having~~discussion ~~$2,000,000~~to inassist ~~net tangible assets, trading~~ in the ~~Common~~understanding ~~Stock is covered by Rule 15c2-6 promulgated under the Securities Exchange Act~~ of ~~1934~~our ~~for~~financial ~~non-NASDAQ~~position and ~~non-exchange~~our ~~listed~~results ~~securities. Under such rule, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess~~ of ~~$5,000,000~~operations orfor ~~individuals~~the ~~with~~years aended ~~net~~December ~~worth in excess of $1~~31,~~000,000~~ or2017 ~~an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser~~ and ~~receive~~December ~~the purchaser's written agreement to a transaction prior to sale. Securities are also exempt from this rule if the market price is at least $5.00 per share~~31, ~~or for warrants, if the warrants have an exercise price of at least $5.00 per share.~~2016

~~The~~Although ~~Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosures related to~~ the ~~market~~Company ~~for~~believes ~~penny stocks and for trades in any stock defined as a penny stock. The Commission's regulations under such Act define a penny stock to be any NASDAQ or non-NASDAQ equity security~~ that ~~has a market price or exercise price of less than $5.00 per share and allow for~~ the ~~enforcement~~expectations ~~against~~reflected ~~violators~~in of the ~~proposed~~forward-looking ~~rules. In~~statements ~~addition,~~are ~~unless exempt~~reasonable, the ~~rules~~Company ~~require~~cannot ~~the~~guarantee ~~delivery,~~future ~~prior to any transaction involving a penny stock~~results, oflevels ~~a disclosure schedule prepared by the Commission explaining important concepts involving the penny stock market, the nature~~ of ~~such market~~activity, ~~terms used in such market~~performance, ~~the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud~~ or ~~abuse in the sale~~achievements. ~~Disclosure~~ ~~also~~Except ~~must~~as berequired ~~made~~by ~~about~~applicable ~~commissions payable to both the broker/dealer and the registered representative~~law, ~~current~~including ~~quotations for~~ the securities, ~~and~~laws ifof the ~~broker/dealer~~United ~~is the sole market-maker~~States, the ~~broker/dealer~~Company ~~must~~does ~~disclose~~not ~~this~~intend ~~fact~~to ~~and~~update ~~its~~any ~~control~~of ~~over~~ the ~~market. Finally,~~forward-looking ~~monthly~~ statements ~~must~~to beconform ~~sent~~these ~~disclosing~~statements ~~recent~~to ~~price~~actual ~~information for the penny stock held in the account and information on the limited market in penny stocks~~results.

While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor and (iii) transactions that are not recommended by the broker/dealer. In addition, transactions in a NASDAQ security directly with the NASDAQ market-maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives.Overview

~~Our~~We ~~financial~~were ~~statements~~incorporated ~~have~~as ~~been~~a ~~prepared~~C-Corporation ~~assuming~~in ~~that~~ the ~~Company~~State ~~will~~of ~~continue~~Nevada as aIUCSS, ~~going concern~~Inc. ~~Our~~on ~~audited~~November ~~consolidated~~16, ~~financial~~2010 ~~statements~~and ~~for~~we ~~the~~established a fiscal year ~~ended~~end of December 31~~, 2016 have been prepared assuming the Company will continue as a going concern~~. AsOn ~~discussed~~May ~~in Note 2 to the consolidated financial statements for the years ended December 31~~9, ~~2016~~2011, ~~and~~we ~~2015,~~changed ~~the~~our ~~continuation~~name ofto ~~the Company as a going concern is dependent upon the continued financial support through sales of the Company's common stock~~Pazoo, ~~the~~Inc. ~~ability~~ to ~~raise~~take ~~equity~~advantage orof ~~debt~~unique ~~financing,~~branding and ~~the~~website ~~attainment of profitable operations from the Company's planned business~~opportunities. ~~Our~~We ~~independent~~are ~~registered public accounting firm has included an explanatory paragraph expressing substantial doubt about our ability to continue as~~ a ~~going~~start-up ~~concern~~health ~~in their audit report for the fiscal years ended December 31, 2016,~~ and ~~2015.~~wellness Ifcompany weoffering ~~are~~laboratory ~~unable~~testing toas ~~raise~~it ~~additional~~specifically ~~capital~~relates ~~or borrow money we will not be able~~ to ~~continue~~marijuana ~~our~~and ~~operating plans. If that were to occur~~ the ~~Company~~testing ~~would~~of bemarijuana ~~forced~~ to ~~suspend~~ensure orquality ~~terminate operations~~ and, insafety ~~all~~for ~~likelihood~~the ~~cause~~consumer ~~investors~~through toour ~~lose~~30% ~~their~~equity ~~entire~~level ~~investment~~investee.

~~Dependence~~Our onprincipal ~~Key~~executive ~~Personnel~~offices ~~and~~are ~~Management~~located ofat ~~Growth. The~~34 ~~Company's~~DeForest ~~success~~Ave, ~~and~~Unit ~~growth~~9, ~~will~~East ~~depend~~Hanover ~~upon~~NJ ~~its~~07936. ~~ability~~Our totelephone ~~attract~~number ~~and~~is ~~retain~~(855) ~~skilled~~PAZOO-US. ~~employees~~Our ~~and~~internet ~~the~~address ~~ability~~is ~~of its officers and key employees to initiate and to manage successfully any growth~~www. pazoo.com. Any ~~failure~~information ~~to do so could have a material adverse effect~~ on the Company'’s ~~operations. The~~website ~~Company~~is ~~expects~~not ~~that,~~intended ~~in order~~ to ~~attract~~be ~~and~~incorporated ~~retain~~into ~~skilled~~this ~~employees, the Company will have to offer to such prospective employees an equity participation in the Company~~Report. ~~Such equity participation could dilute the existing investors' ownership interest, resulting in diminished potential earnings per share and/or book value.~~

IfOn weor ~~fail~~about toApril ~~maintain an effective system of internal controls~~8, ~~we may not be able to accurately report our financial results or prevent fraud. As a result~~2014, ~~current~~Pazoo ~~and~~moved ~~potential~~into ~~stockholders~~the ~~could~~pharmaceutical ~~lose~~testing ~~confidence~~space inwith ~~our financial reporting, which would harm our business and~~ the ~~trading~~acquisition ~~price~~ of ~~our~~MA ~~stock.~~& ~~Effective~~Associates, ~~internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud~~LLC, ~~our~~a ~~brand~~Nevada ~~and~~limited ~~operating~~liability ~~results~~company ~~could~~formed bewith ~~harmed. We have in~~ the ~~past~~purpose ~~discovered, and may in the future discover, areas~~ of ~~our~~opening ~~internal~~a ~~controls~~cannabis ~~that~~testing ~~need~~laboratory ~~improvement.~~based ~~We are continuing to work to improve our internal controls, including~~ in ~~the~~Las ~~areas of access~~Vegas, ~~segregation~~Nevada ofto ~~duties and security. We cannot~~ be ~~certain~~branded ~~that~~under ~~these~~the ~~measures~~Steep ~~will~~Hill ~~ensure~~Labs ~~that we implement and maintain adequate controls over our financial processes and reporting in the future~~name. ~~Any~~Harris ~~failure~~Lee toHoldings, ~~implement~~LLC ~~required~~was ~~new or improved controls~~formed, oras ~~difficulties~~a ~~encountered~~Nevada inlimited ~~their~~liability ~~implementation~~company, ~~could~~on ~~harm our operating results~~ or ~~cause~~about usJuly to23, ~~fail~~2014 toand ~~meet~~was ~~our~~formed ~~reporting obligations. Inferior internal controls could also cause investors~~ to ~~lose~~hold ~~confidence~~a inLicense ~~our~~from ~~reported~~Steep ~~financial~~Hill ~~information~~Labs, ~~which~~Inc. ~~could~~for ~~have~~cannabis atesting ~~negative~~protocols ~~effect~~and on the ~~trading~~use ~~price~~ of ~~our~~the ~~stock~~Steep Hill Labs name.

10The Company, due to the uncertainties surrounding the license agreement and the efficacy of the testing protocols provided, 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. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance. On July 6, 2016, the Company contested the improper attempted termination of the licenses which was based on no identifiable contractual justification, and to which Steep Hill has not formally responded.

~~Table~~In regard to MA & Associates, LLC,the company passed its ISO 17025 accreditation and received its ISO Laboratory Certification in September of ~~Contents~~2019. MA & Associates also passed its annual rigorous inspection by the State of Nevada’s team of State inspectors in November of 2019. The lab is fully staffed and operational and is fully licensed to accept both recreational and medical cannabis samples for testing in Nevada.

WeOn ~~have~~November ~~reported~~22, ~~material~~2017, ~~weaknesses~~the inCompany ~~internal~~entered ~~controls~~into ~~over~~a ~~financial~~Limited ~~reporting~~Liability asMembership Interest Purchase Agreement (the “Agreement”) to sell a 70% Membership Interest for the aggregate sales price of ~~December~~One 31Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($1,523,767) ~~2016~~in the following manner: (i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and we30/100 ~~cannot~~United ~~assure~~States ~~you~~Dollars ~~that~~($492,227); ~~additional~~and ~~material~~(ii) ~~weaknesses~~One ~~will~~Million ~~not~~Thirty-One beThousand ~~identified~~Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the ~~future~~form orof ~~that~~retirement weof ~~can~~the ~~effectively~~loans ~~remediate~~extended ~~our~~by ~~reported~~the ~~weaknesses.~~Buyer Ifas ~~our~~designated ~~internal~~by ~~control~~Buyer ~~over~~in ~~financial~~Buyer’s ~~reporting~~sole orand ~~disclosure~~absolute ~~controls~~discretion, ~~and~~including ~~procedures~~applicable ~~are~~interest, ~~not~~default ~~effective~~interest, ~~there~~late ~~may~~charges, beand ~~errors~~other obligations accrued in ~~our~~respect ~~financial~~thereof. ~~statements~~The ~~that~~Agreement ~~could~~also ~~require~~contained aan ~~restatement~~option orto ~~our~~purchase ~~filings~~an ~~may~~additional ~~not~~10% beinterest ~~timely~~within ~~and~~18 ~~investors~~months. ~~may~~The ~~lose~~option ~~confidence~~has insubsequently ~~our~~been ~~reported~~extended ~~financial~~to ~~information~~November 22, 2020. The remaining 30% interest was fair valued at zero as of the transaction date of November 22, 2017.

~~Section~~Liquidity, ~~404~~Capital ofResources ~~the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each year,~~ and toGoing ~~include a management report assessing the effectiveness of our internal control over financial reporting in each Annual Report on Form 10-K.~~Concern

~~Our~~As ~~management,~~of ~~including~~December ~~our Chief Executive Officer and Chief Financial Officer~~31, ~~does~~2017 ~~not expect that our internal control over financial reporting will prevent all errors~~ and ~~all~~December ~~fraud. A control system~~21, ~~no matter how well designed and operated~~2016, ~~can provide only reasonable, not absolute, assurance that~~ the ~~control~~Company ~~system's~~had ~~objectives~~cash ~~will~~and becash ~~met.~~equivalents ~~Further, the design~~ of ~~a control system must reflect the fact that there are resource constraints~~$73,387 and ~~the~~$88,909 ~~benefits of controls must be considered relative to their costs~~respectively. ~~Controls~~As ~~can be circumvented by the individual acts~~ of ~~some~~December ~~persons~~31, ~~by collusion of two or more people~~2017, orwe byhad ~~management~~a ~~override~~working ofcapital ~~the~~deficit ~~controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree~~ of ~~compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system~~$9, ~~misstatements due to error or fraud may occur and not be detected~~824,496.

AsThe aCompany ~~result,~~has weno ~~cannot~~agreements, ~~assure~~arrangements ~~you that additional significant deficiencies~~ or ~~material~~understandings ~~weaknesses~~with inany ~~our~~officer, ~~internal~~director ~~control over financial reporting will not be identified in the future~~ or ~~that~~shareholder weas ~~can effectively remediate our reported weaknesses. Any failure~~ to ~~maintain or implement required new or improved controls, or~~ any ~~difficulties~~future ~~we encounter in their implementation~~financing, ~~could~~either ~~result~~equity ~~in significant deficiencies~~ or ~~material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our financial statements~~debt. ~~Any~~In ~~such~~view ~~failure could also adversely affect the results~~ of ~~periodic~~general ~~management~~economic ~~evaluations~~conditions, ~~regarding~~there ~~disclosure~~can ~~controls~~be ~~and~~no ~~the~~assurance ~~effectiveness~~that ofany ~~our~~additional ~~internal~~financing ~~control~~will ~~over~~be ~~financial~~available ~~reporting~~to ~~required~~us, ~~under~~that ~~Section~~any ~~404~~affiliate ofwill ~~the~~provide ~~Sarbanes-Oxley~~additional ~~Act~~investments ofin ~~2002 and~~ the ~~rules~~Company ~~promulgated~~or ~~thereunder.~~that ~~The~~adequate ~~existence~~funds offor ~~a material weakness could result in errors in~~ our ~~financial~~operations ~~statements~~will ~~that~~otherwise ~~could~~be ~~result~~available inwhen aneeded ~~restatement~~or ofon ~~financial~~terms ~~statements,~~acceptable ~~cause us~~ to ~~fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information~~us.

~~Item~~12 ~~1B. Unresolved~~Table ~~Staff~~of ~~Comments~~Contents

~~None~~Cash used in operating activities during the year end 2017 was ($904,987) compared to cash used of ($928,085) during the year end 2016. This resulted from a net loss of $3,544,617 in the year end 2017 and $8,795,474 in 2016. The Company continued to have net cash flow used in operations for the year ended December 31, 2017 and 2016, primarily as a result of continued net losses and no significant revenue to cover operating expenses.

~~Item~~Net 2cash provided by financing activities for the years ended December 31, 2016 and December 31, 2017 was $1,000,175, and $889,465 respectively. ~~Properties~~ At December 31, 2017, our principal source of liquidity had been funded primarily through the borrowings on convertible notes and preferred stock offset by repayment of convertible notes in the period.

~~Our~~Net ~~corporate~~cash ~~headquarters~~used isin ~~located~~investing atactivities 23for ~~Vreeland~~the ~~Rd,~~years ~~Suite~~ended ~~110,~~December ~~Florham Park~~31, ~~New~~2016 ~~Jersey~~and ~~07932. We~~December ~~lease~~31, ~~750~~2017 ~~square~~was ~~feet of office space which is comprised of three offices for corporate personnel~~$0, ~~storage space to house inventory~~ and ~~one~~$0, ~~conference~~respectively. ~~room~~The ~~for~~lack ~~meeting~~in ~~space. Pazoo's~~investing ~~office~~activities ~~facilities~~was ~~are~~due ~~specifically used~~ to ~~further our business endeavors. MA & Associates, LLC has leased approximately 3,250 square feet of space at 2900 Western Avenue, Las Vegas, Nevada which houses~~ the ~~testing~~Company ~~laboratory~~focusing ~~and~~its ~~administrative~~resources ~~offices~~on ~~for~~ the ~~Nevada~~current testing ~~laboratory~~laboratories.

~~Item~~The 3company raised $1,356,433 under various loans, convertible loans and advances during 2017, to support operations. ~~Legal~~ ~~Proceedings~~ As of the issuance of these financial statements, a total of $1,072,773 has been repaid, retired, or converted.

InSubsequent ~~April~~to ~~2013,~~year ~~the Company filed a complaint against Edataworx~~end, ~~Inc. for return of monies and stock under an agreement dated August 2012. On November 4, 2013,~~ the ~~Company filed an amended complaint now seeking total damages of $105,000 and a return, for cancellation, of the 20,000 shares of~~ company's ~~common~~entered ~~stock~~into ~~issued to Edataworx Inc. On November 21, 2013 Edataworx, Inc. filed an Answer to the Amended Complaint denying the allegations and asserted~~ a ~~Counter-Claim~~Bridge ~~against~~Loan ~~the Company~~ in the aggregate amount of $25150,000. ~~Edataworx,~~whose ~~Inc.~~proceeds ~~also~~are ~~filed a Third-Party Complaint against Integrated Capital Partners, Inc. (an investor of the Company) for the same $25,000. On February 27, 2015, the parties agreed~~ to ~~settle all claims whereby Edataworx, Inc. will pay to the Company a total of $35,000 in three installments. Additionally, Edataworx, Inc. will~~ be ~~allowed~~used to ~~retain~~get ~~a minimum of 15,000 shares of~~ the Company'’s ~~common~~SEC ~~stock~~filings ~~previously~~up ~~issued with the possibility~~ to ~~retain all 20,000 shares if Edataworx Inc~~date. elects to sell the 15,000 shares agreed upon, and the aggregate sales price is less than $2.00 per share. Edataworx, Inc. failed to make any required payments. On February 25, 2016 new action to enforce the Settlement Agreement, including a claim for attorney's fees as provided for in the Settlement Agreement, was filed. Edataworx failed to respond to the Complaint in the action to enforce the Settlement Agreement. On September 16, 2016 a Judgment was entered in favor of the Company in the Amount of $35,012. The Company is currently seeking to enforce the Judgment.

~~Item~~The 4financial statements included in this report have been prepared in conformity with generally accepted accounting principles that contemplate our continuance as a going concern. ~~Mine~~ ~~Safety~~The ~~Disclosures~~ Company has had no revenues and has generated losses from operation. As set forth in Note 2 to the audited Financial Statements, the continuation of the Company as a going concern is dependent upon the Company obtaining adequate capital to fund operating losses until it becomes profitable, if ever. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company does not have sufficient cash for the next 12 months from the issuance of these financial statements.

~~None.~~Critical Accounting Policy and Estimates

11Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements 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.

~~Table~~Stock ofBased ~~Contents~~Compensation

~~PART~~We IIfollow ASC 718 "Compensation - Stock Compensation" which prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity-Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date, the performance completion date, or the contract date. To date, the Company has not issued any stock options, but has issued common stock to non-employees for services.

~~Item 5. Market~~13 ~~for~~Table ~~Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases~~ of ~~Equity Securities.~~Contents

~~(a)~~Fair ~~Market~~Value ~~for~~of ~~Our~~Financial ~~Common Shares~~Instruments

~~Our~~We ~~common~~follow ~~shares~~ASC Topic 820, Fair Value Measurement, to measure certain financial instruments. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are ~~quoted~~categorized based on whether or not the ~~OTC~~inputs ~~Pink~~are ~~Sheets~~observable ~~under~~in the ~~symbol~~market ~~PZOO~~and the degree that the inputs are observable. The ~~high~~categorization ~~and~~of ~~low~~financial ~~common~~instruments ~~closing~~within ~~stock~~the ~~prices~~valuation ~~per~~hierarchy ~~share~~is ~~during~~based upon the ~~periods~~lowest ~~indicated~~level ~~were~~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:

Quarter Ended	March 31		June 30		September 30		December 31		Year
2016
High		0.0500		0.0319		0.0010		0.0005		0.0500
Low		0.0100		0.0009		0.0001		0.0002		0.0001
2015
High		1.7500		1.6000		0.7500		0.4500		1.7500
Low		0.4200		0.5500		0.3800		0.0300		0.0300

Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

~~NUMBER~~Level OF2: ~~HOLDER~~Inputs OFinclude ~~OUR~~quoted ~~COMMON~~prices ~~SHARES~~for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

AsLevel 3: Inputs include management's best estimate of what market participants would use in pricing the ~~date~~asset ofor ~~this~~liability ~~filing~~at ~~there~~the ~~are~~measurement ~~five~~date. ~~thousand~~The ~~eight~~inputs ~~hundred~~are ~~and~~unobservable ~~thirteen~~in ~~(5,813) holders~~the ofmarket ~~record~~and ofsignificant ~~our~~to ~~common~~the ~~shares~~instrument's valuation.

~~DIVIDEND POLICY~~Derivatives

We ~~have~~follow ~~never~~ASC ~~paid~~Topic ~~cash~~815, orDerivatives ~~any~~and ~~other~~Hedging, ~~form~~to ofevaluate ~~dividend~~our onfinancial ~~our~~instruments ~~common~~to ~~stock,~~determine ~~and~~if wesuch doinstruments ~~not~~are ~~anticipate~~derivatives ~~paying~~or ~~cash~~contain ~~dividends~~features inthat ~~the~~qualify ~~foreseeable~~as ~~future~~embedded derivatives. ~~Moreover,~~For ~~any~~derivative ~~future~~financial ~~credit~~instruments ~~facilities~~that ~~might~~are ~~contain~~accounted ~~restrictions~~for onas ~~our~~liabilities, ~~ability~~the toderivative ~~declare~~instrument ~~and~~is ~~pay~~initially ~~dividends~~recorded onat ~~our~~its ~~common~~fair ~~stock.~~value Weand ~~plan~~is tothen ~~retain~~re-valued ~~all~~at ~~earnings,~~each ifreporting ~~any~~date, ~~for~~with ~~the~~changes ~~foreseeable future for use~~ in the ~~operation~~fair ofvalue ~~our~~reported ~~business~~as ~~and~~charges toor ~~fund~~credits ~~the~~to ~~pursuit~~income. ofFor ~~future~~option-based ~~growth.~~derivative ~~Future~~financial ~~dividends~~instruments, ifthe ~~any,~~Company ~~will~~uses ~~depend~~the ~~on,~~Black-Scholes ~~among~~option-pricing ~~other~~model ~~things,~~to ~~our~~value ~~results~~the ofderivative ~~operations,~~instruments ~~capital~~at ~~requirements~~inception and onsubsequent ~~such~~valuation ~~other~~dates. ~~factors~~The asclassification ~~our board~~ of ~~directors,~~derivative ~~in its discretion~~instruments, ~~may~~including ~~consider~~whether ~~relevant. We~~such ~~have~~instruments ~~issued~~should ~~shares~~be ofrecorded ~~Series~~as Aliabilities ~~Preferred~~or ~~Stock~~as ~~dividends~~equity, onis ~~our~~re-assessed ~~preferred~~at ~~stock in accordance with~~ the ~~Series~~end Aof ~~Certificate~~each ofreporting ~~Designation~~period.

InImpairment ~~March~~of ~~2016, the Company effected a 1~~Long-~~for-100~~Lived reverse stock split of the outstanding common stock ("the Reverse Stock Split") whereby every one hundred (100) shares of outstanding common stock decreased to one (1) share of common stock. The impact of this reverse stock split has been retroactively applied to the consolidated financial statements and the related notes.Assets

InThe ~~2017,~~Company's ~~the~~intangible ~~Company~~assets ~~filed~~are areviewed ~~Form~~for ~~14-C~~impairment whenever events or changes in ~~order~~circumstances toindicate ~~effectuate~~that athe 1historical-~~for-250~~cost ~~reverse~~carrying ~~stock~~value ~~split~~of an asset may no longer be appropriate. The Company assesses recoverability of the ~~outstanding~~asset ~~common~~by ~~stock~~comparing (the ~~"Reverse~~undiscounted ~~Stock~~future ~~Split")~~net ~~whereby~~cash ~~every~~flows ~~two~~expected ~~hundred~~to ~~and~~result ~~fifty~~from ~~(250~~the ~~shares~~asset ofto ~~outstanding~~its ~~common~~carrying ~~stock~~value. ~~decreases~~If tothe ~~one~~carrying ~~(1)~~value ~~share~~exceeds the undiscounted future net cash flows of ~~common~~the ~~stock.~~asset, ~~The~~an ~~current~~impairment ~~Reverse~~loss ~~Stock~~is ~~Split~~measured and recognized. An impairment loss is ~~still~~measured ~~pending~~as the difference between the net book value and ~~has~~the ~~not~~fair ~~yet~~value ~~gone~~of ~~effective~~the long-lived asset.

~~Item~~Equity ~~6. Selected~~Method ~~Consolidated~~Investments ~~Financial Data~~

AsWe aapply ~~smaller~~the ~~reporting~~equity ~~company~~method of accounting to investments when we ~~are~~have significant influence, but not ~~required~~controlling tointerest ~~provide~~in the ~~information~~investee. ~~required~~Judgment byregarding ~~this~~the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity method investment (loss) income” in our Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.

~~Item~~Comparison ~~7. Management's~~of ~~Discussion~~Fiscal ~~and~~Years ~~Analysis~~Ended ofDecember ~~Financial~~31, ~~Condition~~2017 and ~~Results of Operations~~2016

~~This~~Revenues. ~~report~~Revenues onwere ~~Form~~$30,515 ~~10-K~~for ~~contains forward-looking statements within~~ the ~~safe~~year ~~harbor~~ended ~~provisions~~December of31, ~~the~~2016, ~~Private~~compared ~~Securities~~to ~~Litigation~~$0 ~~Reform~~for ~~Act~~the ofyear ~~1995. Any~~ended ~~statements~~December in31, ~~this~~2017, ~~Annual~~a ~~Report~~decrease ~~that are not statements~~ of ~~historical facts but rather are forward-looking statements~~$30, ~~which involve risks and uncertainties~~515. ~~Without~~As ~~limiting~~of ~~the~~December ~~foregoing~~31, ~~the words "believes~~2016," ~~"anticipates,"~~revenue ~~"plans,"~~has ~~"expects,"~~discontinued ~~and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially~~ from ~~those indicated in~~ the ~~forward-looking~~management ~~statements~~fees asderived afrom ~~result of~~ the ~~factors~~cannabis ~~set~~laboratory ~~forth elsewhere~~ in ~~this Annual Report on Form 10-K~~Denver, ~~including~~Colorado ~~under~~and ~~"Risk Factors." You should read~~ the ~~following~~Company ~~discussion~~does ~~and~~not ~~analysis~~have ~~together~~any ~~with~~plans ~~our~~to ~~audited~~re-open ~~financial statements for~~ the ~~periods~~facility ~~specified~~in ~~and~~ the ~~related~~near ~~notes included herein~~future.

~~This~~Operating ~~report~~Expenses. onOperating ~~Form~~expenses ~~10-K~~consisted ~~contains~~of ~~terminology~~the ~~referring~~following expenses: selling, general and administrative expenses; professional fees; and impairment of licenses. Total operating expenses were $4,482,997 in the year ended 2016, compared to ~~Pazoo~~$2,152,641 ~~Inc~~in year ended 2017. Selling, ~~such~~general asand ~~"us~~administrative (SG&A) expenses were $2,"278,768 ~~"our~~in 2016 compared to $1,"600,848 in 2017, a decrease of $677,920. The decrease in SG&A was due to a decrease in spending on marketing expenses, and "the conversion premium fee. SG&A expenses were mainly comprised of branding and public relations, marketing and advertising, and payroll. Professional fees were $664,022 in the year ended 2016, compared to $551,793 in the year ended 2017, a decrease of $112,229. The decrease in professional fees was due primarily to the decrease in investor relations. The Company also had a loss of impairment of $0 during year ended 2017 compared to a $1,540,207 impairment during year ended 2016, as no impairment occurred in 2017."

~~Management~~14 ~~intends~~Table ~~the following discussion to assist in the understanding~~ of ~~our financial position and our results of operations for the years ended December 31, 2016 and December 31, 2015.~~Contents

~~Although~~Other Expenses. For the ~~Company~~year ~~believes~~ended ~~that~~December ~~the~~31, ~~expectations~~2016, ~~reflected~~other inexpense was $4,342,992 mostly from the ~~forward-looking~~following ~~statements~~factors; ~~are~~$2,430,259 ~~reasonable~~from a gain on debt extinguishment $2,959,548 for interest expense, and $3,827,703 loss on derivative liabilities. For the ~~Company~~year ~~cannot~~ended ~~guarantee~~December ~~future~~31, ~~results~~2017, ~~levels~~other expenses were $1,391,976 primarily from loss on debt extinguishment of ~~activity~~$624,690, ~~performance~~interest expense of $1,212,268 orand ~~achievements.~~loss ~~Except~~on asderivative ~~required~~liabilities byof ~~applicable~~$2,371,599. ~~law~~On November 22, ~~including~~2017, the ~~securities~~Company ~~laws~~entered into a Limited Liability Membership Interest Purchase Agreement to sell a 70% Membership Interest of MA & Associates for the ~~United~~aggregate ~~States~~sales price of $1,523,767 ~~the~~of ~~Company~~which ~~does~~$1,031,539 ~~not~~was ~~intend~~in tothe ~~update~~form ~~any~~of retirement of the ~~forward-looking~~loans ~~statements~~extended toby ~~conform~~the ~~these~~Buyer ~~statements~~as todesignated ~~actual~~by ~~results~~Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued.

12Net loss. The net loss was $8,795,474 for the year ended December 31, 2016, compared to net loss of $3,544,617 for the year ended December 31, 2017.

~~Table~~Subsequent ~~of Contents~~Events

~~Overview~~The company issued an aggregate of 2,074,969,990 common shares to debt holders valued at a total of $163,431 for conversions pursuant to convertible notes.

WeIn ~~were~~February ~~incorporated~~2018, ~~as a C-Corporation in~~ the ~~State~~Company ofentered ~~Nevada~~into asone ~~IUCSS,~~convertible ~~Inc.~~note onagreements ~~November~~for ~~16, 2010 and we established~~ a ~~fiscal~~total ~~year end~~ of ~~December 31. On May 9~~$28, ~~2011, we changed our name to Pazoo, Inc~~500. toThe ~~take~~interest ~~advantage~~rate ofis ~~unique~~12% ~~branding~~ and ~~website~~the ~~opportunities.~~conversion Weterm are a start-up 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 be 1)~~ a ~~leading~~45% ~~social~~discount community offering best-in-class health and wellness products for both people and pets; 2) an important resource for consumers and professionals with diverse information about health and wellness and 3) specifically as it relates to ~~medical~~market ~~marijuana~~over ~~and~~ the ~~testing~~prior of20 ~~medical marijuana to ensure quality and safety for the consumer~~days.

~~Our~~In ~~principal~~November ~~executive~~of ~~offices~~2019, ~~are~~the ~~located~~Company atissued 231,090,000 ~~Vreeland~~Series ~~Rd,~~B ~~Suite~~preferred ~~110,~~stock ~~Florham~~in ~~Park~~exchange NJfor ~~07923.~~services ~~Our~~to ~~telephone~~Board ~~number~~Members isand ~~(855)~~milestones ~~PAZOO-US.~~hit ~~Our~~in ~~internet~~ramping ~~address~~up isthe ~~www~~testing lab under MA & Associates LLC.~~pazoo.com.~~

OnIn orMay ~~about~~of ~~April 8~~2019, ~~2014, Pazoo moved into~~ the ~~pharmaceutical~~Company ~~testing~~issued ~~space with the acquisition of MA & Associates~~1, ~~LLC~~140,000 aSeries ~~Nevada~~C ~~limited~~preferred ~~liability~~stock ~~company formed with the purpose of opening a cannabis testing laboratory based~~ in ~~Las~~exchange ~~Vegas,~~for ~~Nevada to be branded under the Steep Hill Labs name. Harris Lee Holdings, LLC was formed, as~~ a ~~Nevada~~Bridge ~~limited~~Loan ~~liability company, on or about July 23, 2014 and was formed to hold a License from Steep Hill Labs, Inc. for cannabis testing protocols and the use~~ of ~~the Steep Hill Labs name. Both entities are now wholly owned subsidiaries of the Company. The intent is that Harris Lee Holdings~~$150,000 ~~LLC will directly own~~ and ~~operate testing laboratories in states where permitted to do so, and sub-license~~ the ~~Steep~~settlement ~~Hill~~with ~~testing~~Ms ~~protocol in states where direct ownership would be prohibited~~Eveland.

The ~~Company,~~company ~~due~~entered tointo ~~the~~Bridge ~~uncertainties~~Loans ~~surrounding~~in the ~~license~~aggregate ~~agreement,~~amount ~~impaired 100%~~ of ~~the~~$150,000 ~~value~~whose ofproceeds ~~the~~are ~~Steep~~to ~~Hill~~be ~~Labs~~used ~~licenses due~~ to ~~the~~get ~~purported unsubstantiated termination of~~ the ~~license~~Company’s ~~agreements~~SEC infilings ~~June~~up ~~2016~~to ~~between~~date. ~~Steep~~The ~~Hill~~Bridge ~~Labs and MA & Associates~~Loans, ~~LLC~~each ~~and~~of ~~Harris Lee~~$75,000, ~~LLC~~carry ~~respectively. The~~an ~~Company~~interest ~~strongly~~rate ~~believes~~of ~~that~~6% ~~any~~and ~~attempted~~the ~~termination~~conversion ofterm ~~the~~is ~~licenses~~as onfollows: the ~~part~~loans ofcan ~~Steep~~be ~~Hill~~turned ~~Labs~~into ~~was~~a ~~ineffective~~convertible ~~for~~note ~~many~~whereby ~~reasons~~$115,000 ~~including,~~worth ~~without~~of ~~limitation,~~common ~~Steep~~stock ~~Hill's~~will ~~failure~~be toissued ~~provide~~as ~~key~~payment ~~deliverables~~in ~~including~~full ~~technology,~~or ~~scientific~~the ~~know-how~~loan ~~and~~will ~~lab~~be ~~guidance.~~paid Onback ~~July~~with 6,monies ~~2016,~~from the ~~Company~~revenue ~~contested~~of the ~~improper~~testing ~~attempted~~lab ~~termination~~in ofLas ~~the~~Vegas ~~licenses~~after ~~which~~it ~~was~~has ~~based~~generated onmore nothan ~~identifiable contractual justification~~$1,500,000 ~~and~~in tosaid ~~which~~monies ~~Steep~~after ~~Hill has not formally responded~~expenses. To ~~the~~As ~~contrary, as~~ of ~~the~~May ~~date~~2018, ~~of this Report~~Pazoo, ~~Steep~~Inc. ~~Hill~~entered ~~Labs~~into ~~continues~~a tosettlement ~~list~~with ~~the~~Ms. ~~Company~~Eveland asin ~~one~~the amount of ~~its~~$5,000 ~~"partners"~~cash and ~~continues~~40,000 toSeries ~~display~~C ~~the~~Preferred ~~Company's~~Shares ~~Las~~of ~~Vegas~~stock ~~facility~~valued asat a$1,200 ~~Steep~~at ~~Hill~~the ~~location.~~time Ifof ~~Steep~~issuance. ~~Hill~~As ~~Labs~~of ~~takes any further action to effectuate~~ the ~~ineffective~~current ~~termination~~date, of the ~~licenses,~~Company ~~this~~has ~~matter~~completed ~~will~~its beobligation ~~litigated under the terms and conditions~~ of the ~~respective~~settlement ~~license agreements, which management will vigorously defend~~agreement.

~~With~~In ~~Regards~~June ~~to Harris Lee Holdings~~2020, ~~LLC,~~ the ~~Colorado~~Company ~~MED~~sold ~~approved~~ the ~~transfer~~remaining of10% ~~management~~equity ofinterest anfrom ~~existing~~the ~~laboratory~~November 22, ~~operating~~2017 asMembership ~~Steep~~Interest ~~Hill~~Agreement ~~Colorado,~~in toMA ~~Harris~~& ~~Lee~~Associates ~~Colorado,~~for ~~LLC~~an (aaggregate ~~related~~total ~~party)~~of ~~and Harris Lee Holdings~~$226,388. ~~LLC~~The ~~has~~total ~~derived~~amount ~~management~~was ~~revenue from Harris Lee Colorado, LLC~~ in the ~~year~~form ~~ending~~of ~~December~~retirement ~~31, 2016. However, because~~ of the ~~failure~~loans toextended ~~transfer~~by the ~~MED~~Buyer ~~license~~as todesignated ~~Harris~~by ~~Lee~~Buyer ~~Colorado,~~in ~~LLC,~~Buyer’s ~~the~~sole ~~Denver~~and ~~laboratory~~absolute ~~was~~discretion, ~~closed~~including byapplicable ~~the~~interest, ~~end~~default ~~2016.~~interest, ~~The~~late ~~lab~~charges, isand ~~currently~~other ~~not~~obligations ~~operational~~accrued. ~~and~~The ~~there~~Company ~~are~~still nomaintains ~~current~~a ~~plans~~20% toequity ~~re-open~~interest in ~~the~~MA ~~near~~& ~~future~~Associates.

~~Liquidity~~The Global COVID-19 Pandemic Could Adversely Affect Our Business Operations. The Company, including its 30% equity investee, MA & Associates LLC, could be adversely affected by the worldwide Covid-19 pandemic in, among others, the following ways: (i) Travel and ~~Capital~~tourism ~~Resources~~disruptions atin ~~December~~Nevada 31and specifically, ~~2016~~Las ~~Compared~~Vegas, ~~with~~could ~~December~~affect 31the demand for cannabis which in turn could affect current efforts to ramp up operations and become cash flow positive; (ii) Cannabis, ~~2015~~and cannabis derived products, could experience production interruptions due to infected workers that could in turn affect the demand for MA's testing services; (iii) If dispensaries are forced to close or scale back sales due to the pandemic, and/or experience disruptions in staffing, that could also disrupt MA's business and its ability to collect on accounts receivable; (iv) Any disruption in the supply chain of critical supplies needed to perform testing could interrupt the processing of test samples; and (v) In a highly regulated and specialized industry such as the testing of cannabis products, the extended absence of any key employee due to illness could cause a delay or suspension of testing. As of the date of this report, none of the aforementioned has occurred.

AsOff-Balance ofSheet ~~December 31, 2016 and December 21, 2015, the Company had cash and cash equivalents of $88,909 and $16,819. As of December 31, 2016, we had a working capital deficit of $7,599,588.~~Agreements

~~During~~None ~~the year ended December 31, 2016, Pazoo sold 128,572 Preferred Series C stock~~noted. Each Series C Preferred share of stock is convertible into 100 shares of common stock subject to adjustment. The Company received gross proceeds of $90,000 related to such offerings during the year ended December 31, 2016.

~~The~~Item ~~Company has no agreements, arrangements or understandings with any officer, director or shareholder as to any future financing, either equity or debt~~7A. InQuantitative ~~view~~and ofQualitative ~~general~~Disclosures ~~economic~~About ~~conditions,~~Market there can be no assurance that any additional financing will be available to us, that any affiliate will provide additional investments in the Company or that adequate funds for our operations will otherwise be available when needed or on terms acceptable to us.Risk

~~Cash~~As ~~used~~a in"smaller ~~operating~~reporting ~~activities during the year end 2016 was ($928~~company",~~085)~~ ~~compared~~as todefined ~~cash~~by ~~used~~Item of 10(~~$1,928,310~~f) ~~during the year end 2015. This resulted from a net loss~~ of ~~$8,795,474~~Regulation ~~in the year end 2016 and $4~~S-K,~~478,725~~ inwe ~~2015.~~are ~~The~~not ~~Company~~required ~~continued~~ to ~~have~~provide ~~net cash flow used in operations for~~ the ~~year~~information ~~ended~~required ~~December~~by ~~31,~~Item ~~2016 and 2015, primarily as a result of continued net losses and no significant revenue to cover operating expenses~~7A.

~~Net~~15 ~~cash~~Table ~~provided by financing activities for the years ended December 31, 2015 and December 31, 2016 was $2,301,683, and $1,000,175 respectively. At December 31, 2016, our principal source~~ of ~~liquidity had been funded primarily through the borrowings on convertible notes and preferred stock offset by repayment of convertible notes in the period.~~Contents

~~Net~~Item ~~cash used in investing activities for the years ended December 31, 2015 and December 31, 2016 was $1,090,191, and $0, respectively~~8. ~~The~~ ~~decrease~~Financial ~~in investing activities was due to the Company focusing its resources on the current testing laboratories.~~Statements

~~The~~REPORT ~~company~~OF ~~raised~~INDEPENDENT ~~$667,678~~REGISTERED ~~under~~PUBLIC ~~various~~ACCOUNTING ~~loans, convertible loans and advances during 2017, to support operations. As of the issuance of these financial statements, a total of $160,720 has been repaid.~~FIRM

13To the Board of Directors andStockholders of Pazoo, Inc.

~~Table~~Opinion ofon ~~Contents~~the Financial Statements

~~The~~We ~~consolidated financial statements included in this report~~ have ~~been~~audited ~~prepared~~the inaccompanying ~~conformity~~balance ~~with~~sheets ~~generally~~of ~~accepted~~Pazoo, ~~accounting~~Inc. ~~principles~~(the ~~that~~“Company”) ~~contemplate our continuance~~ as aof ~~going~~December ~~concern.~~31, ~~The~~2017 ~~Company~~and ~~has~~2016, ~~had minimal revenues~~ and ~~has~~the ~~generated~~related ~~losses~~statements ~~from~~of ~~operation.~~operations, Aschanges ~~set forth~~ in ~~Note~~deficit, 2and tocash ~~the~~flows ~~audited~~for ~~Financial~~each ~~Statements,~~of the ~~continuation~~years ofin the ~~Company~~two asyear aperiod ~~going~~ended ~~concern~~December is31, ~~dependent~~2017, ~~upon~~and the ~~Company~~related ~~obtaining~~notes ~~adequate~~(collectively ~~capital~~referred to ~~fund~~as ~~operating~~the ~~losses~~financial ~~until~~statements). itIn ~~becomes~~our ~~profitable~~opinion, ifthe ~~ever. The~~ financial statements dopresent ~~not~~fairly, ~~include~~in ~~any~~all ~~adjustments~~material torespects, the ~~recoverability~~financial ~~and~~position ~~classification~~of the Company as of ~~recorded~~December ~~asset~~31, ~~amounts~~2017 and ~~classification~~2016, and the results of ~~liabilities~~its ~~that~~operations ~~might~~and beits ~~necessary~~cash ~~should~~flows ~~the~~for ~~Company~~each beof ~~unable~~the toyears ~~continue~~in asthe atwo ~~going~~year ~~concern. The~~period ~~Company~~ended ~~does~~December ~~not have~~31, ~~sufficient~~2017, ~~cash~~in ~~for~~conformity ~~the~~with ~~next~~accounting 12principles ~~months~~generally ~~from~~accepted in the ~~issuance~~United States of ~~these financial statements~~America.

~~Critical~~Substantial ~~Accounting~~Doubt ~~Policy~~about ~~and~~the ~~Estimates~~Company’s Ability to Continue as a Going Concern

~~Our~~The accompanying financial statements have been prepared inassuming ~~accordance~~that ~~with~~the ~~accounting~~Company ~~principles~~will ~~generally~~continue ~~accepted~~as ina ~~the~~going ~~United States of America~~concern. ~~The~~ ~~preparation~~As ofdiscussed ~~financial~~in ~~statements~~Note ~~requires~~2 ~~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~~Company ~~amounts~~has ofrecurring ~~revenue~~losses ~~and~~from ~~expenses~~operations ~~during~~which ~~the~~raises ~~reporting~~substantial ~~period. On~~doubt anabout ~~on-going basis, management evaluates~~ its ~~estimates~~ability ~~and judgments, including those related~~ to ~~revenue~~continue ~~recognition,~~as ~~accrued~~a ~~expenses,~~going ~~financing operations, and contingencies and litigation~~concern. Management’s ~~bases~~evaluation ~~its~~of ~~estimates~~the events and ~~judgments~~conditions ~~on historical experience~~ and onmanagement’s ~~various~~plans ~~other~~regarding ~~factors~~those ~~that~~matters also are ~~believed~~described toin beNote ~~reasonable~~2. ~~under~~The ~~the~~financial ~~circumstances,~~statements ~~the~~do ~~results~~not ofinclude ~~which~~any ~~form~~adjustments ~~the~~that ~~basis~~might ~~for~~result ~~making~~from ~~judgments about~~ the ~~carrying~~outcome ~~value~~ of ~~assets~~this ~~and~~uncertainty. ~~liabilities~~Our ~~that~~opinion ~~are~~is not ~~readily~~modified ~~apparent~~with ~~from~~respect ~~other~~to ~~sources.~~that ~~Actual results may differ from these estimates under different assumptions or conditions~~matter.

~~Revenue~~Basis ~~Recognition~~for Opinion

~~Revenues~~These ~~are~~financial ~~recognized~~statements ~~when~~are ~~evidence~~the responsibility of ~~an agreement exists,~~ the ~~price~~Company’s ismanagement. ~~fixed~~Our orresponsibility ~~determinable, collectability~~ is ~~reasonably~~to ~~assured~~express ~~and~~an ~~goods~~opinion ~~have~~on ~~been~~the ~~delivered or services performed. The~~ Company’s isfinancial ~~paid~~statements ~~revenue~~based ~~from~~on ~~various~~our ~~advertising sources~~audits. ~~Typically~~ ~~advertising~~We ~~revenue~~are isa ~~based~~public ~~upon~~accounting ~~the~~firm ~~activity~~registered ~~reports~~with ~~received from~~ the ~~advertising~~Public ~~brokers~~Company ~~and~~Accounting ~~revenue~~Oversight isBoard ~~paid~~(United inStates) ~~accordance~~(PCAOB) ~~with~~and ~~the~~are ~~broker~~required ~~agreements~~to atbe ~~varying~~independent ~~intervals~~with ~~from~~respect 30 to ~~75 days following~~ the ~~close of the particular advertising period. The~~ Company isin ~~also~~accordance ~~paid~~with ~~from~~the ~~management fees through Harris Lee Holdings, LLC~~U. ~~The~~S. ~~Company~~federal ~~recognizes~~securities ~~the~~laws ~~revenue,~~ and ~~records~~ the ~~accounts~~applicable ~~receivable,~~rules ~~upon~~and ~~receipt~~regulations of the ~~activity~~Securities ~~report~~and ~~from~~Exchange ~~the~~Commission ~~broker. In~~and the ~~event payment is not received within 120 days of the due date, the Company will classify such amount as an account where collection is doubtful~~PCAOB. ~~The Company has only recognized minimal revenue to date.~~

~~Stock~~We ~~Based~~conducted ~~Compensation~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

WeOur ~~follow~~audits ~~ASC~~included ~~718~~performing ~~"Compensation~~procedures ~~- Stock Compensation" which prescribes accounting and reporting standards for all stock-based payments awarded~~ to ~~employees,~~assess ~~including~~the ~~employee~~risks ~~stock~~of ~~options,~~material ~~restricted~~misstatement ~~stock,~~of ~~employee~~the ~~stock~~financial ~~purchase plans and stock appreciation rights~~statements, ~~which~~whether ~~may~~due ~~be classified as either equity or liabilities. The Company determines if a present obligation~~ to ~~settle~~error ~~the share-based payment transaction in cash~~ or ~~other~~fraud, ~~assets~~and ~~exists.~~performing Aprocedures ~~present~~that ~~obligation~~respond to ~~settle~~those in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policiesrisks. IfSuch aprocedures ~~present~~included ~~obligation exists~~examining, ~~the~~on ~~transaction is recognized as~~ a ~~liability;~~test ~~otherwise~~basis, ~~the~~evidence ~~transaction~~regarding isthe ~~recognized~~amounts ~~as equity. The Company accounts for stock-based compensation issued to non-employees~~ and ~~consultants~~disclosures in ~~accordance with~~ the ~~provisions~~financial ~~of ASC 505-50 "Equity-Based Payments to Non-Employees~~statements." ~~Measurement~~Our ofaudits ~~share-based~~also ~~payment~~included ~~transactions~~evaluating ~~with non-employees is based on~~ the ~~fair~~accounting ~~value~~principles ofused ~~whichever~~and issignificant ~~more~~estimates ~~reliably~~made ~~measurable:~~by ~~(a)~~management, ~~the~~as ~~goods~~well oras ~~services~~evaluating ~~received; or (b)~~ the ~~equity~~overall ~~instruments~~presentation ~~issued. The fair value~~ of the ~~share-based~~financial ~~payment transaction is determined at the earlier of performance commitment date, the performance completion date, or the contract date~~statements. To ~~date,~~We ~~the~~believe ~~Company~~that ~~has~~our ~~not~~audits ~~issued~~provide ~~any~~a ~~stock~~reasonable ~~options,~~basis ~~but has issued common stock to non-employees~~ for ~~services~~our opinion.

~~Fair~~/s/ ~~Value~~Friedman ofLLP ~~Financial~~We ~~Instruments~~have served as the Company’s auditor since 2015. Marlton, New Jersey December 7, 2020

We16 ~~follow~~Table ~~ASC Topic 820, Fair Value Measurement, to measure certain financial instruments. 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:Contents

Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

PAZOO, INC.
BALANCE SHEETS

	December 31,			December 31,
	2017			2016

ASSETS
Current assets:
Cash	$	73,387		$	88,909
Other receivable		52,000			-
Prepaid expenses		4,066			5,536

Total current assets		129,453			94,445

Fixed assets, net		-			613,332

Total assets	$	129,453		$	707,777

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Lines of credit	$	10,671		$	21,039
Accounts payable and accrued liabilities		1,029,387			608,332
Loans payable (related party portion $409,458 and $546,717)		436,958			615,801
Interest payable		1,820,942			1,452,102
Convertible debt, net of unamortized discounts of $161,648 and $195,827		1,379,778			983,621
Contingent consideration liabilities		713,581			713,581
Derivative liabilities		4,562,632			2,925,627
Capital lease liabilities		-			373,930

Total current liabilities		9,953,949			7,694,033

Long-term liabilities:
Long-term portion of convertible debt, net of unamortized discounts of $0, and $110,672 (related party portion $550,000 and $550,000)		1,292,500			1,401,828
Capital lease liabilities		-			136,672

Total long-term liabilities		1,292,500			1,538,500

Total liabilities		11,246,449			9,232,533

Commitments and contingencies

Stockholders' deficit:
Convertible Preferred Stock, 50,000,000 shares authorized, $0.001 par value
Series A; 10,000,000 shares authorized, 215,139 and 230,401 shares issued and outstanding, respectively.		215			230
Series B; 5,000,000 shares authorized, 2,150,000 and 1,762,500 shares issued and outstanding, respectively.		2,150			1,762
Series C; 10,000,000 shares authorized, 2,647,709 and 2,621,375 shares issued and outstanding, respectively.		2,648			2,621
Series D; 12,500,000 shares authorized, 0 and 0 shares issued and outstanding, respectively.		-			-
Series E; 12,500,000 shares authorized, 0 and 0 shares issued and outstanding, respectively.		-			-
Common stock, $0.001 par value; 2,950,000,000 shares authorized, 613,244,848 and 9,137,630 shares issued and outstanding, respectively.		613,245			9,138
Additional paid-in capital		12,503,586			12,155,641
Accumulated deficit		(24,238,840	)		(20,694,148	)

Total stockholders' deficit		(11,116,996	)		(8,524,756	)
Total liabilities and stockholders' deficit	$	129,453		$	707,777

The accompanying notes are an integral part of these financial statements.

~~Level~~F-1 ~~2: Inputs~~Table ~~include~~of ~~quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.~~Contents

Level 3: Inputs include management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument's valuation.

PAZOO, INC.
STATEMENTS OF OPERATIONS

	Years Ended
	December 31,
	2017			2016

Revenues:
Management fees - related party	$	-		$	30,515
Total revenues		-			30,515

Operating expenses:
Selling, general and administrative expenses		1,600,848			2,278,768
Professional fees		551,793			664,022
Loss on impairment of license		-			1,540,207
Total operating expenses		2,152,641			4,482,997

Loss from operations		(2,152,641	)		(4,452,482	)

Other income/(expenses):
Gain from sale of interest in MA, net of transaction fees		1,567,201			-
Loss on derivative liabilities		(2,371,599	)		(3,827,703	)
Loss on debt extinguishment		624,690			2,430,259
Gain on change in fair value of contingent consideration		-			5,000
Interest expense		(1,212,268	)		(2,950,548	)
Total other income/(expenses)		(1,391,976	)		(4,342,992	)

Net loss	$	(3,544,617	)	$	(8,795,474	)

Series A preferred stock dividends		(75	)		(76	)

Net loss attributable to common stockholders	$	(3,544,692	)	$	(8,795,550	)

Basic and dilutive net loss per common share	$	(0.03	)	$	(3.28	)

Weighted average common shares outstanding - basic and diluted		117,224,982			2,678,502

The accompanying notes are an integral part of these financial statements.

14F-2 Table of Contents

Table of Contents

PAZOO, INC.
STATEMENTS OF CASH FLOWS

	Years Ended
	December 31,
	2017			2016

Cash flows from operating activities:
Net loss	$	(3,544,617	)	$	(8,795,474	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts		683,828			1,420,061
Depreciation		166,142			136,509
Amortization		-			50,728
Change in fair value of contingent consideration		-			(5,000	)
Stock-based compensation		67,310			79,900
(Gain)/loss on derivative liabilities		2,371,599			3,827,703
(Gain)/loss on debt extinguishment		(624,690	)		(2,430,259	)
(Gain)/loss on impairment of intangibles		-			1,540,207
Gain from sale of interest in MA, net of transaction fees		(1,567,201	)		-
Loss on settlement		-			1,146,231
Changes in operating assets and liabilities:
Accounts receivable		(52,000	)		-
Prepaid expenses and other current assets		-			(1	)
Accounts payable, accrued liabilities and interest payable		1,594,642			2,101,310
Net cash used in operating activities		(904,987	)		(928,085	)

Cash flows from financing activities:
Proceeds from convertible note		527,605			673,460
Repayments on capital leases		(85,535	)		(36,685	)
Repayments on convertible notes and loans		(367,765	)		(175,239	)
Repayments on loans payable - related party		(3,300	)		-
Proceeds from loans payable		828,828			447,100
Proceeds from sale of Series C preferred stock		-			90,000
Lines of credit		(10,368	)		1,539
Net cash provided by financing activities		889,465			1,000,175

Net (decrease) increase in cash and cash equivalents		(15,522	)		72,090

Cash and cash equivalents beginning of period		88,909			16,819

Cash and cash equivalents end of period	$	73,387		$	88,909

Noncash Investing and Financing Activities
Common stock issued for the conversion of Series A preferred stock	$	2,634		$	34,659
Common stock issued for the conversion of Series C preferred stock		-			183,570
Debt discount due to derivative liabilities		509,592			1,233,098
Preferred shares issued for conversion of debt and interest		-			30,652
Common shares issued for conversion of debt and interest		856,559			1,042,688
Common shares issued for accrued liability		-			350,000

The accompanying notes are an integral part of these financial statements.

~~Derivatives~~F-3 Table of Contents

We follow ASC Topic 815, Derivatives and Hedging, to evaluate our 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.

PAZOO, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT

	Common Stock				Series A Preferred Stock						Series B Preferred Stock				Series C Preferred Stock						Additional Paid-In			Accumulated
	Shares		Par		Shares			Par			Shares		Par		Shares			Par			Capital			Deficit			Total

January 1, 2016		59,461	$	59		860,669		$	861			1,762,500	$	1,762		2,051,000		$	2,051		$	9,425,188		$	(11,898,674	)	$	(2,468,753	)

Common shares issued for services		240		-		-			-			-		-		-			-			2,400			-			2,400

Conversion of preferred stock to common stock		872,914		873		(691,629	)		(692	)		-		-		(1,835,697	)		(1,836	)		1,655			-			-

Preferred Series A stock issued for debt conversion		-		-		61,306			61			-		-		-			-			30,591			-			30,652

Preferred Series A stock issued for dividends		-		-		55			-			-		-		-			-			-			-			-

Preferred Series C issued for services - non cash		-		-		-			-			-		-		77,500			77			77,423			-			77,500

Preferred Series C stock issued for cash		-		-		-			-			-		-		128,572			129			89,871			-			90,000

Preferred Series C stock issued to ICPI for settlement		-		-		-			-			-		-		2,200,000			2,200			1,494,031			-			1,496,231

Common shares issued for conversion of debt		8,205,015		8,205		-			-			-		-		-			-			1,034,483			-			1,042,688

Net Loss		-		-		-			-			-		-		-			-			-			(8,795,474	)		(8,795,474	)

December 31, 2016		9,137,630	$	9,138		230,401		$	230			1,762,500	$	1,762		2,621,375		$	2,621		$	12,155,641		$	(20,694,148	)	$	(8,524,756	)

Common shares issued due to rounding for reverse split		2,485		2		-			-			-		-		-			-			(2	)		-			-

Conversion of preferred stock to common stock		2,633,700		2,634		(15,337	)		(15	)		-		-		(11,000	)		(11	)		(2,608	)		-			-

Preferred Series A stock issued for dividends		-		-		75			-			-		-		-			-			75			(75	)		-

Preferred Series B issued for services		-		-		-			-			387,500		388		-			-			55,722			-			56,110

Preferred Series C issued for services		-		-		-			-			-		-		37,334			38			11,162			-			11,200

Common shares issued for conversion of debt		601,471,033		601,471		-			-			-		-		-			-			283,596			-			885,067

Net Loss		-		-		-			-			-		-		-			-			-			(3,544,617	)		(3,544,617	)

December 31, 2017		613,244,848	$	613,245		215,139		$	215			2,150,000	$	2,150		2,647,709		$	2,648		$	12,503,586		$	(24,238,840	)	$	(11,116,996	)

The accompanying notes are an integral part of these financial statements.

~~Impairment~~F-4 Table of ~~Long-Lived Assets~~Contents

The Company's intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the assetPazoo, ~~an impairment loss is measured and recognized~~Inc. ~~An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.~~

~~Comparison~~Notes ofto ~~Fiscal~~Financial ~~Years Ended December 31, 2016 and 2015~~Statements

~~Revenues.~~Note ~~Revenues~~1—DESCRIPTION ~~were~~OF ~~$26~~BUSINESS,~~662~~ ~~for~~BASIS ~~the~~OF ~~year~~PRESENTATION ~~ended~~AND ~~December~~SUMMARY ~~31,~~OF ~~2015,~~SIGNIFICANT ~~compared~~ACCOUNTING to $30,515 for the year ended December 31, 2016, an increase of $3,853. All revenue in 2016 was derived from management fees whereas the prior year revenue was made up of online advertising revenue. As of December 31, 2016, revenue has discontinued from the management fees derived from the cannabis laboratory in Denver, Colorado and the Company does not have any plans to re-open the facility in the near future.POLICIES

~~Operating~~Description ~~Expenses. Operating expenses consisted~~ of the following expenses: selling, general and administrative expenses; professional fees; and website setup. Total operating expenses were $4,101,904 in the year ended 2015, compared to $4,482,997 in year ended 2016. Selling, general and administrative (SG&A) expenses were $3,143,262 in 2015 compared to $2,269,494 in 2016, a decrease of $873,768. The decrease in SG&A was due to a decrease in spending on marketing expenses, and the conversion premium fee. SG&A expenses were mainly comprised of branding and public relations, marketing and advertising, and payroll. Professional fees were $823,488 in the year ended 2015, compared to $664,022 in the year ended 2016, a decrease of $159,466. The decrease in professional fees was due primarily to the decrease in investor relations. Website set up costs were $135,154 for the year ended 2015, compared to $9,274 for the year ended 2016. This was due to a shift in focus from online advertising to testing laboratories. The Company also had a loss of impairment of $1,540,207 during year ended 2016 compared to a $0 impairment during year ended 2015, as no impairment occurred in 2015.Business

~~Other~~On ~~Expenses. For~~November 22, 2017, the ~~year~~Company ~~ended~~entered ~~December~~into ~~31,~~a ~~2015,~~Limited ~~other~~Liability ~~expense~~Membership ~~was~~Interest Purchase Agreement (the “Agreement”) to sell a 70% Membership Interest for the aggregate sales price of One Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($~~403~~1,~~483~~523,767) ~~mostly~~in ~~from~~ the following ~~factors.~~manner: (i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($~~839~~492,~~919~~227), ~~from~~to abe ~~loss~~paid onin ~~impairment~~cash; ofand ~~equity~~(ii) One Million Thirty-~~method~~One ~~investment,~~Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($21,~~087~~031,~~070~~539), ~~for~~in ~~interest~~the ~~expense~~form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, ~~$898~~including applicable interest,~~759~~ ~~loss~~default oninterest, ~~derivative~~late ~~liabilities~~charges, and ~~offset~~other byobligations anaccrued ~~approximate~~in $3respect thereof.4 ~~million~~The ~~gain~~Agreement onalso ~~debt~~contained ~~extinguished~~an option to purchase an additional 10% interest within 18 months. ~~For~~ ~~the~~The ~~year~~option ~~ended~~has ~~December~~subsequently 31been extended to November 22, ~~2016~~2020. Post sale, ~~other~~the ~~expenses~~Company ~~were~~retains ~~$4,342,992~~30% ~~primarily~~equity investment in MA & Associates LLC. The Company sold the remaining 10% equity interest from ~~gain~~the November 22, 2017 on ~~debt~~June ~~extinguishment~~30, 2020. Membership Interest Agreement in MA & Associates for an aggregate total of $2226,~~430,529,~~388. ~~interest~~The ~~expense~~total amount was in the form of ~~$2,950,548~~retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and ~~loss~~absolute ondiscretion, ~~derivative~~including ~~liabilities~~applicable ofinterest, $3default interest,~~827~~ late charges,~~703~~ and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates.

~~Net~~The ~~loss~~Company entered the pharmaceutical testing laboratory market with their acquisitions of MA & Associates, LLC (“MA”) 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 ~~net~~mission ~~loss~~is ~~was~~to $4protect 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,~~478~~ LLC,~~725~~ due to Colorado residency requirements, entered into an advisory agreement with Harris Lee Colorado, LLC, a related party. Harris Lee Holdings, LLC has 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 ~~ended~~ending December 31, ~~2015~~2016. However, ~~compared~~because of the failure to ~~net~~transfer ~~loss~~the ofMED $8license to Harris Lee Colorado,~~795~~ LLC,~~550~~ ~~for~~the Denver laboratory was closed by the ~~year~~end ~~ended~~2016. The Company does not expect to re-commence operations. MA, a cannabis testing laboratory in Las Vegas Nevada, officially opened for business in October 2018. It took its first revenue in December 31of 2018. Furthermore, ~~2016~~the company passed its ISO 17025 accreditation and received its ISO Laboratory Certification in September of 2019. MA also passed its annual rigorous inspection by the State of Nevada’s team of State inspectors in November of 2019. Operational ramp up took longer than expected but as of now the lab is fully staffed and operational and is fully licensed to accept both recreational and medical cannabis samples for testing in Nevada. The Company currently owns a 20% equity stake in MA & Associates.

~~Subsequent~~Basis ~~Events~~of Presentation

OnThe ~~January~~accompanying 4,financial ~~2017~~statements include the ~~Company's~~accounts ~~100%~~of ~~wholly~~Pazoo, ~~owned~~Inc. ~~subsidiary~~("Pazoo" MAor &the ~~Associates~~"Company") ~~received~~These ~~its~~financial ~~final~~statements ~~approval~~have ~~and~~been ~~Marijuana~~prepared ~~Testing~~in ~~License~~accordance ~~from~~with ~~the~~accounting ~~City~~principles ofgenerally ~~Las~~accepted ~~Vegas,~~in NVthe ~~and~~United ~~can~~States ~~now commence operations~~("GAAP").

~~The~~In ~~company~~March ~~issued~~2016, anthe ~~aggregate~~Company effected a 1-for-100 reverse stock split of ~~343,182,474~~the outstanding common stock (the "Reverse Stock Split") whereby every one hundred (100) shares of outstanding common stock decreased to ~~debt~~one ~~holders~~(1) ~~valued~~share atof acommon ~~total~~stock. Similarly, the number of shares of common stock, par value $270.001 ("Common Stock") into which each outstanding Preferred stock,~~758~~ convertible debt and warrant to purchase common stock is to be exercisable decreased on a 1-for-100 ~~conversions~~basis ~~pursuant~~and the exercise price of each outstanding preferred stock and warrant to ~~convertible~~purchase common stock increased proportionately. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes and all debt terms were also adjusted/effected.

InF-5 ~~2017,~~Table ~~the Company entered into loan advances with a private investor for $354,000. The advances are in conjunction with the investment for Preferred D shares disclosed in the Form 14C filed in January~~ of ~~2017.~~Contents

In January 2017, the Company ~~entered~~filed ~~into~~a ~~convertible~~Form ~~note~~14-C ~~agreements~~in ~~for~~order anto ~~aggregate~~effectuate ~~total~~a of1-for-250 ~~$303,178.~~reverse ~~The~~stock ~~interest~~split ~~rates~~of ~~range~~the ~~from~~outstanding ~~10%~~common tostock ~~12% and~~ (the ~~conversion~~"Reverse ~~terms~~Stock ~~range~~Split") ~~between~~whereby aevery ~~35%~~two tohundred ~~50%~~and ~~discount~~fifty to(250 ~~the~~shares ~~prior~~of ~~range~~outstanding ofcommon 15stock decreases to 30one ~~days. The~~(1) ~~Company~~share ~~has~~of ~~paid~~common ~~back~~stock). aAs ~~total~~ of ~~$160~~April 2017,~~720~~ on the ~~aforementioned~~1-for-250 ~~convertible~~reverse ~~note~~stock ~~agreements~~split was effectuated.

15Use of Estimates

~~Table~~In accordance with GAAP the preparation of ~~Contents~~these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

InOn ~~2017~~an ongoing basis, ~~the~~management ~~Company~~evaluates ~~issued~~its ~~387~~estimates and judgments,~~500~~ ~~Series~~including Bthose ~~preferred~~related ~~stock~~to inrevenue ~~exchange~~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 ~~services~~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 ~~Board~~the ~~Members~~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.

InFixed ~~2017, the Company issued a total of 75 Series A Preferred stock in dividends for Series A Preferred shareholders.~~Asset

InFixed ~~2017,~~assets are presented at cost at the ~~Company~~date ~~entered~~of ~~into~~acquisition. aDepreciation ~~loan~~and ~~agreement~~amortization ~~with~~is ~~Kabbage~~calculated based on the straight-line method over the estimated useful lives of the depreciable assets, ~~Inc.~~or ~~for~~in ~~$10~~the case of leasehold improvements,~~500. The~~ ~~note~~the ~~will~~shorter beof ~~paid~~the ~~off~~lease interm 12or ~~months~~the ~~and~~estimated ~~carries~~useful life of the asset, a ~~monthly~~portion ~~fee~~of which is allocated to cost of ~~$263~~sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred.

InImpairment ~~2017,~~of ~~the Company filed a Form 14~~Long-CLived 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 is still pending and has not yet gone effective and is pending FINRA approval.Assets

InThe ~~January 2017, the~~ Company's ~~filed~~intangible aassets ~~Form~~and ~~14-C~~fixed ~~Information~~assets ~~Statement~~are ~~advising~~reviewed ~~all~~for ~~shareholders~~impairment ofwhenever ~~the~~events ~~Company~~or ~~that~~changes ~~the~~in ~~Board~~circumstances ofindicate ~~Directors,~~that ~~as ratified by~~ the ~~majority~~historical-cost ofcarrying ~~the~~value ~~votes~~ of ~~equity~~an ~~holders,~~asset ~~approved~~may ~~of a~~no ~~reverse~~longer ~~stock~~be ~~split~~appropriate. ~~(at~~The aCompany ~~ratio~~assesses recoverability of ~~250:1) and setting forth~~ the ~~proposed~~asset ~~terms~~by ~~and~~comparing ~~characteristics of~~ the ~~Series~~undiscounted Dfuture ~~Preferred~~net ~~Stock. The~~cash ~~Series~~flows Dexpected ~~Preferred~~to ~~Stock~~result ~~will~~from ~~carry~~the aasset ~~5% annual dividend, will have no voting rights prior~~ to ~~conversion,~~its ~~and~~carrying ~~will~~value. ~~convert~~If ~~into~~the ~~common~~carrying ~~stock at~~value aexceeds ~~ratio~~the ~~which~~undiscounted ~~will~~future benet ~~determined~~cash byflows ~~the amount~~ of ~~debt~~the ~~to be retired~~asset, ~~and~~an ~~new~~impairment ~~money~~loss tois bemeasured ~~invested,~~ and ~~the~~recognized. ~~then~~An ~~outstanding~~impairment ~~common~~loss ~~stock~~is ofmeasured as the ~~Company~~difference onbetween athe ~~fully~~net ~~diluted~~book ~~basis~~value ~~(See,~~and the ~~filed~~fair ~~Form~~value ~~14C~~of ~~for~~the ~~more~~long-lived ~~details)~~asset.

The ~~purpose~~Company, ofdue ~~reconstituting~~to the ~~characteristics~~uncertainties ofsurrounding the ~~Series~~license Dagreement, ~~Preferred~~impaired ~~Stock~~100% isof tothe ~~have~~value of the ~~ability~~Steep toHill ~~consummate~~Labs licenses due to the ~~contemplated~~purported ~~sale~~unsubstantiated termination of the ~~Company's~~license ~~Series~~agreements Din ~~Preferred~~June ~~Stock~~2016 asbetween ~~set~~Steep ~~forth~~Hill inLabs ~~the~~and ~~Form~~MA ~~14C.~~& IfAssociates, LLC and ~~when~~Harris Lee, ~~the~~LLC ~~agreement~~prior ~~has~~to ~~been~~the ~~finalized~~deconsolidation ~~for~~and ~~the~~ sale of the ~~Series~~70% Downership ~~Preferred~~position ~~Stock,~~in ~~the~~MA. ~~characteristics~~The ofCompany ~~the~~strongly ~~Series~~believes Dthat ~~Preferred~~any ~~Stock~~attempted ~~will~~termination beof ~~set~~the ~~forth~~licenses inon athe ~~Certificate~~part of ~~Designations~~Steep toHill beLabs ~~filed~~was ~~with~~ineffective ~~the~~for ~~Secretary~~many ofreasons, ~~State~~including, ofwithout ~~the~~limitation, ~~State~~Steep ofHill's ~~Nevada. If~~failure ~~the~~to ~~characteristics~~provide ~~are~~key ~~substantively~~deliverables ~~different~~including ~~than~~technology, asscientific ~~previously~~know-how ~~approved~~and bylab ~~the Board~~guidance. ofOn ~~Directors~~July 6, ~~and~~2016, ~~ratified~~the byCompany contested the ~~majority~~improper attempted termination of the ~~votes~~licenses ofwhich ~~equity~~was ~~holders~~based on no identifiable contractual justification, ~~new~~and ~~approval~~to ~~will~~which beSteep ~~sought~~Hill has not formally responded.

~~Off-Balance~~Equity ~~Sheet~~Method ~~Agreements~~Investments

~~None~~We ~~noted~~apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity method investment (loss) income” in our Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The only equity method investment at December 31, 2017 had a carrying value of $0.

~~Item~~F-6 ~~7A. Quantitative~~Table ~~and~~of ~~Qualitative Disclosures About Market Risk~~Contents

AsFair aValue ~~"smaller reporting company", as defined by Item 10(f)~~ of ~~Regulation~~Financial ~~S-K, we are not required to provide the information required by Item 7A.~~ Instruments

~~Item~~The 8Company's financial instruments consist principally of cash and cash equivalents and accounts payable. ~~Financial~~ ~~Statements~~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. 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:

16Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

~~Table~~Level of2: ~~Contents~~Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

~~REPORT~~Level OF3: ~~INDEPENDENT~~Inputs ~~REGISTERED~~include ~~PUBLIC~~management's ~~ACCOUNTING~~best ~~FIRM~~estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument's valuation.

ToThe following table sets forth by level within the ~~Board~~fair ofvalue ~~Directors~~hierarchy the Company's financial assets and ~~Stockholders~~liabilities ofthat were accounted for at fair value as December 31, 2017 and 2016.

Pazoo, Inc.

Recurring Fair Value Measurements	Level 1		Level 2		Level 3		Total
LIABILITIES:
Derivative liability – December 31, 2017	$	-	$	-	$	4,526,632	$	4,526,632
Derivative liability – December 31, 2016	$	-	$	-	$	2,925,627	$	2,925,627

We have audited the accompanying consolidated balance sheets of Pazoo, Inc. and subsidiaries (the "Company") as of December 31, 2016 and 2015 and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.Derivative

WeThe ~~conducted~~Company ~~our~~has ~~audits~~certain inconvertible ~~accordance~~notes ~~with~~outstanding ~~the~~at ~~standards~~December of31, ~~the~~2017 ~~Public~~and ~~Company~~2016 ~~Accounting~~with ~~Oversight~~variable ~~Board~~conversion ~~(United~~rates ~~States).~~that ~~Those~~qualify ~~standards~~as ~~require~~derivatives that weneed ~~plan and perform the audits~~ to ~~obtain~~be ~~reasonable~~separately ~~assurance~~accounted ~~about~~for ~~whether~~in ~~the~~accordance ~~consolidated~~with ~~financial~~FASB ~~statements~~ASC ~~are~~815, ~~free~~"Derivatives ofand ~~material misstatement~~Hedging". ~~The~~In addition, the Company isdid not ~~required to~~ have, ~~nor~~enough ~~were~~authorized weshares ~~engaged~~for tothe ~~perform,~~full anconversion ~~audit~~ of ~~its~~all ~~internal~~convertible ~~control over financial reporting~~notes. ~~Our~~Embedded ~~audits~~derivatives ~~included~~satisfying ~~consideration~~certain ofcriteria ~~internal control over financial reporting as a basis for designing audit procedures that~~ are ~~appropriate~~recorded inat ~~the~~fair ~~circumstances,~~value ~~but~~at ~~not~~issuance ~~for~~and ~~the~~marked-to-market ~~purpose~~at ofeach ~~expressing~~balance ansheet ~~opinion~~date onwith the ~~effectiveness~~change of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~consolidated~~fair ~~financial~~value ~~statements,~~recorded ~~assessing the accounting principles used and significant estimates made by management,~~ as ~~well~~a asgain ~~evaluating~~or ~~the~~loss ~~overall~~(see ~~financial~~Note ~~statement presentation~~10). ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe ~~our~~Company ~~opinion,~~evaluates ~~the~~all ~~consolidated~~of its financial ~~statements~~instruments ~~referred~~ to ~~above~~determine ~~present~~if ~~fairly,~~such ininstruments ~~all~~are ~~material~~derivatives ~~respects,~~or ~~the~~contain ~~financial~~features ~~position~~that ofqualify ~~the~~as ~~Company~~embedded asderivatives. ofFor ~~December~~derivative ~~31,~~financial ~~2016~~instruments ~~and~~that ~~2015~~are ~~and~~accounted for as liabilities, the ~~results~~derivative ofinstrument is initially recorded at its ~~operations~~fair value and ~~its~~is ~~cash~~then ~~flows~~re-valued ~~for~~at each ofreporting ~~the~~date, ~~years~~with changes in the ~~two-year~~fair ~~period~~value ~~ended~~reported ~~December~~as ~~31,~~charges ~~2016~~or credits to income. For option-based derivative financial instruments, inthe ~~conformity~~Company ~~with~~uses ~~accounting~~the ~~principles~~Black-Scholes ~~generally~~option-pricing ~~accepted~~model into value the ~~United~~derivative ~~States~~instruments at inception and subsequent valuation dates. The classification of ~~America~~derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

~~The~~Cash accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations and ~~has~~Cash a working capital deficit. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Equivalents

~~/s/~~We ~~Friedman~~classify ~~LLP~~all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents.

~~Marlton,~~Stock ~~New~~Based ~~Jersey~~Compensation

~~April~~ASC 21718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments awarded to employees, ~~2017~~including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity-Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date, the performance completion date, or the contract date.

17F-7 Table of Contents

~~Table~~Revenue ~~of Contents~~Recognition

PAZOO, INC.
CONSOLIDATED BALANCE SHEETS
	December 31,			December 31,
	2016			2015
ASSETS
Current assets:
Cash	$	88,909		$	16,819
Prepaid expenses		5,536			5,448
Total current assets		94,445			22,267
Fixed assets, net		613,332			749,841
Intangible assets, net		-			1,590,935
Total other assets		613,332			2,340,776
Total assets	$	707,777		$	2,363,043
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Lines of credit	$	21,039		$	19,500
Accounts payable and accrued liabilities		608,332			406,176
Loans payable		615,801			203,000
Interest payable		1,452,102			172,709
Convertible debt, net of unamortized discounts of $195,827 and $533,391		983,621			809,644
Contingent consideration liabilities		713,581			718,581
Derivative liabilities		2,925,627			1,756,435
Capital lease liability		373,930			304,516
Total current liabilities		7,694,033			4,390,561
Long-term liabilities:
Long-term portion of convertible debt, net of unamortized discounts of $110,672, and $794,036		1,401,828			198,464
Capital lease liability		136,672			242,771
Total long-term liabilities		1,538,500			441,235
Total liabilities		9,232,533			4,831,796
Commitments
Stockholders' deficit:
Convertible Preferred Stock, 50,000,000 shares authorized, $0.001 par value
Series A; 10,000,000 shares authorized, 230,401 and 860,669 shares issued and outstanding, respectively.		230			861
Series B; 5,000,000 shares authorized, 1,762,500 and 1,762,500 shares issued and outstanding, respectively.		1,762			1,762
Series C; 10,000,000 shares authorized, 2,621,375 and 2,051,000 shares issued and outstanding, respectively.		2,621			2,051
Series D; 12,500,000 shares authorized, 0 and 0 shares issued and outstanding, respectively.		-			-
Series E; 12,500,000 shares authorized, 0 and 0 shares issued and outstanding, respectively.		-			-
Common stock, $0.001 par value; 2,950,000,000 shares authorized, 2,284,407,419 and 14,865,053 shares issued and outstanding, respectively.		2,284,408			14,865
Additional paid-in capital		9,880,371			9,410,382
Accumulated deficit		(20,694,148	)		(11,898,674	)
Total stockholders' deficit		(8,524,756	)		(2,468,753	)
Total liabilities and stockholders' deficit	$	707,777		$	2,363,043

Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured, and goods have been delivered or services performed. Prior to the sale of MA, the Company was paid revenue from various advertising, cannabis testing, through MA & Associates, LLC and sales and distribution of non-controlled hemp products.

~~The~~Income ~~accompanying notes are an integral part of these consolidated financial statements.~~Taxes

18Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

~~Table~~We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of ~~Contents~~these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.

PAZOO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Years Ended
	December 31,
	2016			2015
Revenues:
Management fees - related party	$	30,515		$	-
Advertising Sales		-			26,662
Total revenues		30,515			26,662
Operating expenses:
Selling, general and administrative expenses		2,269,494			3,143,262
Professional fees		664,022			823,488
Loss on impairment of license		1,540,207			-
Website setup		9,274			135,154
Total operating expenses		4,482,997			4,101,904
Loss from operations		(4,452,482	)		(4,075,242	)
Other income/(expenses):
Gain/(loss) on derivative liabilities		(3,827,703	)		(898,759	)
Gain on debt extinguishment		2,430,259			3,412,265
Gain on change in fair value of contingent consideration		5,000			10,000
Loss on impairment of equity method investment		-			(839,919	)
Interest expense		(2,950,548	)		(2,087,070	)
Total other income/(expenses)		(4,342,992	)		(403,483	)
Net loss	$	(8,795,474	)	$	(4,478,725	)
Series A preferred stock dividends		(76	)		(39,743	)
Net loss attributable to common stockholders	$	(8,795,550	)	$	(4,518,468	)
Net loss per common share – basic and diluted	$	(0.01	)	$	(0.69	)
Weighted average common shares outstanding - basic and diluted		669,625,441			6,553,747

Basic and Diluted Net Loss Per Common Share

~~The~~Basic ~~accompanying~~net ~~notes~~loss ~~are~~per ancommon ~~integral~~share ~~part~~is computed by dividing net loss applicable to common stockholders by the weighted average number of ~~these~~common ~~consolidated~~shares ~~financial~~outstanding ~~statements~~during the period. Diluted net loss per common share reflects, in addition to the weighted average number of common shares, the potential dilution if shares of convertible preferred stock and debt were converted into shares of common stock and a corresponding accrued 5% dividend, unless the effects of such exercises and conversions would have been anti-dilutive.

Potentially Dilutive Securities
	December 31, 2017		December 31, 2016

Convertible notes		7,868,063,321		158,168,021
Preferred series A shares & warrants		21,513,900		92,160
Preferred series B		430,000,000		1,410,000
Preferred series C		264,770,900		1,266,829
		8,584,348,121		160,937,010

~~Table~~Advertising ~~of Contents~~Expenses

PAZOO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended
	December 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(8,795,474	)	$	(4,478,725	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts		1,420,061			1,971,984
Depreciation		136,509			140,047
Amortization		50,728			62,337
Change in fair value of contingent consideration		(5,000	)		(10,000	)
Stock-based compensation		79,900			1,297,481
(Gain)/loss on derivative liabilities		3,827,703			898,759
(Gain)/loss on debt extinguishment		(2,430,259	)		(3,412,265	)
(Gain)/loss on impairment of intangibles		1,540,207			-
Loss on settlement		1,146,231
Impairment loss on equity method investment		-			839,919
Changes in operating assets and liabilities:
Accounts receivable		-			87,949
Inventory		-			2,668
Prepaid expenses and other current assets		(1	)		733
Accounts payable, accrued liabilities and interest payable		2,101,310			670,803
Net cash used in operating activities		(928,085	)		(1,928,310	)
Cash flows from investing activities:
Cash paid for purchase of licenses		-			(307,500	)
Acquisition of fixed assets		-			(4,052	)
Equity investment in equity method investee		-			(778,639	)
Net cash used in investing activities		-			(1,090,191	)
Cash flows from financing activities:
Proceeds from convertible note		673,460			1,443,287
Stock subscription receivable		-			18,253
Repayments on capital leases		(36,685	)		(67,737	)
Repayments on convertible notes and loans		(175,239	)		(413,000	)
Proceeds from loans payable		447,100			200,000
Proceeds from issuing common stock		-			48,380
Proceeds from sale of Series A preferred stock and warrants		-			580,000
Proceeds from exercise of Series A preferred warrants		-			25,000
Proceeds from sale of Series C preferred stock		90,000			448,000
Lines of credit		1,539			19,500
Net cash provided by financing activities		1,000,175			2,301,683
Net (decrease) in cash and cash equivalents		72,090			(716,818	)
Cash and cash equivalents beginning of period		16,819			733,637
Cash and cash equivalents end of period	$	88,909		$	16,819
Supplemental Disclosure of Cash Flows Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-
Noncash Investing and Financing Activities
Fixed assets acquired through capital lease	$	-		$	615,024
Preferred shares issued for acquisition of MA & Associates		-			1,000,000
Contingent consideration for acquisition of MA & Associates		-			1,228,581
Common stock issued for the conversion of Series A preferred stock		34,659			3,115
Common stock issued for the conversion of Series C preferred stock		183,570			200
Debt discount due to derivative liabilities		1,233,098			2,296,385
Preferred shares issued for conversion of debt and interest		30,652			-
Common shares issued for conversion of debt and interest		1,042,688			1,303,908
Common shares issued with debt		-			93,087
Common shares issued for accrued liability		350,000			-

Costs associated with advertising are charged to expense as incurred.

~~The~~Recent ~~accompanying~~Accounting ~~notes are an integral part of these consolidated financial statements.~~Pronouncements

20In March 2016, the FASB under ASU 2016-09 issued new guidance which involves several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU was effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, however early adoption is permitted. The Company evaluated the guidance to determine the Company's adoption method and the effect it will have on the Company's consolidated financial statements and it is effective currently.

~~Table~~In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of ~~Contents~~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 financial position and results of operations and statements of cash flows.

PAZOO, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
	Common Stock				Series A Preferred Stock						Series B Preferred Stock				Series C Preferred Stock						Additional Paid-In			Accumulated
	Shares		Par		Shares			Par			Shares		Par		Shares			Par			Capital			Deficit			Total
December 31, 2014		1,930,304	$	1,930		1,036,394		$	1,036			1,187,500	$	1,187		-		$	-		$	4,629,912		$	(7,419,949	)	$	(2,785,884	)
Common shares issued for services		522,208		522		-			-			-		-		-			-			135,459			-			135,981
Conversion of preferred stock to common stock		3,315,000		3,315		(3,115,000	)		(3,115	)		-		-		(200,000	)		(200	)		-			-			-
Preferred Series A stock and warrants issued for cash		-		-		2,542,132			2,542			-		-		-			-			577,458			-			580,000
Preferred shares issued for services		-		-		50,000			50			575,000		575		803,000			803			1,160,072			-			1,161,500
Preferred shares issued for acquisitions		-		-		-			-			-		-		1,000,000			1,000			999,000			-			1,000,000
Preferred shares issued for cash						-			-			-		-		448,000			448			447,552			-			448,000
Common shares issued for cash		54,601		55		-			-			-		-		-			-			48,325			-			48,380
Issuance of preferred stock for warrant exercises		-		-		347,143			348			-		-		-			-			24,652			-			25,000
Common shares issued for conversion of debt		8,921,288		8,921		-			-			-		-		-			-			1,294,987			-			1,303,908
Common shares issued with debt		121,652		122		-			-			-		-		-			-			92,965			-			93,087
Net Loss		-		-		-			-			-		-		-			-			-			(4,478,725	)		(4,478,725	)
December 31, 2015		14,865,053	$	14,865		860,669		$	861			1,762,500	$	1,762		2,051,000		$	2,051		$	9,410,382		$	(11,898,674	)	$	(2,468,753	)
Common shares issued for services		60,000		60		-			-			-		-		-			-			2,340			-			2,400
Conversion of preferred stock to common stock		218,228,526		218,229		(691,629	)		(692	)		-		-		(1,835,697	)		(1,836	)		(215,701	)		-			-
Preferred Series A stock issued for debt conversion		-		-		61,306			61			-		-		-			-			30,591			-			30,652
Preferred Series A stock issued for dividends		-		-		55			-			-		-		-			-			-			-			-
Preferred Series C issued for services - non cash		-		-		-			-			-		-		77,500			77			77,423			-			77,500
Preferred Series C stock issued for cash		-		-		-			-			-		-		128,572			129			89,871			-			90,000
Preferred Series C stock issued to ICPI for settlement		-		-		-			-			-		-		2,200,000			2,200			1,494,031			-			1,496,231
Common shares issued for conversion of debt		2,051,253,840		2,051,254		-			-			-		-		-			-			(1,008,566	)		-			1,042,688
Net Loss		-		-		-			-			-		-		-			-			-			(8,795,474	)		(8,795,474	)
December 31, 2016		2,284,407,419	$	2,284,408		230,401		$	230			1,762,500	$	1,762		2,621,375		$	2,621		$	9,880,371		$	(20,694,148	)	$	(8,524,756	)

F-8

Table of Contents

In August 2014, the FASB issued ASU No. 2014-15 —Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ~~accompanying~~ASU ~~notes~~requires management to evaluate whether there are anconditions ~~integral~~and ~~part~~events ofthat ~~these~~raise ~~consolidated~~substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued and if management's plans will alleviate that doubt. Management will be required to make this evaluation for both annual and interim reporting periods. The Company adopted this guidance for the fiscal year ended December 31, 2016. This adoption did not have a material impact on the Company's financial statements.

21In September 2015, the FASB issued Accounting Standards Update (ASU) 2015-16—Business Combinations, as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The amendment eliminates the requirement to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2016. This guidance did not have a material effect on its financial statements.

~~Table~~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 ~~Contents~~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 financial statements and related disclosures. The Company has no revenue at this time.

~~Pazoo~~In June 2018, ~~Inc~~the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers.

~~Notes~~In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09). ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact ASU 2017-09 will have on the Company's Consolidated Financial Statements.

~~Note~~Other ~~1—DESCRIPTION~~recent OFaccounting ~~BUSINESS,~~pronouncements ~~BASIS~~issued OFby ~~PRESENTATION~~the ~~AND~~FASB ~~SUMMARY~~did OFnot ~~SIGNIFICANT~~or ~~ACCOUNTING~~are ~~POLICIES~~not believed to have a material impact on our present or future financial statements.

~~Description~~Note of2—GOING ~~Business~~CONCERN

~~The~~During ~~Company~~2017 ~~entered~~and 2016, the ~~pharmaceutical~~Company ~~testing~~incurred ~~laboratory~~net ~~market~~losses ~~with their acquisitions~~ of MA$3,544,617 &and ~~Associates~~$8,795,474, ~~LLC~~respectively ~~which~~and ~~will~~had ~~operate~~negative ~~pharmaceutical~~cash ~~testing~~flows ~~laboratories~~from inoperations ~~Nevada~~of $904,987 and ~~Harris Lee Holdings~~$928,085 ~~LLC~~respectively. ~~which~~In ~~will~~addition, ~~operate~~as ~~pharmaceutical~~of ~~testing~~December ~~laboratories~~31, ~~within other states~~2017, orthe ~~license~~Company ~~testing~~had ~~protocols~~a asworking ~~independently~~capital ~~owned~~deficit ~~laboratories~~of $9,824,496. These ~~pharmaceutical~~factors, ~~testing~~among ~~laboratories~~others, ~~focus~~raise onsubstantial ~~providing~~doubt ~~quality~~about ~~control services to~~ the ~~medical~~Company's ~~cannabis~~ability ~~industry. The mission is~~ to ~~protect~~continue ~~the~~as ~~public~~a ~~health~~going byconcern. ~~providing~~These ~~infrastructure~~financial ~~and~~statements ~~analytical~~do ~~services~~not toinclude ~~legally-authorized~~any ~~cannabis~~adjustments ~~producers~~relating ~~and distributors as well as~~ to ~~regulators. States~~the ~~that~~recoverability ~~have~~and ~~legalized~~classification ~~cannabis~~of ~~are~~assets ~~developing~~or ~~cannabis~~the ~~health~~amounts and ~~safety~~classification ~~criteria~~of liabilities that wemight ~~will~~be ~~fulfill~~necessary ~~through~~should ~~their~~the ~~testing~~Company ~~laboratories. Harris~~be ~~Lee~~unable ~~Holdings, LLC, due~~ to ~~Colorado~~continue ~~residency~~as ~~requirements,~~a ~~entered~~going ~~into~~concern. anThe ~~advisory~~Company's ~~agreement~~continuation ~~with~~as ~~Harris Lee Colorado, LLC,~~ a ~~related~~going ~~party.~~concern ~~Harris~~is ~~Lee~~dependent ~~Holdings,~~upon ~~LLC~~our ~~has~~ability ~~sub-licensed the testing protocols~~ to ~~Harris~~generate ~~Lee~~sufficient ~~Colorado,~~cash ~~LLC~~flow inand ~~exchange~~raise ~~for~~additional ~~management~~capital ~~fees for each test conducted. The Colorado MED approved the transfer of management of an existing laboratory, operating as Steep Hill Colorado,~~ to ~~Harris~~meet ~~Lee~~our ~~Colorado,~~obligations ~~LLC~~on (a ~~related~~timely ~~party)~~basis and ~~Harris~~ultimately ~~Lee~~attain ~~Holdings, LLC has derived management fees from Harris Lee Colorado, LLC in the year ending December 31, 2016~~profitability. ~~However,~~ ~~because~~If of the ~~failure~~Company tois ~~transfer~~unable ~~the MED license~~ to ~~Harris~~generate ~~Lee~~sufficient ~~Colorado,~~cash ~~LLC,~~flow ~~the~~or ~~Denver~~raise ~~laboratory~~additional ~~was~~capital ~~closed~~in by the ~~end~~new ~~2016. The~~term, ~~Company~~it ~~does~~could ~~not~~be ~~expect~~forced to ~~re-commence~~cease operations ~~in the near future~~. ~~Lastly,~~The ~~the~~ Company's ~~wholly~~does ~~owned~~not ~~subsidiary,~~have CKsufficient ~~Distribution~~capital ~~LLC,~~for ~~provides~~ the ~~marketing~~next ~~and~~12 ~~sales~~months ~~agent~~from ~~for~~ the ~~distribution~~issuance of ~~non-controlled~~these ~~hemp~~financial ~~products throughout the USA~~statements. ~~Non-controlled hemp products are the items utilized by the industry that support grow facilities, infusion companies and dispensaries.~~

~~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~~F-~~commerce~~9 ~~functionality~~Table ~~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.~~Contents

~~Basis~~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 ~~Presentation~~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. 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 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. Subsequent to December 31, 2017 the Company was able to raise funds in the total of $178,500, $150,00 of which was earmarked for public Company filings.

~~The~~Note ~~accompanying~~3—ACQUISITIONS ~~consolidated~~AND financial statements include the accounts of the Pazoo, Inc. ("Pazoo" or the "Company") and its wholly-owned subsidiaries MA & Associates, LLC, Harris Lee Holdings LLC, and CK Distribution. These 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.DECONSOLIDATION

InMA ~~March~~& ~~2016~~Associates, the Company effected a 1-for-100 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every one hundred (100) 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, convertible debt and warrant to purchase common stock is to be exercisable decreased on a 1-for-100 basis and the exercise price of each outstanding preferred stock and warrant to purchase common stock increased proportionately. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes and all debt terms were also adjusted/effected.LLC

InOn ~~January~~April ~~2017~~8, 2014 the Company ~~filed~~entered into a ~~Form~~Limited ~~14-C~~Liability inCompany ~~order~~Membership toInterest ~~effectuate~~Purchase aAgreement ~~1-for-250~~with ~~reverse~~MA ~~stock~~& ~~split~~Associates, ofLLC ("MA") under which the ~~outstanding~~Company ~~common~~agreed ~~stock~~to ~~(the~~acquire ~~"Reverse~~a ~~Stock~~40% ~~Split")~~equity ~~whereby~~interest ~~every~~in MA for two ~~hundred~~testing ~~and~~locations ~~fifty~~in ~~(250~~exchange for a purchase price of $2,000,000 and 150,000 shares of ~~outstanding~~the ~~common~~Company's ~~stock~~Series ~~decreases~~C Preferred Stock. MA was formed to ~~one~~become ~~(1)~~a ~~share~~cannabis oftesting ~~common~~laboratory ~~stock~~within the State of Nevada. ~~The~~In ~~current~~2014 ~~Reverse~~and ~~Stock~~2015, ~~Split~~prior isto ~~still~~the ~~pending~~purchase of the remaining 60% and ~~has~~obtaining ~~not~~control ~~yet~~as ~~gone~~discussed ~~effective~~below, ~~and~~the isCompany ~~pending~~paid ~~FINRA~~an ~~approval. All~~aggregate ~~Preferred~~of ~~shares~~$1,321,419 of ~~stock~~the ~~are~~cash ~~not~~portion ~~effected~~and byissued ~~reverse~~100,000 ~~splits~~shares orof ~~re-capitalizations~~the Series C Preferred Stock.

~~Use~~During 2015, prior to taking control through the acquisition of ~~Estimates~~the remaining 60% interest, the consideration paid was originally recorded as an equity method investment, and was subsequently impaired prior to entering into the second investment agreement noted below.

InOn ~~accordance~~June ~~with~~3, ~~GAAP~~2015, the ~~preparation~~Company ofentered ~~these~~into ~~consolidated~~a ~~financial~~2nd ~~statements~~agreement ~~requires management~~ to ~~make~~acquire ~~estimates~~the ~~and~~remaining ~~assumptions~~60% ~~that~~interest ~~affect~~in ~~the~~MA ~~reported~~for ~~amounts~~1,000,000 shares of ~~assets~~Series ~~and~~C ~~liabilities~~preferred stock, valued at $1,000,000. In accordance with generally accepted accounting principles ("GAAP") in accounting for a step-acquisition, the ~~date~~Company estimated the fair value of the ~~consolidated~~previously ~~financial~~held ~~statements~~equity ~~and~~method ~~the~~investment ~~reported~~at ~~amount~~$667,666, ofresulting ~~revenues~~in ~~and~~a ~~expenses~~total ~~during~~purchase ~~the~~price ~~reporting~~of ~~period~~approximately $1.7 million.

OnAs anof ~~ongoing~~December ~~basis~~31, ~~management~~2015 ~~evaluates~~the ~~its~~Company ~~estimates~~was ~~and~~still ~~judgments,~~obligated ~~including those related~~ to ~~revenue~~pay ~~recognition,~~the ~~accrued~~remaining ~~expenses,~~portion ~~financing~~under ~~operations,~~the ~~and~~original ~~contingencies~~40% ~~and~~investment ~~litigation.~~agreement, ~~Management~~consisting ~~bases~~of ~~its~~$678,000 ~~estimates~~of ~~and~~cash ~~judgments on historical experience~~ and ~~on various other factors that are believed to be reasonable under the circumstances~~50,000 ~~the~~shares ~~results~~ of ~~which~~Series ~~form~~C ~~the~~Preferred ~~basis~~Stock ~~for~~(valued ~~making~~at ~~judgments~~$35,000 ~~about~~as ~~the carrying value~~ of ~~assets~~December ~~and~~31, ~~liabilities~~2016), ~~that~~totaling ~~are~~$713,581 ~~not readily apparent from other sources. Actual results may differ from these estimates under different assumptions~~ and ~~conditions.~~included ~~The most significant accounting estimates inherent~~ in ~~the~~contingent ~~preparation~~consideration ofliability ~~the~~on ~~Company's financial statements include estimates as to~~ the ~~appropriate~~accompanying ~~carrying~~balance ~~value of certain assets and liabilities which are not readily apparent from other sources~~sheet. ~~These accounting policies are described at relevant sections in the notes to the financial statements.~~

22ICPI, who is a related party, was entitled to 500,000 Series C shares as a commission for services related to the MA acquisition, of which 300,000 were issued during the year ended December 31, 2015 valued and expensed at $300,000. The remaining 200,000 shares will be issued upon achieving certain milestones in 2016. As of December 31, 2017, all remaining shares upon achieving certain milestones in 2016 were issued due to settlement to ICPI.

~~Table~~The Company, due to the uncertainties surrounding the license agreement, impaired 100% of ~~Contents~~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. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance.

~~Principles~~F-10 Table of ~~Consolidation~~Contents

~~The~~On ~~consolidated~~November ~~financial~~22, ~~statements~~2017, ~~include~~the Company entered into a Limited Liability Membership Interest Purchase Agreement (the ~~accounts~~“Agreement”) with MA Analytics, LLC (the “Buyer”) to sell a 70% Membership Interest in MA & Associates, LLC for the aggregate sales price of ~~Pazoo~~One Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and ~~its~~no/100 ~~subsidiaries~~United States Dollars ($1,523,767) ~~which~~in ~~are~~the ~~wholly~~following ~~owned.~~manner: ~~All~~(i) ~~significant~~Four ~~intercompany~~Hundred ~~transactions~~Ninety-Two Thousand Two Hundred Twenty-Seven and ~~balances~~30/100 ~~have~~United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months. The option has subsequently been ~~eliminated~~extended to November 22, 2020. Post sale, the Company retained a 30% equity investment in ~~consolidation~~MA & Associates LLC. The Buyer exercised the option to purchase the additional 10% equity interest for an aggregate total of $226,388 on June 30, 2020. The total amount was in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates. The tables below show the assets and liabilities before the 70% equity sale, at the date of the sale, and after the sale.

Fixed Asset

	December 31,			At the		December 31,
	2017			Closing Date		2016
	(unaudited)			(unaudited)		(unaudited)
ASSETS
Current assets:
Cash	$	(264	)	$	17,798	$	2,481
Other current assets		1,470			1,470		1,470

Total current assets		1,206			19,268		3,951

Fixed assets, net		445,805			445,805		611,947
Other assets		1,385			1,385		1,385

Total assets	$	448,396		$	466,458	$	617,283

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	27,865		$	-	$	-
Lines of credit		13,065			13,705		11,141

Total current liabilities		40,930			13,705		11,141

Long-term liabilities:
Capital lease liabilities		407,983			425,067		510,602
Payable to Pazoo		-			382,179		-

Total long-term liabilities		407,983			807,246		510,602

Total liabilities		448,913			820,951		521,743

~~Fixed assets are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight~~F-~~line~~11 ~~method~~Table ~~over the estimated useful lives~~ of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred. Contents

~~Impairment~~As of ~~Long-Lived~~December ~~Assets~~31, 2017, the Company was still owed $52,000 of the cash purchase price, which is reflected on the balance sheet in the other receivable balance. In conjunction with the sale transaction, the Company determined that amounts due from MA totaling $311,060 were uncollectable. The allowance for uncollectible balances from MA is reflected in the gain on sale of interest in MA.

The Company's intangible assets and fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.

	January 1, 2017 - November 22, 2017			Year Ended December 31, 2016
	(unaudited)			(unaudited)
Operating expenses:
Selling, general and administrative expenses		504,577			374,075
Total operating expenses		504,577			374,075

Other income/(expenses):
Loss on impairment		-			1,276,998
Total other income/(expenses)		-			1,276,998

Loss from operations		(504,577	)		1,276,998

Net loss	$	(504,577	)	$	(1,651,073	)

Net loss attributable to common stockholders	$	(504,577	)	$	(1,651,073	)

The Company, due to the uncertainties surrounding the license agreement, 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. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons~~Holdings, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance. On July 6, 2016, the Company contested the improper attempted termination of the licenses which was based on no identifiable contractual justification, and to which Steep Hill has not formally responded. To the contrary, as of the date of this Report, Steep Hill Labs continues to list the Company as one of its "partners" and continues to display the Company's Las Vegas facility as a Steep Hill location. If Steep Hill Labs takes any further action to effectuate the ineffective termination of the licenses, this matter will be litigated under the terms and conditions of the respective license agreements, which management will vigorously defend.LLC

~~Fair~~Harris ~~Value~~Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for a management fee for each test conducted. During 2016, the Colorado MED approved the transfer of ~~Financial~~management ~~Instruments~~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. There are no plans to re-open the facility.

~~The~~F-12 ~~Company's~~Table ~~financial instruments consist principally~~ of cash and cash equivalents 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. 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:Contents

~~Level~~Note 1:4—FIXED ~~Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.~~ASSETS

~~Level~~Fixed ~~2: Inputs include quoted prices for similar~~ assets orconsists ~~liabilities~~of ~~in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near~~ the ~~measurement date.~~following:

Fixed Assets
	Estimated Useful Life (in years)	December 31, 2017			December 31, 2016

Cost:
Equipment	3-5	$	-		$	643,195
Furniture and fixture	7		-			6,687
Leasehold improvements	3-5		-			238,620
Website	3		-			1,385
		$	-		$	889,887

Accumulated depreciation and amortization			(462,574	)		(276,555	)

Fixed Assets, Net		$	(462,574	)	$	613,332

~~The~~Costs ~~following~~of ~~table~~assets ~~sets~~acquired ~~forth~~under bycapital ~~level~~leases ~~within~~were approximately $615,000 for the ~~fair~~year ~~value~~ended ~~hierarchy~~December ~~the~~31, ~~Company's~~2016. ~~financial~~The ~~assets~~capital lease represents a total of three leases for testing equipment. The leases hold an interest rate of 0% and ~~liabilities~~monthly ~~that~~payments ~~were~~are ~~accounted~~approximately $17,000 per month. The depreciation for atthe ~~fair~~years ~~value~~ended asDecember 31, 2017 and December 31, 2016 up to the date of deconsolidation of MA was $136,510 and ~~2015~~$140,046 respectively. All fixed assets were sold as part of the MA sale and deconsolidation.

Recurring Fair Value Measurements	Level 1			Level 2			Level 3			Total
LIABILITIES:
Derivative liability – December 31, 2016		$	-		$	-		$	2,925,627		$	2,925,627
Derivative liability – December 31, 2015		$	-		$	-		$	1,756,435		$	1,756,435

Note 5—INTANGIBLE ASSETS & GOODWILL

~~The~~Intangible ~~Company~~assets ~~has~~as ~~certain~~of ~~convertible notes outstanding at~~ December 31, 2016 ~~and~~consisted ~~2015~~of ~~with~~a ~~variable~~license ~~conversion~~agreement ~~rates~~acquired ~~that~~for ~~qualify~~$307,500 asfrom ~~derivatives~~Steep ~~that~~Hill ~~need~~Labs for the right to betake ~~separately~~the ~~accounted~~Steep ~~for~~Hill insoftware ~~accordance~~and ~~with~~methodology ~~FASB~~to ~~ASC~~states ~~815,~~above ~~"Derivatives~~and beyond Nevada, and ~~Hedging"~~the MA license derived from the acquisition of $1,345,771. InDuring ~~addition~~2016, the Company ~~did~~impaired ~~not~~100% ~~have~~of ~~enough~~the ~~authorized~~Steep ~~shares~~Hill license agreement acquired for $307,500 as well as the ~~full~~MA ~~conversion~~license ofderived ~~all~~from ~~convertible~~acquisition ~~notes~~of $1,345,771. ~~Embedded~~The ~~derivatives~~impairment ~~satisfying~~was ~~certain~~due ~~criteria~~to ~~are~~the ~~recorded~~uncertainties atsurrounding ~~fair~~the ~~value~~license atagreement, ~~issuance~~as ~~and~~well ~~marked-to-market~~as atthe ~~each~~purported ~~balance~~unsubstantiated ~~sheet~~termination ~~date~~of ~~with~~ the ~~change~~license agreements in ~~the~~June ~~fair~~2016 ~~value~~between ~~recorded~~Steep asHill aLabs ~~gain~~and orMA ~~loss~~& ~~(see~~Associates, ~~Note~~LLC ~~10)~~and Harris Lee, LLC respectively.

~~Cash~~Note ~~and~~6—LINES ~~Cash~~OF ~~Equivalents~~CREDIT

WeThe ~~classify~~Company ~~all~~entered ~~highly~~into ~~liquid~~a ~~instruments~~line of credit with Wells Fargo in December 2015 in the amount of $25,000. The credit line bears an ~~original~~interest ~~maturity~~rate of ~~three~~9.75% ~~months~~annually, orcompounded ~~less~~daily, atand there is no term on the ~~time~~account. There are no financial covenants and the guarantor on the account is Steve Basloe, the Company's President. The line of ~~purchase~~credit ashas ~~cash~~been ~~equivalents~~used for general operating expenses and was paid off in July of 2020.

23The 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. The credit has been used for general operating expenses.

~~Table~~Note of7—RELATED ~~Contents~~PARTY TRANSACTIONS

~~Stock~~In ~~Based~~July ~~Compensation~~2013, the Company entered into a consulting agreement with an affiliate of Mr. Basloe, a board member and President of the Company. The agreement provides for consulting on marketing-related services for the Company. The amounts paid under this agreement for the years ended December 31, 2016 and December 31, 2017 were $46,617 and $17,000, respectively.

~~ASC~~In ~~718~~2016, ~~"Compensation~~the -Company ~~Stock~~managed ~~Compensation"~~Harris ~~prescribes~~Lee ~~accounting~~Colorado, ~~and~~LLC, ~~reporting~~an ~~standards~~existing ~~for~~lab ~~all~~in ~~stock-based payments awarded to employees~~Denver, ~~including employee stock options~~Colorado, ~~restricted~~after ~~stock,~~receiving ~~employee~~approval ~~stock~~from ~~purchase~~the ~~plans~~Colorado ~~and~~Marijuana ~~stock~~Enforcement ~~appreciation~~Division ~~rights,~~in ~~which~~February ~~may~~of ~~be classified as either equity or liabilities~~2016. ~~The~~Harris ~~Company~~Lee ~~determines~~Holdings, ifLLC ahas ~~present~~sub-licensed ~~obligation to settle~~ the ~~share-based~~testing ~~payment~~protocols ~~transaction~~to inHarris ~~cash~~Lee orColorado, ~~other~~LLC ~~assets exists. A present obligation to settle~~ in ~~cash~~exchange orfor ~~other assets exists if: (~~a) ~~the~~management ~~option~~fee tofor ~~settle~~each bytest ~~issuing~~conducted. ~~equity~~The ~~instruments~~Colorado ~~lacks~~MED ~~commercial~~has ~~substance~~recently orapproved ~~(b)~~ the ~~present~~transfer ~~obligation~~of ismanagement ~~implied because~~ of an ~~entity's~~existing ~~past~~laboratory, ~~practices~~to orHarris ~~stated~~Lee ~~policies.~~Colorado, IfLLC (a ~~present~~related ~~obligation~~party) ~~exists,~~and ~~the~~Harris ~~transaction~~Lee ~~is recognized as a liability; otherwise~~Holdings, ~~the~~LLC ~~transaction~~has isbegun ~~recognized as equity. The Company accounts for stock-based compensation issued~~ to ~~non-employees~~derive ~~and~~management ~~consultants~~fees infrom ~~accordance~~Harris ~~with~~Lee ~~the~~Colorado, ~~provisions of ASC 505-50 "Equity-Based Payments to Non-Employees~~LLC." ~~Measurement~~The ofrevenue ~~share-based~~derived ~~payment~~from ~~transactions~~these ~~with~~management ~~non-employees~~fees isfor ~~based on~~ the ~~fair~~year ~~value~~ended ofDecember ~~whichever~~31, is2016 ~~more~~was ~~reliably measurable: (a) the goods or services received; or (b) the equity instruments issued~~$30,515. The ~~fair~~laboratory ~~value of the share-based payment transaction~~ is ~~determined~~currently atclosed and the ~~earlier~~Company ofdoes ~~performance~~not ~~commitment~~have ~~date,~~plans ~~the~~to ~~performance~~re-open ~~completion~~in ~~date, or~~ the ~~contract~~near ~~date~~future.

~~Revenue~~F-13 ~~Recognition~~Table of Contents

~~Revenues~~In ~~are~~August ~~recognized~~2016, ~~when~~Pazoo, ~~evidence~~Inc. ofentered aninto ~~agreement~~a ~~exists,~~loan ~~the~~agreement ~~price~~with isDavid ~~fixed~~Cunic, orFormer ~~determinable~~CEO, ~~collectability is reasonably assured~~ and ~~goods~~totaling ~~have been delivered or services performed~~$5,000. The ~~Company~~note ishas ~~paid~~an ~~revenue~~interest ~~from~~rate ~~various~~of ~~advertising,~~0.70% ~~cannabis testing, management fees,~~ and ~~sales~~the ~~and~~maturity ~~distribution~~date ofis ~~non-controlled~~August ~~hemp products~~2018. ~~During~~As ~~the~~of ~~year~~December ~~ended 2016~~2017, ~~the~~$0 ~~Company's~~remains ~~only recognized revenues were derived from management fees~~outstanding.

~~Income~~In ~~Taxes~~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 December 2017, $2,500 remains outstanding.

~~Deferred~~On ~~tax~~November ~~assets~~22, ~~and~~2017, ~~liabilities~~the ~~are~~Company ~~recognized~~entered into a Limited Liability Membership Interest Purchase Agreement (the “Agreement”) to sell a 70% Membership Interest for the ~~estimated~~aggregate ~~future~~sales ~~tax~~price ~~consequences~~of ~~attributable~~One toMillion ~~temporary~~Five ~~differences~~Hundred ~~between~~Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($1,523,767) in the ~~financial~~following ~~statement~~manner: ~~carrying~~(i) ~~amounts~~Four ofHundred ~~existing~~Ninety-Two ~~assets~~Thousand Two Hundred Twenty-Seven and ~~liabilities~~30/100 United States Dollars ($492,227); and ~~their~~(ii) ~~respective~~One ~~tax~~Million ~~bases.~~Thirty-One ~~These~~Thousand ~~assets~~Five Hundred Thirty-Nine and ~~liabilities~~70/100 ~~are~~United ~~measured~~States ~~using~~Dollars ~~enacted~~($1,031,539), ~~tax~~in ~~rates~~the ~~expected~~form toof ~~apply~~retirement toof ~~taxable~~the ~~income~~loans inextended by the ~~years~~Buyer as designated by Buyer in ~~which~~Buyer’s ~~the~~sole ~~temporary~~and ~~differences~~absolute ~~are~~discretion, ~~expected~~including toapplicable ~~reverse~~interest, default interest, late charges, and other obligations accrued in respect thereof.

WeThe ~~have~~buyer ~~net~~of ~~operating~~the ~~loss~~70% ~~carryforwards~~interest ~~available~~is tonow ~~reduce~~considered ~~future~~a ~~taxable~~related ~~income~~party. ~~Future~~All ~~tax~~loans, ~~benefits~~convertible ~~for~~notes ~~these~~and ~~net~~accrued ~~operating~~interest ~~loss~~owed ~~carryforwards are recognized~~ to the ~~extent~~buyer, ~~that~~are ~~realization~~disclosed ofon ~~these~~the ~~benefits~~face isof ~~considered more likely than not. To~~ the ~~extent~~accompanying ~~that~~balance wesheet, ~~will not realize a future tax benefit~~parenthetically, aas ~~valuation~~related ~~allowance~~party ~~is established~~liabilities.

~~Basic~~Note ~~and~~8—CONVERTIBLE ~~Diluted Net Loss Per Common Share~~DEBT

~~Basic~~The ~~net~~following ~~loss~~table ~~per~~summarizes ~~common share is computed by dividing net loss applicable to common stockholders by~~ the ~~weighted~~changes ~~average number of common shares outstanding during the period. Diluted net loss per common share reflects,~~ in ~~addition to~~ the ~~weighted average number of common shares, the potential dilution if shares of~~ convertible ~~preferred~~notes ~~stock~~during ~~and~~2016 ~~debt were converted into shares of common stock~~ and ~~a corresponding accrued 5% dividend, unless the effects of such exercises and conversions would have been anti-dilutive.~~2017:

Potentially Dilutive Securities
	Short Term			Long Term			Total
	December 31, 2016			December 31, 2015
Balance as of January 1, 2016 - Gross	$	1,343,035		$	992,500		$	2,335,535
Common stock warrants		-			3,355
Cash additions		373,460			300,000			673,460
Convertible notes		32,355,840,300			92,239,381
Interest added to notes payable		111,778			116,600			228,378
Preferred series A shares & warrants		23,040,100			86,066,900
Cash payments		(118,223	)		-			(118,223	)
Preferred series B		352,000,000			352,000,000
Conversions		(474,777	)		-			(474,777	)
Preferred series C		262,137,500			205,100,000
Reassignments		(103,400	)		103,400			-
		32,993,017,900			735,409,636
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		527,605			-			527,605
Interest added to notes payable		63,281			-			63,281
Cash payments		(305,757	)		-			(305,757	)
Conversions		(219,500	)		-			(219,500	)
Reclassification to short-term		220,000			(220,000	)		-
Original issue discount		76,348			-			76,348
Total	$	1,541,425		$	1,292,500		$	2,833,925
Less: unamortized discount		(161,648	)		-			(161,648	)
Balance as of December 31, 2017 - Net	$	1,379,778		$	1,292,500		$	2,672,278

~~Advertising~~The ~~Expenses~~Company received $673,460 of new cash additions in the year ended December 31, 2016 In addition to the funds received, noteholders converted $474,777 during the year ended December 31, 2016 into common stock exclusive of accrued interest. Cash payments consisted of $118,223. Non-cash additions, which are due to the increase in principle for compounding interest, including accrued interest totaled $103,400 in 2016. As of December 31, 2016, the unamortized debt discounts totaled $306,499. The interest rates on the notes ranged from 8% to 12%.

~~Costs~~The ~~associated~~Company ~~with~~received ~~advertising~~$527,605 of new cash additions in the year ended December 31, 2017. In addition to the funds received, noteholders converted $221,643 during the year ended December 31, 2017 into common stock exclusive of accrued interest. Non-cash additions, which are ~~charged~~due to ~~expense~~the asincrease ~~incurred~~in principle for compounding interest, including accrued interest, totaled $76,347 in 2016. As of December 31, 2017, the unamortized debt discounts totaled $184,415. The interest rates ranged between 8%-12%.

24The Company evaluated all convertible notes describe above under ASC 815 and determined that certain conversion features qualify as derivative liabilities (see Note 10).

F-14 Table of Contents

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~year ended December 31, 2016, the Company incurred approximately $2.4 million 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.

~~February~~During ~~2016,~~ the ~~Financial~~year ~~Accounting~~ended ~~Standards~~December ~~Board~~31, ~~("FASB")~~2017, ~~issued~~the ~~new~~Company ~~guidance~~incurred ~~related~~approximately to600 ~~how~~thousand anof ~~entity should recognize lease assets and lease liabilities. The guidance specifies that an entity who is~~ a ~~lessee~~loss ~~under~~in ~~lease~~debt ~~agreements~~extinguishment ~~should~~primarily ~~recognize lease assets and lease liabilities for those leases classified~~ as ~~operating~~a ~~leases~~result ~~under~~of ~~previous~~various ~~FASB~~notes ~~guidance.~~converting ~~Accounting~~to ~~for~~equity, ~~leases~~with ~~by lessors is largely unchanged under~~ the ~~new~~corresponding ~~guidance.~~derivative ~~The~~liability ~~guidance~~value isat ~~effective for us beginning in~~ the ~~first~~date ~~quarter~~ of ~~2019.~~conversion ~~Early~~being ~~adoption~~written isoff ~~permitted. In transition, lessees and lessors are required~~ to ~~recognize~~debt ~~and~~extinguishment ~~measure~~as ~~leases~~a atgain, ~~the~~offset ~~beginning~~by of the ~~earliest~~unamortized ~~period~~discount ~~presented~~on ~~using~~the aconvertible ~~modified~~debt ~~retrospective~~at ~~approach. The Company is evaluating~~ the ~~impact~~time of ~~adopting this guidance on our consolidated financial condition, results of operations and cash flows~~conversion.

In ~~March~~ 2016, the ~~FASB~~Company ~~issued~~modified ~~new~~certain ~~guidance~~convertible ~~which~~notes ~~involves~~aggregating ~~several~~a ~~aspects~~total of ~~the accounting for share-based payment transactions including the income tax consequences~~$992,500 ~~classification~~to ofincrease ~~awards as either equity or liabilities, and classification on~~ the ~~statement~~interest ofrate ~~cash~~from ~~flows.~~10% ~~Under the new standard, income tax benefits and deficiencies are~~ to be12% ~~recognized~~retroactively. asThe ~~income~~maturity ~~tax~~dates ~~expense or benefit in the income statement and the tax effects~~ of ~~exercised~~these ornotes ~~vested~~were ~~awards should be treated as discrete items in the reporting period in which they occur. An entity should~~ also ~~recognize~~extended ~~excess~~by ~~tax~~2 ~~benefits regardless of whether the benefit reduces taxes payable in the current period~~years. ~~Excess~~The ~~tax~~modification benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of ~~awards~~notes ~~that~~was ~~are~~accounted ~~expected to vest or account~~ for ~~forfeitures~~as ~~when~~a ~~they~~gain ~~occur.~~on ~~This~~debt ~~ASU is effective for fiscal years beginning after December 15~~extinguishment, ~~2016~~?included ~~including~~in ~~interim periods within that reporting period, however early adoption is permitted. The Company is currently evaluating~~ the ~~guidance~~note ~~to determine the Company's adoption method and the effect it will have on the Company's Consolidated Financial Statements~~above.

~~In January 2016~~Additionally, ~~the~~at ~~FASB~~December ~~issued~~31, ~~ASU 2016-01~~2017, ~~Financial~~all ~~Instruments-Overall~~debt ~~(Subtopic~~is ~~825-10):~~past ~~Recognition~~due and ~~Measurement~~in ~~of Financial Assets and Financial Liabilities~~default. The ~~amendments~~Company inhas ~~ASU~~adequately ~~2016-01,~~accrued ~~among~~all ~~other~~default ~~things,~~interest 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~~associated ~~liabilities~~penalties byrelated ~~measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminate the requirement~~ to ~~disclose~~these ~~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~~Additionally, ~~2018,~~cross ~~and~~default ~~interim~~clauses ~~periods~~exist within ~~fiscal~~certain ~~years~~other ~~beginning~~instruments ~~December~~containing ~~15,~~terms ~~2019. Early~~which ~~adoption~~would ofmake the ~~amendments~~notes inimmediately ~~the~~due ~~ASU~~and ~~is permitted as early as the fiscal years beginning after December 15~~payable, ~~2017,~~however ~~including~~no ~~interim~~cross ~~periods~~default ~~within~~clauses ~~those fiscal years. The adoption of this standard is not expected to~~ have abeen ~~material~~triggered ~~effect~~as ~~on the consolidated financial position and results~~ of ~~operations and statements of cash flows~~yet.

InFuture ~~August~~minimum ~~2014,~~payments ~~the~~owed ~~FASB~~on ~~issued~~the ~~ASU~~outstanding ~~No.~~debt ~~2014-15 —Presentation~~ of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU requires management to evaluate whether there are conditions and events that raise substantial doubt about the ~~entity's~~Company ~~ability to continue~~ as aof going concern within one year after the financial statements are issued and if management's plans will alleviate that doubt. Management will be required to make this evaluation for both annual and interim reporting periods. The Company adopted this guidance for the fiscal year ended December 31, ~~2016.~~2017 ~~This~~are ~~adoption~~as ~~did not have a material impact on the Company's consolidated financial statements.~~follows:

In September 2015, the FASB issued Accounting Standards Update (ASU) 2015-16—Business Combinations, as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The amendment eliminates the requirement to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance for the year ended December 31, 2016. The Company does not expect this guidance to have a material effect on its consolidated financial statements.

	Year Ended December 31,
	2018		2019		2020		2021		2022		Thereafter		Total
Convertible notes	$	1,541,424	$	-	$	-	$	350,000	$	942,500	$	-	$	2,833,924
Short-term non-convertible notes		436,958		-		-		-		-		-		436,958
	$	1,978,382	$	-	$	-	$	350,000	$	942,500	$	-	$	3,270,882

OnNote ~~May~~9—LOANS 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 has not yet selected a transition method nor have they determined the effect of the standard on our ongoing financial reporting.PAYABLE

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.

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		828,828			-		828,828
Interest added to notes payable		34,734			-		34,734
Cash payments		(65,308	)		-		(65,308	)
Reassigned/retired notes (see note 3)		(977,097	)		-		(977,097	)
Balance as of December 31, 2017	$	436,958		$	-	$	436,958

25F-15 Table of Contents

~~Table~~In September 2015, Pazoo, Inc. entered into a loan note totaling $200,000 with Mark Sarna and Sarna Family Limited Partnership. The note has an interest rate of ~~Contents~~15.0% and matured September 22, 2016. As of December 31, 2016, $222,217 still remains outstanding due to accrued interest and an increase in interest to 22.5% payable in monthly payments from the revenue from the Las Vegas laboratory and has not yet commenced.

~~Note~~In ~~2—GOING~~January ~~CONCERN~~2016, Pazoo, Inc. entered into a note totaling $5,000 with RBF Unlimited, LLC. The note has an interest rate of 0.70% and matures January 27, 2017. As of December 31, 2016, loan was paid back in full.

~~During~~In ~~2016~~January ~~and 2015~~2016, ~~the Company incurred net losses of $8~~Pazoo,~~795,474~~ ~~and~~Inc. ~~$4,478,725,~~entered ~~respectively~~into ~~and~~a ~~had~~loan ~~negative~~agreement ~~cash~~with ~~flows~~Kabbage ~~from~~Loans ~~operations~~totaling of $~~928~~9,~~085 and $1,928,310, respectively~~100. InThe ~~addition,~~loan ashas ~~of December 31, 2016, the Company had~~ a ~~working~~monthly ~~capital~~payment ~~deficit~~consisting of $~~7,599,588.~~500 ~~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~~principal and ~~classification~~$210 ofto ~~assets~~fees, ortotaling ~~the~~a ~~amounts~~monthly ~~and~~cost ~~classification~~ of ~~liabilities that might be necessary should the Company be unable to continue as a going concern~~$710. The ~~Company's~~loan ~~continuation~~will asbe apaid ~~going~~off ~~concern~~in ~~is dependent upon our ability to generate sufficient cash flow and raise additional capital to meet our obligations on~~ a ~~timely~~maximum ~~basis~~of ~~and~~12 ~~ultimately attain profitability~~months. If ~~the~~As ~~Company~~of isDecember ~~unable~~31, ~~to generate sufficient cash flow or raise additional capital in the new term~~2016, itthis ~~could~~loan bewas ~~forced~~paid ~~to cease operations~~off. ~~The Company does not have sufficient capital for the next 12 months from the issuance of these financial statements.~~

~~The~~In ~~Company's~~February ~~liquidity~~2016, isPazoo, ~~highly dependent on its ability to obtain additional capital in the near future~~Inc. ~~The~~entered ~~Company's~~into ~~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~~loan ~~concern.~~totaling ~~Substantial~~$25,000 ~~doubt~~with ~~about~~LG ~~its ability to continue as a going concern may also create negative reactions to the price of the Company's common stock~~Capital, ~~and the Company may not be able to obtain additional financing in the future~~LLC. The ~~Company~~note ishas ~~currently~~an ~~exploring~~interest ~~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~~8.0% Ifand ~~the~~it ~~Company~~matures ~~is unable to raise additional capital~~ on ~~terms~~October ~~acceptable to the Company and on a timely basis~~4, ~~the~~2017. ~~Company~~As ~~will be required to downsize or wind down its operations through liquidation, bankruptcy, or a sale~~ of ~~its~~December ~~assets. In addition~~31, ~~to the extent additional capital is raised through the sale of equity or convertible debt securities~~2017, 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$25,000 ~~depending~~still onremains ~~the terms of the transaction~~outstanding.

~~Note~~In June 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $35,000. The loan will be paid off in a maximum of 12 months and has a monthly payment consisting of $3~~—ACQUISITIONS~~,792 to the principal and $875 to fees, totaling a monthly cost of $4,667. As of December 31, 2017, $0 remains outstanding.

MAIn &July ~~Associates~~2016, ~~LLC~~Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $7,500. The loan will be paid off in a maximum of 6 months and has a monthly payment consisting of $1,250 to the principal and $188 to fees, totaling a monthly cost of $1,438. As of December 31, 2017, $0 remains outstanding.

OnIn ~~April~~August 82016, ~~2014~~Pazoo, ~~the~~Inc, ~~Company~~ entered into aloan ~~Limited~~agreements ~~Liability~~totaling ~~Company~~an ~~Membership~~aggregate ~~Interest Purchase Agreement with MA & Associates, LLC ("MA") under which the Company agreed to acquire a 40% equity interest in MA for two testing locations in exchange for a purchase price~~ of $296,000~~,000~~ ~~and~~with ~~150,000~~a ~~shares~~private ~~of the Company's Series C Preferred Stock~~investor. MAThe ~~was~~notes ~~formed~~have toan ~~become~~interest arate ~~cannabis testing laboratory within the State~~ of ~~Nevada~~8.0% ~~In 2014~~ and ~~2015,~~maturity ~~prior~~dates torange ~~the~~from ~~purchase~~October of2016 ~~the~~to ~~remaining~~August ~~60%~~2017. ~~and~~As ~~obtaining~~of ~~control~~December as31, ~~discussed below~~2017, ~~the Company paid an aggregate of~~ $184,~~321,419 of the cash portion and issued 100,~~000 ~~shares~~still ofremains ~~the Series C Preferred Stock~~outstanding.

~~During~~In ~~2015~~August 2016, ~~prior~~Pazoo, toInc. ~~taking~~entered ~~control~~into ~~through~~a ~~the~~loan ~~acquisition~~agreement ofwith ~~the~~David ~~remaining~~Cunic, ~~60%~~Company ~~interest~~CEO, ~~the~~and ~~consideration~~totaling ~~paid~~$5,000. ~~was~~The ~~originally~~note ~~recorded~~has as an ~~equity~~interest ~~method~~rate ~~investment,~~of 0.70% and ~~was~~the ~~subsequently~~maturity ~~impaired~~date ~~prior~~is toAugust ~~entering~~2018. ~~into~~As ~~the~~of ~~second~~December ~~investment~~2017, ~~agreement~~$0 ~~noted~~remains ~~below~~outstanding.

OnIn ~~June~~September 32016, ~~2015~~Pazoo, ~~the~~Inc. ~~Company~~ entered into a ~~2nd~~loan agreement towith ~~acquire~~Kabbage ~~the~~Loans ~~remaining~~totaling ~~60% interest in MA for 1~~$7,~~000,000~~700. ~~shares~~The ofloan ~~Series~~will Cbe ~~preferred~~paid ~~stock,~~off ~~valued~~in ata ~~$1,000,000. In~~maximum ~~accordance~~of ~~with~~6 ~~generally~~months ~~accepted~~and ~~accounting~~has ~~principles~~a ~~("GAAP")~~monthly inpayment ~~accounting~~consisting ~~for~~of ~~a step-acquisition~~$1,284 ~~the~~to ~~Company estimated~~ the ~~fair~~principal ~~value~~and of$193 ~~the~~to ~~previously~~fees, ~~held~~totaling ~~equity~~a ~~method~~monthly ~~investment~~cost atof $~~667~~1,~~666,~~477. ~~resulting~~As inof aDecember ~~total~~31, ~~purchase~~2017, ~~price~~$0 ofremains ~~approximately $1~~outstanding.~~7 million.~~

AsIn ofSeptember ~~December~~2016, 31Pazoo, ~~2015~~Inc. ~~the~~entered ~~Company~~into ~~was~~a ~~still~~loan ~~obligated~~agreement towith ~~pay~~Steve ~~the~~Basloe, ~~remaining~~Company ~~portion under the original 40% investment agreement~~President, ~~consisting~~and oftotaling $~~678~~2,~~000~~500. ofThe ~~cash~~note ~~and~~has ~~50,000~~an ~~shares~~interest rate of ~~Series~~0.70% Cand ~~Preferred~~the ~~Stock~~maturity ~~(valued~~date atis ~~$35,000~~September as2018. As of December 312017, ~~2016), totaling~~ $~~713~~2,~~581~~500 ~~and~~remains ~~included in contingent consideration liability on the accompanying consolidated balance sheet~~outstanding.

In October 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $112,000 with a private investor. The ~~remaining~~notes ~~contingent~~have ~~consideration~~an ~~will~~interest berate ~~issued~~of in8.0% ~~the~~and ~~future~~maturity ~~after~~dates ~~the~~of ~~testing~~October ~~laboratory~~2017. isAs ~~operational~~of December 31, 2017, $0 still remains outstanding.

~~ICPI,~~In ~~who~~November is2016, ~~a related party~~Pazoo, ~~was entitled to 500~~Inc,~~000~~ ~~Series~~entered Cinto ~~shares~~loan asagreements atotaling ~~commission~~an ~~for~~aggregate ~~services related to the MA & Associates LLC., acquisition,~~ of ~~which 300~~$33,000 ~~were~~with ~~issued~~a ~~during~~private ~~the year ended December 31, 2015 valued and expensed at $300,000~~investor. The ~~remaining~~notes ~~200,000~~have ~~shares~~an ~~will~~interest berate ~~issued~~of ~~upon~~8.0% ~~achieving certain milestones in 2016~~ and ~~this~~maturity ~~amount~~dates ~~has been properly accrued for as~~ of ~~December~~November ~~31, 2015~~2017. As of December 31, ~~2016~~2017, ~~all~~$0 ~~remaining~~still ~~shares~~remains ~~upon achieving certain milestones in 2016 were issued due to settlement to ICPI~~outstanding.

~~The~~F-16 ~~acquisition~~Table ~~was accounted for using the purchase method and accordingly, the purchase price was allocated based on the estimated fair market values~~ of ~~the assets acquired and liabilities assumed on the date of each acquisition.~~Contents

ACQUIRED ASSETS:
Current assets	$	4,866
Fixed assets		270,811
Other assets		56,985
Total assets acquired	$	332,662
LIABILITIES ASSUMED:
Current liabilities	$	(11,756	)
Other liabilities		(9	)
Total liabilities assumed	$	(11,766	)
Net assets acquired	$	320,896
Acquisition Price	$	1,666,667
Intangible Assets from Acquisition	$	1,345,771

In December 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $95,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates of December 2017. As of December 31, 2017, $0 still remains outstanding.

26In December 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $16,000. The loan will be paid off in a maximum of 12 months and has a monthly payment consisting of $1,334 to the principal and $400 to fees, totaling a monthly cost of $1,734. As of December 31, 2017, $0 remains outstanding.

~~Table~~In February 2017, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $10,500. The loan will be paid off in a maximum of ~~Contents~~6 months and has a monthly payment consisting of $1,575 to the principal and $437 to fees, totaling a monthly cost of $2,012. As of December 31, 2017, $0 remains outstanding.

~~The~~During 2017 the Company ~~obtained~~entered ainto ~~3rd~~16 ~~party~~loan ~~valuation~~agreements ~~for~~totaling ~~the~~an ~~value~~aggregate of ~~the~~$818,328 ~~intangible~~with, ~~assets~~a ~~with~~related party. The notes have an ~~estimated~~interest ~~life~~rate of ~~twenty years~~8.0% ~~Intangibles~~and ~~related~~initial maturity dates from March 2018 to ~~the~~July ~~acquisition~~2018. ofA MAportion ~~will~~of ~~not~~these beloans ~~deductible~~were ~~for~~retired ~~tax~~in ~~purposes. Management~~accordance ~~deemed~~with the ~~unaudited~~MA ~~pro~~equity ~~forma~~interest ~~results~~sale ofagreement ~~operations~~(see ~~data~~note ~~for~~3). ~~the~~As ~~year~~of ~~ended~~ December 31, ~~2016~~2017, ~~and~~$81,231 ~~2015~~still ~~immaterial~~remains ~~and are thus not shown~~outstanding.

~~The~~Note ~~Company,~~10—DERIVATIVE due to the uncertainties surrounding the license agreement, 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. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance.LIABILITIES

~~Harris~~Under ~~Lee~~ASC-815 ~~Holdings~~the conversion options embedded in the notes payable described in Note 9 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement. In addition, ~~LLC~~all of the Company's outstanding common stock warrants include price protection clauses and are accounted for as derivative liabilities.

OnThe ~~July~~following ~~23,~~table ~~2014,~~summarizes the ~~Company~~changes and the MA founders formed Harris Lee Holdings, LLC ("Harris Lee") of which the Company obtained a 45% equity interest for an initial cash contribution of $45. On October 24, 2014, the Company agreed to acquire an additional 10% interest in ~~Harris Lee in exchange for 300,000 shares of~~ the ~~Company's~~derivative ~~Series~~liabilities Cduring ~~Preferred~~2016 stock based on a series of milestone events. As of December 31, 2014, the acquisition of this additional 10% interest had not closed. Then on January 13, 2015, the Company agreed to acquire the remaining 45% of Harris Lee in exchange for 450,000 shares of the Company's Series B Preferred Stock, again issued upon completion of certain milestones. No construction has commenced on any Harris Lee facility and accordingly no cash has been paid to date. No shares were issued in 2014. In 2015, based on the milestones, 150,000 shares of Series C Preferred Stock were issued, and all of the 450,000 shares of Series B Preferred Stock were issued. At December 31, 2014, the Company owned 45% of Harris Lee Holdings, LLC ("Harris Lee").2017:

During 2015, the company acquired the remaining 55% interest in Harris Lee in exchange for 150,000 shares of the Company's Series C Preferred stock to be issued based on a series of milestone events and 450,000 shares of the Company's Series B Preferred Stock. Management deemed it had control of Harris Lee prior to the 2015 preferred issuance. As such, value was considered compensation and not a business combination.

Derivative Liability Table

Balance as of December 31, 2016	$	2,925,627

Grant date fair value		2,068,299
Extinguished		(1,244,186	)
Change in fair value		812,892

Balance as of December 31, 2017	$	4,562,632

~~The~~During ~~aggregate~~2017 ~~fair~~and ~~value~~2016, of the ~~450,000~~aggregate ~~Series~~loss Bon ~~and~~derivative ~~the~~liabilities ~~150~~was $2,~~000~~371,599 ~~Series~~and C$3,827,703, ~~shares~~respectively, ~~was~~consisting ~~determined~~of toinitial bederivative expense of $~~219~~1,~~450~~558,707 and it$2,837,538 ~~was~~respectively, ~~recognized~~which aswas ~~compensation~~in ~~expense~~excess toof ~~the~~debt ~~sellers~~at ofinception, ~~Harris~~and ~~Lee.~~the ~~Harris~~change ~~Lee~~in isthe ~~now~~fair ~~consolidated~~value inof the ~~Company's~~derivative ~~financial results~~liabilities.

~~During~~The ~~the~~Company ~~year~~uses ~~ended~~the ~~December~~Black ~~31,~~Scholes ~~2015,~~Option ~~Harris~~Pricing ~~Lee~~Model ~~was~~to ~~not~~value ~~operating and~~ its ~~impact~~convertible ondebt ~~the~~and ~~Company's~~warrant ~~Statement~~derivative ofliabilities ~~Operations~~based ~~was~~upon ~~zero~~the asfollowing ~~it was determined to be nominal.~~assumptions:

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. During 2016, 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. There are currently no plans to re-open the facility in the near future.

	December 31, 2017			December 31, 2016

Dividend yield		0	%		0	%
Expected volatility		80	%		80	%
Risk-free interest rate	0.20% to 1.06		%	0.29% to 0.35		%
Expected life (years)	0.00 to 0.39			0.01 to 1.38

~~Note~~F-17 ~~4—FIXED~~Table ~~ASSETS~~of Contents

~~Fixed~~Note ~~assets~~11—STOCKHOLDERS' ~~consists of the following:~~EQUITY

Fixed Assets
	Estimated Useful Life (in years)		December 31, 2016			December 31, 2015
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				(276,555	)		(140,046	)
Fixed Assets, Net			$	613,332		$	749,841

Preferred Stock

~~Costs~~On ofAugust ~~assets acquired under capital leases were approximately $615~~14,~~000~~ ~~for~~2015 the ~~year~~Company ~~ended~~filed ~~December 31, 2015 and 2016. The capital lease represents~~ a ~~total~~Definitive ofInformation ~~three~~Statement ~~leases~~with ~~for~~the ~~testing~~SEC ~~equipment.~~on ~~The~~Form ~~leases~~14C ~~hold~~with anregard ~~interest~~to ~~rate~~changes ofin 0%its ~~and~~capital ~~monthly~~structure. ~~payments~~On ~~are~~October ~~approximately $17~~1,~~000~~ ~~per~~2015 ~~month.~~the ~~The~~Company ~~depreciation~~filed ~~for~~an ~~the~~Amendment ~~years~~to ~~ended~~its ~~December~~Articles ~~31,~~of ~~2016~~Incorporation ~~and~~authorizing ~~December~~50 ~~31,~~million ~~2015~~shares ~~was~~of $~~136,510 and $140,046, respectively~~0. ~~The~~001 ~~accumulated~~par ~~depreciation~~value ofPreferred ~~the~~Stock. ~~assets~~The ~~under~~preferred ~~the~~shares ~~capital~~available ~~lease~~ for ~~the~~issuance ~~years~~are ~~ended December 31~~10,000,000 ~~2016~~Series ~~and~~A ~~December~~Convertible ~~31,~~Preferred ~~2015 was $159~~Stock,~~401~~ ~~and $36~~5,~~059~~000,000 ~~respectively. All~~Series ~~leased~~B ~~equipment~~Convertible isPreferred ~~collateral~~Stock, ~~under~~10,000,000 ~~the~~Series ~~respective~~C ~~lease~~Convertible ~~agreements. As~~Preferred ofStock, ~~December 31~~12,500,000 ~~2016~~Series ~~the~~D ~~Company~~Preferred ~~was~~Stock, ~~currently~~and ~~in default of these lease agreements~~12,500,000 asSeries ~~scheduled~~E ~~payments~~Preferred ~~were not made~~Stock. ~~Commencing in 2017 the Company began making payments toward the capital leases again.~~

27The Series A Preferred Stock does not have voting rights and earns a Series A Preferred Stock dividend of 5% annually and has an expiration date of February 1, 2022. The Company shall pay the amount due on the Maturity Date in kind with shares of Common Stock. The number of shares of Common Stock to be issuable to a Holder on the Maturity Date (the "Maturity Shares") shall be equal to the quotient of (x) the aggregate Liquidation Preference for such Holder's Shares on the Maturity Date divided by (y) the Conversion Price in effect as of the Maturity Date. On or before the third (3rd) Business Day following the Maturity Date (the "Maturity Share Delivery Date"), the Company must deliver to each Holder the Maturity Shares issuable to such Holder. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to (A) $1,000 per Share held by such Holder, plus (B) a further amount equal to any Dividends accrued but unpaid on such Shares. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations.

~~Table~~The Series B Preferred Stock is convertible in accordance with the terms of ~~Contents~~the Certificate of Designations, does not pay a dividend, and contains preferential voting rights. On August 14, 2015 the Company filed a Definitive Information Statement with the SEC on Form 14C increased the voting rights from a ratio of 200 votes for each share of Series B Preferred Stock to 1,000 votes for each share of Series B Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to $0.001 per Share held by such Holder, or such other amount as any Securities Purchase Agreement under which the Shares are issued may provide. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be unaffected for any stock splits, stock combinations, stock dividends or similar recapitalizations.

~~Note~~The ~~5—INTANGIBLE~~Series ~~ASSETS~~C &Preferred ~~GOODWILL~~Stock is convertible and has no voting rights and has an expiration date for redemption to February 1, 2022. The Company shall pay the amount due on the Maturity Date in kind with shares of Common Stock. The number of shares of Common Stock to be issuable to a Holder on the Maturity Date (the "Maturity Shares") shall be equal to the quotient of (x) the aggregate Liquidation Preference for such Holder's Shares on the Maturity Date divided by (y) the Conversion Price in effect as of the Maturity Date. On or before the third (3rd) Business Day following the Maturity Date (the "Maturity Share Delivery Date"), the Company must deliver to each Holder the Maturity Shares issuable to such Holder. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to (A) $0.001 per Share held by such Holder. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations.

~~Intangible~~The ~~assets~~conversion asrates ~~of December 31, 2015 consisted of a license agreement acquired~~ for ~~$307,500~~Series ~~from~~A ~~Steep Hill Labs for the right to take the Steep Hill software~~ and ~~methodology~~C toPreferred ~~states~~Stock ~~above~~are ~~and beyond Nevada, and the MA license derived from the acquisition of $~~1~~,345,771. During 2016, the Company impaired~~ :100% ofto ~~the~~common ~~Steep~~stock. ~~Hill~~The ~~license~~conversion ~~agreement~~rate ~~acquired~~ for ~~$307,500~~Series asB ~~well~~convertible asstock ~~the~~is ~~MA license derived from acquisition of $~~1~~,345,771~~:200. ~~The~~. ~~impairment~~Series B was ~~due~~convertible tocontingent ~~the~~on ~~uncertainties~~certain ~~surrounding~~liquidation ~~the~~events ~~license~~such ~~agreement,~~ as ~~well~~mergers asand ~~the~~sales, ~~purported~~which ~~unsubstantiated~~occurred. ~~termination~~No Series of ~~the~~Preferred ~~license~~Stock ~~agreements~~is inaffected ~~June~~by ~~2016~~reverse ~~between~~splits ~~Steep~~or ~~Hill Labs and MA & Associates, LLC and Harris Lee, LLC respectively~~recapitalizations.

~~Note~~F-18 ~~6—LINES~~Table OFof ~~CREDIT~~Contents

The Company's ~~entered~~Series ~~into~~D aand ~~line~~Series ofE ~~credit~~Preferred ~~with~~shares ~~Wells~~terms ~~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~~conditions ~~is no term on the account. There~~ are nonot ~~financial~~yet ~~covenants~~determined and ~~the~~neither ~~guarantor~~certificates onof ~~the~~designation ~~account~~have isbeen ~~Steve~~filed ~~Basloe,~~with the ~~Company's~~State ~~President. The line~~ of ~~credit has been used for general operating expenses~~Nevada.

The Company ~~entered~~and ~~into~~ICPI have engaged in a ~~line~~total of ~~credit~~six investment agreements between the time of January 2011 and April 2016, with ~~Wells~~the ~~Fargo~~last amendment to Investment Agreement No. 6 in ~~May~~November 2016. inAll of the ~~amount~~investment ofagreements ~~$5,000.~~between ~~The~~ICPI ~~credit~~and ~~line~~the ~~bears~~Company anprovide ~~interest~~for ~~rate~~Series ofA 24Preferred Stock to be issued by the Company upon a cash investment provided to the Company by ICPI.~~24%~~ ~~for~~ICPI makes up the ~~first~~majority ~~year~~of ~~and~~the ~~then~~Series 9A Preferred Stock outstanding at December 31, 2015 and 2016.~~75%~~ ~~annually~~In April 2016, ~~compounded~~pursuant ~~daily~~to a Settlement Agreement with ICPI, ~~and~~all ~~there~~remaining isSeries noA ~~term~~Warrants onhave been retired in exchange for the ~~account~~issuance of Series C Preferred Stock. ~~There~~A ~~are~~total noof ~~financial~~2,200,000 ~~covenants~~Series ~~and~~C ~~the~~Preferred ~~guarantor~~Shares onwere issued to ICPI in exchange for the ~~account~~retirement isof ~~David~~all ~~Cunic,~~remaining Series A Warrants and the ~~Company's~~waiver ~~CEO.~~of ~~The~~unpaid ~~credit~~dividends ~~has~~on ~~been~~Series ~~used~~A Preferred stock held by ICPI for ~~general~~the ~~operating~~years ~~expenses~~2014, 2015 and 2016.

~~The~~Total ~~combined~~stock-based ~~lines~~compensation recognized during 2017 totaled $67,310, consisting of ~~credit~~387,500 atSeries ~~December~~B 31Preferred stock and 37,334 ~~2015~~Series C Preferred stock issued for services. Total stock-based compensation recognized during 2016 totaled $1979,900 consisting of 60,000 common stock and 77,500 ~~compared~~Series toC Preferred stock issued for services. Total stock-based compensation recognized during 2015 totaled $211,~~039~~221,981, atconsisting ~~December~~of 31522,208 ~~2016~~common shares and 50,000 Series A preferred shares, 575,000 Series B preferred shares and 803,000 Series C preferred shares, issued for services.

~~Note~~Series ~~7—RELATED PARTY TRANSACTIONS~~A

In ~~July 2013~~2016, the Company ~~entered~~issued ~~into a consulting agreement with~~ an ~~affiliate~~aggregate of ~~Mr. Basloe~~61,306 aSeries ~~board~~A ~~member~~Preferred ~~and~~Stock ~~President of the Company. The agreement provides~~ for ~~consulting on marketing-related services for the Company. The amounts paid under this agreement for the years ended December 31~~settlement, ~~2016~~valued ~~and~~at ~~December~~a ~~31,~~total ~~2015~~of ~~were~~ $2030,~~500 and $46,617, respectively~~652.

InDuring ~~January~~2016, ~~2015~~691,629 ~~the~~shares ~~Company entered into a services agreement with a family member~~ of ~~board~~Series ~~member~~A ~~Mr.~~Preferred ~~Basloe.~~stock ~~The~~were ~~agreement~~converted ~~provided~~into ~~for consultation services related to the Colorado recreational and medical marijuana marketplace and onsite retail operations studies in Boulder~~138,635 ~~CO and Denver, CO. The consultant was granted 250,000~~ common shares ~~under the agreement which vest after six months~~. ~~The fair value of the award was determined to be $1,750, of which $1,750 was recognized during the year ended December 31, 2015 as stock-based compensation.~~

InTotal ~~connection with the investments in Harris Lee Holdings, LLC and MA & Associates, LLC the Company issued~~ Series BA ~~and Series C~~ Preferred shares tooutstanding ~~two~~as ~~current board members, Mr. Del Hierro and Mr. Lieberthal. Mr. Del Hierro was issued 150,000 shares~~ of ~~Series~~December ~~B Preferred and 380~~31,~~000~~ ~~shares~~2016 ofwere ~~Series C Preferred. Mr. Lieberthal was issued 150~~230,~~000 shares of Series B Preferred shares and 332,000 shares of Series C Preferred shares for total compensation of $891,000, which was recorded as stock compensation in 2015~~401.

In ~~July 2015 Harris Lee Holdings~~2017, ~~LLC entered into a series of agreements related to the operations of the Colorado testing facility being managed by Harris Lee Colorado~~15,337 ~~LLC. The~~shares ~~Managing Member~~ of ~~Harris~~Series ~~Lee~~A ~~Colorado,~~Preferred ~~LLC~~stock iswere anconverted ~~immediate~~into ~~family member of Steve Basloe~~1, ~~President and Director of the Company. Among the agreements signed is a sub-license Agreement whereby Harris Lee Holdings~~533,700 ~~LLC~~shares ~~sub-licenses the Steep Hill Labs testing protocol to Harris Lee Colorado, LLC in exchange for licensing fees based on the number~~ of ~~tests~~common ~~conducted by Harris Lee Colorado, LLC~~stock.

InTotal ~~2016,~~Series ~~the~~A ~~Company~~Preferred ~~managed~~shares ~~Harris~~outstanding ~~Lee~~as ~~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 year ended December 31, ~~2016~~2017 ~~was~~were ~~$30~~215,~~515~~139. ~~The laboratory is currently closed and the Company does not have plans to re-open in the near future.~~

InSeries 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 December 2016, $3,300 remains outstanding.B

InTotal ~~September~~Series ~~2016,~~B ~~Pazoo,~~Preferred ~~Inc.~~shares ~~entered~~outstanding ~~into~~as aof ~~loan~~December ~~agreement with Steve Basloe~~31, ~~Company~~2016 ~~President,~~were ~~and totaling $2~~1,~~500. The note has an interest rate of 0.70% and the maturity date is September 2018. As of December 2016~~762, ~~$2,~~500 ~~remains outstanding~~.

28In 2017, the Company issued an aggregate of 387,500 Series B Preferred Stock to Board members in recognition of obtaining the operating license for MA and Associates, LLC valued at $56,110.

~~Table~~Total Series B Preferred shares outstanding as of ~~Contents~~December 31, 2017 were 2,150,000

~~Note~~Series ~~8—CONVERTIBLE DEBT~~C

~~The~~In ~~following~~2016, ~~table~~the ~~summarizes~~Company ~~the~~issued ~~changes~~an inaggregate of 2,277,500 Series C Preferred Stock for services consisting of 2,200,000 shares to ICPI per the ~~convertible~~previously ~~notes~~disclosed ~~during~~settlement ~~2015~~agreement and ~~2016:~~the remaining 77,500 shares to marketing consultants.

	Short Term			Long Term			Total
Balance as of January 1, 2015 - Gross	$	1,309,562		$	812,500		$	2,122,062
Cash additions		1,263,287			180,000			1,443,287
Interest added to notes payable		331,193			-			331,193
Cash payments		(413,000	)		-			(413,000	)
Conversions		(1,224,163	)		-			(1,224,163	)
Original issue discount		76,156			-			76,156
Total	$	1,343,035		$	992,500		$	2,335,535
Less: unamortized discount		(533,391	)		(794,036	)		(1,327,427	)
Balance as of December 31, 2015 - Net	$	809,644		$	198,464		$	1,008,108
Add back: unamortized discount		533,391			794,036			1,327,427
Balance as of December 31, 2015 - 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

In 2016, the Company sold an aggregate of 128,572 Series C Preferred Stock for cash proceeds of $90,000.

~~The~~During ~~Company received $673~~2016,~~460~~ ~~of new cash additions in the year ended December 31~~1,835,697 ~~2016.~~Series InC ~~addition~~Preferred toStock ~~the~~were ~~funds received, noteholders~~ converted ~~$474,777~~into ~~during the year ended December 31~~734,279 ~~2016 into~~ common ~~stock exclusive of accrued interest~~shares. ~~Cash~~ payments consisted of $118,223. Non-cash additions, which are due to the increase in principle for compounding interest, including accrued interest totaled $103,400 in 2016. As of December 31, 2016, the unamortized debt discounts totaled $306,499. The interest rates on the notes ranged from 8% to 12%.

~~The~~Total ~~Company~~Series ~~received~~C ~~$1,443,287~~Preferred ofshares ~~new~~outstanding ~~cash~~as ~~additions in the year ended December 31, 2015. In addition to the funds received, noteholders converted $1,224,163 during the year ended December 31, 2015 into common stock exclusive~~ of ~~accrued interest. Non-cash additions, which are due to the increase in principle for compounding interest, including accrued interest, totaled $331,193 in 2015. As of~~ December 31, ~~2015,~~2016 ~~the~~were ~~unamortized debt discounts totaled $1~~2,~~327~~621,~~427.~~375

~~The~~During ~~Company~~2017, ~~evaluated~~the ~~all~~Company ~~convertible~~issued ~~notes~~an ~~describe~~aggregate ~~above~~of ~~under~~37,334 ~~ASC~~Series ~~815~~C ~~and~~Preferred ~~determined~~Stock ~~that~~for ~~certain conversion features qualify as derivative liabilities (see Note 10)~~services.

~~During~~Total ~~the~~Series ~~year~~C ~~ended~~Preferred ~~December~~shares ~~31,~~outstanding ~~2016 the Company incurred approximately $2.4 million of a gain in debt extinguishment primarily~~ as ~~a result~~ of ~~various~~December ~~notes converting to equity~~31, ~~with~~2017 ~~the~~were ~~corresponding derivative liability value at the date of conversion being written off to debt extinguishment as a gain~~2,647,709 ~~offset by the unamortized discount on the convertible debt at the time of conversion.~~

InF-19 ~~2016,~~Table ~~the Company modified certain convertible notes aggregating a total~~ of $992,500 to increase the interest rate from 10% to 12% retroactively. The maturity dates of these notes were also extended by 2 years. The modification of notes was accounted for as a gain on debt extinguishment, included in the note above.Contents

~~Additionally,~~Series at December 31, 2016, a total of 9 notes with a principle balance of $1,014,103 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.D&E

29In 2017 up to the date of the issuance of these financial statements, there have been no issuances or sales of Series D Preferred Stock or Series E Preferred Stock, as they have not been approved for issuance.

~~Table~~Common ~~of Contents~~Stock

~~Future~~On ~~minimum~~March ~~payments~~30, ~~owed~~2016, onthe Company effectuated its Definitive 14C filing through FINRA resulting in a reverse split to the ~~outstanding~~common ~~debt~~stock of ~~the~~a ~~Company~~ratio asof 100:1. All fractional shares were rounded up. The total amount of ~~December~~authorized 31common stock, ~~2016~~and ~~are~~all asPreferred ~~follows:~~shareholders were unaffected by the reverse split.

	Year Ended December 31, 2016
	2017		2018		2019		2020		2021		Thereafter		Total
Convertible notes		1,179,448		220,000		-		-		1,062,500		230,000		2,691,948
Loans payable		615,801		-		-		-		-		-		615,801
Total		1,795,249		220,000		-		-		1,062,500		230,000		3,307,749

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 reverse stock split of 1-for-250 went into effect April 26, 2017. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes.

~~Note~~In ~~9—LOANS~~2018, ~~PAYABLE~~the Company filed a Form 14-C in order to increase its authorized shares from 3,000,000,000 to 40,000,000,000. In March 2019, the Company withdrew the Form 14-C due to financial constraints.

In September 2015, Pazoo, Inc. entered into a loan note totaling $200,000 with Mark Sarna and Sarna Family Limited Partnership. The note has an interest rate of 15.0% and matured September 22, 2016. As of December 31, 2016, $222,217 still remains outstanding due to accrued interest and an increase in interest to 22.5% payable in monthly payments from the revenue from the Las Vegas laboratory and have not yet commenced.Issuances

In ~~January~~ 2016, ~~Pazoo,~~the ~~Inc.~~Company ~~entered~~issued ~~into~~ a ~~note~~total ~~totaling $5,000 with RBF Unlimited, LLC. The note has an interest rate~~ of ~~0.70%~~240 ~~and~~common ~~matures~~shares ~~January~~for ~~27, 2017~~services. ~~As of December 31, 2016, loan was paid back in full.~~

In ~~January~~ 2016, ~~Pazoo,~~the ~~Inc.~~Company ~~entered~~issued ~~into~~an aaggregate ~~loan~~of ~~agreement with Kabbage Loans totaling $9~~8,~~100.~~205,015 ~~The~~common ~~loan~~shares ~~has~~for athe ~~monthly~~conversion ~~payment consisting~~ of ~~$500~~debt ~~to the principal~~ and ~~$210~~accrued tointerest ~~fees,~~ totaling ~~a monthly cost of~~ $~~710. The loan will be paid off in a maximum of 12 months. As of December 31~~1, ~~2016~~042, ~~this loan was paid off~~688.

In ~~February 2016~~2017, ~~Pazoo,~~the ~~Inc.~~Company ~~entered~~issued ~~into a loan totaling $25~~601,~~000 with LG Capital~~471,033 ~~LLC.~~common ~~The~~shares ~~note~~for ~~has~~the anconversion ~~interest~~ of ~~8.0%~~debt ~~and~~valued itat ~~matures on October 4, 2017. As of December 31, 2016,~~ $25853,~~000 still remains outstanding~~506.

InPreferred ~~June~~Stock 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $35,000. The loan will be paid off in a maximum of 12 months and has a monthly payment consisting of $3,792 to the principal and $875 to fees, totaling a monthly cost of $4,667. As of December 31, 2016, $18,387 remains outstanding.Warrants

In ~~July~~ 2016, ~~Pazoo,~~pursuant ~~Inc.~~to ~~entered into~~ a ~~loan~~Settlement ~~agreement~~Agreement with ~~Kabbage~~ICPI, ~~Loans~~all ~~totaling~~remaining ~~$7,500. The~~Series ~~loan~~A ~~will~~Warrants behave ~~paid~~been ~~off~~retired in aexchange ~~maximum~~for ofthe 6issuance ~~months~~of ~~and~~Series ~~has~~C aPreferred ~~monthly~~Stock. ~~payment~~A ~~consisting~~total of $1,~~250~~700,000 toSeries ~~the~~C ~~principal~~Preferred ~~and~~Shares ~~$188~~were issued to ~~fees,~~ICPI ~~totaling~~in aexchange ~~monthly~~for ~~cost~~the retirement of ~~$1,438. As~~all remaining Series A Warrants and the waiver of ~~December~~unpaid 31dividends on Series A Preferred stock held by ICPI for the years 2014, 2015 and 2016. Additionally, $1500,~~092~~000 ~~remains~~Series ~~outstanding~~C preferred shares were issued to ICPI for settlement of liability to issue shares for services.

InAs ~~August~~of ~~2016,~~December ~~Pazoo~~31, ~~Inc,~~2016 ~~entered~~and ~~into loan agreements totaling an aggregate of $96~~2017,~~000~~ ~~with a private investor. The notes have an interest rate of 8.0%~~ and ~~maturity~~up ~~dates range from October 2016~~ to ~~August~~the ~~2017. As~~date of ~~December~~these ~~31,~~financial ~~2016~~statements, ~~$84,000~~no ~~still~~Preferred ~~remains~~stock warrants were outstanding.

InCommon ~~August~~Stock 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 December 2016, $3,300 remains outstanding.Warrants

InAs ~~September~~of ~~2016,~~December ~~Pazoo~~31, ~~Inc.~~2016 ~~entered~~and ~~into~~December a31, ~~loan agreement with Kabbage Loans totaling $7~~2017,~~700. The~~ ~~loan~~no ~~will~~warrants befor ~~paid~~common ~~off~~stock inwere aoutstanding. ~~maximum~~In ofaddition, 6none ~~months~~were ~~and~~issued ~~has~~up ~~a monthly payment consisting of $1,284~~ to the ~~principal~~date ~~and $193 to fees, totaling a monthly cost~~ of ~~$1,477. As~~these offinancial ~~December 31, 2016, $5,472 remains outstanding~~statements.

InOn ~~September~~June ~~2016~~22, ~~Pazoo~~2015 Typenex Co-Investments, ~~Inc.~~LLC ~~entered~~submitted ~~into~~a cashless warrant Notice of Exercise seeking 529,682 shares pursuant to a ~~loan~~Warrant ~~agreement~~dated ~~with~~on ~~Steve~~or ~~Basloe~~about May 14, 2014. The Company ~~President~~disputed the Notice of Exercise due to what the company believes was bad faith upon the holder acting in such a fashion to deflate the Company's stock price in order to obtain more share under the Warrant. On or about July 29, ~~and~~2015 ~~totaling~~the $2Company permitted Typenex to submit a new Notice of Exercise for 45,~~500~~000 shares. It is the Company's position that Typenex is not entitled to any additional shares under the Warrant. The ~~note~~Company ~~has~~and Typenex have reached an ~~interest~~agreement ~~rate~~in principal to resolve this dispute. Under the terms of 0the proposed settlement, Typenex will be issued common stock of the Company in the total aggregate value of $50,000.70 Typenex is prohibiting from holding more than 4.99% of the outstanding common stock of the Company and will be subject to leak out provisions restricting the ~~maturity~~amount ~~date~~of isstock ~~September~~of ~~2018~~the Company that sold. AsThe ofstock ~~December~~was issued in 2016, ~~$2,500~~and ~~remains~~is ~~outstanding~~included in the common shares issued for conversion of debt.

InF-20 ~~October~~Table ~~2016, Pazoo, Inc, entered into loan agreements totaling an aggregate~~ of ~~$112,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates of October 2017. As of December 31, 2016, $112,000 still remains outstanding.~~Contents

InNote ~~November~~12—INCOME 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $33,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates of November 2017. As of December 31, 2016, $33,000 still remains outstanding.TAXES

InThe ~~December~~Company ~~2016,~~uses ~~Pazoo,~~the ~~Inc~~liability method, ~~entered~~where ~~into~~deferred ~~loan~~tax ~~agreements~~assets ~~totaling~~and anliabilities ~~aggregate~~are determined based on the expected future tax consequences of ~~$95~~temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2016 and 2017,~~000~~ ~~with~~the acompany ~~private~~incurred ~~investor~~net losses and, therefore, has no tax liability. The ~~notes~~net ~~have~~deferred antax ~~interest~~asset ~~rate~~generated ofby ~~8.0%~~the ~~and~~loss ~~maturity~~carry-forward ~~dates~~has ofbeen ~~December~~fully ~~2017~~reserved. As ofThe cumulative net operating loss carry-forward is approximately $12,436,000 at December 31, ~~2016~~2017, ~~$95,000~~and ~~still~~will ~~remains~~expire ~~outstanding~~in the years 2032 – 2035.

30The Company has not yet filed its 2017 Federal Tax Return due to lack of financial resources. Therefore, the tax information below is as up to date as the Company can present it at this point in time and is subject to change.

~~Table~~Internal Revenue Section 382 restricts the ability to use these carryforwards whenever an ownership change as defined occurs. A change in ownership may be deemed to have occurred, which may limit the net operating loss carry forward value pursuant to Section 382 of ~~Contents~~the Tax Code.

InAt December ~~2016~~31, ~~Pazoo~~2017, ~~Inc.~~deferred ~~entered~~tax ~~into~~assets aconsisted ~~loan agreement with Kabbage Loans totaling $16,000. The loan will be paid off in a maximum~~ of ~~12 months and has a monthly payment consisting of $1,334 to~~ the ~~principal and $400 to fees, totaling a monthly cost of $1,734. As of December 31, 2016, $13,333 remains outstanding.~~following:

Note 10—DERIVATIVE LIABILITIES

Deferred tax assets
Net operating losses	$	4,850,000
Less: valuation allowance		(4,850,000	)
Net deferred tax asset	$	-

~~The~~At ~~Company~~December evaluates all of its 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 liabilities31, ~~the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date~~2016, ~~with~~deferred ~~changes~~tax inassets ~~the~~consisted 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.~~ following:

Under ASC-815 the conversion options embedded in the notes payable described in Note 9 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement. In addition, all of the Company's outstanding common stock warrants include price protection clauses and are accounted for as derivative liabilities.

Deferred tax assets
Net operating losses	$	4,389,477
Less: valuation allowance		(4,389,477	)
Net deferred tax asset	$	-

~~The~~A ~~following~~reconciliation ~~table~~of ~~summarizes~~ the ~~changes~~U.S. inFederal ~~the~~statutory ~~derivative~~tax ~~liabilities~~rate ~~during~~to ~~2015~~our ~~and~~annual ~~2016~~tax rate is as follows:

Balance as of January 1, 2015	$	2,576,025
	2017			2016
Initial value derivatives		5,962,270
U.S. Federal statutory tax rate		35.0	%		35.0	%
Extinguished		(4,014,734	)
State income tax, net of U.S. Federal tax benefit		6.5	%		6.5	%
Change in fair value		(2,767,126	)
Change in valuation allowance		(41.5	%)		(41.5	%)
Balance as of December 31, 2015	$	1,756,435
Annual tax rate		0.0	%		0.0	%
Initial value derivatives		4,070,636
Extinguished		(3,891,703	)
Change in fair value		990,165
Balance as of December 31, 2016	$	2,925,627

~~During~~Note 2016 and 2015, the aggregate loss on derivative liabilities was $3,827,703 and $898,759, respectively, consisting of initial derivative expense, which was in excess of debt at inception, and the change in the fair value of the derivative liabilities.13—COMMITMENTS

~~The~~As of December 31, 2016, the Company ~~uses~~was still obligated to pay the ~~Black~~remaining ~~Scholes~~portion ~~Option~~under ~~Pricing~~the ~~Model~~original to2014 ~~value~~40% ~~its~~investment ~~convertible~~agreement ~~debt~~with MA and ~~warrant~~Associates, ~~derivative~~LLC, ~~liabilities~~consisting ~~based~~of ~~upon~~$678,000 of cash and 50,000 shares of Series C Preferred Stock (valued at $35,000 as of December 31, 2016), totaling $713,581 and included in contingent consideration liability on the ~~following~~accompanying ~~assumptions:~~balance sheet and will be issued in the future after the testing laboratory is operational.

	2015			2016
Dividend yield:		0	%		0	%
Expected volatility	145.0% to 228.0		%	163.0% to 489.2		%
Risk free interest rate	.03% to 1.63		%	.51% to 1.93		%
Expected life (years)	0.13 to 4.89			0.09 to 5.05

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 however as of May 2018, Pazoo, Inc. entered into a settlement with Ms. Eveland in the amount of $5,000 cash and 40,000 Series C Preferred Shares of stock. As of the current date, the Company has completed its obligation of the settlement agreement.

~~Note~~On ~~11—STOCKHOLDERS~~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 ~~EQUITY~~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.

~~Preferred~~F-21 ~~Stock~~Table of Contents

OnNote ~~August~~ 14,—SUBSEQUENT 2015 the Company filed a Definitive Information Statement with the SEC on Form 14C with regard to changes in its capital structure. On October 1, 2015 the Company filed an Amendment to its Articles of Incorporation authorizing 50 million shares of $0.001 par value Preferred Stock. The preferred shares available for issuance are 10,000,000 Series A Convertible Preferred Stock, 5,000,000 Series B Convertible Preferred Stock, 10,000,000 Series C Convertible Preferred Stock, 12,500,000 Series D Preferred Stock, and 12,500,000 Series E Preferred Stock.EVENTS

31The company issued an aggregate of 2,074,969,990 common shares to debt holders valued at a total of $159,238 for conversions pursuant to convertible notes.

~~Table~~In February 2018, the Company entered into one convertible note agreements for a total of ~~Contents~~$28,500. The interest rate is 12% and the conversion term is a 45% discount to market over the prior 20 days.

The Series A Preferred Stock does not have voting rights and earns a Series A Preferred Stock dividend of 5% annually and has an expiration date of February 1, 2022. The Company shall pay the amount due on the Maturity Date in kind with shares of Common Stock. The number of shares of Common Stock to be issuable to a Holder on the Maturity Date (the "Maturity Shares") shall be equal to the quotient of (x) the aggregate Liquidation Preference for such Holder's Shares on the Maturity Date divided by (y) the Conversion Price in effect as of the Maturity Date. On or before the third (3rd) Business Day following the Maturity Date (the "Maturity Share Delivery Date"), the Company must deliver to each Holder the Maturity Shares issuable to such Holder. In ~~the~~November ~~event of any liquidation~~2019, ~~dissolution or winding up of~~ the Company, ~~either~~issued voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to (A) $1,090,000 ~~per~~Series ~~Share held by such Holder, plus (~~B) apreferred ~~further~~stock ~~amount~~in ~~equal~~exchange ~~to any Dividends accrued but unpaid on such Shares. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available~~ for ~~distribution~~services to ~~the~~Board ~~stockholders~~Members ofand ~~the~~milestones ~~Company~~hit ~~are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders~~ in ~~proportion~~ramping toup the ~~relative~~testing ~~aggregate~~lab ~~Liquidation~~under ~~Preferences~~MA of& ~~the~~Associates ~~Shares held by such Holders~~LLC. ~~The Liquidation Preference shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations.~~

~~The~~In ~~Series~~May ~~B Preferred Stock is convertible in accordance with the terms of the Certificate of Designations~~2020, ~~does not pay a dividend, and contains preferential voting rights. On August 14, 2015~~ the Company ~~filed~~issued ~~a Definitive Information Statement with the SEC on Form 14C increased the voting rights from a ratio of 200 votes for each share of Series B Preferred Stock to~~ 1,140,000 ~~votes for each share of~~ Series BC ~~Preferred~~preferred ~~Stock.~~stock ~~In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and~~ in ~~preference~~exchange tofor ~~any~~a ~~distribution~~Bridge ofLoan ~~any~~ of ~~the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to~~ $~~0.001 per Share held by such Holder~~150,000 orand ~~such other amount as any Securities Purchase Agreement under which~~ the ~~Shares~~settlement ~~are~~with ~~issued~~Ms ~~may provide~~Eveland. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be unaffected for any stock splits, stock combinations, stock dividends or similar recapitalizations.

The ~~Series~~company Centered ~~Preferred~~into ~~Stock~~a isBridge ~~convertible~~Loan ~~and~~in ~~has no voting rights and has an expiration date for redemption to February 1, 2022. The Company shall pay~~ the aggregate amount ~~due on the Maturity Date in kind with shares~~ of ~~Common~~$150,000 ~~Stock.~~whose ~~The~~proceeds ~~number~~are ~~of shares of Common Stock~~ to be ~~issuable~~used to aget ~~Holder on~~ the ~~Maturity Date (the "Maturity Shares") shall be equal to the quotient of (x) the aggregate Liquidation Preference for such Holder'~~Company’s ~~Shares~~SEC onfilings ~~the~~up Maturity Date divided by (y) the Conversion Price in effect as of the Maturity Date. On or before the third (3rd) Business Day following the Maturity Date (the "Maturity Share Delivery Date"), the Company must deliver to ~~each Holder the Maturity Shares issuable to such Holder~~date. InAs ~~the event~~ of ~~any~~May ~~liquidation~~2018, ~~dissolution or winding up of the Company~~Pazoo, ~~either~~Inc. ~~voluntarily~~entered orinto ~~involuntarily,~~a ~~each~~settlement ~~Holder~~with ~~shall~~Ms. beEveland ~~entitled to receive prior and~~ in ~~preference to any distribution of any of~~ the ~~assets~~amount ~~or surplus funds~~ of ~~the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to (A)~~ $~~0.001 per Share held by such Holder. If~~5,000 ~~upon~~cash ~~such~~and ~~liquidation~~40,000 ~~dissolution~~Series orC ~~winding~~Preferred upShares of ~~the~~stock ~~Company,~~valued ~~the~~at ~~assets~~$1200 ofat the ~~Company~~time ~~available for distribution to the stockholders~~ of ~~the~~issuance. ~~Company~~As ~~are insufficient to provide for the payment~~ of the ~~full~~current ~~aforesaid preferential amount~~date, ~~such assets as are so available shall be distributed among~~ the ~~Holders~~Company inhas ~~proportion~~completed toits ~~the~~obligation ~~relative aggregate Liquidation Preferences~~ of the ~~Shares~~settlement ~~held by such Holders~~agreement. ~~The Liquidation Preference shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations.~~

~~The~~In ~~conversion~~June ~~rates~~2020, ~~for~~the ~~Series~~Company Asold ~~and~~the Cremaining ~~Preferred~~10% ~~Stock~~equity ~~are~~interest ~~1:100~~from tothe ~~common~~November ~~stock.~~22, ~~The~~2017 ~~conversion~~Membership ~~rate~~Interest ~~for~~Agreement ~~Series~~in BMA ~~convertible~~& ~~stock~~Associates isfor ~~1:200~~an aggregate total of $226,388. ~~Series~~The Btotal amount was ~~convertible~~in ~~contingent~~the onform ~~certain~~of ~~liquidation~~retirement ~~events~~of ~~such~~the loans extended by the Buyer as ~~mergers~~designated by Buyer in Buyer’s sole and ~~sales~~absolute discretion, ~~which~~including ~~occurred~~applicable interest, default interest, late charges, and other obligations accrued. No ~~Series~~The ofCompany ~~Preferred~~still ~~Stock~~maintains isa ~~effected~~20% byequity ~~reverse~~interest ~~splits~~in orMA ~~recapitalizations~~& Associates.

The Global COVID-19 Pandemic Could Adversely Affect Our Business Operations. The Company, including its 30% equity investee, MA & Associates LLC, could be adversely affected by the worldwide Covid-19 pandemic in, among others, the following ways: (i) Travel and tourism disruptions in Nevada and specifically, Las Vegas, could affect the demand for cannabis which in turn could affect current efforts to ramp up operations and become cash flow positive; (ii) Cannabis, and cannabis derived products, could experience production interruptions due to infected workers that could in turn affect the demand for MA's ~~Series~~testing Dservices; (iii) If dispensaries are forced to close or scale back sales due to the pandemic, and/or ~~Series~~experience Edisruptions ~~Preferred~~in ~~shares~~staffing, ~~terms~~that could also disrupt MA's business and ~~conditions~~its ~~are~~ability ~~not~~to ~~yet~~collect ~~determined~~on accounts receivable; (iv) Any disruption in the supply chain of critical supplies needed to perform testing could interrupt the processing of test samples; and ~~neither~~(v) ~~certificates~~In a highly regulated and specialized industry such as the testing of ~~designation~~cannabis ~~have~~products, ~~been~~the ~~filed~~extended ~~with~~absence of any key employee due to illness could cause a delay or suspension of testing. As of the ~~State~~date of ~~Nevada~~this report, none of the aforementioned has occurred.

~~The~~F-22 ~~Company~~Table ~~and ICPI have engaged in a total~~ of six investment agreements between the time of January 2011 and April 2016, with the last amendment to Investment Agreement No. 6 in November 2016. All of the investment agreements between ICPI and the Company provide for Series A Preferred Stock to be issued by the Company upon a cash investment provided to the Company by ICPI. ICPI makes up the majority of the Series A Preferred Stock outstanding at December 31, 2015 and 2016. In April 2016, pursuant to a Settlement Agreement with ICPI, all remaining Series A Warrants have been retired in exchange for the issuance of Series C Preferred Stock. A total of 2,200,000 Series C Preferred Shares were issued to ICPI in exchange for the retirement of all remaining Series A Warrants and the waiver of unpaid dividends on Series A Preferred stock held by ICPI for the years 2014, 2015 and 2016. Contents

~~Total~~Item ~~stock-based compensation recognized during 2016 totaled $79,900 consisting of 60,000 common stock and 77,500 Series C Preferred stock issued for services~~9. ~~Total~~ ~~stock-based~~Changes ~~compensation~~in ~~recognized during 2015 totaled $1,221,981, consisting of 522,208 common shares~~ and ~~50,000~~Disagreements ~~Series~~with AAccountants ~~preferred~~on ~~shares,~~Accounting ~~575,000 Series B preferred shares~~ and ~~803,000~~Financial ~~Series C preferred shares, issued for services.~~Disclosure

32None.

~~Table~~Item of9A. ~~Contents~~Controls and Procedures

~~Series~~As Aof December 31, 2017, management, with the participation of our Chief Executive Officer and Acting Chief Financial Officer, performed an evaluation 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 Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Acting Chief Financial Officer, to allow timely decisions regarding required disclosures. Because of inherent limitations, any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired control objective. Based on this evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded that, as of December 31, 2017, the design and operation of our disclosure controls and procedures were not effective at the reasonable assurance level.

InThere ~~2015,~~has ~~the~~been ~~Company~~no ~~sold~~change anin ~~aggregate~~our ofinternal 2control over financial reporting during the year ended December 31,~~542~~ 2017,~~132~~ ~~Series~~that Ahas ~~Preferred~~materially ~~Stock~~affected, ~~for~~or ~~cash~~is ~~proceeds~~reasonably oflikely ~~$580~~to materially affect,~~000~~ our internal control over financial reporting.

InOur ~~2015~~management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fina

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