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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pazoo Inc (CE) | USOTC:PZOO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
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)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Page
|
|||
PAZOO,
IN
C.
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
March 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 30,625 | $ | 16,819 | ||||
Accounts receivable
|
3,842 | - | ||||||
Prepaid expenses
|
5,449 | 5,448 | ||||||
Total current assets
|
39,916 | 22,267 | ||||||
Fixed assets, net
|
703,337 | 749,841 | ||||||
Intangible assets, net
|
1,565,570 | 1,590,935 | ||||||
Total other assets
|
2,268,907 | 2,340,776 | ||||||
Total assets
|
$ | 2,308,823 | $ | 2,363,043 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Line of credit
|
$ | 25,304 | $ | 19,500 | ||||
Accounts payable and accrued liabilities
|
694,813 | 406,176 | ||||||
Loans payable
|
232,584 | 203,000 | ||||||
Interest payable
|
237,324 | 172,709 | ||||||
Convertible debt, net of unamortized discounts of $141,874 and $533,391
|
1,392,973 | 809,644 | ||||||
Contingent consideration liabilites
|
713,581 | 718,581 | ||||||
Derivative liabilities
|
3,618,509 | 1,756,435 | ||||||
Capital lease liability
|
223,135 | 304,516 | ||||||
Total current liabilities
|
7,138,223 | 4,390,561 | ||||||
Long-term liabilities:
|
||||||||
Long-term portion of convertible debt, net of unamortized discounts of $0, and $794,036
|
1,292,500 | 198,464 | ||||||
Capital lease
|
293,083 | 242,771 | ||||||
Total long-term liabilities
|
1,585,583 | 441,235 | ||||||
Total liabilities
|
8,723,806 | 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, 553,449 and 860,669 shares issued and outstanding, respectively.
|
553 | 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, 2,169,930 and 2,051,000 shares issued and outstanding, respectively.
|
2,170 | 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, 24,730,296 and 14,865,053 shares issued and outstanding, respectively.
|
24,730 | 14,865 | ||||||
Additional paid-in capital
|
9,796,518 | 9,410,382 | ||||||
Accumulated deficit
|
(16,240,716 | ) | (11,898,674 | ) | ||||
Total stockholders' deficit
|
(6,414,983 | ) | (2,468,753 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 2,308,823 | $ | 2,363,043 |
PAZ
OO
, INC.
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Revenues:
|
||||||||
Advertising sales
|
$ | 7,326 | $ | 20,233 | ||||
Merchandise sales
|
- | - | ||||||
Total revenues
|
7,326 | 20,233 | ||||||
Cost of sales
|
||||||||
Merchandise sales
|
- | - | ||||||
Total cost of sales
|
- | - | ||||||
Gross profit
|
7,326 | 20,233 | ||||||
Operating expenses:
|
||||||||
Selling, general and administrative expenses
|
701,686 | 1,080,862 | ||||||
Professional fees
|
144,443 | 228,521 | ||||||
Website setup
|
4,967 | 57,120 | ||||||
Total operating expenses
|
851,096 | 1,366,503 | ||||||
Loss from operations
|
(843,770 | ) | (1,346,270 | ) | ||||
Other income/(expenses):
|
||||||||
Gain/(loss) on derivative liabilities
|
(2,406,761 | ) | 439,113 | |||||
Loss on debt extinguishment
|
(66,994 | ) | - | |||||
Gain on change in FV of contingent consideration
|
5,000 | - | ||||||
Loss on impairment of equity method investment
|
- | (499,000 | ) | |||||
Interest expense
|
(1,029,517 | ) | (518,371 | ) | ||||
Net loss
|
$ | (4,342,042 | ) | $ | (1,924,528 | ) | ||
Series A preferred stock dividends
|
(195 | ) | (8,962 | ) | ||||
Net loss attributable to common stockholders
|
$ | (4,342,237 | ) | $ | (1,933,490 | ) | ||
Net loss per common share – basic and diluted
|
$ | (0.21 | ) | $ | (0.66 | ) | ||
Weighted average common shares outstanding - basic and diluted
|
20,862,328 | 2,944,717 |
PAZ
OO
, INC.
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (4,342,042 | ) | $ | (1,924,528 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of debt discounts
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762,237 | 451,693 | ||||||
Depreciation
|
46,504 | - | ||||||
Amortization
|
25,365 | - | ||||||
Capitalized interest expense
|
192,936 | |||||||
Change in fair value of contingent consideration
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(5,000 | ) | - | |||||
Stock-based compensation
|
49,900 | 862,800 | ||||||
(Gain)/loss on derivative liabilities
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2,406,761 | (439,113 | ) | |||||
(Gain)/loss on debt extinguishment
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66,994 | - | ||||||
Loss on true-up of convertible notes
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- | 34,383 | ||||||
Additional common shares issued for true-up of convertible notes
|
- | 51,470 | ||||||
Impairment loss on equity method investment
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- | 499,000 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(3,842 | ) | (821 | ) | ||||
Prepaid expenses and other current assets
|
(1 | ) | 4,716 | |||||
Accounts payable, accrued liabilities and interest payable
|
322,309 | 5,159 | ||||||
Interest payable
|
64,615 | 66,679 | ||||||
Net cash used in operating activities
|
(413,264 | ) | (388,562 | ) | ||||
Cash flows from investing activities:
|
||||||||
Cash paid for purchase of licenses
|
- | (200,000 | ) | |||||
Equity investment in equity method investee
|
- | (499,000 | ) | |||||
Net cash used in investing activities
|
- | (699,000 | ) | |||||
Cash flows from financing activities:
|
||||||||
Line of credit | 5,804 | - | ||||||
Proceeds from convertible note, net of original issue discounts
|
372,750 | 82,500 | ||||||
Stock subscription receivable
|
- | 5,254 | ||||||
Repayments on capital leases
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(31,069 | ) | - | |||||
Repayments on convertible notes
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(9,516 | ) | - | |||||
Proceeds from loans payable
|
39,100 | - | ||||||
Proceeds from issuing common stock
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- | 48,380 | ||||||
Proceeds from sale of Series A preferred stock and warrants
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- | 235,000 | ||||||
Proceeds from sale of Series C preferred stock
|
50,001 | - | ||||||
Net cash provided by financing activities
|
427,070 | 371,134 | ||||||
Net increase (decrease) in cash and cash equivalents
|
13,806 | (716,428 | ) | |||||
Cash and cash equivalents beginning of period
|
16,819 | 733,637 | ||||||
Cash and cash equivalents end of period
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$ | 30,625 | $ | 17,209 | ||||
Supplemental Disclosure of Cash Flows Information
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Cash paid for income taxes
|
- | - | ||||||
Noncash Investing and Financing Activities
|
||||||||
Common stock issued for the conversion of Series A preferred stock
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$ | 369 | $ | 60,000 | ||||
Common stock issued for the conversion of Series C preferred stock
|
- | - | ||||||
Debt discount due to derivative liabilities
|
406,336 | 181,803 | ||||||
Resolution of derivative liabilities
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- | 1,126,245 | ||||||
Preferred shares issued for conversion of debt and interest
|
30,652 | - | ||||||
Common shares issued for conversion of debt and interest
|
265,258 | 679,251 | ||||||
Common shares issued with debt
|
- | - |
Dilutive Securities
|
||||||||
March 31, 2016
|
March 31, 2015
|
|||||||
Convertible notes
|
848,119,672 | 441,917,854 | ||||||
Preferred series A shares & warrants
|
351,153,200 | 425,965,600 | ||||||
Preferred series C
|
216,963,000 | 58,000,000 | ||||||
1,416,235,872 | 925,883,454 |
Estimated Useful Life
(in years)
|
March 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
|
(186,550 | ) | (140,046 | ) | ||||||||
Fixed Assets, Net
|
$ | 703,337 | $ | 749,841 |
March 31, 2016
|
December 31, 2015
|
|||||||
Steep Hill license
|
$ | 307,500 | $ | 307,500 | ||||
MA & Associates license
|
1,345,771 | 1,345,771 | ||||||
$ | 1,653,271 | $ | 1,653,271 | |||||
Accumulated amortization
|
(87,701 | ) | (62,336 | ) | ||||
Intangible Assets, Net
|
$ | 1,565,570 | $ | 1,590,935 |
Deritvative Liability Table
|
||||
Balance as of December 31, 2015
|
$ | 1,756,435 | ||
Initial value derivatives
|
2,165,934 | |||
Extinguished
|
(951,023 | ) | ||
Change in fair value
|
647,163 | |||
Balance as of March 31, 2016
|
$ | 3,618,509 |
March 31, 2016
|
||||
Dividend yield:
|
0 | |||
Expected volatility
|
80% | |||
Risk free interest rate
|
0.16% to 0.39%
|
|||
Expected life (years)
|
0.04 to 0.86
|
Warrants
|
Weighted Average Exercise Price
|
|||||||
Outstanding - December 31, 2015
|
2,958,083 | $ | 1.17 | |||||
Granted
|
- | - | ||||||
Forfeited/canceled
|
- | - | ||||||
Exercised
|
- | - | ||||||
Outstanding – March 31, 2016
|
2,958,083 | $ | 1.17 | |||||
Exercisable – March 31, 2016
|
2,958,083 | $ | 1.17 |
Short Term | Long Term | Total | ||||||||||
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
|
72,750 | 300,000 | 372,750 | |||||||||
Interest added to notes payable
|
192,936 | 192 | 192,936 | |||||||||
Cash payments
|
- | - | - | |||||||||
Conversions
|
(78,874 | ) | - | (78,874 | ) | |||||||
Original issue discount
|
5,000 | - | 5,000 | |||||||||
Total
|
$ | 1,534,847 | $ | 1,292,500 | $ | 2,827,347 | ||||||
Less: unamortized discount
|
(141,874 | ) | - | (141,874 | ) | |||||||
Balance as of March 31, 2016
|
$ | 1,392,973 | $ | 1,292,500 | $ | 2,685,473 |
Year Ended March 31,
|
||||||||||||||||||||||||||||
2017
|
2018
|
2019
|
2020
|
2021
|
Therafter
|
Total
|
||||||||||||||||||||||
Convertible notes
|
1,534,847 | - | - | - | 300,000 | 992,500 | 2,827,347 | |||||||||||||||||||||
Short-term non-convertible notes
|
232,584 | - | - | - | - | - | 232,584 | |||||||||||||||||||||
Total
|
1,767,431 | - | - | - | 300,000 | 992,500 | 3,059,931 |
|
●
|
Advertising Revenue from Our Website,
www.pazoo.com
.
Through advertising providers and agencies, pazoo.com is paid for every ad impression that appears on a page for which a visitor goes to. As we build our visitor base, ad revenue will increase. However, just having the traffic does not 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 on site and fewer page views. Internet 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.
Pazoo.com has a unique and compelling online marketing platform. Pazoo.com offers the following important marketing advantages to its target audiences:
|
|
1.
|
A comprehensive solution as a content source – information on a full spectrum of disciplines within the health and wellness marketplace;
|
|
2.
|
Health and wellness experts that have expertise in these varied disciplines and write about their areas expertise; and
|
|
3.
|
Content that is both for the health and wellness of people as well as their pets (over 60% of American homes have pets).
|
|
●
|
E-commerce.
Our e-commerce offerings will increase as we build the traffic coming to pazoo.com. In this way we could establish a revenue source over and above advertising to increase the value of each visitor. We have the following e-commerce elements ready for an activated marketing program:
|
|
1.
|
An e-commerce platform that is functional;
|
|
2.
|
Relationships with manufacturers, distributors and other e-commerce companies so that increasing product offerings will not be time consuming;
|
|
3.
|
Members on the pazoo.com content team with merchandising experience: i.e. a Pazoo expert is buyer of pet products for a large pet retailer; and
|
|
4.
|
Members on the pazoo.com content team that are experienced in e-commerce marketing; i.e. we will look to offer our consumers low cost and timely delivery of product by negotiating with shipping companies to offer a flat rates on various products.
|
|
●
|
Pharmaceutical Testing Facilities.
MA & Associates was launched to provide quality control services to the medical cannabis industry. MA & Associates’ 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. As of June, 2015, we have acquired a 100% equity stake in MA & Associates, LLC and the testing laboratory in Las Vegas Nevada is open for business.
The company will provide the medical cannabis industry guidelines on how the regulation and inspection by public health authorities is to be implemented. MA & Associates’ primary customer base includes all of the licensed cannabis cultivators, in the State of Nevada, and their customers are required by law to have their products tested before they can be transferred to the dispensaries.
We have further expanded our footprint in this arena through Harris Lee Holdings, LLC, a company formed to take the MA & Associates testing model outside of Nevada and into other states. The company is currently managing Harris Lee Colorado, LLC, an existing lab in Denver, Colorado, after receiving approval from the Colorado Marijuana Enforcement Division in February of 2016. The Company also announced it has leased a space in Portland, Oregon where it will be establishing a testing lab. We are in a unique position to provide the mandated health and safety testing upon which this burgeoning industry must hinge moving forward. Lastly, our newly formed wholly owned subsidiary CK Distribution LLC, provides the marketing and sales agent for the distribution of non-controlled hemp products throughout the USA. Non-controlled hemp products are the items utilized by the industry that support grow facilities, infusion companies and dispensaries.
|
Exhibit
Number
|
Description
|
|
May 25 , 2016
|
PAZOO, INC.
|
|
/s/ David M. Cunic
|
||
David M. Cunic
|
||
Chief Executive Officer
|
||
May 25 , 2016
|
PAZOO, INC.
|
|
/s/ Ben Hoehn
|
||
Ben Hoehn,
|
||
Chief Operating Officer, Acting Chief Financial Officer (Principal Financial and Accounting Officer)
|
1 Year Pazoo (CE) Chart |
1 Month Pazoo (CE) Chart |
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