Pazoo, Inc.

INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

Dear Shareholders:

 

We are writing to advise you that our Board of Directors and shareholders holding a majority of our outstanding voting capital stock have approved an amendment to the articles of incorporation (the "Amendment") to increase the total authorized capital from 3,000,000,000 shares to 40,000,000,000 shares of capital stock (the "Increase in Authorized Capital") in the manner set forth below:

 

These actions were approved by written consent on March 4, 2018 by our Board of Directors and a majority of holders of our voting capital stock, in accordance with Nevada Revised Statutes. Our directors and majority of the shareholders of our outstanding capital stock, as of the record date of March 4, 2018 have approved the Amendment and the Increase in Authorized Capital after carefully considering it and concluding that approving the Amendment and the Increase in Authorized Capital was in the best interests of our Company and our shareholders.

 

WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is first mailed to you on or about [*], 2018.

 

  

ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARH 4, 2018, THE RECORD DATE, ARE ENTITLED TO NOTICE OF THE CORPORATE ACTION.  STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE VOTING POWER OF PAZOO's SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTIONS.  AS A RESULT, THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF PAZOO.  THESE ACTIONS ARE EXPECTED TO BE EFFECTIVE ON A DATE THAT IS AT LEAST TWENTY (20) DAYS AFTER THE MAILING OF THE DEFINITIVE INFORMATION STATEMENT TO THE SHAREHOLDERS OF RECORD.

 

We encourage you to read the attached Information Statement carefully for further information regarding these actions.  In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the approval of the action described herein by the holders of a majority of the voting power of the Company will be deemed ratified and effective at a date that is at least 20 days after the date this Information Statement has been mailed or furnished to our stockholders.  This Information Statement is first being mailed or furnished to stockholders on or about [*], 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INFORMATION STATEMENT AND NOTICE OF ACTIONS TAKEN

BY WRITTEN CONSENT OF THE MAJORITY OF THE

VOTING POWER OF THE CAPITAL STOCK OF THE CORPORATION

 

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS

 AND NO STOCKHOLDERS' MEETING WILL BE HELD

 TO CONSIDER THE MATTERS DESCRIBED HEREIN.

 

This Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described herein in compliance with Regulation 14C of the Exchange Act.

 

GENERAL

 

This Information Statement is being furnished to all holders of the common stock of Pazoo, Inc. (the "Company") as of March 4, 2018 in connection with the action taken by written consent of holders of a majority of the outstanding voting power of the Company to authorize the Amendment and the Increase in Authorized Capital.

 

"We," "us," "our," the "Registrant" and the "Company" refers to Pazoo, Inc., a Nevada corporation.

 

 

SUMMARY OF CORPORATE ACTION

 

 

This Information Statement is furnished to the stockholders of Pazoo, Inc., a Nevada corporation (the "Company"), in connection with our prior receipt of approval by written consents, in lieu of a special meeting, of the holders of a majority of our outstanding voting power authorizing the Board of Directors of the Company to amend the Articles of Incorporation of the Company (the "Amendment") to effectuate the increase in the authorized capital from 3,000,000,000 shares of capital stock to 40,000,000,000 shares of capital stock (the "Increase in Authorized Capital") as set forth in the following manner:

 

 

On March 4, 2018, the Company obtained the approval of the Amendment and the Increase in Authorized Capital by written consent of the stockholders that are the record owners of 52,851,200 shares of the Company's common stock and 2,150,000 shares of the Company's Series B Preferred Stock, which represents approximately 51.86% of the voting power as of March 4, 2018. The names of the shareholders of record who hold a majority of voting power of the Company and who signed the written consent of stockholders is as set forth in the following schedule:

 

 

The Amendment and the Increase in Authorized Capital cannot be effectuated until twenty (20) days after the mailing of this Information Statement and after the filing of the amended Articles of Incorporation with Secretary of State of the State of Nevada with respect to the Amendment and the Increase in Authorized Capital. The amendment to the Articles of Incorporation is to effectuate the Increase in Authorized Capital.

 

The date on which this Information Statement will be sent to stockholders will be on or about [*], 2018 and is being furnished to all holders of the common stock of the Company on record as of March 4, 2018.

The Board of Directors, and persons holding a majority of the voting power of all outstanding securities of the Company have unanimously adopted, ratified and approved the proposed actions by the Company's Board of Directors. No other votes are required or necessary.

 

The Annual Report on Form 10-K for fiscal year ended December 31, 2016 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017, and September 30, 2017 filed by the Company during the past year with the Securities and Exchange Commission may be viewed on the Securities and Exchange Commission's web site at www.sec.gov in the Edgar Archives. The Company is presently current in the filing of all reports required to be filed by it.

 

Only one Information Statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of the information statement or by calling our principal executive offices at (973) 884-0136. If multiple shareholders sharing an address have received one copy of this Information Statement and would prefer us to mail each stockholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this Information Statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.

 

VOTE REQUIRED

 

Pursuant to the Company's Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company's outstanding votes is required to effect the Amendment and the Increase in Authorized Capital. As of the record date, the Company had 2,097,586,980 of the shares of common stock that are entitled to one vote each for a total of 2,097,586,980 votes.  Additionally, the holders of the Series B Preferred Stock are entitled to 1,000 votes for every share of Series B Preferred Stock.  As of the record date, the Company had 2,150,000 of the shares of Series B Preferred Stock are entitled to 2,150,000,000 votes. The consenting stockholders voted in favor of the Amendment and the Increase in Authorized Capital described herein in a unanimous written consent, dated March 4, 2018. Because consenting shareholders hold 52,851,200 shares of the issued and outstanding common stock representing 52,851,200 votes, and 2,150,000 shares Series B Preferred stock representing 2,150,000,000 votes, for a total of 2,202,851,200 votes of the capital stock (which shares are equal to 51.86% of the total issued and outstanding voting capital stock on the record date), no action by the minority stockholders in connection with the corporate name change is required.

 

PROPOSAL

 

AMENDMENT OF THE ARTICLES OF INCORPORATION TO

EFFECT INCREASE IN AUTHORIZED CAPITAL

 

Purpose and effect of the Increase in Authorized Capital

 

Capital Stock

 

AMENDMENT TO OUR ARTICLES OF INCORPORATION

TO INCREASE THE AUTHORIZED CAPITAL OF THE CORPORATION

 

On March 4, 2018, our Board of Directors and majority shareholders, believing it to be in the best interests of the Company and its shareholders, approved the amendment the Company's Articles of Incorporation to increase the authorized share capital of the Company from 3,000,000,000 shares of capital stock to 40,000,000,000 shares of capital stock. The purpose of this proposed increase in authorized share capital is to make available additional shares of common stock for issuance for general corporate purposes, the business operations of the Company and current and subsequent financing activities, without the requirement of further action by the shareholders of the Company. Additionally, certain of the increased authorized capital stock will be placed in reserve to be issued upon conversion, if any, under certain convertible promissory notes currently in place or under consideration by the Company.  In the event the lenders under such convertible promissory notes elect not to convert and the Company repays the loans, such reserves will be cancelled.  The Board of Directors has considered potential uses of the additional authorized shares of capital stock, which may include the seeking of additional equity financing through public or private offerings, establishing additional employee or director equity compensation plans or arrangements or for other general corporate purposes. Increasing the authorized number of shares of the capital stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of capital stock in most cases without the expense or delay of seeking further approval from the shareholders. The Company is at all times investigating additional sources of financing which the Board of Directors believes will be in the Company's best interests and in the best interests of the shareholders of the Company.

The shares of common stock do not carry any pre-emptive rights. The adoption of the Amendment will not in and of itself cause any changes in the Company's capital accounts.

The increase in authorized share capital will not have any immediate effect on the rights of existing shareholders. However, the Board of Directors will have the authority to issue authorized shares of capital stock without requiring future approval from the shareholders of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized shares of common stock are issued in the future, they will decrease the existing shareholders' percentage equity ownership interests and, depending upon the price at which such shares of common stock are issued, could be dilutive to the existing shareholders. Any such issuance of additional shares of common stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock of the Company.

 

One of the effects of the increase in authorized share capital, if adopted, however, may be to enable the Board of Directors to render it more difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of present management. The Board of Directors would, unless prohibited by applicable law, have additional shares of capital stock available to effect transactions (including private placements) in which the number of the Company's outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of the Company which the shareholders of the Company might view as desirable.

 

 

 

The Company intends to use a certain portion of the Increase in Authorized Capital for a contemplated financing transaction under a confidential Term Sheet which requires a minimum reserve of 30,000,000,000.  If completed, this financing should be the last financing required in order to open the Las Vegas testing laboratory and become revenue generating. This increase in authorization will enable the Company to obtain the funds needed in order to implement its business plan without the requirement of further action by the shareholders of the Company. Additionally, certain of the increased authorized capital stock will be placed in reserve to be issued upon conversion, if any, under certain convertible promissory notes currently in place or under consideration by the Company.  In the event the lenders under such convertible promissory notes elect not to convert and the Company repays the loans, such reserves will be cancelled.   Listed below is a table of shares required to meet the reserves for existing convertible notes:

 

 

 

 

 

Also, the Increase in Authorized Capital will result in an increase in the number of authorized but unissued shares of the Company's common stock; it may be construed as having an anti-takeover effect. Although the Increase in Authorized Capital is not being undertaken for this purpose, in the future the Board of Directors could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued shares to frustrate persons seeking to take over or otherwise gain control of our company by, for example, privately placing shares with purchasers who might side with the Board of Directors in opposing a hostile takeover bid. Such use of the Company's capital stock could render more difficult, or discourage, an attempt to acquire control of our company if such transactions were opposed by the Board of Directors.

Effective Time of the Amendment

 

We intend to file, as soon as practicable on or after the 20th day after this Information Statement is sent to our shareholders, an amendment to our Articles of Incorporation effectuating the Increase in Authorized Capital with the Secretary of State of Nevada. The Amendment to our Articles of Incorporation will become effective at the close of business on the date the Certificate of Amendment to the Articles of Incorporation is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our shareholders. The text of the Certificate of Amendment to the Articles of Incorporation is subject to modification to include such changes as may be required by the Nevada Secretary of State to effectuate the Amendment.

 

No Appraisal Rights for the Amendment

 

Under Nevada law, the Company's shareholders are not entitled to appraisal rights with respect to the Amendment and the Company will not independently provide shareholders with any such right.

 

BOARD OF DIRECTORS' RECOMMENDATION

AND STOCKHOLDER APPROVAL

 

On March 4, 2018, our Board of Directors voted to authorize and seek approval of our shareholders of an amendment to our Articles of Incorporation to affect the Increase in Authorized Capital. In the absence of a meeting, the affirmative consent of holders of a majority of the vote represented by our outstanding shares of stock was required to approve the change the number of the authorized common stock of the Company. Because holders of approximately 51.86% of our voting power signed a written consent in favor of the amendment to the Articles of Incorporation, we are authorized to amend the Articles of Incorporation to affect the Increase in Authorized Capital. The Amendment and the Increase in Authorized Capital will be effective upon the filing of an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada, which is expected to occur as soon as reasonably practicable on or after the 20th day following the mailing of this Information Statement to stockholders.

 

The information contained in this Information Statement constitutes the only notice we will be providing stockholders.

 

 

 

VOTE REQUIRED FOR APPROVAL

 

In accordance with Section 78.315 and 78.320 of the Nevada Revised Statutes, the following actions were taken based upon the unanimous recommendation and approval by the Company's Board of Directors and the written consent of the majority voting power.

 

The Board of Directors of the Company has adopted, ratified and approved the Increase in Authorized Capital. The securities that are entitled to vote to amend the Company's Articles of Incorporation consist of issued and outstanding shares of the Company's $0.001 par value common voting stock outstanding on March 4, 2018, and the holders of the issued and outstanding shares of the Company's Series B Preferred Stock outstanding on March 4, 2018, the record date for determining shareholders who are entitled to notice of and to vote on the proposed amendment to the Company's Articles of Incorporation.

  

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

The Board of Directors fixed the close of business on March 4, 2018 as the record date for the determination of the common and preferred shareholders entitled to notice of the action by written consent.

 

As of the record date, the Company had 2,097,586,980 voting shares of common stock issued and outstanding. The holders of shares of common stock are entitled to one vote per share on matter to be voted upon by shareholders.

  

The holders of shares of common stock are entitled to receive pro rata dividends, when and if declared by the Board of Directors in its discretion, out of funds legally available therefore. 

 

Dividends on the common stock are declared by the Board of Directors. In addition, the payment of any such dividends will depend on the Company's financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

As of the record date, the Company had 2,150,000 voting shares of Series B Preferred Stock issued and outstanding. The holders of shares of Series B Preferred Stock are entitled to two hundred votes per share on any matter to be voted upon by shareholders.

 

Shareholders and the holders of a controlling interest equaling approximately 51.86% of the voting power of the Company, as of the record date, have consented to the proposed amendments to the Articles of Incorporation. The shareholders have consented to the action required to adopt the amendment of the Company's Articles of Incorporation to authorize the Increase in Authorized Capital. This consent was sufficient, without any further action, to provide the necessary stockholder approval of the action.

 

 

 

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS

AND FIVE PERCENT STOCKHOLDERS

 

The following table sets forth certain information concerning the ownership of the Company's common stock as of March 4, 2018 with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company's common stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of March 4, 2018, there were 2,097,586,980 share of common stock issued and outstanding and 2,150,000 shares of Series B Preferred stock outstanding.

  

 

The applicable percentage of ownership for each beneficial owner is based on 4,247,586,980 total votes as a result of 2,097,586,980 shares of common stock outstanding as of March 4, 2018, and 2,150,000 shares of Series B Preferred Stock outstanding as of March 4, 2018. In calculating the number of shares beneficially owned (not owned for voting purposes) by a stockholder and the percentage of ownership of that stockholder, shares of common stock issuable upon the exercise of options or warrants, or the conversion of other securities held by that stockholder, that are exercisable within 60 days, are deemed outstanding for that holder; however, such shares are not deemed outstanding for computing the percentage ownership of any other stockholder.

  

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed increase in the number of authorized shares of the Company's common stock and of those shares or in any action covered by the related resolutions adopted by the Board of Directors, which is not shared by all other stockholders.

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

This Information Statement may contain certain "forward-looking" statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding our company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance, financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "might," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors discussed in this and other of our filings with the U.S. Securities and Exchange Commission.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are also available to the public on the SEC's website at http://www.sec.gov .

 

INCORPORATION OF FINANCIAL INFORMATION

 

We include a copy of our Annual Report on Form 10-K for fiscal year ended December 31, 2016 and the Quarterly Reports on Form 10-Q for the periods ending March 31, 2017, June 30, 2017, September 30, 2017 with a copy of this Notice.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THIS INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY. PLEASE READ THIS INFORMATION STATEMENT CAREFULLY.

 

Dated: March 8, 2018

 

By Order of the Board of Directors

 

 

Acting Chief Executive Officer and Chairman of the Board of Directors