UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K

Current Report

_____________

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~October 2924, ~~2017 (November 22, 2017)~~2022

PAZOO, Inc. (Exact name of Registrant as specified in charter)

(Exact name of Registrant as specified in charter)

Nevada

333-178037

27-3984713

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification Number)

Nevada	333-178037	27-3984713
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	file number)	Identification Number)

34 DeForest Avenue, Unit 9

East Hanover, New Jersey 07936

(Address of Principal Executive Offices)

Not Applicable

(Prior Address if Changed From Last Report)

(973) 455-0970

(Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name on each exchange on which registered
Common Stock	PZOO	OTC Markets – Expert Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On ~~November~~October 2224, ~~2017~~2022, Pazoo, Inc. (the "“Company"”), ~~pursuant~~entered tointo a ~~certain~~Letter of Intent (“LOI”) with regard to the material terms of a Limited Liability Company Membership Interest Purchase Agreement (the "“Agreement"”), ~~sold~~to asell ~~seventy~~the Company’s remaining twenty percent (7020%) Membership Interest in ~~its wholly owned subsidiary~~ MA & Associates LLC to MA Analytics, LLC, an entity owned and managed by Mark Sarna, a lender to the Company. The sale was based on an ~~enterprise~~independent ~~value~~valuation of MA & Associates LLC of $25,~~176~~250,~~810~~000. The purchase price for the purchased interest ~~was~~is $1995,~~523~~747 (the “Purchase Price”),~~767,~~ of which $~~492~~225,~~227.30~~000 ~~was~~is being paid in the form of cash and $1770,~~031,539.70~~747 in the form of the retirement of outstanding loans, including accrued interest, made by Mark Sarna and Sarna Family Limited Partnership to the Company. The ~~Agreement~~use ~~also~~of ~~provides~~funds ~~that~~of ~~MA Analytics, LLC has~~ the ~~option,~~cash ~~exercisable~~portion ~~over~~of the ~~next~~Purchase 18Price ~~months,~~is toallocated ~~purchase~~as anfollows: ~~additional~~(i) 10payment ~~percent~~of ~~(10%)~~certain ~~Membership~~Bridge ~~Interest~~Loans, in MAthe &aggregate ~~Associates~~principal ~~LLC~~amount atof a$150,000, 4%the topayment ~~10%~~of ~~valuation~~which ~~premium~~is ~~depending~~secured onby ~~when~~ the ~~Las~~proceeds ~~Vegas,~~of ~~Nevada~~the ~~testing~~sale ~~laboratory~~of ~~opens. Before~~the ~~any~~Membership ~~distributions~~Interest; ~~are~~(ii) ~~made~~payment ~~to the members~~ of MA$55,000 &to ~~Associates,~~Pazoo’s ~~LLC,~~corporate ~~certain~~counsel ~~existing~~(Heimerl ~~loans~~Law ~~made~~Firm) byrepresenting ~~Mark~~approximately ~~Sarna~~25% toof the ~~Company~~outstanding ~~and~~amount MAcurrently &due; ~~Associates~~and ~~LLC,~~(iii) ~~presently~~the ~~totaling~~remaining ~~approximately~~ $~~461~~20,000 inshall ~~principal~~be ~~and~~reserved ~~accrued~~for ~~interest,~~Company ~~will be repaid; thereafter~~expenses, ~~certain~~including ofany ~~the~~legal ~~remaining~~and ~~non-convertible~~compliance ~~loans~~costs ~~made by Mark Sarna and/or~~ associated ~~lenders~~with to the ~~Company,~~transaction. inThe ~~the~~Agreement ~~approximate~~contemplated ~~amount~~by ofthe ~~$304,000,~~LOI ~~may,~~will atalso ~~the~~provide ~~discretion~~that of MA Analytics, LLC, bewill ~~repaid~~assume ~~out~~certain ofobligations ~~the~~which ~~Company's~~may ~~thirty~~arise, ~~percent~~including ~~(30%)~~payment ~~profit~~of ~~participation~~certain ~~interest. The~~state ~~foregoing~~regulatory ~~description~~fees ofsuch ~~the~~as ~~Agreement~~filing ~~does~~fees. ~~not~~The ~~purport~~transaction, toas becontemplated ~~complete~~by ~~and~~the LOI, is ~~subject~~expected to ~~and~~close ~~qualified~~ in ~~its entirety by reference to~~ the ~~full~~second ~~text~~quarter of ~~the Agreement~~2023, asubject ~~copy~~to ofthe ~~which~~receipt isof ~~attached~~any ~~hereto~~applicable asregulatory ~~Exhibit 2~~approvals.~~1 and is incorporated herein by reference.~~

Item 9.01 Financial Statements and Exhibits.

	a.	Exhibits.
	2.1	Limited Liability Company Membership Interest Purchase Agreement entered into and effective November 22, 2017, by and among Pazoo, Inc., MA & Associates LLC and MA Analytics, LLC.*
	_______________
	*	The schedules to Exhibit 2.1 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pazoo, Inc. will furnish any schedules to the Securities and Exchange Commission upon request.

d. Exhibits.

~~Signatures~~2.1 Letter of Intent, dated October 24, 2022.

~~Pursuant to the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

Dated: November 29, 2017	PAZOO, INC. (Registrant)
	By:	/s/ Steve Basloe
		Steve Basloe / acting CEO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PAZOO, INC. (Registrant)

Dated: October 28, 2022		/s/ Steve Basloe
		Steve Basloe / President

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