Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'Pazoo, Inc. |
Document Type | 'S-1 |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001533427 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 101,409,500 |
Entity Public Float | $1,014,095 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
BALANCE_SHEETS_Audited
BALANCE SHEETS (Audited) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Current assets: | ' | ' | ||
Cash and cash equivalents | $35,848 | $130,556 | ||
Accounts receivable | 33,461 | 58,360 | ||
Inventories | 4,129 | 6,808 | ||
Prepaid expenses | 1,911 | 3,536 | ||
Allowance for Doubtful Accounts | ' | -13,300 | ||
Total current assets | 75,349 | 185,960 | ||
Total assets | 75,349 | 185,960 | ||
Current liabilities: | ' | ' | ||
Accounts payable | 64,846 | 19,081 | ||
Accrued liabilities | ' | 3,410 | ||
Loans payable | 3,000 | 18,302 | ||
Convertible debt | 1,849 | [1] | 0 | [1] |
Derivative liability | 172,049 | ' | ||
Total current liabilities | 241,744 | 40,793 | ||
Stockholders' equity (deficit): | ' | ' | ||
Common stock | 101,410 | 72,142 | ||
Convertible preferred stock, Series A | 9,234 | 5,543 | ||
Preferred stock, Series B | 1,187 | 1,375 | ||
Additional paid-in capital | 2,242,140 | 1,862,082 | ||
Retained earnings (accumulated deficit) | -2,520,366 | -1,795,975 | ||
Total stockholders' equity (deficit) | -166,395 | 145,167 | ||
Total liabilities and stockholders' equity (deficit) | $75,349 | $185,960 | ||
[1] | Net of discount of $48,151. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 980,000,000 | 980,000,000 |
Common Stock, Shares Issued | 101,409,500 | 72,142,000 |
Common Stock, Shares Outstanding | 101,409,500 | 72,142,000 |
Warrants Issued | 7,000,000 | 2,400,000 |
Warrants Outstanding | 7,000,000 | 2,400,000 |
Preferred Stock Series A | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 9,233,935 | 5,542,814 |
Preferred Stock, Shares Outstanding | 9,233,935 | 5,542,814 |
Preferred Stock Series B | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 2,500,000 | 2,500,000 |
Preferred Stock, Shares Issued | 1,187,500 | 1,375,000 |
Preferred Stock, Shares Outstanding | 1,187,500 | 1,375,000 |
Preferred Stock Series C | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 7,500,000 | 7,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
STATEMENT_OF_OPERATIONS_Audite
STATEMENT OF OPERATIONS (Audited) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Net sales | ' | ' |
Service Revenue - sales | ' | $105,000 |
Merchandise Sales - sales | 9,989 | 14,251 |
Advertising Sales - sales | 42,824 | ' |
Total Income | 52,813 | 119,251 |
Cost of goods sold | ' | ' |
Merchandise Sales - cost | 8,977 | 14,832 |
Total Cost of Goods Sold | 8,977 | 14,832 |
Gross profit (loss) | 43,836 | 104,419 |
Selling, general and administrative expenses | 418,778 | 1,479,035 |
Bad debt Expense | 60 | 13,300 |
Professional fees | 111,394 | 111,327 |
Website setup | 49,220 | 81,886 |
Total operating expenses | 579,452 | 1,685,548 |
Loss from operations | -535,616 | -1,581,129 |
Other expenses: | ' | ' |
Gain/loss on derivative liability | -122,049 | ' |
Interest expense | -25 | -60 |
Net loss | -657,690 | -1,581,189 |
Series A preferred stock dividend | -66,701 | -38,794 |
Net loss attributable to common stockholders | ($724,391) | ($1,619,983) |
Weighted average common shares outstanding - Basic and diluted | 85,655,534 | 60,904,780 |
Net loss per common share - Basic and diluted | ($0.01) | ($0.03) |
STATEMENT_OF_CASH_FLOWS_Audite
STATEMENT OF CASH FLOWS (Audited) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($657,690) | ($1,581,189) |
Common stock issued for services | 96,128 | 626,502 |
Warrants expense | ' | 9,936 |
Loss on derivative liability | 122,049 | ' |
Amortization of debt discount | 1,849 | ' |
Bad debt expense | 60 | 13,300 |
Accounts receivable (increase/decrease) | 11,539 | -58,360 |
Inventories (increase/decrease) | 2,679 | -3,448 |
Prepaid expenses and other current assets | 1,625 | -2,840 |
Accounts payable and accrued liabilities (increase/decrease) | 48,686 | -6,367 |
Net cash used in operating activities | -373,075 | -1,002,466 |
Cash flows from financing activities: | ' | ' |
Loans payable | 33,500 | ' |
Borrowings on convertible note | 50,000 | ' |
Proceeds from sale of Series A preferred stock | 194,867 | 1,130,000 |
Net cash provided by financing activities | 278,367 | 1,130,000 |
Net increase in cash and cash equivalents | -94,708 | 127,534 |
Cash and cash equivalents beginning of period | 130,556 | 3,022 |
Cash and cash equivalents end of period | 35,848 | 130,556 |
Noncash Investing and Financing Activities | ' | ' |
Common stock issued for the converstion of SeriesA preferred stock | 28,750 | 17,800 |
Series A preferred stock issued for SeriesA preferred stock dividend | 66,701 | 38,794 |
Debt discount | 50,000 | ' |
Preferred stock issued for settlement of debt | 55,133 | ' |
Conversion of preferred stock to common stock | 28,750 | ' |
Common stock cancellation | 2,000 | ' |
Payments of AP by third party | 6,331 | ' |
Series B preferred stock cancellation | $188 | ' |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) (USD $) | Total | Common Stock | Preferred Stock Series A | Preferred Stock Series B | Additional Paid-in Capital | Accumulated Deficit |
Balance, Value at Dec. 31, 2011 | ($40,082) | $48,182 | $2,400 | ' | $85,328 | ($175,992) |
Balance, Shares at Dec. 31, 2011 | ' | 48,182,000 | 2,400,000 | ' | ' | ' |
Common shares issued for services, Value | 626,502 | 6,160 | ' | ' | 620,342 | ' |
Common shares issued for services, Shares | ' | 6,160,000 | ' | ' | ' | ' |
Preferred shares issued for cash, Value | 1,130,000 | ' | 4,600 | ' | 1,125,400 | ' |
Preferred shares issued for cash, Shares | ' | ' | 4,600,000 | ' | ' | ' |
Preferred shares for services, Value | ' | ' | ' | 1,375 | -1,375 | ' |
Preferred shares for services, Shares | ' | ' | ' | 1,375,000 | ' | ' |
Conversion of Preferred Stock to Common Stock, Value | ' | 17,800 | -1,780 | ' | -16,020 | ' |
Conversion of Preferred Stock to Common Stock, Shares | ' | 17,800,000 | -1,780,000 | ' | ' | ' |
Warrants issued | 9,936 | ' | ' | ' | 9,936 | ' |
Stock dividend, Value | ' | ' | 323 | ' | 38,471 | -38,794 |
Stock dividend, Shares | ' | ' | 322,814 | ' | ' | ' |
Profit (loss) | -1,581,189 | ' | ' | ' | ' | -1,581,189 |
Balance, Value at Dec. 31, 2012 | 145,167 | 72,142 | 5,543 | 1,375 | 1,862,082 | -1,795,975 |
Balance, Shares at Dec. 31, 2012 | 72,142,000 | 72,142,000 | 5,542,814 | 1,375,000 | ' | ' |
Common shares issued for services, Value | 96,128 | 2,518 | ' | ' | 93,610 | ' |
Common shares issued for services, Shares | ' | 2,517,500 | ' | ' | ' | ' |
Conversion of Preferred Stock to Common Stock, Value | ' | 28,750 | -2,875 | ' | -25,875 | ' |
Conversion of Preferred Stock to Common Stock, Shares | ' | 28,750,000 | -2,875,000 | ' | ' | ' |
Preferred Stock and Preferred Stock warrants for cash, Value | 194,867 | ' | 4,872 | ' | 189,995 | ' |
Preferred Stock and Preferred Stock warrants for cash, Shares | ' | ' | 4,871,678 | ' | ' | ' |
Preferred Stock and Preferred Stock warrants for debt, Value | 55,133 | ' | 1,378 | ' | 53,755 | ' |
Preferred Stock and Preferred Stock warrants for debt, Shares | ' | ' | 1,378,322 | ' | ' | ' |
Preferred dividends, Value | ' | ' | 316 | ' | 66,385 | -66,701 |
Preferred dividends, Shares | ' | ' | 316,121 | ' | ' | ' |
Cancellation of preferred shares, Value | ' | ' | ' | -188 | 188 | ' |
Cancellation of preferred shares, Shares | ' | ' | ' | -187,500 | ' | ' |
Cancellation of common shares, Value | ' | -2,000 | ' | ' | 2,000 | ' |
Cancellation of common shares, Shares | ' | -2,000,000 | ' | ' | ' | ' |
Profit (loss) | -657,690 | ' | ' | ' | ' | -657,690 |
Balance, Value at Dec. 31, 2013 | ($166,395) | $101,410 | $9,234 | $1,188 | $2,242,140 | ($2,520,366) |
Balance, Shares at Dec. 31, 2013 | 101,409,500 | 101,409,500 | 9,233,935 | 1,187,500 | ' | ' |
Note_1Description_of_Business_
Note 1-Description of Business and Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes | ' | ||||||||||||||||
Note 1-Description of Business and Accounting Policies | ' | ||||||||||||||||
Note 1—DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES | |||||||||||||||||
Description of Business | |||||||||||||||||
We were incorporated as a C-Corporation in the State of Nevada as IUCSS, Inc. on November 16, 2010 and we established a fiscal year end of December 31. On May 9, 2011, we changed our name to Pazoo, Inc. to take advantage of unique branding and website opportunities. We 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 social community offering best-in-class health and wellness products for both people and pets; and 2) an important resource for consumers and professionals with diverse information about health and wellness. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7 (FAS7), "Accounting and Reporting by Development Stage Enterprises". The Company has devoted substantially all of its efforts to business planning and development, as well as allocating a substantial portion of its time and resources in bringing unique product offerings to the market. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The audited financial statements have been prepared by Pazoo, Inc. (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
In accordance with Generally Accepted Accounting Principles (GAAP) the preparation of 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. | |||||||||||||||||
On an ongoing 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 and conditions. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to the 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. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company’s 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. 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: | |||||||||||||||||
Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date. | |||||||||||||||||
Level 2: 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. | |||||||||||||||||
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. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as December 31, 2013 and 2012. | |||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
LIABILITIES: | |||||||||||||||||
Derivative liability- 2013 | - | - | 172,049 | 172,049 | |||||||||||||
Derivative liability- 2012 | - | - | - | - | |||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. | |||||||||||||||||
Stock Based Compensation | |||||||||||||||||
Total stock based compensation issued during 2013 and 2012 totaled $97,378 for 2,767,500 shares and $626,502 for 6,160,000 shares, respectively, issued to consultants. ASC 718 "Compensation - Stock Compensation" which codified SFAS No. 123 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" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services." 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. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
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. The Company is paid revenue from various advertising sources. Typically advertising revenue is based upon the activity reports received from the advertising brokers and revenue is paid in accordance with the broker agreements at varying intervals from 30 to 75 days following the close of the particular advertising period. The Company recognizes the revenue, and records the accounts receivable, upon receipt of the activity report from the broker. In the event payment is not received within 120 days of the due date, the Company with classify such amount as an account where collection is doubtful. At this time the Company has no reason to believe any accounts are not collectible and therefore no allowance for doubtful accounts has been made at this time for any advertising revenue. | |||||||||||||||||
Inventories | |||||||||||||||||
Inventory currently consists predominately of goods purchased from third party suppliers and does not include raw materials. Certain inventory contains expiration dates (“shelf life”) and the efficacy of any product which is held beyond its shelf life may be impaired. Our inventory reserve is zero. The company purchased most inventory in 2011 with very little purchases in 2012 and as such, there are some products that are approached the end of their shelf life and were subsequently written off in 2013. Inventory cost is determined using the weighted average cost method. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred 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. | |||||||||||||||||
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 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. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
The Company does not expect any recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. | |||||||||||||||||
Basic and Diluted Net Loss Per Common Share | |||||||||||||||||
Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted 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 stock 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. |
Note_2Going_Concern
Note 2-Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2-Going Concern | ' |
Note 2—GOING CONCERN | |
During 2013 and 2012, the Company incurred net losses of $657,690 and $1,581,189, respectively. This factor, among others, raises significant doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately attain profitability. Management believes that we can alleviate the facts and circumstances which indicate a going concern by expanding our services, expert advice and online products. |
Note_3Stockholders_Equity
Note 3-Stockholders' Equity | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Note 3-Stockholders' Equity | ' | ||||||||
Note 3—STOCKHOLDERS’ EQUITY | |||||||||
Preferred Stock | |||||||||
We have authorized 20 million shares of $0.001 par value Preferred Stock. The preferred shares available for issuance are 10,000,000 Series A Convertible Preferred Stock, 2,500,000 Series B Non-convertible Preferred Stock, and 7,500,000 Series C Non-convertible Preferred Stock. | |||||||||
The Series A Preferred Stock is convertible into ten shares of common stock for each Preferred share at the option of the holder, does not have voting rights and pays a Series A Preferred Stock dividend of 5% annually. The Company amended the Certificate of Designations of the Series A Preferred Stock amending the expiration date 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) $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. | |||||||||
The Series B Preferred Stock is non-convertible, does not pay a dividend, and contains voting rights at a ratio of 200 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. | |||||||||
The Series C Preferred Stock is non-convertible and has no voting rights, pays a common stock dividend from 2% to 12% annually. The Company amended the Certificate of Designations of the Series C Preferred Stock amending the 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) $0.001per 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. | |||||||||
In May 2013, we exchanged 1,360,580 Series A Preferred Stock and 1,360,580 Series A Preferred stock warrants to Integrated Capital Partners, Inc. (ICPI) for the conversion of $54,423 in loans payable. | |||||||||
In June 2013, we sold 187,500 Series A Preferred Stock and 187,500 Series A Preferred Stock warrants to ICPI at $0.04 per share for $7,500. | |||||||||
In July 2013, we sold 875,000 Series A Preferred Stock and 875,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $35,000. | |||||||||
In August 2013, we sold 875,000 Series A Preferred Stock and 875,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $35,000. | |||||||||
In September 2013, we sold 125,000 Series A Preferred Stock and 125,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $5,000. | |||||||||
In October 2013, we sold 362,500 Series A Preferred Stock and 362,500 Series A Preferred stock warrants to ICPI at $0.04 per share for $14,500. | |||||||||
In November 2013, we sold 150,000 Series A Preferred Stock and 150,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $6,000. | |||||||||
Also, in November 2013, we exchanged 17,742 Series A Preferred Stock and 17,742 Series A Preferred stock warrants to ICPI for $709 in loans payable. | |||||||||
In November 2013, we issued 2,296,678 Series A Preferred Stock and 2,296,678 Series A Preferred stock warrants to ICPI at $0.04 per share for $91,867. This investment completes the $250,000 investment commitment under the May 2013 Investment Agreement. | |||||||||
In December 2013, we recorded a preferred stock dividend of 316,121 shares of Series A Preferred Stock which represents payment of the 5% stated Series A Convertible Preferred Stock dividend (through December 31, 2013). This issuance will occur in the 1st quarter of 2014. | |||||||||
In August 2013, 187,500 Series B Preferred shares were sent back to the Company and cancelled for David Cunic, who stepped down as Chairman of the Board in 2012. | |||||||||
Total Series A Preferred shares outstanding as of December 31, 2013 were 9,233,935. | |||||||||
Common Stock | |||||||||
Issuances | |||||||||
In 2013, we issued a total of 2,517,500 common shares to experts who have agreed to be included in the “Our Experts” section of our Company website (www.pazoo.com). Each Expert has executed an expert services contract certain number of shares issued upon signing and further shares earned over the first year of the contract. The total stock compensation expense recorded was $96,128. As of December 31, 2013, there were 2,815,000 shares to be issued that will be earned through 2014. | |||||||||
In April 2013, we cancelled 2,000,000 common shares previously issued to Gotham Capital for an advisory agreement 2012. | |||||||||
During 2012, we issued an aggregate of 550,000 common shares to experts who have agreed to be included in the “Our Experts” section of our Company website. Each expert has executed an expert services contract which includes a certain number of shares issued upon signing and further shares earned over the first year of the contract. During 2012, an aggregate of $33,452 was expensed under these contracts. During 2012, we issued an additional 5,610,000 common shares for services valued at $593,050. | |||||||||
Total common shares outstanding as of December 31, 2012 were 101,409,500. | |||||||||
Conversions | |||||||||
In January 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 common shares pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In February 2013, ICPI converted 125,000 shares of Series A Convertible Preferred Stock into 1,250,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In April 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In May 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In June 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In July 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In August 2013, ICPI converted 400,000 shares of Series A Convertible Preferred Stock into 4,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In September 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In October 2013, ICPI converted 450,000 shares of Series A Convertible Preferred Stock into 4,500,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
In December 2013, ICPI converted 400,000 shares of Series A Convertible Preferred Stock into 4,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |||||||||
During 2012, we issued an aggregate of 17,800,000 common shares for the conversion of 1,780,000 shares of Series A Preferred Stock. | |||||||||
Warrants | |||||||||
Simultaneous with the issuance of Series A Preferred Stock in 2013, and under the Investment Agreement May 2013 we issued 6,250,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock at an exercise price of $0.05, subject to the terms of the warrant agreement between the warrant agent and us. The warrants are exercisable three years from the date of issue. No warrants have been exercised as of December 31, 2013. These warrants had negligible fair value at the time of issuance. | |||||||||
In connection with a termination and release agreement on or about April 2013, and related to compensation paid to Gotham Capital (Gotham) in 2012, we cancelled 2,000,000 common stock purchase warrants exercisable at an exercise price of $0.01 per share. | |||||||||
No warrants have been exercised as of December 31, 2013. | |||||||||
The following table presents the Series A preferred stock warrant activity during 2013 and 2012: | |||||||||
Weighted | |||||||||
Average | |||||||||
Warrants | Exercise Price | ||||||||
Outstanding - December 31, 2011 | - | $ | - | ||||||
Granted | 2,000,000 | 0.75 | |||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2012 | 2,000,000 | $ | 0.75 | ||||||
Granted | 6,232,258 | $ | 0.05 | ||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2013 | 8,232,258 | $ | 0.22 | ||||||
Exercisable – December 31, 2013 | 8,232,258 | $ | 0.22 | ||||||
The weighted average remaining life of the outstanding Series A preferred stock warrants as of December 31, 2013 and 2012 was 3.92 and 2.54 years, respectively. | |||||||||
The following table presents the common stock warrant activity during 2013 and 2012: | |||||||||
Weighted | |||||||||
Average | |||||||||
Warrants | Exercise Price | ||||||||
Outstanding - December 31, 2011 | 2,400,000 | $ | 0.05 | ||||||
Granted | 4,600,000 | $ | 0.05 | ||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2012 | 7,000,000 | $ | 0.04 | ||||||
Granted | $ | ||||||||
Forfeited/canceled | -2,000,000 | $ | 0.05 | ||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2013 | 5,000,000 | $ | 0.05 | ||||||
Exercisable – December 31, 2013 | 5,000,000 | $ | 0.05 | ||||||
The weighted average remaining life of the outstanding Series A common stock warrants as of December 31, 2013 and 2012 was 1.26 and 2.55 years, respectively. |
Note_4Related_Party_Transactio
Note 4-Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 4-Related Party Transactions | ' |
Note 4—RELATED PARTY TRANSACTIONS | |
Related Party Transactions | |
Steve Basloe has an equity ownership interest in Pazoo and is the Chairman of the Board and the President of Pazoo. He is also the owner of SMB Marketing. SMB Marketing signed a consulting agreement with Pazoo in June 2013 to create strategy and execute against this plan to roll out the design and production of Pazoo.com and the content for Pazoo.com. The agreement is for a term of two years and requires weekly compensation of $1,000. During 2013, he received $14,750 in relation to this agreement. | |
In April 2012 Pazoo entered into a consulting agreement with DMC Athletics & Rehabilitation, Inc. (DMC) to render such advice, consultation, information, and services to the Directors and/or Officers of Pazoo regarding general business and marketing matters including, but not limited to the following: advice on structure of the organization, organization of sales team, prospecting new partners/vendor relationships and clients, and positioning of Pazoo into promotional and healthcare marketing, whether through Pazoo’s website (www.Pazoo.com), or by some other means, as well as professional physical therapy sessions performed by David M. Cunic (at that time an equity owner of DMC and an equity owner of Pazoo and is a Board Member and the CEO of Pazoo) for, or on behalf of, Pazoo. DMC and Pazoo mutually agreed to terminate the consulting agreement in November 2012. | |
In October 2012 Pazoo entered into a binding letter of intent for the acquisition of DMC. Pazoo extended the Letter of Intent until June 30, 2013 to afford DMC an opportunity to recover from the business losses suffered by DMC due to Superstorm Sandy. Upon further management evaluation, Pazoo declined to acquire DMC. | |
Gina Morreale was previously employed as Secretary/Treasurer for Pazoo and was concurrently employed by ICPI, a Series A Convertible Preferred Stock holder. In September 2011, Ben Hoehn assumed the role of Chief Operating Officer and replaced Gina Morreale as Secretary/Treasurer. Since that time Gina Morreale had no affiliation with Pazoo other than being a shareholder. |
Note_5Convertible_Note_and_Der
Note 5-Convertible Note and Derivative Liabilities | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 5-Convertible Note and Derivative Liabilities | ' | ||||
Note 5—CONVERTIBLE NOTE AND DERIVATIVE LIABILITIES | |||||
On December 4, 2013 the Company entered into a $500,000 Promissory Note with JMJ Financial. (Attached as Exhibit 99.02 to the Company's Form 8-K filed December 17, 2013). Under the terms, the Company will receive one or more installments on a periodic basis and will have 90 days for the date of each installment in which to repay the principal amount of the loan and interest. In the event repayment is not made within the 90 day period, JMJ shall have the right to convert any unpaid sums into common stock of the Company at the rate of the lesser of $.05 per share or 60% of the lowest trade reported in the 25 days prior to conversion. As of December 31, 2013, the Company received $50,000 of the note. | |||||
During 2013, the Company recorded a discount of $50,000 on the note of which $1,849 was amortized as of yearend. | |||||
The following table summarizes the changes in the derivative liabilities during 2013: | |||||
Balance as of December 31, 2012 | $ | - | |||
Additions to derivative liability related to warrants | 93,662 | ||||
Discount | 50,000 | ||||
Initial loss on convertible note | 28,387 | ||||
Ending balance as of December 31, 2013 | $ | 172,049 | |||
The Company uses the Black Scholes Option Pricing Model to value its option based derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 208%, risk free rate of 0.30% and an expected term equal to the remaining term of the note. | |||||
There were 5,000,000 common stock warrants outstanding on the date the convertible note agreement was entered into which became tainted. These warrants were valued using the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 208%, risk free rate of 0.38% and an expected term equal to the remaining exercise term of the warrants. |
Note_6Fair_Value_Measurements_
Note 6-Fair Value Measurements and Derivative Liabiliity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes | ' | ||||||||||||||||
Note 6-Fair Value Measurements and Derivative Liabiliity | ' | ||||||||||||||||
Note 6—FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILIITY | |||||||||||||||||
The Company evaluates all of it 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. | |||||||||||||||||
Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Under ASC-815 the conversion options embedded in the notes payable described in Note 5 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement. | |||||||||||||||||
During 2013, the Company entered into one convertible note agreement. The conversion option and the outstanding common stock warrants on that date which were tainted by the convertible note were classified as derivative liabilities at their fair value on the date of issuance. | |||||||||||||||||
As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||||||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | |||||||||||||||||
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as December 31, 2013. | |||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
LIABILITIES: | |||||||||||||||||
Derivative liability- 2013 | - | - | 172,049 | 172,049 | |||||||||||||
Derivative liability- 2012 | - | - | - | - | |||||||||||||
Note_7Income_Taxes
Note 7-Income Taxes | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 7-Income Taxes | ' | ||||
Note 7—INCOME TAXES | |||||
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2013 and 2012, the company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $2,411,838 at December 31, 2013, and will expire in the years 2031 – 2033. | |||||
Internal Revenue Section 382 restricts the ability to use these carryforwards whenever an ownership change as defined occurs. | |||||
At December 31, 2013, deferred tax assets consisted of the following: | |||||
31-Dec-13 | |||||
Deferred tax assets | |||||
Net operating losses | $ | 767,134 | |||
Less: valuation allowance | (767,134 | ) | |||
Net deferred tax asset | $ | 0 | |||
At December 31, 2012, deferred tax assets consisted of the following: | |||||
31-Dec-12 | |||||
Deferred tax assets | |||||
Net operating losses | $ | 395,061 | |||
Less: valuation allowance | $ | (395,061 | ) | ||
Net deferred tax asset | $ | 0 | |||
Note_8Loans_Payable
Note 8-Loans Payable | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 8-Loans Payable | ' |
Note 8—LOANS PAYABLE | |
In June 2013 Pazoo, Inc. entered into a Promissory note totaling $9,000 with ICPI for expenses paid directly to vendors. In November 2013, $6,000 was converted into 150,000 Series A Preferred shares. ICPI is a Series A Preferred stockholder. As of December 31, $3,000 still remains outstanding. |
Note_9Subsequent_Events
Note 9-Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 9-Subsequent Events | ' |
Note 9—SUBSEQUENT EVENTS | |
In accordance with FASB ASC 855-10-50-1 we evaluated our subsequent events through May 13, 2014. | |
In April 2014 the Company issued 125,000 shares of Series A Preferred Stock to ICPI in exchange for $125,000, in accordance with Investment Agreement No. 4 | |
Simultaneous with the issuance of Series A Preferred Stock in April 2014, and under the Investment Agreement No. 4 we issued 125,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock at an exercise price of $2.00, subject to the terms of the warrant agreement between the warrant agent and us. | |
In April 2014, the Company entered into a Equity Purchase Agreement and Securities Purchase Agreement with Premier Venture Partners, LLC “Premier”) whereby Premier is obligated, providing the Company has met certain conditions including the filing or a Form S-1 Registration Statement for the shares to be acquired, to purchase up to Five Million Dollars ($5,000,000) of the Company’s common stock at the rates set forth in the Equity Purchase Agreement. Under the Equity Purchase Agreement the shares are purchased at the discretion of the Company by issuing a Put Notice when funds are needed. The Securities Purchase Agreement is a facility whereby the Company will receive $22,500 (pursuant to two Convertible Promissory Notes. | |
In April 2014, the Company entered into a $10,000 Convertible Promissory Note (the “Note”) with Premier Venture Partners, LLC. Under the terms of the Note the Company’s will receive $10,000 for the preparation and filing of the Form S-1 Registration Statement required for the Equity Purchase Agreement (See, Section 2.01 above). Premier Venture Partners, LLC shall have the right to convert any unpaid sums into common stock of the Company at the rate of the lesser of $.03 per share or 50% of the lowest trade reported in the 10 days prior to date of conversion. A second Convertible Promissory Note, in the amount of $12,500, will be issued after the Form S-1 Registration Statement is filed in order to cover any additional expense of making the Form S-1 Registration Statement effective. | |
In April 2014, the Company agreed to buy a 40% equity interest in MA and Associates, LLC for $2,000,000 and 150,000 shares of the Company’s Series C Preferred Stock. MA is in the process of becoming a licensed medical marijuana testing laboratory in the State of Nevada. The Company made a $50,000 down payment in March 2014. | |
In May 2014, the Company entered into a 12% Convertible Note (the “Note”) with JSJ Investments, Inc. (“JSJ”) in the amount of $100,000. Prior to October 28, 2014, the Company may redeem the Note for a $150,000. Thereafter, JSJ may convert the Note into common stock of the company at a stated discount of 50% based on the average of the lowest three trades in the previous ten days, or $0.06 per share. | |
In May 2014 the Company issued 25,000 shares of Series A Preferred Stock to ICPI in exchange for $25,000, in accordance with Investment Agreement No. 4. | |
Simultaneous with the issuance of Series A Preferred Stock in May 2014, and under the Investment Agreement No. 4 we issued 25,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock at an exercise price of $2.00, subject to the terms of the warrant agreement between the warrant agent and us. | |
Note_1Description_of_Business_1
Note 1-Description of Business and Accounting Policies: Description of Business (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Description of Business | ' |
Description of Business | |
We were incorporated as a C-Corporation in the State of Nevada as IUCSS, Inc. on November 16, 2010 and we established a fiscal year end of December 31. On May 9, 2011, we changed our name to Pazoo, Inc. to take advantage of unique branding and website opportunities. We 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 social community offering best-in-class health and wellness products for both people and pets; and 2) an important resource for consumers and professionals with diverse information about health and wellness. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7 (FAS7), "Accounting and Reporting by Development Stage Enterprises". The Company has devoted substantially all of its efforts to business planning and development, as well as allocating a substantial portion of its time and resources in bringing unique product offerings to the market. |
Note_1Description_of_Business_2
Note 1-Description of Business and Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The audited financial statements have been prepared by Pazoo, Inc. (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. |
Note_1Description_of_Business_3
Note 1-Description of Business and Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
In accordance with Generally Accepted Accounting Principles (GAAP) the preparation of 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. | |
On an ongoing 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 and conditions. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to the 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. |
Note_1Description_of_Business_4
Note 1-Description of Business and Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Policies | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company’s 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. 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: | |||||||||||||||||
Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date. | |||||||||||||||||
Level 2: 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. | |||||||||||||||||
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. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as December 31, 2013 and 2012. | |||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
LIABILITIES: | |||||||||||||||||
Derivative liability- 2013 | - | - | 172,049 | 172,049 | |||||||||||||
Derivative liability- 2012 | - | - | - | - |
Note_1Description_of_Business_5
Note 1-Description of Business and Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. |
Note_1Description_of_Business_6
Note 1-Description of Business and Accounting Policies: Stock Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Stock Based Compensation | ' |
Stock Based Compensation | |
Total stock based compensation issued during 2013 and 2012 totaled $97,378 for 2,767,500 shares and $626,502 for 6,160,000 shares, respectively, issued to consultants. ASC 718 "Compensation - Stock Compensation" which codified SFAS No. 123 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" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services." 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. |
Note_1Description_of_Business_7
Note 1-Description of Business and Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
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. The Company is paid revenue from various advertising sources. Typically advertising revenue is based upon the activity reports received from the advertising brokers and revenue is paid in accordance with the broker agreements at varying intervals from 30 to 75 days following the close of the particular advertising period. The Company recognizes the revenue, and records the accounts receivable, upon receipt of the activity report from the broker. In the event payment is not received within 120 days of the due date, the Company with classify such amount as an account where collection is doubtful. At this time the Company has no reason to believe any accounts are not collectible and therefore no allowance for doubtful accounts has been made at this time for any advertising revenue. |
Note_1Description_of_Business_8
Note 1-Description of Business and Accounting Policies: Inventories (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Inventories | ' |
Inventories | |
Inventory currently consists predominately of goods purchased from third party suppliers and does not include raw materials. Certain inventory contains expiration dates (“shelf life”) and the efficacy of any product which is held beyond its shelf life may be impaired. Our inventory reserve is zero. The company purchased most inventory in 2011 with very little purchases in 2012 and as such, there are some products that are approached the end of their shelf life and were subsequently written off in 2013. Inventory cost is determined using the weighted average cost method. |
Note_1Description_of_Business_9
Note 1-Description of Business and Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
Deferred 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. | |
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 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. |
Recovered_Sheet1
Note 1-Description of Business and Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company does not expect any recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. |
Recovered_Sheet2
Note 1-Description of Business and Accounting Policies: Basic and Diluted Net Loss Per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Basic and Diluted Net Loss Per Common Share | ' |
Basic and Diluted Net Loss Per Common Share | |
Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted 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 stock 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. |
Note_3Stockholders_Equity_Pref
Note 3-Stockholders' Equity: Preferred Stock (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Preferred Stock | ' |
Preferred Stock | |
We have authorized 20 million shares of $0.001 par value Preferred Stock. The preferred shares available for issuance are 10,000,000 Series A Convertible Preferred Stock, 2,500,000 Series B Non-convertible Preferred Stock, and 7,500,000 Series C Non-convertible Preferred Stock. | |
The Series A Preferred Stock is convertible into ten shares of common stock for each Preferred share at the option of the holder, does not have voting rights and pays a Series A Preferred Stock dividend of 5% annually. The Company amended the Certificate of Designations of the Series A Preferred Stock amending the expiration date 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) $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. | |
The Series B Preferred Stock is non-convertible, does not pay a dividend, and contains voting rights at a ratio of 200 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. | |
The Series C Preferred Stock is non-convertible and has no voting rights, pays a common stock dividend from 2% to 12% annually. The Company amended the Certificate of Designations of the Series C Preferred Stock amending the 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) $0.001per 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. | |
In May 2013, we exchanged 1,360,580 Series A Preferred Stock and 1,360,580 Series A Preferred stock warrants to Integrated Capital Partners, Inc. (ICPI) for the conversion of $54,423 in loans payable. | |
In June 2013, we sold 187,500 Series A Preferred Stock and 187,500 Series A Preferred Stock warrants to ICPI at $0.04 per share for $7,500. | |
In July 2013, we sold 875,000 Series A Preferred Stock and 875,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $35,000. | |
In August 2013, we sold 875,000 Series A Preferred Stock and 875,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $35,000. | |
In September 2013, we sold 125,000 Series A Preferred Stock and 125,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $5,000. | |
In October 2013, we sold 362,500 Series A Preferred Stock and 362,500 Series A Preferred stock warrants to ICPI at $0.04 per share for $14,500. | |
In November 2013, we sold 150,000 Series A Preferred Stock and 150,000 Series A Preferred stock warrants to ICPI at $0.04 per share for $6,000. | |
Also, in November 2013, we exchanged 17,742 Series A Preferred Stock and 17,742 Series A Preferred stock warrants to ICPI for $709 in loans payable. | |
In November 2013, we issued 2,296,678 Series A Preferred Stock and 2,296,678 Series A Preferred stock warrants to ICPI at $0.04 per share for $91,867. This investment completes the $250,000 investment commitment under the May 2013 Investment Agreement. | |
In December 2013, we recorded a preferred stock dividend of 316,121 shares of Series A Preferred Stock which represents payment of the 5% stated Series A Convertible Preferred Stock dividend (through December 31, 2013). This issuance will occur in the 1st quarter of 2014. | |
In August 2013, 187,500 Series B Preferred shares were sent back to the Company and cancelled for David Cunic, who stepped down as Chairman of the Board in 2012. | |
Total Series A Preferred shares outstanding as of December 31, 2013 were 9,233,935. |
Note_3Stockholders_Equity_Comm
Note 3-Stockholders' Equity: Common Stock (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Common Stock | ' |
Common Stock | |
Issuances | |
In 2013, we issued a total of 2,517,500 common shares to experts who have agreed to be included in the “Our Experts” section of our Company website (www.pazoo.com). Each Expert has executed an expert services contract certain number of shares issued upon signing and further shares earned over the first year of the contract. The total stock compensation expense recorded was $96,128. As of December 31, 2013, there were 2,815,000 shares to be issued that will be earned through 2014. | |
In April 2013, we cancelled 2,000,000 common shares previously issued to Gotham Capital for an advisory agreement 2012. | |
During 2012, we issued an aggregate of 550,000 common shares to experts who have agreed to be included in the “Our Experts” section of our Company website. Each expert has executed an expert services contract which includes a certain number of shares issued upon signing and further shares earned over the first year of the contract. During 2012, an aggregate of $33,452 was expensed under these contracts. During 2012, we issued an additional 5,610,000 common shares for services valued at $593,050. | |
Total common shares outstanding as of December 31, 2012 were 101,409,500. | |
Conversions | |
In January 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 common shares pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In February 2013, ICPI converted 125,000 shares of Series A Convertible Preferred Stock into 1,250,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In April 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In May 2013, ICPI converted 300,000 shares of Series A Convertible Preferred Stock into 3,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In June 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In July 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In August 2013, ICPI converted 400,000 shares of Series A Convertible Preferred Stock into 4,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In September 2013, ICPI converted 200,000 shares of Series A Convertible Preferred Stock into 2,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In October 2013, ICPI converted 450,000 shares of Series A Convertible Preferred Stock into 4,500,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
In December 2013, ICPI converted 400,000 shares of Series A Convertible Preferred Stock into 4,000,000 shares of Common Stock pursuant to, and in accordance with, an Investment Agreement dated January 3, 2011 (See, Exhibit 99.01, of the Company’s Form S-1 filed with the Securities and Exchange Commission on November 18, 2011). | |
During 2012, we issued an aggregate of 17,800,000 common shares for the conversion of 1,780,000 shares of Series A Preferred Stock. |
Note_3Stockholders_Equity_Warr
Note 3-Stockholders' Equity: Warrants (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Policies | ' | ||||||||
Warrants | ' | ||||||||
Warrants | |||||||||
Simultaneous with the issuance of Series A Preferred Stock in 2013, and under the Investment Agreement May 2013 we issued 6,250,000 warrants to ICPI which entitles its owner to purchase one share of Series A Preferred Stock for each Series A Preferred Stock at an exercise price of $0.05, subject to the terms of the warrant agreement between the warrant agent and us. The warrants are exercisable three years from the date of issue. No warrants have been exercised as of December 31, 2013. These warrants had negligible fair value at the time of issuance. | |||||||||
In connection with a termination and release agreement on or about April 2013, and related to compensation paid to Gotham Capital (Gotham) in 2012, we cancelled 2,000,000 common stock purchase warrants exercisable at an exercise price of $0.01 per share. | |||||||||
No warrants have been exercised as of December 31, 2013. | |||||||||
The following table presents the Series A preferred stock warrant activity during 2013 and 2012: | |||||||||
Weighted | |||||||||
Average | |||||||||
Warrants | Exercise Price | ||||||||
Outstanding - December 31, 2011 | - | $ | - | ||||||
Granted | 2,000,000 | 0.75 | |||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2012 | 2,000,000 | $ | 0.75 | ||||||
Granted | 6,232,258 | $ | 0.05 | ||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2013 | 8,232,258 | $ | 0.22 | ||||||
Exercisable – December 31, 2013 | 8,232,258 | $ | 0.22 | ||||||
The weighted average remaining life of the outstanding Series A preferred stock warrants as of December 31, 2013 and 2012 was 3.92 and 2.54 years, respectively. | |||||||||
The following table presents the common stock warrant activity during 2013 and 2012: | |||||||||
Weighted | |||||||||
Average | |||||||||
Warrants | Exercise Price | ||||||||
Outstanding - December 31, 2011 | 2,400,000 | $ | 0.05 | ||||||
Granted | 4,600,000 | $ | 0.05 | ||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2012 | 7,000,000 | $ | 0.04 | ||||||
Granted | $ | ||||||||
Forfeited/canceled | -2,000,000 | $ | 0.05 | ||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2013 | 5,000,000 | $ | 0.05 | ||||||
Exercisable – December 31, 2013 | 5,000,000 | $ | 0.05 | ||||||
The weighted average remaining life of the outstanding Series A common stock warrants as of December 31, 2013 and 2012 was 1.26 and 2.55 years, respectively. |
Recovered_Sheet3
Note 1-Description of Business and Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
LIABILITIES: | |||||||||||||||||
Derivative liability- 2013 | - | - | 172,049 | 172,049 | |||||||||||||
Derivative liability- 2012 | - | - | - | - |
Note_3Stockholders_Equity_Warr1
Note 3-Stockholders' Equity: Warrants: Schedule of Redeemable Preferred Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Redeemable Preferred Stock | ' | ||||||||
Weighted | |||||||||
Average | |||||||||
Warrants | Exercise Price | ||||||||
Outstanding - December 31, 2011 | - | $ | - | ||||||
Granted | 2,000,000 | 0.75 | |||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2012 | 2,000,000 | $ | 0.75 | ||||||
Granted | 6,232,258 | $ | 0.05 | ||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2013 | 8,232,258 | $ | 0.22 | ||||||
Exercisable – December 31, 2013 | 8,232,258 | $ | 0.22 |
Note_3Stockholders_Equity_Warr2
Note 3-Stockholders' Equity: Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||||
Weighted | |||||||||
Average | |||||||||
Warrants | Exercise Price | ||||||||
Outstanding - December 31, 2011 | 2,400,000 | $ | 0.05 | ||||||
Granted | 4,600,000 | $ | 0.05 | ||||||
Forfeited/canceled | - | - | |||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2012 | 7,000,000 | $ | 0.04 | ||||||
Granted | $ | ||||||||
Forfeited/canceled | -2,000,000 | $ | 0.05 | ||||||
Exercised | - | - | |||||||
Outstanding - December 31, 2013 | 5,000,000 | $ | 0.05 | ||||||
Exercisable – December 31, 2013 | 5,000,000 | $ | 0.05 |
Note_5Convertible_Note_and_Der1
Note 5-Convertible Note and Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||
Balance as of December 31, 2012 | $ | - | |||
Additions to derivative liability related to warrants | 93,662 | ||||
Discount | 50,000 | ||||
Initial loss on convertible note | 28,387 | ||||
Ending balance as of December 31, 2013 | $ | 172,049 |
Note_7Income_Taxes_Schedule_of
Note 7-Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||
31-Dec-13 | |||||
Deferred tax assets | |||||
Net operating losses | $ | 767,134 | |||
Less: valuation allowance | (767,134 | ) | |||
Net deferred tax asset | $ | 0 |
Recovered_Sheet4
Note 1-Description of Business and Accounting Policies: Stock Based Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Stock Issued During Period, Value, Share-based Compensation, Gross | $97,378 | $626,502 |
Stock Granted During Period, Shares, Share-based Compensation | 2,767,500 | 6,160,000 |
Note_2Going_Concern_Details
Note 2-Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Net loss | $657,690 | $1,581,189 |
Note_3Stockholders_Equity_Comm1
Note 3-Stockholders' Equity: Common Stock (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 2,517,500 | ' |
Common stock issued for services | $96,128 | $626,502 |
Common Stock, Shares Outstanding | 101,409,500 | 72,142,000 |
Note_5Convertible_Note_and_Der2
Note 5-Convertible Note and Derivative Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Details | ' | ' | ||
Convertible debt | $1,849 | [1] | $0 | [1] |
[1] | Net of discount of $48,151. |
Note_7Income_Taxes_Details
Note 7-Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $2,411,838 | ' |
Deferred Tax Assets, Operating Loss Carryforwards | 767,134 | 395,061 |
Deferred Tax Assets, Valuation Allowance | -767,134 | -395,061 |
Deferred Tax Assets, Net of Valuation Allowance | $0 | $0 |
Note_7Income_Taxes_Schedule_of1
Note 7-Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards | $767,134 | $395,061 |
Deferred Tax Assets, Valuation Allowance | -767,134 | -395,061 |
Deferred Tax Assets, Net of Valuation Allowance | $0 | $0 |
Note_8Loans_Payable_Details
Note 8-Loans Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Loans payable | $3,000 | $18,302 |