S-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM S-1

________________________

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PAZOO, INC.

(Exact name of registrant as specified in its charter)

Nevada	5961	27-3984713
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

15A Saddle Road

Cedar Knolls,  NJ 07927-1901

Telephone Number – (973) 455-0970

(Address, including zip code,

and telephone number,

including area code, of registrant’s

principal executive offices)

Sandra Miller

711 South Carson Street

Suite 4, Carson City, NV 89701-5292

Telephone Number - 775-882-4641

(Name, address, including zip code,

and telephone number,

including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: The Company is not making an initial public offering of its common stock.  Only those shares previously issued, and those shares into which previously issued Series A Convertible Preferred Stock (Series A Preferred Stock) are convertible into, are being registered pursuant to this Form S-1.  Current stock holders may re-sell their shares into the public market as soon as practical after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price  per Unit(1)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(3)
Common stock,  $0.001par  value per share	68,182,000 shares	$	0.005	$	340,910.00	$	39.06

(1) 48,182,000 shares are being registered by the Security Holders and 20,000,000 of shares of common stock reserved for the conversion of Series A Preferred Stock and bear no relationship to assets, earnings, or any other valuation criteria.  No assurance can be given that the shares will have a market value or that they may be sold at this, or at any price.

(2) The Company is not making an initial public offering of its common stock.  Only those shares previously issued, and those shares into which previously issued Series A Preferred Stock are convertible into, are being registered pursuant to this Form S-1.

(3) The registration fee is calculated in accordance with Rule 457(i) of the Securities Act, based upon the fixed price of the Series A Preferred Stock giving effect for the conversion of the Series A Preferred Stock. 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, Dated  November 17, 2011

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PROSPECTUS

Pazoo, Inc.

68,182,000

SHARES OF COMMON STOCK

The shareholders named in this prospectus are registering up to 48,182,000 shares of common stock and 20,000,000 shares of common stock issuable upon conversion of the Series A Preferred Stock, for a total of 68,182,000 shares, through this prospectus. We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities. We have not set an offering price for these securities.

Our common stock is presently not traded on any market or securities exchange. Although we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board (“OTCBB”), public trading of our common stock may never materialize. If our common stock becomes traded on the OTCBB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders. We intend to seek quotation of our common stock on the OTCBB immediately following the effectiveness of the Registration Statement of which this Prospectus is a part.

TO ANALYZE ANY OF THE SHARES COVERED BY THIS PROSPECTUS, CAREFULLY READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 6. YOU SHOULD BE PREPARED TO ACCEPT ANY AND ALL OF THE RISKS ASSOCIATED WITH PURCHASING THE SHARES, INCLUDING A LOSS OF ALL OF YOUR INVESTMENT.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.  The prospectus is not an offer to sell these securities and the registrant is not soliciting an offer to buy these securities in any state.

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The Date of This Prospectus Is:  November 17, 2011

Table of Contents

	Page
Prospectus Summary	2
Summary of Financial Information	5
Risk Factors	6
Use of Proceeds	18
Determination of Offering Price	18
Dilution	18
Selling Shareholders	19
Plan of Distribution	24
Description of Securities	28
Market for Common Equity and Related Stockholder Matters	30
Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Description of Business	34
Directors, Executive Officers, Promoters And Control Persons	38
Executive Compensation	41
Security Ownership of Certain Beneficial Owners and Management	42
Financial Statements	44
Exhibits	58
Signatures	59

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Company,” “we,” “us” and “our” refer to PAZOO, Inc..

PAZOO, INC

Organization

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 developmental stage company formed for the purpose of offering a complete selection of nutritional foods/supplements, wellness goods, fitness apparel, and healthy advice. We believe that total and complete health should be easy for consumers to achieve and our focus is to use average everyday items to help consumers achieve total health and well-being.

On inception of November 16, 2010 we issued 45,000,000 shares of our common stock with no cost basis to four individuals.  The share amounts were issued as follows: 15,000,000 shares to our Chief Executive Officer, David Cunic, 15,000,000 shares to our President, Steve Basloe, 12,500,000 shares to our Chief Financial Officer, Gregory Jung, and 2,500,000 shares to our then Secretary and Treasurer, Gina Morreale.  In September 2011 we added Ben Hoehn who replaced Gina Morreale as Secretary and Treasurer, and also assumed the duties of Chief Operating Officer.  Mr. Hoehn also received 2,500,000 shares of the company. On inception we issued 600,000 shares of Common Stock valued at $0.005 per share to three consultants for services to be performed in 2011. We also issued 2,000,000 shares of our Series A Preferred Stock to an accredited investor, Integrated Capital Partners, Inc. (“ICPI”) at $0.05 per share valued at $100,000.  See “Preferred Stock”.  In addition, from July 2011 through September 2011, we issued 82,000 shares of our Common Stock par value $0.001 to 41 individuals in exchange for evaluation of our website functionality and beta testing logistics.  Our principal executive office is located at 15A Saddle Road, Cedar Knolls, NJ 07927 and our telephone number is 973-455-0970.  Our primary website is www.pazoo.com.

Since November 16, 2010 (our inception) to September 30, 2011 we have generated $636 in product revenues and have a cumulative net loss of $123,288.  Although we have had limited operations, our mini website became fully operational in August 2011 with sales through Amazon.com in two months with 3 product offerings.  Our goal is to increase our product offerings and spend heavily on marketing and branding initiatives.  We anticipate generating significant revenues within twelve months of the date of this filing.  As set forth in the investment agreement with ICPI (See Investment Agreement - Exhibit 99.1), we believe we have secured sufficient working capital to fund our development activities for the next 24 months without the need to seek additional financing.  We currently have four officers and three Board of Directors members.  These individuals allocate time and personal resources to us and devote on average approximately 40 hours per week to Pazoo, Inc.  As of the date of this Prospectus, we have 48,182,000 shares of $0.001 par value common stock issued and outstanding, which is owned by 53shareholders.

By consent of the Board of Directors, we have authorized 20,000,000 shares of Preferred Stock consisting of 10,000,000 Series A Convertible Preferred Stock, 2,500,000 Series B Non-Convertible Preferred Stock (Series B Preferred Stock), and 7,500,000 Series C Non-Convertible Preferred Stock (Series C Preferred Stock).  The Preferred classes of stock are structured as follows: Series A Preferred Stock is convertible into common stock at 10:1, pays a 5% common stock dividend, and is non-voting.  Series B Preferred Stock is non-convertible, non-dividend paying, and has voting rights at 200:1.  Series C Preferred Stock is non-convertible, pays a common stock dividend of 2% to 12%, and is non-voting.  See Exhibit A of the Investment Agreement.  As of the date of this filing only 2,000,000 shares of Series A Preferred Stock have been sold and only those shares into which those Series A Preferred Stock are convertible (20,000,000 shares common) are being registered hereunder.

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THE OFFERING

We have 48,182,000 shares of common stock issued and outstanding and are registering these shares on behalf of 53 certain individuals (“Selling Security Holders”) named under Selling Security Holders within this registration statement. The Selling Security Holders may sell all 48,182,000 shares of their common stock after this registration becomes effective, contingent upon the Company being traded on any market or securities exchange. We will not receive any proceeds from the sale of the common stock by the Selling Security Holders.   We are also registering 20,000,000 shares of common stock issuable upon conversion of the Series A Preferred Stock sold prior to the filing of this Registration Statement.  In the event no conversion takes place, or less than the reserved amount of common stock is issued upon conversion, the remainder of any reserved shares will be retired.

The following is a brief summary of this offering. Please see the “Plan of Distribution” section for a more detailed description of the terms of the offering.

Securities being offered by the Selling Security Holders, common stock, $0.001 par value	48,182,000 shares of common stock, $0.001 par value issued to Pazoo’s officers, directors and additional individuals through market research participation, and 20,000,000 shares of common stock issuable upon conversion of the Series A Preferred Stock, for a total of 68,182,000 shares.
Offering Price per Share by the Selling Security Holders:	All shares being registered may be sold by existing shareholders without our involvement.  Until such time as our Stock is quoted on the OTCBB (see below), the initial offering price shall be $0.005.  Thereafter, the actual price of the stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.
Offering Period:	Given that we are not offering shares for sale, we have no specific offering period.
Number of Shares Outstanding Before the Offering:	See “Offering Period”.  48,182,000 common shares are currently issued and outstanding are being registered under this prospectus by the Selling Security Holders.  Additionally, 20,000,000 shares are being registered for the conversion of the Series A Preferred Stock.
Minimum number of shares to be sold in this Offering:	None.
Use of Proceeds	We are not selling any shares of the common stock covered by this prospectus.  We will not receive any of the proceeds from the sale of the common stock of the Selling Security Holders. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, were approximately $14,600.
Termination of the offering	Given that we are not offering shares for sale, we have no specific termination of the offering.
Terms of the offering	The Selling Security holders will determine when and how they will sell the common stock offered in this prospectus.
Trading Market:	None. We will seek a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) in order to apply for the inclusion of the common stock in the Over-the-Counter Bulletin Board (“OTCBB”); however, such efforts may not be successful and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. In addition, no estimate may be given as to the time that this application process will require. Even if our common stock is quoted or granted listing, a market for the common shares may not develop.

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The Selling Security Holders named in this prospectus are registering all of the shares of common stock through this prospectus and are doing so for their own account.

We will not receive any of the proceeds from the resale of these shares.

SUMMARY OF FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” and the “Financial Statements and Notes” thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from November 16, 2010 (inception) through September 30, 2011 should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

Balance Sheet Data:	As at September 30, 2011
Current assets	$	16,551
Total assets	$	16,551
		-
Current liabilities	$	23,929
Total liabilities	$	23,929
Stockholders’ equity	$	(7,378)

Statement of Operations:	November 16, 2010 (Inception) through September 30, 2011
Revenues	$	636
Cost of Goods Sold		390
Gross Profit		246
Operating expenses	$	123,534
Net loss		(123,288)
Net loss per common share – basic and diluted	$	-
Weighted average common shares outstanding - basic		48,182,000
Weighted average common shares outstanding - diluted		70,182,000

We are subject to those financial risks generally associated with development stage enterprises.  Despite currently having sufficient capital on hand, we have sustained losses since inception.  We may require additional financing and independently seek capital to fund our development activities.  However, we may be unable to obtain such financing.  Investing in our common stock involves a high degree of risk. We are subject to risk factors specific to our business strategy and the health and wellness industry.  You should carefully consider all the risks described below, together with other information contained in this prospectus (including our financial statements and related notes), before making a decision to invest in our common stock. Our business could be harmed by any of these risks at any time. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

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RISK FACTORS

Risks Associated With Our Business

WE HAVE A LIMITED OPERATING HISTORY AND HAVE INCURRED OPERATING LOSSES

We were founded in November 2010, and began offering our first product online through a “mini-website” in August 2011.  This minisite was to serve two functions: 1) to sell products from our first vendor service agreement, and 2) to beta test our online logistics and customer service management.  Our main website is currently in the development stage and will be launched contingent upon us attracting new products through vendor relationships.  This limited operating history makes it difficult to evaluate our company’s business prospects.  Since inception on November 16, 2010 we have incurred losses in the amount of $123,288 including 2010, first, second, and third quarter 2011 losses of $1,615, $42,448, $36,992 and $42,233, respectively.  We expect operating expenses, working capital requirements, costs of product development, sales and marketing, research and development, and general and administrative expenses to increase substantially as we execute our business plan to capacity. If we are unable to sufficiently increase our revenue to offset these increased costs, we will not achieve profitability and our operating losses, net losses and negative cash flows will increase.

WE ARE IN THE EARLY STAGES OF DEVELOPMENT

Given the dynamic nature of e-commerce, our potential growth prospects should be similar to examining a company in the early stages of development.  Business model unpredictability and management of growth expectations are risks that should be examined.  In addition, the following are risk areas that we anticipate will affect our business:

● maintaining key personnel;

● how we respond to competitors;

● maintenance of our customer base;

● how we manage our suppliers;

● customer service excellence;

● technology development;

● website improvement; and

● marketing strategy execution.

Our failure to address these tasks could materially affect our financial condition, operational results, business, and prospects and there can be no assurance that we will be successful in managing such risks.

WE CANNOT PREDICT OUR FUTURE REVENUE

Sales volume is difficult to forecast and is generally dependent upon volume and the Company’s ability to fulfill orders in a timely manner.  Internet sales tend to fluctuate with retail sales and are subject to traditional seasonal fluctuations.  Retail sales tend to be slower in the summer months and are significantly higher in the fourth quarter.  We expect that our business cycles will change according to retail sales cycles.  The Company expects to experience quarterly operational fluctuations due to many external factors outside of our control.  These factors, which may adversely affect our results, include:

● economic conditions relative to e-commerce;

● technical difficulties related to volume increases;

● technology upgrades to online systems;

● increasing acceptance of e-commerce as a viable shopping vehicle;

● price wars relative to the Company’s competitors;

● our ability to manage vendor relationships and inventory;

● our ability to build and maintain customers;

● the quantity of product returns; and

● capital expenditures related to expansion.

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WE ARE IN A HIGHLY COMPETITIVE MARKET

The e-commerce industry is highly concentrated with minimal barriers to entry and competitors can launch websites at a relatively low cost.  Our business is particularly subject to rapidly and frequently changing consumer trends and preferences. Our continued success depends in part on our ability to anticipate and respond to these changes, and we may not be able to respond in a timely or commercially appropriate manner to these changes. Our failure to accurately predict these trends could negatively affect our inventory levels, sales and consumer opinion of us as a source for the latest products.  We will be competing against larger companies with central purchasing efficiencies, inventory economies of scale, and in some cases, brick-and-mortar locations.  These competitors include various health improvement, wellness, and sports nutrition stores, as well as vendors of other vitamin products, including VitaminShoppe, VitaCost, and General Nutrition Centers.   Given our small size, we will need to compete on:

● customer service excellence;

● selection of our niche products;

● accessibility;

● convenience;

● price;

● order fulfillment speed; and

● brand recognition.

Our competitors may have longer operating histories, greater financial resources, greater brand recognition, larger customer bases and significantly deeper marketing budgets, which, in turn, may result in lower margins and a decreased market share for our company.  There is no assurance that we will compete effectively against present and future competitors, and this competition may have a material adverse effect on our financial condition, operational results, business, and prospects.

WE ARE DEPENDENT ON THE GROWTH OF E-COMMERCE.

Our future revenues and growth are dependent upon the continued acceptance of online purchases as the medium of choice for retail purchases.  Consumer acceptance of e-commerce is dependent upon the maintenance of reliable infrastructure to support technology demands that increased internet usage places upon bandwidth.  Government regulation may cause disruptions in service due to delays in the development of new standards to control various levels of internet activity.  Third party internet service providers may also cause service interruptions outside of our control.  Such delays could adversely affect our ability to provide adequate customer service to our website users.  If online usage growth declines or grows slower than expected, if consumer’s ability to access the internet, or if the infrastructure necessary to sustain online commerce is temporarily or permanently lost, our financial condition, operational results, business, and prospects could be materially adversely affected.

WE ARE EXPOSED TO SECURITY RISKS INHERENT WITH E-COMMERCE.

We rely on technology from third parties to provide the security and authentication necessary to effect secure transmission of personal confidential information, such as customer credit card numbers.  Failure to successfully prevent such breaches could significantly harm our business and expose us to litigation. Outside parties who are able to bypass our security measures could misappropriate proprietary information, including customer credit card and personal data.  To the extent that our activities or third-party contractor activity involves the storage and transmission of proprietary information, security breaches could damage our reputation and expose us to a risk of loss or litigation and possible liability. While we do comply with the Data Security Standards of the Plastic Card Security Act (PCI DSS), there can be no assurance that our security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse effect on our financial condition, operational results, business, and prospects.

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WE ARE DEPENDENT ON KEY PERSONNEL AND MAY REQUIRE ADDITIONAL PERSONNEL IN THE FUTURE.

Our performance is dependent on the continued services and on the performance of our senior management, David Cunic, Chief Executive Officer; Steve Basloe, President; Ben Hoehn, Chief Operating Officer; and Gregory Jung, Chief Financial Officer. Company performance also depends on our ability to retain and motivate other officers and key employees. The loss of the services of any of executive officers or other key employees could have a material adverse effect on our financial condition, operational results, business, and prospects. The Company does not have long-term employment agreements with any of our key personnel and maintains no "key person" life insurance policies. Our future success also depends on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, editorial, merchandising, marketing and customer service personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate or retain sufficiently qualified personnel.  The failure to retain and attract the necessary technical, managerial, merchandising, marketing and customer service personnel could have a material adverse effect on our financial condition, operational results, business, and prospects.

WE RELY ON THIRD PARTY SHIPPERS.

We rely on third-party carriers both for the shipment of our products to customers and for the delivery of inventory. Consequently, we are subject to risks of these carriers, including employee strikes and inclement weather. Any disruption in the ability of these carriers to promptly deliver our products to our customers or inventory to us could damage the brand and lead to customer dissatisfaction. This could materially and adversely affect our financial condition, operational results, business, and prospects.

WE ARE DEPENDENT ON DEVELOPING FAVORABLE VENDOR RELATIONSHIPS FOR OUR PRODUCTS PROCUREMENT.

We currently only carry inventory in Emergent Health products and we have a long-term contract with VitaminSpice (See VitaminSpice Supply Agreement), which assures the availability of merchandise, and the continuation of particular payment terms.   However, there can be no assurance that VitaminSpice will comply with the terms of the contract or that we will be able to negotiate with future vendors to sell us products on terms that will ensure acquisition of merchandise in a timely and efficient manner and on acceptable commercial terms. If we are unable to develop and maintain relationships with vendors that would allow us to obtain sufficient quantities of merchandise on acceptable commercial terms, our financial condition, operational results, business, and prospects would be materially adversely affected.

WE MUST RESPOND TO CONSUMER DEMANDS.

Our business is subject to changing consumer trends and preferences.  Our failure to accurately predict or react to these trends could negatively affect consumer opinion of us as a source for the latest products, which in turn could harm our customer relationships and cause us to lose market share.  The success of our new product offerings depends upon a number of factors, including our ability to:

● Anticipate customer needs;

● Procure or develop new products;

● Successfully commercialize new products in a timely manner;

● Price our products competitively;

● Deliver our products in sufficient volumes and in a timely manner; and

● Differentiate our product offerings from our competition

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY FROM THIRD PARTY INFRINGEMENT

We have invested resources to promote our brand name and have applied for trademark and copyright protection; however, while we attempt to ensure that such licensees maintain the quality of our brand, there can be no assurance that such licensees will not adversely affect the value of our financial condition, operational results, business, and prospects. There can be no assurance that the steps 

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taken to protect our proprietary rights will be adequate or that third parties will not infringe or misappropriate our copyrights or trademarks. In addition, there can be no assurance that other parties will not assert infringement claims against us.  We may in the future be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products. Claims of intellectual property infringement may also require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights of others could be costly and would divert the attention of management and key personnel, which in turn could adversely affect our financial condition, operational results, business, and prospects.

COMPLIANCE WITH GOVERNMENTAL REGULATIONS COULD INCREASE OUR COSTS AND AVERSELY AFFECT OUR FINANCIAL RESULTS.

Due to the increasing popularity and use of the Internet and other online services, additional laws and regulations may be adopted (such as PCI DSS) with respect to the Internet or other online services covering issues such as user privacy, pricing, content, copyrights, distribution and characteristics and quality of products and services. Furthermore, the growth and development of the market for online commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. The adoption of any additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our products and services and increase our cost of doing business, or otherwise have an adverse effect on our financial condition, operational results, business, and prospects. Moreover, the applicability to the Internet and other online services of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes, libel and personal privacy is uncertain and may take years to resolve. Any such new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and other online services could have a material adverse effect on our financial condition, operational results, business, and prospects.  In addition, from time to time, Congress, the FDA, the FTC or other federal, state, local or foreign legislative and regulatory authorities may impose additional laws or regulations that apply to our distribution of dietary supplements, repeal laws or regulations that we consider favorable to us or impose more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect additional governmental regulation, when and if it occurs, would have on our business in the future. Such developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. Any such developments could increase our costs significantly and could have a material adverse effect on our business, financial condition and results of operations. For example, legislation has been introduced in Congress to, among other things, impose substantial new regulatory requirements for dietary supplements, including adverse event reporting, post-market surveillance requirements, FDA market reviews of dietary supplement ingredients, safety testing and records inspection. If enacted, new legislation could raise our costs and negatively influence our business. In addition, the FDA may adopt the proposed rules on GMP in manufacturing, packaging, or holding dietary ingredients and dietary supplements, which will apply to the products we distribute. These regulations will require dietary supplements to be prepared, packaged and held in compliance with stricter rules, and will require quality control provisions similar to those in the GMP regulations. We or our third-party manufacturers may not be able to comply with the new rules without incurring additional expenses, which could have a material adverse effect on our financial condition, operational results, business, and prospects.

CHANGES TO SALES AND OTHER TAX LAWS COULD IMPACT OUR BUSINESS

We do not currently collect sales or other similar taxes in respect of shipments of goods into states other than New Jersey; however, one or more states may seek to impose sales tax collection obligations on out-of-state companies such as Pazoo, which engages in online commerce. In addition, any new operation in states outside New Jersey could subject shipments into such states to state sales taxes under current or future laws. A successful assertion by one or more states or any foreign country that the Company should collect sales or other taxes on the sale of merchandise could have a material adverse effect on, our financial condition, operational results, business, and prospects.

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WE ARE SUBJECT TO INFRASTRUCTURE CAPACITY CONSTRAINTS

Our revenues depend on the number of visitors who shop on our website and the volume of orders we fulfill.  A key element of our strategy is to generate a high volume of traffic on, and use of, our website. As such, the satisfactory performance, reliability and availability of the website, transaction-processing systems and network infrastructure are critical to our ability to attract and retain customers and maintain adequate customer service levels.  Any system interruptions that result in the unavailability of our website or reduced order fulfillment performance would reduce the volume of goods sold and the attractiveness of our product and service offerings.  Any substantial increase in the volume of traffic on the website or the number of orders placed by customers will require Pazoo to expand and upgrade further our technology, transaction-processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our website or timely expand and upgrade our systems and infrastructure to accommodate such increases.  In addition, although we work to prevent unauthorized access to Company data, it is impossible to completely eliminate this risk. There can be no assurance that we will be able in a timely manner to effectively upgrade and expand our transaction-processing systems or to integrate smoothly any newly developed or purchased modules with our existing systems.  Any inability to do so would have a material adverse effect on our financial condition, operational results, business, and prospects.

WE MAY NOT BE ABLE TO MAINTAIN OUR DOMAIN NAMES.

Maintaining our Internet domain names is critical to our success. Under current domain name registration practices, no other entity may obtain an identical domain name but can obtain a similar or identical name with a different suffix, such as “.net” or “.org,” or with a different country designation, such as “de” for Germany.  We have not registered our domain names with each of the suffixes or jurisdictions available. As a result, third parties may use domain names that are similar to our domain names, which may result in confusion to potential customers and lost sales. Failure to maintain our domain name’s uniqueness could have a material adverse effect on our business, results of operations and financial condition.

WE ARE RELIANT ON FAVORABLE CONSUMER PERCEPTION OF HEALTH AND WELLNESS PRODUCTS

We are highly dependent upon consumer perception of the safety, efficacy and quality of our products, as well as similar products distributed by other companies. Consumer perception of products can be significantly influenced by scientific research or findings, national media attention and other publicity about product use.  A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. In addition, recent studies have challenged the safety or benefit of certain nutritional supplements and dietary ingredients. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier favorable research or publicity could have a material adverse effect on our ability to generate revenues. Adverse publicity in the form of published scientific research, statements by regulatory authorities or otherwise, whether or not accurate, that associates consumption of our products or any other similar products with illness or other adverse effects, that questions the benefits of our or similar products, or that claims that such products are ineffective could have a material adverse effect on our financial condition, operational results, business, and prospects.

WE MAY FACE LOSSES TO OUR SYSTEMS AND INVENTORY DUE TO LOCATION CONCENTRATION

Our ability to successfully receive and fulfill orders and provide high-quality customer service depends on the efficient and uninterrupted operation of our computer and communications hardware systems. Substantially all of our computer and communications hardware is located at a single facility in Cedar Knolls, NJ.   Computer viruses, worms and similar programs may cause our computer systems to incur interruptions, delays, loss of data or the inability to accept and fulfill customer orders.  We do not presently have redundant systems or a business continuity plan and do not carry sufficient business interruption insurance to compensate us for losses that may occur.   The occurrence of any of the foregoing risks could have a material adverse effect on our financial condition,

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operational results, business, and prospects.  Additionally, our inventory is stored at our headquarters facility in Cedar Knolls, New Jersey and any significant disruption in our warehousing location for any reason, such as a fire, flood, hurricanes, earthquakes or similar events, could adversely affect our product distributions and sales until we are able to secure an alternative distribution method. In addition, we may experience loss due to the  expiration of inventory with certain life cycles and/or theft of our products while they are being held in inventory. We have implemented security measures to prevent such theft and maintain insurance to cover such losses. However, if our security measures fail and our losses exceed our insurance coverage or result in service disruptions, our losses and the resulting harm to consumer satisfaction could have a material adverse effect on our business, results of operations and financial condition.

WE MAY NOT MANAGE OUR GROWTH EFECTIVELY

Our future growth and expansion, which includes negotiating vendor relationships for our private label products, expanding product offerings and increasing our customer base, requires significant management time and operational and financial resources. There is no assurance that we have the operational and financial resources to manage our growth. In addition, rapid growth in our personnel and operations may place a significant strain on our management, administrative, operational and financial infrastructure. Failure to adequately manage our growth could have a material adverse effect on the quoted price of our common stock and our financial condition, operational results, business, and prospects.

WE MAY INCUR PRODUCT LIABILITY CLAIMS THAT COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS, BUSINESS AND PROSPECTS.

As a retailer of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in illness or injury or if our products include inadequate instructions or warnings. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements and generally are not subject to pre-market regulatory approval or clearance in the U.S. by the FDA or other governmental authorities. Our products could contain contaminated substances, and some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, as a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. We require all suppliers to carry products liability insurance.  However, any product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which in turn could adversely affect our financial condition, operational results, business, and prospects.

WE FACE SIGNIFICANT LIABILITY WITH OUR WEBSITE CONTENT

Because we post product information and other content on our website, we face potential liability for copyright infringement, patent infringement, trademark infringement, defamation, unauthorized practice of medicine, false or misleading advertising and other claims based on the nature and content of the materials we post. Although we maintain general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability that is not covered by insurance, or is in excess of insurance coverage, could materially adversely affect our financial condition, operational results, business, and prospects.

Risks Associated with Our Common Stock

INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IF WE FAIL TO IMPLEMENT OUR BUSINESS PLAN

As a development-stage company, we expect to face substantial risks, uncertainties, expenses and difficulties.  We were formed on November 16, 2010. We have limited demonstrable operations records, on which you can evaluate our business and prospects. We have just recently commenced planned operations and as of the date of this prospectus, we have generated $636 in product revenues. We cannot guarantee that we will be successful in accomplishing our business plan objectives. In addition, our lack of operating capital could negatively impact the value of our common shares and could result in the loss of your entire investment.

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OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY THAT MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS

Our Articles of Incorporation, specifically Article VIII, provide for indemnification as follows: No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the unlawful payment of dividends. Any repeal or modification of any Article, within our Articles of Incorporation, by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, eitherof which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

ALL OF OUR PRESENTLY ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED.  WHEN THE RESTRICTION ON ANY OR ALL OF THESE SHARES IS LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.

All of the presently outstanding shares of common stock (48,182,000 shares) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock each three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

BECAUSE WE ARE NOT SUBJECT TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION OF CERTAIN CORPORATE GOVERNANCE MEASURES, OUR STOCKHOLDERS HAVE LIMITED PROTECTION AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

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Because we have no independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, at this time we do not have officers and directors liability insurance and we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS IN THE NEAR FUTURE.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the near future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

ANY TRADING MARKET THAT MAY DEVELOP MAY BE RESTRICTED BY VIRTUE OF STATE SECURITIES “BLUE SKY” LAWS THAT PROHIBIT TRADING ABSENT COMPLIANCE WITH INDIVIDUAL STATE LAWS.  THESE RESTRICTIONS MAY MAKE IT DIFFICULT OR IMPOSSIBLE TO SELL SHARES IN THOSE STATES.

There is currently no established public market for our common stock, and there can be no assurance that any established public market would develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities regulations or laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.   See also “Plan of Distribution-State Securities-Blue Sky Laws.”

WE ARE SUBJECT TO RISKS INHERENT WITH MICRO CAPITALIZTION COMPANIES.

We believe that certain micro capitalization companies have significant potential for growth, although such companies generally have limited product lines, markets, market shares and financial resources. The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stock market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies.  In particular, micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily related to the operating performance of such companies.

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THE ADDITIONAL ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT THE VOTING RIGHTS OF THE COMMON STOCKHOLDERS.

Our Board of Directors has authorized up to 10,000,000 shares of Series A Preferred Stock and we have issued 2,000,000 Series A Preferred Stock at $0.05 per share to Integrated Capital Partners Incorporated (ICPI) to date.  As of January 2011, through an investment agreement titled ICPI Investment Agreement (See Investment Agreement - Exhibit 99.1) ICPI has committed to the following: (i) $50,000 within ten (10) days of the date of the Investment Agreement, but in no event later than January 15, 2011; (ii) $50,000 within thirty (30) days of the first installment, but in no event later than February 15, 2011; (iii) $50,000 upon IUCSS filing a Form S-1 Registration Statement with the Securities and Exchange Commission; (iv) $100,000 upon the Form S-1 Registration Statement becoming effective; and (v) at the sole option and discretion of ICPI, Investor may within ten (10) days of the Form S-1 Registration Statement becoming effective, purchase up to $250,000 of additional Series A Convertible Preferred Stock.  Our Board of Directors has authorized up to 2,500,000 shares of Series B Preferred Stock, however, none of these shares have been issued and we currently have no plans to issue these shares.  Our Board of Directors has authorized up to 7,500,000 shares of Series C Preferred Stock, however, none of these shares have been issued and we currently have no plans to issue these shares. The issuance of additional Preferred Stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of Common Stock. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. Further, certain provisions of the Company's Articles of Incorporation and Bylaws and Nevada and/or New Jersey law could delay or make more difficult a merger, tender offer or proxy contest involving the Company. See "Description of Securities: Preferred Stock."

THERE IS HIGH CONCENTRATION OF CAPITAL STOCK INSIDE OWNERSHIP AND CERTAIN ACTIONS DO NOT NEED SHAREHOLDER APPROVAL.

We are not making an initial public offering of our common stock and only those shares previously issued, and those shares into which previously issued Series A Preferred Stock are convertible into, are being registered pursuant to this filing.  However, the outstanding common stock is beneficially owned approximately 31.1% by David Cunic, 29.1% by Steve Basloe, 25.9% by Gregory Jung, our Chief Executive Officer, President, and Chief Financial Officer, respectively.   The above persons compose our Board of Directors and will hold an aggregate of approximately 86.1% of the outstanding voting power of the Company.  As a result these shareholders will be able to:

(i)  elect, or defeat the election of, the Company's directors;

(ii)  amend or prevent amendment of the Company's Articles of Incorporation or Bylaws; or

(iii)  effect or prevent a merger, sale of assets or other corporate transaction.

The Company's public stockholders, for so long as they hold less than 50% of the outstanding voting power of the Company, will not be able to control the outcome of such transactions.  The extent of ownership by the aforementioned shareholders may have the effect of preventing a change in control of the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could have an adverse effect on the market price of the Common Stock.   Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company.  See "Management," "Certain Transactions" and "Principal Stockholders."

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THERE IS NO CURRENT MARKET FOR OUR SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY PUBLIC MARKET WILL DEVELOP. IF, AND WHEN, OUR COMMON STOCK IS QUOTED FOR TRADING, IT IS LIKELY TO BE SUBJECT TO SIGNIFICANT PRICE FLUCTUATIONS.

Prior to the date of this registration, there has not been any established trading market for our common stock, and there is currently no established public market for our securities.  We plan to contact a market maker immediately following the effectiveness of this registration statement and apply to have the shares quoted on the OTCBB. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time.  If the application is accepted, there can be no assurances as to:

● whether any market for our shares will develop;

● the prices at which our common stock will trade; or

● the extent to which investor interest in Pazoo will lead to the development of an active, liquid, trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors

If our shares of common stock become available to be quoted on the OTCBB, we will attempt through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible”, then its shares cannot be electronically transferred between brokerage accounts, which, based on the dynamics of the marketplace today (specifically, the OTCBB), means that shares of a company will not be traded.  DTC-eligibility is a necessity to process trades on the OTCBB if a company’s stock will be trading high volume. There are no assurances that our shares will become DTC-eligible or, if they do, how long the process may take.  We have identified Platinum Stock Transfer to be our transfer agent in the event our registration statement becomes effective.  See Exhibit 99.4 “Platinum Stock Transfer Agent”

In addition, our common stock will unlikely be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of Pazoo and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions. See “Plan of Distribution”.

WE ARE SUBJECT TO PENNY STOCK REGULATIONS

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

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Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered penny stocks for the immediately near future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that each person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

● when the basis on which the broker or dealer made the suitability determination, and

● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure must be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the near future and our shareholders will, in all likelihood, find it difficult to sell their securities.

YOU MAY HAVE LIMITED ACCESS TO INFORMATION REGARDING OUR BUSINESS BECAUSE OUR OBLIGATIONS TO FILE PERIODIC REPORTS COULD BE AUTOMATICALLY SUSPENDED UNDER CERTAIN CIRCUMSTANCES.

As of the effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended, and we will be required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (at our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.

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THE MARKET FOR PENNY STOCKS HAS EXPERIENCED NUMEROUS FRAUDS AND ABUSES THAT COULD ADVERSELY AFFECT INVESTORS OF OUR STOCK

We believe that the market for penny stocks has suffered from patterns of fraud and abuse, including:

● Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

● “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by salespersons;

● Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

● Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

WE MAY NEED ADDITIONAL CAPITAL

While we feel we have sufficient capital to sustain operations for the next 24 months, the development of our services will require the commitment of substantial resources to implement our business plan which we may not have anticipated. Currently, we have no established bank-financing arrangements. Therefore, it is likely that we may need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.  Our expenses are at a minimum and therefore most of the capitals raised will be invested in marketing.  We cannot give any assurance that additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

WE ARE SUBJECT TO RISKS ASSOCIATED TO THE TYPES OF PAYMENT THAT WE ACCEPT

We accept payment by credit card, debit card, and PayPal. If we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud. For credit and debit card payments, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers. In addition, we have and may continue to suffer losses because of orders placed with fraudulent credit and debit card data. Under current practices, a merchant is liable for fraudulent credit card transactions when the merchant does not obtain a cardholder’s signature. A failure to adequately control fraudulent credit card transactions would result in significantly higher credit card-related costs and could have a material adverse effect on our financial condition, operational results, business, and prospects.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Information in this Prospectus contains “forward looking statements” which can be identified by the use of forward-looking words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “seek” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. The matters herein constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the future results anticipated by those forward-looking statements.

The following uncertainties and factors, among others (including those set forth under "Risk Factors"), could affect future performance and cause actual results to differ materially from those expressed in or implied by forward-looking statements:

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● our ability to protect our brand;

● pricing of our products;

● our ability to improve the functionality of our website;

● the development of our private label product offerings;

● our ability to attract and retain quality management personnel;

● compliance with government regulations;

● our ability to enter into and maintain key supply and outsourcing relationships;

● our ability to effectively manage and defend litigation matters pending, or asserted in the future, against us, including product liability claims;

● unfavorable publicity or consumer acceptance of our products; and

● our reaction to significant competition in our industry.

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Except as required by applicable law, including the securities laws of the U.S. and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements after we distribute this prospectus, whether as a result of any new information, future events or otherwise. Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. Potential investors should not place undue reliance on our forward-looking statements. Prior to any investment in our common stock, you should be aware that the occurrence of any of the events described in the “Risk Factors” section and elsewhere in this prospectus could have a material adverse effect on our business, results of operations, financial condition, cash flows, customer relationships and Pazoo-brand value. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the securities being registered pursuant to this registration statement on behalf of the Selling Security Holders.

DETERMINATION OF OFFERING PRICE

All shares being registered will be sold by existing shareholders without our involvement, consequently the actual price of the stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price will thus be determined by market factors and the independent decisions of the selling shareholders.

DILUTION

The common stock being registered by the Selling Shareholders is all of the currently issued and outstanding common stock of the Company. In addition, 20,000,000 of the shares being registered hereunder are being reserved for the possible future conversion of the Series A Preferred Stock previously sold. Also at September 30, 2011, there were 2,000,000 warrants outstanding, each exercisable for 1 common share.  Accordingly, dilution will occur to our existing shareholders if the holder of the Series A Preferred Stock elects to convert its shares into common stock.

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SELLING SECURITY HOLDERS

The Company is not making an initial public offering of its common stock.  Only those shares previously issued, and those shares into which previously issued Series A Preferred Stock are convertible into, are being registered pursuant to this Form S-1.  Current stock holders may re-sell their shares into the public market as soon as practical after the effective date of this registration statement.  We are registering, for offer and sale, shares of common stock held by all of our current shareholders, which consist of the Selling Security Holders listed below.

To date, we have not taken any steps to list our common stock on any public exchange.  We intend to apply for listing on a public exchange as soon as we meet all listing requirements; however, there is no assurance that a public exchange will grant us a listing.  Moreover, if a public exchange grants us a listing for our common stock, the Selling Security Holders offering price will be determined by market factors and the independent decisions of the selling shareholders.

The following table sets forth information as of the date of the filing of this registration statement, with respect to the beneficial ownership of our common stock. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of their shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this registration statement. All information with respect to share ownership has been furnished by the selling stockholders.

 NOTE: As of the date of this prospectus, our officers and directors, David Cunic, Chief Executive Officer, Steve Basloe, President, Gregory Jung Chief Financial Officer, and Ben Hoehn, Chief Operating Officer own 15,000,000, 15,000,000, 12,500,000, and 2,500,000 common shares, respectively, which are currently subject to Rule 144 restrictions.  There are currently a total of 53 shareholders of our common stock.

We base the percentages determined in these calculations upon the 48,182,000 of our common shares issued and outstanding as of the date of this prospectus. The following table shows the number of shares and percentage as of the date of this offering:

Name and Address of Beneficial Owners of Common Stock		Ownership Before Offering	% Owned Before Offering (1)	Total Shares Offered for Sale	Total Shares After Offering	% Owned After Offering
David Cunic		15,000,000	31.1%	0	15,000,000	31.1%
13 Old Mill Drive
Denville NJ 07834
Steve Basloe	(2)	14,000,000	29.1%	0	14,000,000	29.1%
560 Sylvan Avenue
Englewood NJ 07632
Gregory Jung		12,500,000	25.9%	0	12,500,000	25.9%
17625 North 14th Street
Phoenix AZ 85022
Ben Hoehn		2,500,000	5.2%	0	2,500,000	5.2%
496 Mayhow Court
South Orange NJ 07079

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Gina Morreale		2,500,000	5.2%	0	2,500,000	5.2%
361 Mohegan Circle
Lafayette NJ 07848
Jeremy Basloe	(2)	250,000	*	0	250,000	*
560 Sylvan Avenue
Englewood NJ 07632
Adam Basloe	(2)	250,000	*	0	250,000	*
560 Sylvan Avenue
Englewood NJ 07632
Daniel Basloe	(2)	250,000	*	0	250,000	*
560 Sylvan Avenue
Englewood NJ 07632
Rebecca Basloe	(2)	250,000	*	0	250,000	*
560 Sylvan Avenue
Englewood NJ 07632
Ken Bae		250,000	*	0	250,000	*
122 Vincent Road
Hicksville NY 11801
Howard Klein		250,000	*	0	250,000	*
250 Piermont Road
Cresskill NJ 07626
Peter Risano		100,000	*	0	100,000	*
45 Eastern Promenade, Unit 4A
Portland ME 04101
Greg Dupont		2,000	*	0	2,000	*
307 North 18 Avenue
Bozeman MT 59715
Cheryl Moreland		2,000	*	0	2,000	*
61 Philip Street
Medfield MA 02052
Jack Cunic		2,000	*	0	2,000	*
13 Old Mill Drive
Denville NJ 07834
Brian Yadisernia		2,000	*	0	2,000	*
185 Peck Street
Franklin MA 02038
Morris Bibliowicz		2,000	*	0	2,000	*
1449 Croaker Court
San Francisco CA 94130

20

Ryan Vass	2,000	*	0	2,000	*
208 West Washington Ave
Pearl River NY 10965
Zelig Prudowsky	2,000	*	0	2,000	*
24 Culebra Terrace
San Francisco CA 94109
Charles Schwarz	2,000	*	0	2,000	*
3 Sycamore Terrace
Cedar Knolls NJ 07927
Lynda Deehan	2,000	*	0	2,000	*
12 Birch Hill Drive
Whippany NJ
Ana Navarro	2,000	*	0	2,000	*
5 Appio Dr.
Randolph NJ 07869
Michael Fitzpatrick	2,000	*	0	2,000	*
160 Littleton Road, Suite 200
Parsippany NJ 07054
Brian Quinn	2,000	*	0	2,000	*
25 Cooper Lane
Chester NJ 07930
James Rossiter	2,000	*	0	2,000	*
205 Harrison Avenue
Westfield NJ 07090
Mary Meola	2,000	*	0	2,000	*
68 Thurmont Road
Denville NJ 07834
Kimberely Bustamante	2,000	*	0	2,000	*
H10 Farmhouse Lane
Morristown NJ 07960
Shelley Seelig	2,000	*	0	2,000	*
13266 Solana Beach Cove
Delray Beach FL 33446
Julia Deehan	2,000	*	0	2,000	*
12 Birch Hill Drive
Whippany NJ 07981
Christopher Deehan	2,000	*	0	2,000	*
12 Birch Hill Drive
Whippany NJ 07981
Christine O’Sullivan	2,000	*	0	2,000	*
36 Lake Drive
Randolph NJ 07869

21

Allison Hoehn	2,000	*	0	2,000	*
6490 Winter Hazel Drive
Liberty Township OH 45044
Daniel O’Sullivan	2,000	*	0	2,000	*
36 Lake Drive
Randolph NJ 07869
Marko Maniaces	2,000	*	0	2,000	*
94A Everdale Rd
Randolph NJ 07869
Richard Seelig	2,000	*	0	2,000	*
13266 Solana Beach Cove
Delray Beach FL 33446
Anthony Carlucci, Jr	2,000	*	0	2,000	*
9 Sparrow Road
Randolph NJ 07868
Andrew Deehan	2,000	*	0	2,000	*
12 Birch Hill Drive
Whippany NJ 07981
William Martz	2,000	*	0	2,000	*
10 Pleasant Hill Road
Randolph NJ 07869
Todd Simonds	2,000	*	0	2,000	*
112 Springbrook Road
Morristown NJ 07960
Anthony Maniaces	2,000	*	0	2,000	*
94A Everdale Road
Randolph NJ 07869
Jennifer Hoehn	2,000	*	0	2,000	*
496 Mayhow Court
South Orange NJ 07079
Dante Maniaces	2,000	*	0	2,000	*
94A Everdale Road
Randolph NJ 07869
Joe Morreale	2,000	*	0	2,000	*
228 Demarest Road
Sparta NJ 07871
Joseph Colantoni	2,000	*	0	2,000	*
6 Hunting Meadow Court
Rockaway NJ 07866

22

Robert Deehan	2,000	*	0	2,000	*
12 Birch Hill Drive
Whippany NJ 07981
Mark O’Sullivan	2,000	*	0	2,000	*
36 Lake Drive
Randolph NJ 07869
Frederick Dower	2,000	*	0	2,000	*
106 Sonoma Valley Drive
Cary NC 27518
Michael Friedman	2,000	*	0	2,000	*
211 Morris Turnpike
Randolph NJ 07869
Anne Hoehn	2,000	*	0	2,000	*
6490 Winter Hazel Drive
Liberty Township
John Alexander	2,000	*	0	2,000	*
8184 Grey Fox Drive
West Chester OH 45069
Ralph Hoehn	2,000	*	0	2,000	*
914 East 3rd Street
Delpos OH 45833
David Hoehn	2,000	*	0	2,000	*
6490 Winter Hazel Drive
Liberty Township OH 45044
Dennis White	2,000	*	0	2,000	*
23 Saddle Road
Far Hills NJ 07931
	48,182,000	100.0%	0	48,182,000	100.0%

(1)	Based on 48,182,000 common shares outstanding prior to the registration statement      * - less than 1% of the shares outstanding as of September 30, 2011
(2)	Mr. Basloe received 15,000,000 shares of restricted founders stock, however, Mr. Basloe directed that certain of his founder’s shares be titled in the names of his four children.  Jeremy Basloe, Adam Basloe, Daniel Basloe, and Rebecca Basloe each received 250,000 shares of restricted founders stock.

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.  As a group, the 53 Selling Security Holders are hereby registering 48,182,000 common shares.  The Selling Security Holders may sell at prevailing market prices or privately negotiated prices only after the shares are quoted on either the OTCBB or an exchange.

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The shares owned by all of our shareholders, which includes the Selling Security Holders and our officers, director and founders, were acquired in three issuances.  On inception of November 16, 2010, we issued 45,000,000 shares of our common stock, $0.001 par value to our officers, director and founders at no cost basis (Mr. Basloe directed that 1,000,000 of his founder’s shares be titled in the names of his four (4) children in increments of 250,000 shares each.)  Also on inception we issued 600,000 shares of restricted stock to three consultants for services to be performed in 2011.  From July 2011 through September 2011, we issued a total of 82,000 common shares for participation in our marketing research.  Each shareholder participated in a questionnaire designed to give us feedback on our website functionality and offered input on their individual shopping experience.  In September 2011 we issued 2,500,000 shares of common stock to our new Chief Operating Officer who also assumed the duties of Secretary and Treasurer, replacing Gina Morreale.  Mr. Hoehn received shares valued at $12,500 as stock based compensation.  In the event the Selling Security Holders receive payment for the sale of their shares, we will not receive any of the proceeds from such sales. We are bearing all expenses in connection with the registration of the shares of the Selling Security Holders.

To our knowledge, other than David Cunic, Steven Basloe, Ben Hoehn, Gregory Jung and Gina Morreale, none of the selling shareholders, except as set forth herein, have either: (1) had a material relationship with us other than as a shareholder at any time within the past three years; or (2) ever been one of our officers or directors.

PLAN OF DISTRIBUTION

We are registering 48,182,000 shares of common stock for possible resale at prevailing market rates.  We will not receive any proceeds from the sale of the shares by the Selling Security Holders. The percentage of the total outstanding common stock being registered to be offered by the Selling Security Holders is 100% based upon the 48,182,000 common shares that are issued and outstanding as of the date of this prospectus.  There is no arrangement to address the possible effect of the offerings on the price of the stock.

The Selling Security Holders may sell at prevailing market prices or privately negotiated prices only after the shares are quoted on either the OTCBB or an exchange.  However, our common stock may never be quoted on the OTCBB or listed on any exchange.

If and when the common stock is quoted on the OTCBB or listed on an exchange, the Selling Security Holders’ shares may be sold to purchasers from time to time directly by, and subject to the discretion of, the Selling Security Holders. Further, the Selling Security Holders may occasionally offer their shares for sale through underwriters, dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Security Holders and/or the purchasers of the shares for whom they may act as agents.  The shares sold by the Selling Security Holders may be sold occasionally in one or more transactions, either at an offering price that is fixed or that may vary from transaction to transaction depending upon the time of sale, or at prices otherwise negotiated at the time of sale. Such prices will be determined by the Selling Security Holders or by agreement between the Selling Security Holders and any underwriters.

In the event that the Selling Security Holders enter into an agreement, after the effective date of this Registration Statement, to sell their shares through a broker-dealer that acts as an underwriter, we will file a post-effective amendment to this Registration Statement and file the agreement as an exhibit to the amended Registration Statement. The amendment will identify the underwriter, provide the required information on the plan of distribution and revise the appropriate disclosures in the Registration Statement.

Any underwriter, dealer, or agent who participates in the distribution of the securities registered in this Registration Statement may be deemed to be an "underwriter" under the Securities Act. Further, any discounts, commissions, or concessions received by any such underwriter, dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. In the event an “underwriter” will assist in the sale of the shares, we will disclose:

1.   the name or names of any underwriters, dealers, or agents, the purchase price paid by any underwriters for the shares purchased from the Selling Security Holders, and

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2.   any discounts, commissions, and other items constituting compensation from the Selling Security Holders, and

3.   any discounts, commissions, or concessions allowed, realized or paid to dealers, and

4.   the proposed selling price to the public

Pursuant to Regulation M of the General Rules and Regulations of the Securities and Exchange Commission, no person engaged in a distribution of securities on behalf of a Selling Security Holder may simultaneously bid for, purchase or attempt to induce any person to bid for or purchase securities of the same class during the period of time starting five business days prior to the commencement of such distribution and continuing until the Selling Security Holder, or other person engaged in the distribution, is no longer a participant in the distribution.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in such states only through registered or licensed brokers or dealers in those states. In addition, in certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which Pazoo, Inc. has complied.

In addition and without limiting the foregoing, the Selling Security Holders will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) other than commissions, expenses, reimbursements and discounts of underwriters, dealers or agents, if any.

Any purchasers of our securities should be aware that any market that develops in our stock would be subject to the penny stock restrictions.

The trading of our securities, if any, will be in the over-the-counter markets, which are commonly referred to as the OTCBB as maintained by FINRA (once and when quoting thereon has occurred). As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

OTCBB Considerations

OTCBB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCBB stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. We do not have an agreement with a market maker to file an application with FINRA on our behalf to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. We intend to contact market makers in the future to file an application with FINRA on our behalf. There can be no assurance that a market maker will agree to file an application or that if one agrees to file an application that its application will be accepted by FINRA. If a market maker agrees to file an application with FINRA, we cannot estimate the time period that the application will require to be approved by FINRA.

The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCBB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTCBB has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company assuming all FINRA questions relating to its Rule 211 process are answered accurately and satisfactorily. The only requirement for ongoing inclusion in the OTCBB is that the issuer be current in its reporting requirements with the SEC.

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Although we anticipate that quotation on the OTCBB will increase liquidity for our stock, investors may have difficulty in getting orders filled because trading activity on the OTCBB in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. As a result, investors’ orders may be filled at a price much different than expected when an order is placed.

Investors must contact a broker-dealer to trade OTCBB securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

OTCBB transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCBB). This means that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

Because analysts do not usually follow OTCBB stocks, there may be lower trading volume than for NASDAQ-listed securities.

Section 15(g) of the Exchange Act

Section 15(g) of the Exchange Act will cover our shares and Rules 15g-1 through 15g-6 promulgated thereunder. Securities regulations impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules (but is not applicable to us).

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

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Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approve the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately near future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

● The basis on which the broker or dealer made the suitability determination, and

● That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, which is likely, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it difficult to dispose of our securities.

State Securities – Blue Sky Laws

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities regulations or laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws.  Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

27

DIVIDEND POLICY

We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.

DESCRIPTION OF SECURITIES

We were incorporated under the laws of the State of Nevada on November 16, 2010.  We are authorized to issue 980,000,000 shares of common stock, $0.001 par value per share and  to issue 20,000,000 shares of preferred stock (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) as fixed by our board of directors.  As of the date of this prospectus, we have issued 2,000,000 shares of Series A Preferred Stock to ICPI, however,  there are no Series B or Series C Preferred Stock issued and outstanding to date.

Common Stock

When filed on November 16, 2010, our Articles of Incorporation authorized the issuance of 75,000,000 shares of common stock with $0.001 par value per share.  On March 29, 2011, we increased the authorized shares from 75,000,000 to 980,000,000 par value $0.001 per share.  As of the date of this registration statement there are 48,182,000 shares of our common stock issued and outstanding held by 53 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders.  The holders of our common stock:

● have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

● in the event of a liquidation, dissolution or winding up of the Company, are entitled to share ratably in all assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of Preferred Stock;

● do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

● are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

Preferred Stock

The Board of Directors will have the authority, without further action by the stockholders, to issue up to 20,000,000 shares of Preferred Stock in one or more series with designations, powers, preferences, privileges and relative, participating, optional or special rights and the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Common Stock.  We currently have authorized 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 which could thus be issued quickly with terms calculated to delay or prevent a change in control of the Company or make removal of management more difficult. SeeExhibit 99.1.  Additionally, the issuance of Preferred Stock may have the effect of decreasing the market price of the Common Stock, and may adversely affect the voting and other rights of the holders of Common Stock.  We have issued 2,000,000  Series A Preferred Stock at $0.05 per share to Integrated Capital Partners Incorporated (ICPI), as of the date of this

28

filing.  Through an Investment Agreement (See Investment Agreement - Exhibit 99.1), ICPI has committed to the following: (i) $50,000 within ten (10) days of the date of the Investment Agreement, but in no event later than January 15, 2011; (ii) $50,000 within thirty (30) days of the first installment, but in no event later than February 15, 2011; (iii) $50,000 upon IUCSS filing a Form S-1 Registration Statement with the Securities and Exchange Commission; (iv) $100,000 upon the Form S-1 Registration Statement becoming effective; and (v) at the sole option and discretion of ICPI, Investor may within ten (10) days of the Form S-1 Registration Statement becoming effective, purchase up to $250,000 of additional Series A Convertible Preferred Stock.  ICPI has completed the commitments set forth in (i) and (ii) above. See “Exhibits”.   Our Board of Directors has authorized up to 2,500,000 shares of Series B Preferred Stock, however, no Series B Preferred Stock has been issued and we currently have no present plans to issue these shares.  Our Board of Directors has authorized up to 7,500,000 shares of Series C Preferred Stock, however, no Series C Preferred Stock has been issued and we currently have no present plans to issue these shares.

Preferred Stock	Series A		Series B		Series C
Convertible	10 to 1		No		No
Dividend	5% in stock		No		2% to 12% in stock
Voting	No		200 to 1		No
Total Shares		10,000,000		2,500,000		7,500,000

Voting Rights

Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  There is no right to cumulative voting in the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of our common voting stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is also required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation.

Dividend Policy

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1.  we would not be able to pay our debts as they become due in the usual course of business, or;

2.  our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

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Pre-emptive Rights

Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.

Common Stock Warrants

Simultaneous with the purchase of Series A Preferred Stock in 2011, we issued 2,000,000 warrants to ICPI and each warrant entitles its owner to purchase common share for each Series A Preferred Stock at an exercise price of $0.05 per common share thereunder, 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.  (See Exhibit B of the Investment Agreement).

No warrants have been exercised as of the date of this registration statement.

The holders of the warrants are not entitled to vote, to receive dividends or to exercise any of the rights of common shareholders for any purpose until such warrants have been duly exercised. No shares of common stock acquired as the result of the exercise of any Series A warrant are included within the shares to be registered under this registration statement.  All such shares will be restricted securities and may only be sold pursuant to further registration or exemption therefrom.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have 2,000,000 shares of Series A Convertible Preferred Stock (Series A Preferred Stock) par value 0.001 per share issued and outstanding.  Each share Series A Preferred Stock may be converted, at the election of the holder, into 10 shares of the Company’s Common Stock.  See also “Description of Securities: Preferred Stock”

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.  Our articles of incorporation and bylaws do not state that these provisions do not apply.  The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

MARKET FOR SECURITIES

No Public Market for Common Stock.

There is no established public market for our common stock, and a public market may never develop. We will seek to identify a market maker to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement. There can be no assurance as to whether we will identify a market marker that will be willing to file an application and, if we identify one and it agrees to file an application, whether such market maker’s application will be accepted by FINRA. We cannot estimate the time period that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

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If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCBB). This means that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock will trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.

If we have been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.

The number of shares sold by such person within any three-month period cannot exceed the greater of:

● 1% of the total number of our common shares then outstanding; or

● The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, the four calendar weeks preceding the date the selling broker receives the sell order). This condition is not currently available to the Company because its securities do not trade on a recognized exchange.

Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. While Pazoo, Inc. is a development stage company, and is exempt from the “shell company” rules and regulations, the SEC has adopted final rules amending Rule 144, which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

1.   the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

2.   the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

3.   the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and

4.   at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

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In the event we become a “shell company”, we will need to comply with the foregoing provisions.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

● If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).

● If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available.

However, no assurance can be given as to:

● the likelihood of a market for our common shares developing,

● the liquidity of any such market,

● the ability of the shareholders to sell the shares, or

● the prices that shareholders may obtain for any of the shares.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the Over-the-Counter Bulletin Board.  We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the OTCBB.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our business plan, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.  However, at the current time we believe we have secured sufficient working capital to fund our development activities for the next 24 months without the need to seek additional financing.  We intend to seek quotation of our common stock on the OTCBB immediately following the effectiveness of the Registration Statement of which this Prospectus is a part.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  On an on-going

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basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or condition.

We were incorporated on November 16, 2010 under the laws of the state of Nevada.

While our operating plan is in the development stage, our goal is to expand our product offerings on our website through management’s current contacts in the health improvement industry.  We look to increase gross sales by offering additional products incrementally each month.

For the year ending December 31, 2010

Results of Operations

Revenues. We had no revenues for the year ending December 31, 2010. We hope to generate revenues as we continue operations and implement our business plan in 2011.

Operating Expenses. For the fiscal year ending December 31, 2010, our total operating expenses were $1,615.

Net Loss. For the fiscal year ending December 31, 2010, our net loss was $1,615.

As of December 31, 2010, we had liabilities of  $1,615, all of which were represented by short term loans for startup and organizational costs.  We had no other long-term liabilities, commitments or contingencies.

For the nine month period ending September 30, 2011

Results of Operations

Revenues.  We had $636 in product revenues for the nine month period ending September 30, 2011.  We hope to increase revenues as we continue operations and implement our business plan in 2011 and beyond.

Operating Expenses.  For the nine month period ending September 30, 2011 our total operating expenses were $121,919.  Our operating expenses were comprised of organizational costs of $3,642, general and administrative expenses of $49,980, professional fees of $37,112, interest expense of $21, equipment expenses of $3,904, and website development expenses of $27,260.

Net Loss. For the nine month period ending September 30, 2011 our net loss was $121,673.

Liquidity and Capital Resources.  In 2011, we issued 2,000,000 shares of Series A Preferred Stock to ICPI at a price of $0.05 per share for $100,000.  We used part of those proceeds to pay for start-up and organizational costs.

For the first nine months ending September 30, 2011, we incurred liabilities of $23,929 which included accounts payable of $8,527, payroll liabilities of $2,079, interest payable of $21, and short term loans of $13,302.

During 2011, we expect to incur accounting costs associated with the audit of our financial statements. We expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity, however, we do not anticipate needing to obtain additional funds beyond those committed to by ICPI to pay those expenses. In the event ICPI fails to invest the funds to which it has committed, additional funding will need to be obtained.  Other than the anticipated increases in legal and accounting costs due to the reporting requirements of becoming a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

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DESCRIPTION OF BUSINESS

We were incorporated in the State of Nevada on November 16, 2010 with fiscal year end on December 31.  We are a start-up e-commerce retailer of nutritional foods/supplements, wellness goods, fitness apparel, and health improvement advice on our website.  We do not have any brick and mortar establishments and our only source of revenue is through www.pazoo.com.  Since November 16, 2010 (our inception) to September 30, 2011 (the date of the accompanying financial statements) we have generated $636 in revenues and have had a cumulative net loss of $123,288.  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.

We have yet to commence planned operations to any significant measure. As of the date of this registration statement, we have had only limited start-up operations and have generated only $636 in revenues.  We will not be profitable until we derive sufficient revenues and cash flows from our retail website www.pazoo.com

Our mission is to deliver healthy cost-effective nutritional products through relationships with leading manufacturers in the health improvement industry.  PAZOO.com is a user-friendly, attractively designed e-commerce portal for total health products.  We are a startup e-commerce retailer and we seek to enhance our customers well being by providing total health products including foods, drinks, supplements, wellness merchandise, and health/wellness advice.  Our target demographic will be health conscious adults ages 29-75 seeking to better their personal well-being and complement their daily lifestyles with practical use items.    Our operations to date have been devoted primarily to start-up and development costs, which include:

1.   Formation of the Company;

2.   Development of our business plan;

3.   Secured our website domain www.pazoo.com;

4.   Procuring products for inclusion on our website; and

5.   Website development and product logistics testing.

Our product line will evolve as new vendor relationships are cultivated and new products are discovered.  We will look to leverage our in-house experts and industry contacts to expand our market presence.  On our website, we will also blog on health improvement, with an additional focus on the latest total health concepts.  These value added features and a strong product mix should help to establish us as a leading retailer of total health.  Nutrition is one area where consumers can severely make changes in their lifestyle to positively alter their total well-being.  The Company will work closely with leading manufacturers who offer alternative food options that enhance or elevate consumers general nutrition habits.    PAZOO will carry a variety of nutrition and food supplement products; however, we will initially begin with VitaminSpice and Emergent products.  Energy drinks, and energy bars will also be considered for our online website.  Magnetic therapy is believed to provide pain relief, increased blood flow, stress relief, and anti-infective properties.  The Company will seek to carry pre-established brands of energy bracelets, watches and anklets, as well as develop its own product line using magnetic technology to increase its therapeutic effect.  PAZOO’s bracelets may be in copper, rubber, and metal form for a variety of uses and health benefits.  Our product inventory will be held in our headquarters at 15A Saddle Rd, Cedar Knolls, NJ 07927 and will be distributed to consumers through third party shippers.

We have developed a marketing campaign aimed strategically at reaching our intended customer base.  A targeted and powerful internet presence will be achieved by utilizing search engine optimization (SEO), social networking, blogging, and newsletters to enhance the brand name.  Our website will be designed to have a comprehensive, user friendly, full product selection with complete descriptions our company’s products.  We will compete against traditional brick and mortar retailers as well as a host of online retailers that sell vitamins, supplements, and health/wellness products.  Our website, PAZOO.com, will seek to utilize technology and web development to maximize the natural economies of scale of the online business model.  Our profitability will be determined by our ability to achieve and maintain heightened revenue levels through superior customer service, unique product offerings, brand recognition, and favorable vendor relationships.

Pazoo Marketing and Promotion

Our goal is to be the leading provider of health and wellness products and services and our marketing strategy is designed to:

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● Strengthen the Pazoo.com brand name,

● Increase customer traffic to the Pazoo.com website,

● Build strong customer loyalty,

● Maximize repeat purchases and develop incremental revenue opportunities.

We intend to build customer loyalty by creatively applying technology to deliver personalized programs and service, as well as creative and flexible merchandising.  We will strive to provide increasingly targeted and customized services by using customer preference data obtained as a result of consumer online feedback.   By offering customers a compelling and personalized value proposition, we seek to increase the number of visitors that make a purchase, to encourage repeat visits and purchases and to extend customer retention.

We will utilize a variety of media, program and product development, business development and promotional activities to achieve these goals implementing the following:

On-Line Marketing

● Search Engine Optimization (SEO)

● Pay-per-click Marketing

● Social media

● You Tube

● Online promotions

● Online promotional partners

Brick and Mortar Marketing and Promotion

● Targeting distributors to independent outlets in the pharmacy and health store markets

● Big box stores

● Take advantage of market relationships from suppliers and retailers

● Take advantage of combined sales efficiencies from online as well as off line

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

We feel that loyal, satisfied customers have vast potential to generate word-of-mouth advertising and awareness, and are able to reach thousands of other customers and potential customers because of the reach of online communication.

Industry Overview

The U.S. overall market for e-commerce retail sales includes 16,000 companies with estimated revenue of $235 billion and the top 50 companies accounting for 60% of the industry revenue.  According to U.S. Census data reports, online retail sales for the fourth quarter of 2010 rose 16.3% to $44.1 billion from the prior year, which recently led to the gradual revenue shift from catalog to internet sales.2Total annual online retail sales in 2010 accounted for 4.2% of total sales.  While some of this growth can be linked to a slight rebound from the current recession, it also indicates strong sector strength as well.

SHIPPING

We will look to offer our consumers low cost and timely delivery of product by negotiating with shipping companies to offer a flat rates on various products.  We will also seek to ship orders to customers on the same day if placed before 2pm Eastern Standard Time, Monday through Friday, Holidays excluded.  Our goal will be to deliver all orders within one to four business days via third party shippers such as, United Parcel Service or United States Postal Service.

2Excerpt from Internet and Catalog Retailers Industry Profile, First Research, March 2011.  Obtained at http://www.firstresearch.com/industry-research/Internet-and-Catalog-Retailers.html

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COMPETITION

The online commerce market is rapidly evolving and intensely competitive, and we expect the competition to intensify in the future. Barriers to entry are minimal, and current and new competitors can launch new sites at a relatively low cost. In addition, the health improvement industry is intensely competitive. We currently or potentially compete with a variety of other companies. These competitors include: (i) direct competitors that specialize in or derive a substantial portion of their revenues from online retail and direct marketing of health and wellness products, including Vitacost; (ii) various nutrition centers and vendors of other health related products such as sports nutrition, diet or other wellness products, including General Nutrition Centers; and (iii) online vendors of dietary supplements, vitamins, minerals and herbs, with significant brand awareness, sales volume and customer bases, such as and VitaminShoppe.

We believe that the principal competitive factors in our market are brand recognition, selection, convenience, price, accessibility, customer service, and speed of order fulfillment. Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than Pazoo. In addition, online retailers may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies as use of the Internet and other online services increases. Some of our competitors may be able to secure merchandise from vendors on terms that are more favorable, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory availability policies and devote substantially more resources to website and systems development than our company. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our financial condition, operational results, business, and prospects.  Furthermore, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions or acquisitions that could have a material adverse effect on our financial condition, operational results, business, and prospects.

PATENTS, TRADEMARKS, AND LICENSES

We have filed for a trademark application for IUCSS with the United States Patent and Trademark Office (USPTO) on April 8, 2011, bearing Serial Number 85290478. On June 29, 2011 we filed a name change to Pazoo, Inc. with the USPTO bearing docket number 0078851-000005. See Exhibit 99.2 “Trademark Application”.

Government Regulation

We are subject to federal and state consumer protection laws, including laws protecting the privacy of consumer non-public information and regulations prohibiting unfair and deceptive trade practices. In particular, under federal and state financial privacy laws and regulations, we must provide: (i) notice to consumers of our policies on sharing non-public information with third-parties; (ii) advance notice of any changes to our policies; and (iii) with limited exceptions, provide consumers the right to prevent sharing of their non-public personal information with unaffiliated third parties. Furthermore, the growth and demand for online commerce could result in more stringent consumer protection laws that impose additional compliance burdens on online retailers. These consumer protection laws could result in substantial compliance costs and could interfere with the conduct of our business.

There is currently great uncertainty in many states whether or how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet and commercial online retailers. These issues may take years to resolve. For example, tax authorities in a number of states, as well as a Congressional advisory commission, are currently reviewing the appropriate tax treatment of companies engaged in online commerce, and new state tax regulations may subject us to additional state sales and income taxes. New legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or a change in application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes on our business. These taxes could have an adverse effect on our results of operations. Furthermore, there is a possibility that we may be subject to significant fines or other payments for any currently unknown past failures to comply with these requirements.

The sale of nutritional supplements is subject to extensive legislation in the U.S. and abroad. The FDA is responsible for enforcing the Federal Food, Drug and Cosmetic Act, or FDCA, which governs the formulation, packaging, labeling, manufacturing and distribution of vitamins, minerals, herbs and other nutritional supplements, as well as the sale of over the counter, or OTC, drugs. The Federal Trade

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Commission, or FTC, is responsible for overseeing the advertising of nutritional supplements, and is primarily concerned with publicly made health claims that are not substantiated by definitive scientific studies. The U.S. Postal Service governs advertising as it relates to product safety. Regulation of certain aspects of the nutritional supplement business at the federal level is also governed by the Consumer Safety Product Commission, the Department of Agriculture and the Environmental Protection Agency. The formulation, manufacture, packaging, labeling and sale of nutritional supplements are also subject to extensive state, local and foreign legislation.

The FDCA addresses dietary supplements principally through the Dietary Supplement Health and Education Act of 1994, or DSHEA. The DSHEA defines “dietary supplements” as vitamins, minerals, herbs, other botanicals, amino acids and other dietary substances that are used to supplement the diet, as well as concentrates, constituents, extracts or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients that were on the market before October 15, 1994 may be used in dietary supplements without notifying the FDA. However, a “new” dietary ingredient (i.e., a dietary ingredient that was not marketed in the U.S. before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been “present in the food supply as an article used for food” without having been “chemically altered.” A new dietary ingredient notification must provide the FDA with evidence of a “history of use or other evidence of safety” which establishes that use of the dietary ingredient “will reasonably be expected to be safe.” A new dietary ingredient notification must be submitted to the FDA at least 75 days before the new dietary ingredient can be marketed. Furthermore, there can be no assurance that the FDA will accept evidence purporting to establish the safety of any new dietary ingredients that we may want to market, and the FDA’s refusal to accept such evidence could prevent the marketing of such dietary ingredients. The FDA is in the process of developing guidance for the industry to clarify its interpretation of the new dietary ingredient notification requirements, and this guidance has the potential to raise new and significant regulatory barriers for new dietary ingredients. In addition, increased FDA enforcement could lead the FDA to challenge dietary ingredients already on the market as “illegal” under the FDCA because of the failure to file a new dietary ingredient notification.

DSHEA permits “statements of nutritional support” to be included in labeling for dietary supplements without FDA pre-approval. Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect the structure, function or well-being of the body, but such statements may not state that a dietary supplement will diagnose, cure, mitigate, treat or prevent a disease unless such claim has been reviewed and approved by the FDA. A company that uses a statement of nutritional support in labeling must possess evidence substantiating that the statement is truthful and not misleading. In some circumstances, it is necessary to disclose on the label that the FDA has not “evaluated” the statement, to disclose the product is not intended to combat disease and to notify the FDA about our use of the statement within 30 days of marketing the product. However, there can be no assurance that the FDA will not determine that a particular statement of nutritional support that we want to use is an unacceptable disease claim or an unauthorized version of a “health claim.” Such a determination might prevent the use of such a claim.

In addition, DSHEA provides that certain so-called “third-party literature,” e.g., a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used “in connection with the sale of a dietary supplement to consumers” without being subject to labeling regulations. Such literature must not be false or misleading, the literature may not “promote” a particular manufacturer or brand of dietary supplement and a balanced view of the available scientific information on the subject matter must be presented. There can be no assurance, however, that all third-party literature that we would like to disseminate in connection with our products will satisfy each of these requirements, and failure to satisfy all requirements could prevent use of the literature or subject the product to regulation as an unapproved drug.

As authorized by DSHEA, the FDA has recently proposed Good Manufacturing Practices, or GMPs, specifically for dietary supplements. These new GMP regulations, which are anticipated to be finalized in the near future, would be more detailed than the current GMPs regulating dietary supplements and may, among other things, require dietary supplements to be prepared, packaged and held in compliance with certain rules and might require quality control provisions similar to those set forth in the GMP regulations for drugs. There can be no assurance that if the FDA adopts GMP regulations for dietary supplements we will be able to comply with the new rules without incurring substantial expense.

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The FDA generally prohibits labeling a dietary supplement with any “health claim” (that is not authorized as a “statement of nutritional support” permitted by DSHEA) unless the claim is pre-approved by the FDA. There can be no assurance that some of the labeling statements that we would like to use will not be deemed by the FDA to be impermissible “health or disease claims.”

Although the regulation of dietary supplements is in some respects less restrictive than the regulation of drugs, there can be no assurance that dietary supplements will continue to be subject to less restrictive regulation. Legislation has been periodically introduced in Congress, including in 2004 and 2005, to amend the FDCA to place more restrictions on the marketing of dietary supplements. In addition, Congress has been asked to consider various systems for pre-market and post-market review of dietary supplements to make the regulation of these products similar to the regulation of drugs under the FDCA. The FDA regulates the formulation, manufacturing, packaging, labeling and distribution of OTC drug products pursuant to a “monograph” system that specifies active drug ingredients that are generally recognized as safe and effective for particular uses. If an OTC drug is not in compliance with the applicable FDA monograph, the product generally cannot be sold without first obtaining FDA approval of a new drug application, which can be a long and expensive procedure. There can be no assurance that, if more stringent statutes are enacted for dietary supplements, or if more stringent regulations are promulgated, we will be able to comply with such statutes or regulations without incurring substantial expense.

The FDA has broad authority to enforce the provisions of the FDCA with respect to dietary supplements and OTC drugs, including powers to issue a public “warning letter” to a company, to publicize information about illegal products, to request a voluntary recall of illegal products from the market and to request that the Department of Justice initiate a seizure action, an injunction action or a criminal prosecution in U.S. courts.

The FTC exercises jurisdiction over the advertising of dietary supplements. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for making false or misleading advertising claims and for failing to adequately substantiate claims made in advertising. These enforcement actions have often resulted in consent decrees and the payment of civil penalties and/or restitution by the companies involved.

We are also subject to regulation under various state, local and international laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements and OTC drugs. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products. Compliance with such foreign governmental regulations is generally the responsibility of our distributors in those countries. These distributors are independent contractors whom we do not control.

In addition, from time to time in the future, we may become subject to additional laws or regulations administered by the FDA or by other federal, state, local or foreign regulatory authorities, to the repeal of laws or regulations that we consider favorable, such as DSHEA, or to more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations, and we cannot predict what effect additional governmental regulation, if and when it occurs, would have on our business in the future. Such developments could, however, require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, additional personnel or other new requirements. Any such developments could have a material adverse effect on our business.

Our fiscal year end is December 31.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors serve until their successors are elected and qualified. Our directors elect our officers to a term of one (1) year and they serve until they are reelected or their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees.

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The name, age, and position of our present officers and directors is set forth below:

Name	Age	Title
David Cunic	32	Chief Executive Officer, Director
Steven Basloe	60	President, Director
Ben Hoehn	30	Chief Operating Officer
Gregory Jung	44	Chief Financial Officer, Director

With the exception of Ben Hoehn, who has held his position since September 2011, the persons named above have held their offices/positions since November 2010 and we expect them to hold their offices/positions at least until the next annual meeting of our shareholders.

David M. Cunic – Chief Executive Officer, Director

David Cunic is a member of various physical therapy and community service organizations, as well as the owner and manager of DMC Athletics & Rehabilitation, Inc. (DMC).  Educated with a Bachelor of Health Science and Master of Physical Therapy from the University of New England, David is highly trained in sports medicine, orthopedics, and manual therapy and has had the honor of working with prestigious doctors from numerous professional and Olympic sport teams.  In addition, prior to forming DMC, he has worked at inpatient facilities and has managed several outpatient orthopedic clinics.  Mr. Cunic periodically refines his knowledge and manual skills through workshops and continuing education seminars, but what makes him truly unique is his ability to relate to his patients, which is a result of receiving intensive physical therapy himself for four years.  David is a certified personal trainer and a licensed referee for the United States Soccer Federation.

Steven Basloe – President, Executive Vice President of Marketing and Sales, Director

Steven Basloe holds a Bachelor of Science degree and a Master in Business Administration in marketing, as well as a Juris Doctorate, all from Syracuse University.  Mr. Basloe brings over three decades of sales and marketing experience to PAZOO and will play a key role in developing strategic plans for advertising, sales, marketing, and distribution.  Mr. Basloe recently served as owner of SMB Marketing Group where he successfully provided consulting services in creative and strategic planning to major corporations such as Bertelsmann, Warner’s, Samsung, S. Rothschild, and Alfred Haber Distribution.

Ben Hoehn – Chief Operating Officer

Ben Hoehn has both a Bachelor and a Master of Science in Criminal Justice from the University of Cincinnati.  He is currently the Chief Operating Officer for all 3 of DMC Athletics and Rehabilitation’s physical therapy and personal training facilities as well as DMC's Nutritional Line.  Prior to his work at DMC, he worked in Cincinnati for a non-profit organization that worked with the Cincinnati Police Department in crime and problem solving techniques.

Gregory Jung – Chief Financial Officer, Director

Gregory Jung holds a Bachelor of Science degree from Michigan State University in Food Systems Economics and Management.  Mr. Jung brings over 14 years of capital markets experience spanning the areas of equity and fixed income trading, compliance, and supervision in the planning and delivery within client relationships.  He has formerly held FINRA Series 4, 7, 24, 53, 55, and 63 licenses.

Possible Potential Conflicts

The OTCBB on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.

No member of management will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officers and directors in that they may have other business interests in the future to which they devotes their attention, and may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such business judgment as is consistent with each officer's understanding of his fiduciary duties to us.

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Currently we have three officers and directors and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

We cannot provide assurances that our efforts to eliminate the potential impact of any conflicts of interest will be effective.

Code of Business Conduct and Ethics

In January 1, 2011, we adopted a Code of Ethics and Business Conduct that is applicable to our future employees, concurrently with adopting a separate Code of Ethics for Principal Executive and Senior Financial Officers or persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

● full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company

● compliance with applicable governmental laws, rules and regulations

● the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and

● accountability for adherence to the Code of Ethics.

Copies of our Code of Ethics and Business Conduct and Code of Ethics for Principal and Senior Financial Officers are being filed as Exhibit 99.2 to our Registration Statement of which this prospectus is a part.

Board of Directors

Our directors hold office until the completion of their terms of office, which is not longer than one year, or until they have been reelected or their successor(s) have been elected. Our directors terms of office expire on November 16, 2011. All officers are appointed annually by the board of directors and, subject to existing employment agreements (of which there are currently none), serve at the discretion of the board. Currently, directors receive no compensation for their role as directors but may receive compensation for their role as officers.  In hope of attracting exemplary professionals, the company reserves the right to compensate outside directors when such outside directors are elected.

Involvement in Certain Legal Proceedings

During the past five years, no present director, executive officer or person nominated to become a director or an executive officer of us:

(1) had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

40

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. engaging in any type of business practice; or

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

(5) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

Committees of the Board of Directors

Concurrent with having sufficient members and resources, our board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

EXECUTIVE COMPENSATION

We will reimburse all directors for any expenses incurred in attending directors' meetings provided that we have the resources to pay these fees. At the current time we do not have officers and directors liability insurance.  We will consider applying for officers and directors liability insurance at such time when we have the resources to do so.

Summary Executive Compensation Table

The following table shows, for the period from November 16, 2010 (inception) to December 31, 2010, and the first nine months of 2011, compensation awarded to or paid to, or earned by, our Chief Executive Officer, President, Chief Operating Officer, and Chief Financial Officer. 

41

Summary Compensation Table
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)

David Cunic,	2011	-	-	-	-	-	-	-	-
CEO and Director	2010	-	-	-	-	-	-	(1)	-
Steve Basloe,	2011	-	-	-	-	-	-	-	-
President and Director	2010	-	-	-	-	-	-	(2)	-
Ben Hoehn,	2011	-	-	-	-	-	-	(3)	-
COO	2010	-	-	-	-	-	-	-	-
Gregory Jung,	2011	13,462	-	-	-	-	-	-	-
CFO and Director	2010	-	-	-	-	-	-	(4)	-

We have no formal employment arrangement with our Directors and their compensation has not been fixed or based on any percentage calculations. Our Directors will make all decisions determining the amount and timing of their compensation and, for the immediate future, will not receive any compensation. Our Directors compensation amounts will be formalized if and when their annual compensation exceeds $50,000.

(1)   David Cunic, our Chief Executive Officer and Director, was issued 15,000,000 shares of no cost basis common stock at inception in 2010

(2)   Steve Basloe, our President and Director, was issued 15,000,000 shares of no cost basis common stock at inception in 2010.  However, Mr. Basloe directed that certain of his founder’s shares be titled in the names of his four children.  Jeremy Basloe, Adam Basloe, Daniel Basloe, and Rebecca Basloe each received 250,000 shares of restricted founders stock.

(3)   Ben Hoehn, our Chief Operating Officer, was issued 2,500,000 shares of common stock valued at $12,500 in 2011 and replaced Gina Morreale as Secretary and Treasurer

(4)   Gregory Jung, our Chief Financial Officer, was issued 12,500,000 shares of common stock in 2010 and is the only Director receiving monetary compensation in 2011 from the Company for his services in the amount of $25,000 per year.  As of September 30, 2011, Mr. Jung’s compensation was in the amount of $13,462.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 30, 2011, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 48,182,000 shares of common stock.

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Title of class	Name and address of beneficial owner	Amount of beneficial ownership		Percent of class*
Common	David Cunic 13 Old Mill Drive Denville NJ 07834		15,000,000		31.1	%
Common	Steve Basloe 560 Sylvan Avenue Englewood NJ 07632		14,000,000		29.1	%
Common	Gregory Jung 17625 North 14th Street Phoenix AZ 85022		12,500,000		25.9	%
Common	Ben Hoehn 496 Mayhow court South Orange NJ 07079		2,500,000		5.2	%
Common	Gina Morreale 361 Mohegan Circle Lafayette NJ 07848		2,500,000		5.2	%
Common	Total beneficial ownership		46,500,000		96.5	%

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

In accordance with the provisions in our Articles of Incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the company’s Articles of Incorporation, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

43

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

PAZOO, Inc.

Cedar Knolls, NJ 07927-1901

We have audited the accompanying balance sheet of PAZOO, Inc., a development stage enterprise, as of December 31, 2010, and the related statements of income, stockholders' equity, and cash flows for the period from November 16, 2010 (Date of Inception) through December 31, 2010.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PAZOO, Inc., as of December 31, 2010, and the results of its operations and its cash flows for the period from November 16, 2010 (Date of Inception) through December 31, 2010, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 4 to the financial statements, unless the Company is successful in expanding its operations and generating sufficient cash flow to meet its obligations, the Company is likely to cease operations.  These matters raise substantial doubt about the Company's ability to continue as a going concern.  Management's plan in regard to these matters is also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Santora CPA Group

Newark, DE 19713-4309

November 17, 2011

44

PAZOO, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
	December 31, 2010
ASSETS
Current assets:
Prepaid expense	$	3,000
Total current assets		3,000
Total assets	$	3,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans payable - related party	$	1,615
Total current liabilities		1,615
Total liabilities	$	1,615
Stockholders' equity:
Common stock, 980,000,000 shares authorized, 45,600,000 shares issued and outstanding as of December 31, 2010		600
Additional paid in capital		2,400
Retained earnings (accumulated deficit)		(1,615	)
Total stockholders' equity		1,385
Total liabilities and stockholders' equity	$	3,000

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

45

PAZOO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
	November 16, 2010 (Inception) to December 31, 2010
Net sales	$	-
Cost of goods sold		-
Gross profit		-
Organizational costs		1,615
Loss from operations		(1,615	)
Net loss	$	(1,615	)
Weighted average common shares outstanding - Basic and Diluted		45,600,000
Net loss per common share - Basic and Diluted	$	-

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

46

PAZOO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
	November 16, 2010 (Inception) to December 31, 2010
Cash flows from operating activities:
Net loss	$	(1,615	)
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(3,000	)
Stock issued for services		3,000
Net cash used in operating activities		(1,615	)
Cash flows from investing activities:
Net cash used in investing activities		-
Cash flows from financing activities:
Increase in loans payable		1,615
Net cash provided by financing activities		1,615
Net (decrease) increase in cash and cash equivalents		-
Cash and cash equivalents end of period	$	-

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

47

PAZOO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
	Common Stock (in shares)		Common Stock		Preferred Stock (in shares)		Preferred Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)			Total Stockholders' Equity
Beginning Balance at Nov. 16, 2010 (Inception)		-		-		-				-		-		-			-
Founders' Stock, issued at no cost on November 16, 2010		45,000,000		-		-		-		-		-		-			-
Stock issued to consultants for services rendered on November 16, 2010		600,000		600		-				2,400		-		-			3,000
Net loss		-		-		-		-		-		-		(1,615	)		(1,615	)
Ending Balance at Dec. 31, 2010		45,600,000		600		-		-		2,400		-		(1,615	)		1,385

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

48

PAZOO, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 16 2010 (INCEPTION)

THROUGH DECEMBER 31, 2010

Note 1—DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

Description of Business

Pazoo, Inc. was originally incorporated in the State of Nevada as IUCSS, Inc., and is a development stage company with our operating headquarters in Cedar Knolls, New Jersey as an online retailer and distributer of nutritional foods/supplements, wellness goods, and fitness apparel.  We changed our name on May 9, 2011 to take advantage of unique branding and website opportunities in the health improvement field.  The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, "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 its product to the market.  The Company has not commenced any commercial operations as of December 31, 2010.

Use of Estimates

In accordance with Generally Accepted Accounting Principals (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

For certain of the Company's assets and liabilities, including prepaid expense, the carrying amounts approximate fair value due to their short maturities.  The amounts shown for loanss payable also approximate fair value because current interest rates and terms offered to the Company for similar debt are substantially the same.

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.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. 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.

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.  The company has made no adjustments to inventory for products which may have, or are approaching, the end of their shelf life.   Inventory cost is determined using the weighted average cost method.

Net Income 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, unless the effects of such exercises and conversions would have been anti-dilutive.

	For the period ending December 31, 2010
Weighted average common shares outstanding
Basic		45,600,000
Diluted		45,600,000
Net income per common share
Basic	$	-
Diluted	$	-

49

Note 2—RELATED PARTY TRANSACTIONS

Loans Payable

Pazoo, Inc. entered into a Promissory note with Integrated Capital Partners Incorporated (ICPI) and used the funds for startup and organizational costs.  ICPI is a Series A Preferred stockholder.

Note 3—STOCKHOLDERS’ EQUITY

Common Stock

Common shares outstanding totaled 45,600,000 at December 31, 2010.  In November 2010, Pazoo, Inc. issued stock at inception at no cost per share.  We issued 15,000,000 shares of common stock to our Chief Executive Officer and Director, David Cunic, 15,000,000 shares of common stock to our President and Director, Steve Basloe (however, he requested that 250,000 shares each for his four children be registered in their names), 12,500,000 shares of our common stock to our Chief Financial Officer, Gregory Jung, and 2,500,000 shares of our common stock to our then, Secretary and Treasurer, Gina Morreale.  Also, in November 2010, we issued 600,000 shares of common stock to three consultants for prepaid services to be completed in 2011. Voting rights are non cumulative for the holders of the common shares.

Note 4—GOING CONCERN

Going Concern

The company was formed in November 2010.  We have limited operations and are still in the development stage.   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 generating online revenue through an increase of products on our website.  We have spent minimal capital resources on marketing and brand advertising; however, we have $636 in product revenue in one month with essentially three product offerings through our mini website (which was launched in August 2011).  ICPI has committed to additional funding upon the filing of a registration statement, and subsequently upon the effectiveness of the registration statement.  These funds will be used to market the name “Pazoo” and to add additional product offerings on our main website.

Note 5—RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

50

PAZOO, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
	September 30, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	2,601			-
Inventories		1,050			-
Prepaid expense		-			3,000
Advance to vendor		12,900			-
Total current assets		16,551			3,000
Property and equipment, net		-			-
Total assets	$	16,551			3,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,527			-
Payroll liabilities		2,079			-
Loans payable - related party		13,302			1,615
Interest payable		21			-
Total current liabilities		23,929			1,615
Total Liabilities	$	23,929			1,615
Stockholders' equity:
Common stock, $0.001 par value; 980,000,000 shares authorized, 48,182,000 shares issued and outstanding as of September 30, 2011		3,182			600
Preferred stock, 20,000,000 shares authorized, 2,000,000 shares issued and outstanding at September 30, 2011		100,000			-
Warrants, 2,000,000 issued and outstanding at September 30, 2011		-			-
Additional paid-in capital		12,728			2,400
Retained earnings (accumulated deficit)		(123,288	)		(1,615	)
Total stockholders' equity		(7,378	)		1,385
Total liabilities and stockholders' equity	$	16,551			3,000

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

51

PAZOO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
	For the Period Ended  September 30, 2011			November 16, 2010 (Inception) to September 30, 2011
Net sales	$	636		$	636
Cost of goods sold		390			390
Gross profit		246			246
Selling, general and administrative expenses		49,980			49,980
Professional fees		37,112			37,112
Interest expense		21			21
Equipment		3,904			3,904
Organizational costs		3,642			5,257
Website setup		27,260			27,260
Total operating expenses		121,919			123,534
Loss from operations		(121,673	)		(123,288	)
Provision for income taxes		-			-
Net loss	$	(121,673	)	$	(123,288	)
Weighted average common shares outstanding
Basic		48,182,000			48,182,000
Diluted		70,182,000			70,182,000
Net loss per common share
Basic	$	-		$	-
Diluted	$	-		$	-

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

52

PAZOO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
	For the Period Ended  September 30, 2011			November 16, 2010 (Inception) to September 30, 2011
Cash flows from operating activities:
Net loss	$	(121,673	)	$	(123,288	)
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilities:
Inventories		(1,050	)		(1,050	)
Prepaid expenses and other current assets		(9,900	)		(12,900	)
Accounts payables		8,527			8,527
Stock issued for services		12,910			12,910
Interest Payable		21			21
Payroll liabilities		2,079			2,079
Net cash used in operating activities		(109,086	)		(113,701	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Loans payable - related party		11,687			13,302
Common stock		-			3,000
Preferred stock		100,000			100,000
Net cash provided by financing activities		111,687			116,302
Net decrease in cash and cash equivalents		2,601			2,601
Cash and cash equivalents end of period	$	2,601		$	2,601

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

53

PAZOO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
	Common Stock (in shares)		Common Stock		Preferred Stock (in shares)		Preferred Stock		Additional Paid In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)			Total Stockholders' Equity
Beginning Balance at Nov. 16, 2010 (Inception)		-		-		-				-		-		-			-
Founders' Stock, issued at no cost on November 16, 2010		45,000,000		-		-		-		-		-		-			-
Stock issued to consultants for services rendered on November 16, 2010		600,000		600		-				2,400		-		-			3,000
Net loss		-		-		-		-		-		-		(1,615	)		(1,615	)
Ending Balance at Dec. 31, 2010		45,600,000		600		-		-		2,400		-		(1,615	)		1,385
Preferred Stock		-		-		2,000,000		100,000		-		-		-			100,000
Stock issued for marketing research services from July 2011 through September 2011		82,000		82		-		-		328		-		-			410
Stock based compensation		2,500,000		2,500		-		-		10,000		-		-			12,500
Net loss		-		-		-		-		-		-		(121,673	)		(121,673	)
Ending Balance at September 30, 2011		48,182,000		3,182		2,000,000		100,000		12,728		-		(123,288	)		(7,378	)

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

54

PAZOO, INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(UNAUDITED)

Note 1—DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

Description of Business

Pazoo, Inc. was originally incorporated in the State of Nevada as IUCSS, Inc., and is a development stage company with our operating headquarters in Cedar Knolls, New Jersey as an online retailer and distributer of nutritional foods/supplements, wellness goods, and fitness apparel.  We changed our name on May 9, 2011 to take advantage of unique branding and website opportunities in the health improvement field.  The Company is considered to be in the development stage as defined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities.  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 its product to the market.  The Company is in the initial stages of commencing commercial operations as of September 30, 2011.

Use of Estimates

In accordance with Generally Accepted Accounting Principals (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

For certain of the Company's assets and liabilities, including prepaid expense, the carrying amounts approximate fair value due to their short maturities.  The amounts shown for loans payable also approximate fair value because current interest rates and terms offered to the Company for similar debt are substantially the same.

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.

55

Stock Based Compensation

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, stock appreciation rights, and stock-based payments 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 or performance completion date.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. 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.

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 has recently purchased inventory and as such, there are no products that are approaching the end of their shelf life.  Inventory cost is determined using the weighted average cost method.

Advance to Vendors

Deposit for product, $25,800, was placed into attorney escrow in February 2011.  Half of the amount, $12,900, was released with the remaining amount, $12,900, to be released upon satisfactory delivery of product.  The remaining escrow amount was returned in June 2011 due to non-delivery of product by this particular vendor and as of September 30, 2011, we are still awaiting delivery of product.

Income Taxes

Since inception to September 30, 2011, the Company had no reserves for unrecognized tax benefits on the balance sheet.  There are currently no income tax examinations in progress.  The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The Company files income tax returns in the U.S. federal jurisdiction and in the state of New Jersey. The Company has filed all required Federal and State tax returns for the period ending December 31, 2010.

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, unless the effects of such exercises and conversions would have been anti-dilutive. At September 30, 2011, there were 2,000,000 shares of Series A Convertible Preferred Stock outstanding which have been included in the calculation of diluted common shares outstanding.  Each share of Series A Convertible Preferred Stock converts, at the option of the holder, into 10 shares of the Company’s common stock.  Also at September 30, 2011, there were 2,000,000 warrants outstanding, each exercisable for 1 common share.

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	For the period ending
	September 30,		December 31,
	2011		2010
Weighted average common shares outstanding
Basic		48,182,000		45,600,000
Diluted		70,182,000		45,600,000
Net loss per common share
Basic	$	-	$	-
Diluted	$	-	$	-

Note 2—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 (Series A Preferred Stock), 2,500,000 Series B Non-convertible Preferred Stock (Series B Preferred Stock), and 7,500,000 Series C Non-convertible Preferred Stock (Series C Preferred Stock).  We have issued 2,000,000 shares of Series A Prefered Stock to date.  No Series B Preferred Stock or Series C Preferred Stock has been issued.

In January 2011, we issued 1,000,000 Series A Preferred Stock to Integrated Capital Partners, Inc. (ICPI) at a price of $0.05 per share for $50,000 in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) in reliance on Section 4(2) of the Act

In February 2011, we issued 1,000,000 Series A Preferred Stock to Integrated Capital Partners, Inc. (ICPI) at a price of $0.05 per share for $50,000 in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) in reliance on Section 4(2) of the Act.

Warrant

Simultaneous with the purchase of Series A Preferred Stock in 2011, we issued 2,000,000 warrants to Integrated Capital Partners, Inc. (ICPI) and each warrant entitles its owner to purchase 1.00 common shares for each Series A Preferred Stock at an exercise price of $0.05 per common share thereunder, 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 September 30, 2011.  These warrants had negligible fair value at the time of issuance.

Common Stock

From July 1 to September 30, 2011, we issued 82,000 shares of our common stock to 41 individuals in exchange for evaluation of our website functionality and beta testing logistics.

In September 2011, we issued 2,500,000 shares of our common stock to our Chief Operating Officer, and new Secretary and Treasurer, Ben Hoehn.  Pazoo, Inc. issued this stock to Mr. Hoehn in exchange for $12,500 of services rendered at a price of $0.005 per share.

As of September 30, 2011 there are 48,182,000 shares of common stock outstanding.

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Note 3—RELATED PARTY TRANSACTIONS

Related Party Transactions

David Cunic has ownership interests in Pazoo, Inc. as a Board Member and the CEO of Pazoo.  He is also the owner of DMC Athletics & Rehabilitation, Inc. ("DMC"), a physical therapy personal training clinic in Cedar Knolls, New Jersey.  Pazoo subleases office space from DMC at 15A Saddle Road, Cedar Knolls, NJ 07927, which is also the location of DMC.  Mr. Cunic spends roughly 40 hours contributing to the advancement of Pazoo, Inc.  Gina Morreale was previously employed as Secretary/Treasurer for Pazoo, Inc. 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.

ICPI was previously the investor relations firm for VitaminSpice, LLC, prior to its investment into Pazoo, Inc.  VitaminSpice and Pazoo signed a supply agreement on February 2011.

Loans Payable- Related Party

Pazoo, Inc. entered into Promissory notes with Integrated Capital Partners Incorporated (ICPI) and used the funds for startup and organizational costs.  ICPI is a Series A Preferred stockholder.

Note 4—CONTRACTUAL COMMITMENTS AND LONG TERM LIABILITIES

Contractual commitments and Long Term Liabilities

Pazoo, Inc. sublets office space at $500 per month from DMC Athletics & Rehabilitation (DMC) for a twelve-month term which commenced on April 1, 2011.  This lease may be extended on a year-to-year basis at the sole option of Pazoo, Inc.  For the term of the sublet period, we have agreed to maintain public liability insurance on the property as stated in the same amounts of DMC’s original lease with the landlord.  We also lease office space from Alaris Business Centers at 5450 East High Street, Phoenix, Arizona, 85054.

Note 5—GOING CONCERN

Going Concern

During the nine months ended September 30, 2011, the Company incurred net losses of $121,673.  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 generating online revenue through an increase of products on our website.  We have spent minimal capital resources on marketing and brand advertising; however, we have $636 in product revenue in one month with essentially three product offerings through our mini website (which was launched in August 2011).  ICPI has committed to additional funding upon the filing of a registration statement, and subsequently upon the effectiveness of the registration statement.  These funds will be used to market the name “Pazoo” and to add additional product offerings on our main website.

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Note 6—OTHER NOTES

Current Liabilities

During our development stage we received loans for organizational and startup expenses from ICPI in the form of Promissory notes totaling $13,302.

Selling, General, and Administrative (SG&A)

We incurred SG&A payroll and rent expenses of $16,774 and $10,637, respectively.  In September 2011 we had $12,500 in stock based compensation to our Chief Operating Officer, Ben Hoehn.

Professional Fees

We incurred general counsel, patent/trademark counsel, and accounting fees for $12,225, $12,399, and $10,800, respectively.

Website Setup

We incurred website hosting and setup fees of $27,260 which went towards coding, setup, and search engine optimization expenses for our mini website and main website design.

Note 7—RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements

In 2010, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) to address diversity in practice in interpreting the pro forma revenue and earnings disclosure requirements for business combinations. The ASU specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the current year business combination(s) had occurred as of the beginning of the comparable prior annual reporting period. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

In 2011, the FASB issued an ASU which amends guidance for the presentation of comprehensive income. The amended guidance requires an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The current option to report other comprehensive income and its components in the statement of stockholders’ equity will be eliminated. Although the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under existing guidance. As of September 30, 2011, we have no comprehensive income.  We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution.

The Company has agreed to pay for all costs associated with the preparation and filing of this Form S-1. No additional shares of the company’s stock will be issued as a result of this filing and only shares previously issued (or shares into which previously issued Series A Preferred Stock are convertible into) are being registered hereunder.  Accordingly, there are no costs or other expenses associated with the issuance and distribution of any additional shares, as no additional shares are being issued at this time.

Indemnification of Directors and Officers.

            Article VIII of our Articles of Incorporation (See, Exhibit 3.1) and Article Eleven of the Company’s By-Laws (See, Exhibit 3.2) provide that our officers and directors are afforded indemnification, by the company, to the greatest extend allowable under the General Corporation Law of the State of Nevada.  Also, the Board of Directors is afforded the power to purchase and maintain Officers and Directors Liability Insurance.  However, at this time the company does not maintain Officers and Directors Liability Insurance due to current cost constraints.

Recent Sales of Unregistered Securities.

The company has not sold any unregistered common stock of the company.  As set forth herein, the only common stock issued by the company is: (i) founders stock to our officers and directors; (ii) stock issued to certain consultants for services rendered; and (iii) stock issued to certain persons of their assistance in the testing of the functionality of our website.  As disclosed above, the company has issued 2,000,000 shares of Series A Preferred Stock to ICPI in accordance with a certain Investment Agreement (See, Exhibit 99.1).  Each share of Series A Preferred Stock is convertible 10 shares of the company’s common stock.  At this time, ICPI has not sought to convert any of its Series A Preferred Stock.

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EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Legal Opinion & Consent
10.2	DMC Sublease
14.1	Code of Ethics and Business Conduct
14.2	Code of Ethics for Principal Executives and Senior Financial Officers
23.1	Auditors Consent
99.1	Investment Agreement
99.2	Trademark Application
99.3	VitaminSpice Supply Agreement
99.4	Platinum Stock Transfer Agent
99.5	ICPI Promissory Note 1
99.6	ICPI Promissory Note 2
99.7	ICPI Promissory Note 3
99.8	ICPI Promissory Note 4
99.9	ICPI Promissory Note 5
99.10	ICPI Promissory Note 6

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Cedar Knolls, State of New Jersey, on November 17, 2011.

PAZOO, INC.
(Registrant)
By:	/s/ David M. Cunic
	David M. Cunic / C.E.O.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Gregory Jung
	Gregory Jung / C.F.O.
	November 17, 2011

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

of

IUCSS, Inc.

A Nevada Corporation

I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes, the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true:

ARTICLE I

NAME

The name of the corporation is IUCSS, Inc.

ARTICLE II

PRINCIPAL OFFICE

Section 2.01 Commercial Registered Agent. The name and address of its Commercial Registered Agent for service process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4, Carson City, Nevada 89701.

Section 2.02 Other Offices. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders held outside the State of Nevada with the same effect as if in the State of Nevada.

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ARTICLE III

SHARES OF STOCK

Section 3.01 Number and Class. The amount of the total authorized capital stock of this corporation is Seventy-Five Million (75,000,000) shares with a par value of $0.001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one of more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

Section 3.02 No Preemptive Rights. Holders of the Common Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its discretion, may determine from time to time.

Section 3.03 Assessment of Shares. The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors of the corporation shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

ARTICLE IV

DIRECTORS

Section 4.01 Governing Board. The members of the Board of Directors of the corporation shall be styled directors.

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Section 4.02 Initial Board of Directors. The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and address(s) of the initial members of the Board of Directors are as follows:

NAME                              ADDRESS

David M. Cunic, of 711 S. Carson, Suite 4, Carson City, Nevada 89701

These individuals shall serve as directors of the corporation until the first annual meeting of the stockholders or until their successors shall have been elected and qualified.

Section 4.03 Change in the Number of Directors. The number of directors may be increased or decreased by duly adopted amendment to the Bylaws of the corporation.

ARTICLE V

PURPOSE

The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

ARTICLE VI

INCORPORATORS

The name and address of the sole incorporator is Sandra L. Miller 711 S. Carson, Ste 4, Carson City, Nevada 89701.

ARTICLE VII

PERIOD OF DURATION

This corporation is to have A PERPETUAL existence.

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ARTICLE VIII

DIRECTORS AND OFFICERS' LIABILITY

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.

ARTICLE IX

INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connections therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to

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be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE X

AMENDMENTS

Subject at all times to the express provisions of Section 4.03, hereof, which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said Bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.

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ARTICLE XI

POWERS OF DIRECTORS

In furtherance, and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized:

(1)     Subject to the Bylaws, if any, adopted by the stockholders, to make, alter or repeal the Bylaws of the corporation;

(2)     To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation;

(3)     To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities;

(4)     To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and

(5)     By resolution adopted by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the By-laws of the Board of Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it Such committee or committees shall have such name or names as may be stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.

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IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of November, 2010 hereby declaring and certifying that the facts stated herein above are true.

/s/ Sandra L. Miller

Sandra L. Miller

Sole Incorporator

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF COMMERCIAL

REGISTERED AGENT

IN THE MATTER OF: IUCSS, Inc.

Resident Agents of Nevada, Inc. with address at 711 S. Carson, Ste 4, Carson City, Nevada 89701, hereby accepts the appointment as Commercial Registered Agent of the above-entitled corporation in accordance with NRS 78.090.

Furthermore, that the mailing address for the above registered office is as set forth above.

IN WITNESS WHEREOF, I hereunto set my hand this 16th day of November 2010.

By:	/s/ Sandra L. Miller
	Sandra L. Miller
	Resident Agents of Nevada, Inc.
	Commercial Registered Agents

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

PAAZOO, INC.

A NEVADA CORPORATION

ARTICLE ONE

OFFICES

Section 1.1.     Registered Office - The registered office of this corporation shall be in Carson City, State of Nevada.

Section 1.2.     Other Offices - The corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE TWO

MEETINGS OF STOCKHOLDERS

Section 2.1.     Place - All annual meetings of the stockholders shall be held at registered office of the corporation or at such other place within or without the State of Nevada as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2.2.     Annual Meetings - Annual meetings of the stockholders, commencing with the year 2011, shall be held on the first Friday of December each year if not legal holiday and, if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3.     Special Meetings - Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the purposed meeting.

Section 2.4.     Notices of Meetings - Notices of meetings shall be in writing and signed by the President or a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to

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such stockholder. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 2.5.     Purpose of Meetings - Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.6.     Quorum - The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.7.     Voting - When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any questions brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 2.8.     Share Voting - Each stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.

Section 2.9.     Proxy - At the meeting of the stockholders any stockholder may be presented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

Section 2.10.     Written Consent in Lieu of Meeting - Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

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ARTICLE THREE

DIRECTORS

Section 3.1.     Powers - The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.2.     Number of Directors - The number of directors which shall constitute the whole board shall be one to five (1-5). The number of directors may from time to time be increased or decreased to not less than one nor more than fifteen by action of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.3.     Vacancies - Vacancies in the Board of Directorsincluding those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of a two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously and vacancies on the Board of Directors resulting therefrom shall be filled only by the stockholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

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ARTICLE FOUR

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1.     Place - Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

Section 4.2.     First Meeting - The first meeting of each newly elected Board of Directors shall be immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 4.3.     Regular Meetings - Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 4.4.     Special Meetings - Special Meetings of the Board of Directors may be called by the Chairman or the President or by any Vice-President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 4.5.     Notice - Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

Section 4.6.     Waiver - The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.7.     Quorum - A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

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Section 4.8.     Adjournment - A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

ARTICLE FIVE

COMMITTEES OF DIRECTORS

Section 5.1.     Power to Designate - The Board of Directors may, by resolution adopted by a majority of whole Board, designate one or more committees of the Board of Directors, each committee to consist of one or more of the directors of the corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

Section 5.2.     Regular Minutes - The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 5.3.     Written Consent - Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

ARTICLE SIX

COMPENSATION OF DIRECTORS

Section 6.1.     Compensation - The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall prelude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

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ARTICLE SEVEN

NOTICES

Section 7.1.     Notice - Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.

Section 7.2.     Consent - Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meetings shall be as valid as if they had occurred at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such a meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity of defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 7.3.     Waiver of Notice - Whenever any notice whatsoever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE EIGHT

OFFICERS

Section 8.1.     Appointment of Officers - The officers of the corporation shall be chosen by the Board of Directors and shall be President, a Secretary and a Treasurer. Any person may hold two or more offices.

Section 8.2.     Time of Appointment - The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chairman of the Board who shall be a director, and shall choose a President, a Secretary and a Treasurer, none of whom need be directors.

Section 8.3.     Additional Officers - The Board of Directors may appoint a Vice-Chairman of the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 8.4.     Salaries - The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 8.5.     Vacancies - The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

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Section 8.6.     Chairman of the Board - The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 8.7.     Vice-Chairman - The Vice-Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 8.8.     President - The President shall be the chief executive officer of the corporation and shall have active management of the business of the corporation. He shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.

Section 8.9.     Vice-President - The Vice-President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

Section 8.10.    Secretary - The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Section 8.11.    Assistant Secretaries - The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform such other duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 8.12.    Treasurer - The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

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Section 8.13.    Surety - If required by the Board of Directors, he shall give the corporation a bond in such sum surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 8.14.    Assistant Treasurer - The Assistant Treasurer in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

ARTICLE NINE

CERTIFICATES OF STOCK

Section 9.1.     Share Certificates - Every stockholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of certificate which the corporation shall issue to represent such stock.

Section 9.2.     Transfer Agents - If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officers who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

Section 9.3.     Lost or Stolen Certificates - The Board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit to that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 9.4.     Share Transfers - Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duly of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 9.5.     Voting Shareholder - The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for determination of the stockholders entitled to receive payment of any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholder of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 9.6. Shareholders Record - The corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE TEN

GENERAL PROVISIONS

Section 10.1.    Dividends - Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 10.2.    Reserves - Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 10.3.    Checks - All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 10.4.    Fiscal Year - The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 10.5.    Corporate Seal - The corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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ARTICLE ELEVEN

INDEMNIFICATION

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

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ARTICLE TWELVE

AMENDMENTS

Section 12.1.    By Shareholder - The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

Section 12.2.    By Board of Directors - The Board of Directors by at majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors.

APPROVED AND ADOPTED this 27th day of September, 2011.

/s/ Ben Hoehn

Secretary

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EX-5.1

Exhibit 5.1

HEIMERL LAW FIRM

P.O. Box 964

32 Dumont Rd.

Far Hills, NJ 07931

		New York Offic:
	_________	110 Wall Street
Wolfgang Heimerl, Esq.		11th Floor, PMB-8370
Admitted in NJ & NY	Tel: (908) 470-0200	New York, NY 10005
	Fax: (908) 470-0201	Tel: (212) 709-8370
HeimerlLawFirm@att.net

November 4, 2011              

David M. Cunic, C.E.O.

Pazoo, Inc.

15A Saddle Road

Cedar Knolls, New Jersey  07927

Re: Form S-1 Registration Statement of Pazoo, Inc. (the “Company”)

Dear Mr. Cunic:

At your request, we have examined the Registration Statement which is being filed with the Securities and Exchange Commission ("SEC"), on Form S-1 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 48,182,000 shares of common stock of selling shareholders.

In rendering the following opinion, we have examined and relied only upon the documents, and certificates of officers and directors of the Company as are specifically described below. In our examination, we have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Our examination was limited to the following documents and not others: a) Certificates of Incorporation of the Company, as amended to date; b) By-Laws of the Company, as amended to date; and c) any Board of Directors Resolutions to date. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records.

Based on the foregoing, it is our opinion that the 48,182,000 shares being registered under the Registration Statement for resale by current shareholders have been duly and validly authorized and duly and validly issued and are fully paid and non-assessable.

We express no opinion as to compliance with the Securities Act or "blue sky" laws of any state in which the stock is proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of transfer of the stock. We consent to the filing of this opinion as an exhibit to the Registration Statement in connection with the offering described therein. This opinion covers only matters of Nevada law and nothing in this opinion shall be deemed to imply any opinion related to the laws of any other jurisdiction. We are not admitted to practice law in Nevada but are sufficiently acquainted with the General Corporation Law of the State of Nevada to render this opinion. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above. The information set forth herein is as of the date of this letter.

We disclaim any undertaking to advise you of changes which may be brought to our attention after the effective date of the Registration Statement.

Yours sincerely,

/s/ Wolfgang Heimerl

Wolfgang Heimerl

WH/

EX-10.2

Exhibit 10.2

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of this 1st day of April 2011 by and between DMC Athletics & Rehabilitation„ Inc. (Sub-Landlord, hereinafter called "Sublessor"), Pazoo, Inc., (Sub-Tenant, hereinafter called "Sublessee"), 15-17 Saddle Road, L.L.C., (hereinafter called "Landlord").

W I T N E S S E T H :

WHEREAS, Sublessor is the Tenant of certain premises (referred to in the Lease Agreement, a copy of which is attached as Exhibit A, as the Leased Premises) of which approximately 750. square feet of office space, as indicated on the attached Exhibit B, shall be referred to herein as the "Premises". The Premises is a certain portion of the property commonly known as 15A Saddle Road, Cedar Knolls, New Jersey 07927: and

WHEREAS, Sublessor desires to sublease the Premises to Sublessee, and Sublessee desires to sublease the Premises from Sublessor, upon the terms and conditions hereinafter set forth; and

WHEREAS, Sublessor and Sublessee desire to obtain the approval of Landlord to the within Sublease as required pursuant to Paragraph 10.1 of the Lease Agreement.

NOW THEREFORE, for and in consideration of the exchange of valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

1.     Premises: Term. Sublessor does sublease to Sublessee, arid Sublessee does hereby sublease from Sublessor, the Premises for a 12 month term commencing on April 1, 2011 and terminating. on March 31, 2012, which may be extended on a year to year basis at the sole option of the Sublessee, provided however, that in no event shall any such term be greater than the Sublessor's term in the Lease Agreement (the "Sublease Term"), nor shall this Sublease survive the termination of the Lease Agreement. Sublessee shall inspect the Premises and accept that the Premises are in satisfactory condition and shall accept the Premises "as is". Sublessee expressly acknowledges and agrees that Sublessor shall have no obligation to provide any services to the Premises or to Sublessee, and shall have no liability for any failure of Landlord to provide the same.

2.     Use.  Sublessee warrants and covenants that the Premises shall be used for office use only. Sublessee agrees not to use the Premises in any manner inconsistent with the above stated purpose or in violation of the Lease Agreement.

3.     Rent.  Sublessee covenants and agrees to pay to Sublessor, without demand, deduction, or set-off, $500 per month (the "Monthly Rent") within 5 days of the first day of each calendar month during the Sublease Term. Sublessor shall continue paying Landlord for all monthly rental payments and utility and service charges, ifany, due to Landlord under the Lease Agreement, as required under the Lease Agreement.

4.     Payment of Rent: Default.  Sublessee shall pay the Monthly Rent to Sublessor no later than the first day of each month in advance with a five (5) day grace period. Sublessee acknowledges and agrees that this Sublease is subject and subordinate to the terms of the Lease Agreement and that Sublessee shall, unless contradictory to this Sublease (in which case the terms and conditions of this Sublease shall prevail), otherwise comply

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with each term and condition of the Lease Agreement as if Sublessee were the "Tenant" under the Lease Agreement and perform all of the obligations, responsibilities and duties required of "Tenant" under the Lease Agreement it being agreed that Sublessor shall have all rights and remedies reserved to Landlord under the Lease Agreement (in addition to Landlord's rights and remedies) for a breach or default thereof. Sublessee shall not commit or permit to be committed any act or omission that will violate any provisions of the Lease Agreement, and Sublessee hereby agrees to indemnify, defend and hold harmless Sublessor and Landlord for any and all losses, damages or claims for any such acts or omissions in violation of any such provisions of the Lease Agreement. In the event Sublessee defaults under the terms of this Sublease, or under the terms of the Lease Agreement, Sublessor shall be afforded all of the rights and remedies allowed Landlord pursuant to the terms of the Lease Agreement, and all of such remedies in the Lease Agreement are hereby incorporated herein by reference and made a part hereof. All of such remedies shall be deemed cumulative and none shall be exclusive. If the Lease Agreement terminates, this Sublease shall terminate, and Sublessor and Sublessee shall be relieved of all future obligations under this Sublease as to each other. Sublessee shall not assign this Sublease or further sublet or transfer the Premises or any part thereof without the prior written consent of both Landlord and Sublessor.

5.     Protection of Sublessor and Landlord. Sublessee shall keep the Premises free and clear of all liens or claims of lien arising out of any work performed, materials furnished or obligations incurred on or to the Premises, and Sublessee agrees to indemnify, defend and hold harmless Sublessor and Landlord for any and all losses, damages or claims in connection therewith.

6.     Brokers. Sublessor and Sublessee represent and warrant that no brokers were involved in any way with this Sublease and each party shall indemnify and hold the other harmless from any claim from any broker claiming any commission or fee is due on account of this Sublease.

7.     Successors and Assigns.  The obligations and responsibilities herein shall be binding upon and the rights and benefits shall inure to the parties hereto and their respective successors and assigns.

8.     Alterations to the Premises: Surrender.  Sublessee shall not make any additions, alterations or improvements to the Premises without the prior written consent of both Sublessor and Landlord. Any additions, alterations or improvements to the Premises made by Sublessee shall be made at Sublessee's sole cost and expense and in accordance with all rules and regulations promulgated by Landlord and the laws of any applicable governing authority with respect to the construction of such additions, alterations or leasehold improvements. Sublessee shall indemnify, defend and hold harmless Sublessor and Landlord for any and all losses, damages or claims arising from any alteration or improvement work performed in the Premises by Sublessee or on behalf of Sublessee. Upon expiration or earlier termination of this Sublease, Sublessee shall surrender the Premises in as good a condition and state of repair as exists as of the commencement date of this Sublease, subject to normal wear and tear. In the event that Sublessee makes any alterations to the Premises during the Sublease Term, Sublessee shall be responsible for returning the Premises back to their original condition as of the commencement date of this Sublease upon the expiration of the Sublease Term.

9.     Deposits. Sublessee shall not be required to make any security deposit on account of this Sublease.

10.   Public Liability Insurance. Sublessee agrees to maintain public liability insurance in the types and amounts described in Paragraph 7.1 of the Lease Agreement. The insurance policy required shall name Sublessee as the named insured and Landlord and Sublessor

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as additional insureds. Sublessor shall be furnished a copy of said policy or suitable evidence of insurance. Failure to provide such insurance policy shall be considered an event of default giving Sublessor all available rights and remedies including, without limitation the option to terminate this Sublease.

11.   Entire Agreement: No Modification.  It is expressly agreed between Sublessor, Sublessee and Landlord that there is no verbal understanding or agreement which in any way changes the terms, covenants and conditions herein set forth, and that no modification of this Sublease and no waiver of any of its terms and conditions shall be effective unless made in writing and duly executed by the parties hereto.

12.   Validity. If any provision of this Sublease or the application thereof to any person or circumstance shall to any extent be invalid, the remainder of this Sublease or the application of such provisions to persons or circumstances other than those as to which it is held invalid shall not be affected therein and each provision of this Sublease shall be valid and enforced to the fullest extent permitted by law.

13.   Notices. All notices required or permitted under this Sublease shall be sufficient if in writing and sent by United States Certified Mail, postage prepaid, return receipt requested, or by recognized overnight courier service to the party being given such notice at the following addresses:

Landlord:	Sublessor:	Sublessee:
15-17 Saddle Road LLC 15-17 Saddle Road Cedar Knolls, NJ 07927	DMC.Athletics & Rehabilitation, Inc. 15A Saddle Road Cedar Knolls, NJ 07927	Pazoo, Inc. 15A Saddle Road Cedar Knolls, NJ 07927

Notices shall be effective upon receipt.

14.   Landlord Consent. Landlord hereby consents to this Sublease upon the terms and conditions herein contained. This Sublease and Landlord's consent to this Sublease shall in no way  release Sublessor from any of its duties, obligation or liabilities under the Original Lease.

(Signatures follow on next page)

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IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be duly executed by their proper offices as of the day and year first above written.

Signed, sealed and delivered in the presence of:	LANDLORD:
	15-17 Saddle Road, LLC
	By:	/s/ Paul Dole
Witness
Signed, sealed and delivered in the presence of:	SUBLESSOR:
	DMC Athletics & Rehabilitation, Inc.
	By:	/s/ David M. Cunic
Witness		David M. Cunic / President
Signed, sealed and delivered in the presence of:	SUBLESSEE:
	Pazoo, Inc.
	By:	/s/ Gregory Jung
Witness		Gregory Jung / CFO

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EXHIBIT A

Lease Agreement

EXHIBIT B

Floor Plan

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EX-14.1

Exhibit 14.1

Pazoo, Inc.

Code of Ethics and Business Conduct

Article I

Statement of Purpose

Pazoo, Inc., (the " Company ") depends on the judgment and high personal standards of its directors, officers and employees in order to conduct its business with integrity and in full compliance with the law. The Company has established this Code of Ethics and Business Conduct (this " Code of Ethics ") that applies to all directors, officers and employees of the Company (individually, an " Employee ," and, collectively, the " Employees "). The purpose of this Code of Ethics is to deter wrongdoing and to promote:

● Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

● Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;

● Compliance with applicable governmental laws, rules and regulations;

● The prompt internal reporting to an appropriate person or committee of violations of this Code of Ethics; and

● Accountability for adherence to this Code of Ethics.

As a representative of the Company, each Employee has personal responsibility for both the integrity and the consequences of his or her actions. No policy can cover every possible situation, and whenever a question arises about the propriety of certain actions, the Employee should seek advice and counsel from his or her supervisor or department vice president or any other officer of the Company. Employees are encouraged to contact any of the foregoing persons regarding questions about this Code of Ethics.

Article II

Administration

Until such time as an Audit Committee is formed, the Board of Directors of the Company shall administer this Code of Ethics. However, it is the individual responsibility of each Employee to comply with this Code of Ethics.

Article III

Compliance with Laws

1.     It is the policy of the Company to comply with all applicable laws, rules and regulations. Each Employee's actions shall be, to the best of his or her knowledge, in accordance with all such laws, rules and regulations, and each Employee is expected to be familiar with the laws, rules and regulations that impact and control his or her specific duties.

2.     No Employee may ask or pressure another Employee to break any law, rule or regulation.

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3.     Employees are required to understand and comply with the Company's insider trading policies that govern Employees' trading in securities of the Company.

Article IV

Compliance with Company Policies

1.     Employees who are involved in preparing reports and other documents filed with the Securities and Exchange Commission and other public communications of the Company shall observe the Company's policies and procedures with respect to such filings and communications, including, without limitation, policies and procedures with respect to (a) internal controls and (b) disclosure controls and procedures. All Employees shall cooperate fully in any matters relating to the gathering of information and the preparation of such filings and communications in order to promote full, fair, accurate, timely and understandable disclosures in such filings and communications.

2.     Employees shall observe the Company's other policies and procedures, including, without limitation, policies and procedures with respect to the prohibition against discrimination or harassment.

Article V

Conflicts of Interest

1.     Employees shall take all practicable steps to avoid conflicts of interest. A "conflict of interest" occurs when an individual's private interest interferes—or even appears to interfere—in any way with the interests of the Company as a whole. A conflict situation can arise when an Employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an Employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons are of special concern.

2.     In questionable situations, Employees should direct requests for determination of whether or not a conflict of interest exists to his or her supervisor or department vice president or to any other officer of the Company.

3.     If a situation that creates a conflict of interest arises, the Employee involved and any Employee who is aware of such conflict of interest must promptly report it (a) if the person involved is a director or an executive officer of the Company, to the Chair of the Audit Committee, or (b) if the person involved is someone other than a director or an executive officer of the Company, to the Employee's supervisor or department vice president or to any other officer of the Company.

4.     The person to whom the conflict of interest is reported, or his or her designee, shall monitor the situation creating the conflict of interest and shall work with the Employee with the conflict of interest to eliminate the conflict of interest as soon as possible. To the fullest extent practicable, the Employee with the conflict of interest shall be removed from any decision-making on behalf of the Company related to the situation creating the conflict of interest. In no event shall the Employee with the conflict of interest be permitted to receive any improper personal benefit from such situation.

Article VI

Corporate Opportunities

1.     Employees shall not appropriate any business opportunity that is discovered through the use of the Company's property or information or their position with the Company.

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2.     Employees shall not use their position with the Company or the Company's property or information for personal gain or the personal gain of members of their families.

3.     Employees shall not compete with the Company.

4.     Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Article VII

Fair Dealing

1.     Each Employee should maintain a high degree of integrity in his or her business dealings on behalf of the Company. The Company expects that each Employee shall in the performance of his or her duties:

(a)   Deal fairly with the Company's customers, suppliers, competitors and employees in accordance with prevailing standards of business conduct; and

(b)   Not take unfair advantage of the Company's customers, suppliers, competitors or employees through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

2.     In pursuing business opportunities, Employees shall not offer improper favored treatment designed to gain a competitive edge. This includes offering customers, contractors, potential customers or contractors, or their family members, gifts or entertainment that exceed prevailing standards of business conduct in the telecommunications industry as an inducement for business transactions with the Company.

3.     Employees shall make procurement decisions exclusively on the basis of the Company's best interests, considering such factors as quality, service, price, financial responsibility and maintenance of reliable sources of supplies. It is improper for an Employee to seek or receive favored treatment from a potential or actual supplier or contractor in the form of gifts or entertainment to the Employee or any of the Employee's family members that exceed prevailing standards of business conduct in the telecommunications industry.

4.     Employees shall not offer, give, provide or accept any gift or entertainment in connection with the Employee's relationship or employment with the Company that is a cash gift, that can be construed as a bribe, kickback or payoff, or that violates any applicable laws, rules or regulations.

Article VIII

Protection of Company Assets

1.     Employees shall, to the fullest extent practicable, protect the Company's assets and ensure their efficient use.

2.     Employees shall use the Company's assets only for the Company's legitimate business purposes.

3.     No Company assets, including employee work time, may be contributed to any political candidate, party or campaign.

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Article IX

Health and Safety

1.     Employees shall comply with all applicable laws, rules and regulations and applicable policies and procedures to maintain a safe workplace.

2.     Employees shall not possess, store or use any weapons or unlawful drugs at any Company facility or worksite.

3.     Employees shall not possess, consume or store alcoholic beverages at any Company facility or worksite, except in connection with specific occasions or events approved in advance by an executive officer of the Company.

Article X

Business Information and Records

1.     All Company books, accounts, records and financial reports must be maintained accurately, with complete documentation and in accordance with all relevant accounting, internal control and documentation retention requirements. No entries will be made, and no reports will be issued, that intentionally conceal or disguise the true nature of the transaction. All funds and accounts established by the Company must be accurately described in relevant books and records. No undisclosed, unrecorded or "off-book" funds or assets may be established or maintained for any purposes.

2.     Expense reports shall accurately reflect expenses incurred in the course of doing business and shall comply with the Company's expense reimbursement policy.

3.     Employees shall record and charge their time accurately and to the proper accounts. Supervisors are responsible for ensuring that employees' time is charged properly.

Article XI

Confidentiality

Each Employee shall maintain the confidentiality of the Company's confidential and proprietary information in accordance with the Company's confidentiality policies and any confidentiality agreements entered into, by or with the Company. The same requirements apply to protecting confidential information entrusted to the Company by a third party.

Article XII

Reporting and Consequences of Violations

1.     The Company expects each of its Employees (a) to comply with all provisions of this Code of Ethics, (b) to use his or her own high standards and reasoned judgment, and (c) to seek the advice and counsel of his or her supervisor or department vice president or any other officer of the Company in ambiguous situations, when the Employee has any question about the appropriate course of action, and to clarify issues not covered by these standards. The management of the Company is charged with creating and maintaining an environment that promotes proper business conduct and allows employees to feel free to question or report in good faith suspected improprieties without fear of retribution.

2.     An Employee (a) shall report any violations of this Code of Ethics by the Company's directors or executive officers to the Chair of the Audit Committee and (b) shall report any violations of this Code of Ethics by other Employees who are not directors or executive officers of the Company to his or her supervisor or department vice president or to any other officer of the Company. Employees shall not deliberately provide false information concerning violations of laws, rules, regulations or this Code of Ethics. An Employee who deliberately fails to report a violation of which he or she is aware, or who deliberately provides false information, may be subject to disciplinary action.

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3.     An Employee may report concerns regarding questionable accounting or auditing matters anonymously by contacting the Chair of the Audit Committee on an anonymous basis. If the Employee wants the submission to be anonymous, the Employee should not leave or provide his or her name or other personal identifying information. The Employee should provide as much information as possible, including all relevant facts and circumstances that he or she believes should be considered in evaluating the situation. If the Employee requests, the Company will maintain the confidentiality of the submission to the extent reasonably practicable. However, the Company may be required to disclose the submission in response to legal proceedings, subpoenas, civil or criminal investigative demands, or similar processes. In addition, the Company may be required to disclose publicly the matters pertaining to the violation or to take corrective actions and to disclose publicly those corrective actions. In order to make a thorough investigation, it also may be necessary to make inquiries or otherwise engage in conduct that may make it possible to discern the source of the information even though the submission was made anonymously.

4.     The Company shall not discharge, demote, suspend, threaten, harass, or in any other manner discriminate against any Employee in the terms or conditions of employment because of any lawful act done by such Employee:

(a)   to assist in an investigation, provide information, or cause information to be provided, in each case, regarding any conduct that such Employee reasonably believes constitutes a violation of this Code of Ethics or any applicable law, rule or regulation of any governmental entity (a " Violation "), including without limitation any Violation of federal mail fraud statutes, any rule or regulation of the Securities and Exchange Commission, or any provision of federal law relating to fraud against shareholders when the information or assistance is provided to or the investigation is conducted by a federal regulatory or law enforcement agency, any member of Congress or any committee of Congress, or a person with supervisory authority over the Employee (or such other person working for the Company who has the authority to investigate, discover, or terminate misconduct); or

(b)   to file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed (with any knowledge of the Company) relating to an alleged Violation.

5.     The provisions of this Code of Ethics may be waived for directors or executive officers only by the Company's Board of Directors. The Company shall promptly disclose any such waiver, and the reasons therefore, in accordance with, and to the extent required by, the rules and regulations of the Securities and Exchange Commission and any applicable standards of The Nasdaq National Market. The provisions of this Code of Ethics may be waived for Employees who are not directors or executive officers by the Company's Chief Executive Officer, or his or her designee, or by the Company's Board of Directors. The Company may not waive the provisions of Section 5 of this Article XII.

6.     Any violation of this Code of Ethics by an officer or employee of the Company shall subject such officer or employee to disciplinary action, including, without limitation, suspension, demotion or discharge. Any violation of this Code of Ethics by a director of the Company may constitute cause for disciplinary action, including, without limitation, a request by the Company for the resignation of such director.

7.     This Code of Ethics may be amended by the Company's Board of Directors. Any such amendment shall be promptly disclosed by the Company in accordance with, and to the extent required by, the rules and regulations of the Securities and Exchange Commission and any applicable standards of The Nasdaq National Market.

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Compliance Certification

I have read and I understand the attached Code of Ethics. I agree that I will comply with the Code of Ethics. If I am an officer or employee of the Company, I agree that any violation of the Code of Ethics will constitute cause for disciplinary action, including, without limitation, suspension, demotion or discharge.

I certify that I am not currently in violation of the Code of Ethics.

Dated: January 1, 2011.
	Name

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EX-14.2

Exhibit 14.2

Code of Ethics for Principal Executive

and Senior Financial Officers

INTRODUCTION

This Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) sets forth legal and ethical standards of conduct for the principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions (together, the “Principal Financial Officers”) of Pazoo, Inc. (the “Company”).   It is endeavored to evolve a “Governance Code” based on the principles of Good Corporate Governance and best management practices being followed globally besides complying with the needs of law of land.  The purpose of the code is to deter wrongdoing and promote ethical conduct.  Although Pazoo believes that its existing policies are adequate to promote honest and ethical conduct generally, Pazoo nonetheless believes that it is appropriate to have a separate Code which provides specific guidance to the Company’s Principal Financial Officers in the performance of their duties particularly with respect to (1) full and accurate financial disclosure of material information concerning the Company in compliance with applicable laws, rules and regulations, and (2) maintaining the Company’s books and records in accordance with applicable accounting policies and generally accepted accounting principles.  The Code is based on the following fundamental principles:

● Lay solid foundations for management.

● Structure the Board to add value.

● Promote ethical and responsible decision-making;

● Safeguard integrity in financial reporting.

● Make timely and balanced disclosures.

● Recognize and manage business risks.

● Respect the rights of the shareholders.

● Encourage enhanced performance.

● Remunerate fairly and responsibly.

● Recognize the legitimate interest of the stakeholders.

● Legal and Statutory compliances in letter and spirit.

Nothing in this code, in any Company policies and procedures, or in other related communications (Verbal or Written), creates or implies an employment contract or term of employment.

APPLICABILITY

This code is applicable to the following persons of the Company referred as Principal Financial Officers:

1.   Chairman

2.   Board of Directors

3.   President

4.   Chief Financial Officer

5.   All the officers of the company

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6.   Company Secretary(s) and

7.   Designated Employees

As ethical business conduct is critical to business, Principal Financial Officers are expected to read and understand this code, uphold these standards in day-to-day activities, and comply with:

● all applicable laws;

● rules and regulations;

● the code of conduct; and

● all applicable policies and procedures adopted by the Company that govern the conduct of its employees.

HONEST AND ETHICAL CONDUCT

The Company expects all officers to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, at offsite locations where the Company’s business is being conducted, at Company sponsored business and social events, or at any other places where officers are representing the Company.

The Company considers honest conduct to be conduct that is free from fraud or deception.  Ethical conduct to be conduct that is confirming to the accepted professional standards of conduct and includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

CONFLICTS OF INTEREST

The Principal Financial Officers duty to the Company demands that he or she avoids and discloses actual and apparent conflicts of interests.  A conflict of interest exists where the interest of benefits of one person or entity conflict with the interests or benefits of the Company.  For example, Principal Financial Officers must not:

● perform services as a consultant, employee, officer, director, advisor or in any other capacity, or permit any close relative to perform services as an officer or director, for a significant customer, significant supplier or direct competitor of the Company, other than at the request of the Company;

● have, or permit any close relative to have, a financial interest in a significant supplier or significant customer of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company or less than five percent (5%) of the outstanding shares of a privately-held company;

● have, or permit any close relative to have, a financial interest in a direct competitor of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company;

● supervise, review or influence the job evaluation or compensation of a member of his or her immediate family; or

● engage in any other activity or have any other interest that the Board of Directors of the Company determines to constitute a conflict of interest.

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A “close relative” means a spouse, dependent child or any other person living in the same home with the Principal Financial Officer. “Immediate family” means a close relative and a parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law. A “significant customer” is a customer that has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments to the Company for property or services in excess of one percent (1%), or $500,000, whichever is greater, of (i) the Company’s consolidated gross revenues for its last full fiscal year or (ii) the customer’s consolidated gross revenues for its last full fiscal year. A “significant supplier” is a supplier to which the Company has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of one percent (1%), or $500,000, whichever is greater, of (i) the Company’s consolidated gross revenues for its last full fiscal year or (ii) the supplier’s consolidated gross revenues for its last full fiscal year.

The Principal Financial Officers should be scrupulous in avoiding ‘conflicts of interest’ with the Company.  In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of Directors or any Committee/Officer nominated for this purpose by the Board and a prior written approval should be obtained.

If an employee or an officer fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee or the officer, the management would take a serious view of the matter and consider suitable disciplinary action against the employee or the officer.

COMPLIANCE WITH GOVERNMENT LAWS, RULES AND REGULATIONS

The Principal Financial Officers of the Company shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates.  Officers must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from higher authorities / outside experts.  Violations of applicable governmental laws, rules and regulations may subject them to individual criminal or civil liability, as well as to disciplinary action by the Company.  Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

CONFIDENTIALITY

The Principal Financial Officers shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated.  The confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Company or its associates.  The use of confidential information for his/her own advantage or profit is also prohibited.

FAIR DEALINGS

The Principal Financial Officers should deal fairly with customers, suppliers, competitors, and employees of group companies.  They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.  Inappropriate use of proprietary information, misusing trade secret information that was obtained without the Company or the Board consent, or inducing such disclosures by past or present employees of other companies is prohibited.  An Officer must perform his or her duties in good faith, acting honestly, free from the intention to defraud

PROTECTION AND PROPER USE OF COMPANY’S ASSETS

All Principal Financial Officers should protect Company’s assets and property and ensure its efficient use.  Theft, carelessness, and waste of the Company’s assets and property have a direct impact on the Company’s profitability.  Company’s assets should be used only for legitimate business purposes.  Inappropriate use of proprietary information, misusing trade secret information that was obtained without the Company of the Board consent, or inducing such disclosures by past or present employees of other companies is prohibited.  An Officer must perform his or her duties in good faith, acting honestly, free from the intention to defraud.

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GIFTS AND GRATUITIES

The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient.

Principal Financial Officers must not accept, or permit any member of their immediate families to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of insignificant value. Any gifts that are not of insignificant value should be returned immediately and reported to the Board of Directors. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate.

Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Principal Financial Officers should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.

Bribes and kickbacks are criminal acts, strictly prohibited by law. Principal Financial Officers must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

COMPLIANCE WITH CODE OF CONDUCT

If any Principal Financial Officer knows of or suspects of a violation of applicable laws, rules or regulations or this Code, he/she must immediately report the same to the Board of Directors or any designated person/committee thereof.  Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue.  The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company’s assets, financial integrity and reputation.

Violations of this Code will result in disciplinary action, which may even include termination of the services.  The Company’s Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code.

CORPOATE OPPORTUNITIES

The Principal Financial Officers shall not exploit for their own personal gain, opportunities that are discovered through the use of Company Property, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and if the Board declines to pursue such opportunity, they are expressly prohibited from competing directly with the business of the Company or with any business that the Company is considering.

SECURITIES TRANSACTIONS AND CONFIDENTIAL INFORMATION

The Principal Financial Officers of the Company and his or her immediate family shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the Company or the group, which is not in the public domain and thus constitutes insider information.

The Principal Financial Officers of the Company shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the respective company (ies) on which such insider information has been obtained.

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Such insider information might include the following:

● Periodical financial results of the Company;

● Acquisition and divestiture of businesses or business units;

● Financial information such as profits, earnings and dividends;

● Announcement of new product introductions or developments;

● Asset revaluations;

● Investment decisions/plans;

● Restructuring plans;

● Major supply and delivery agreements;

● Raising finances;

● Issue of new securities and buy back of its own shares;

● Expansion / new projects;

● Disposal of whole or substantial part of the Undertaking; and

● Amalgamation, merger or takeover.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

Principal Financial Officers must honestly and accurately report all business transactions. They are responsible for the accuracy of their records and reports. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations.

All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.

DEALINGS WITH INDEPENDENT AUDITORS

No Principal Financial Officer shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of the Company’s financial statements or the preparation or filing of any document or report with the SEC. No Principal Financial Officer shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company’s financial statements.

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INTERPRETATION OF CODE

Any question or interpretation under this Code of Ethics for Principal Executive and Senior Financial Officers will be handled by the Board or any person / committee authorized by the Board of the Company.  The Board of Directors or any designated person / committee has the authority to waive compliance with this Code for any Principal Financial Officers of the Company.  The person seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board of the designated person / committee.

WAIVERS AND AMENDMENTS OF THE CODE

The Company is committed to continuously reviewing and updating the policies and procedures.  Therefore, this Code is subject to modification.  Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s Board of Directors of the Company and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws of stock exchange regulation together with details about the nature of such amendment or waiver.

DISSEMINATION AND AMENDMENT

This Code shall be distributed to each new Principal Financial Officer of the Company upon commencement of his or her employment and shall also be distributed annually with each Principal Financial Officer certifying that he or she has received, read and understood the Code and has complied with its terms.

The Board of Directors reserves the right to amend, alter or terminate this Code at any time for any reason.

This document is not an employment contract between the Company and any of its Principal Financial Officers.

As adopted by the Board of Directors of Pazoo, Inc. on

January 1, 2011

ACKNOWLEDGEMENT OF RECEIPT OF COMPANY’S CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

I have received and read the Company’s Code of Ethics for Principal Executive and Senior Financial Officers (“the Code”).  I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to my job.  I agree to comply with the Code.

If I have questions concerning the meaning or application of the Code, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult legal advice and that my questions or reports to these sources will be maintained in confidence.

________________________________

Name of the Principal Financial Officer

________________________________

Signature

________________________________

Date: 1st January 2011

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of PAZOO, Inc., of our report dated November 17, 2011, relating to our audit of the financial statements, appearing in the Prospectus, which is part of this Registration Statement.  Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern.

/s/ Santora CPA Group

Newark, DE 19713-4309

November 17, 2011

EX-99.1

Exhibit 99.1

INVESTMENT AGREEMENT

BY AND BETWEEN

INTEGRATED CAPITAL PARTNERS, INC.

AND

IUCSS, INC.

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT made as of, and effective, on this 3rd day of January, 2011 by and between IUCSS, Inc., a Nevada corporation (the “Company”) and Integrated Capital Partners, Inc., a Nevada corporation, (the “Investor” or “ICPI”, and together with the Company each a “Party” and collectively, the “Parties”).

WITNESSETH

WHEREAS, IUCSS is a corporation organized and existing under the laws of the State of Nevada which sells and distributes health and fitness related products; and

WHEREAS, the Investor desires to invest a minimum sum of $250,000, and up to a maximum sum of $500,000, as set forth herein, (the “Investment”) into IUCSS;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. The Investment.

The Investors shall tender, by bank check, cashier’s check or wire transfer, the Investment, in one or more installments, to IUCSS for the acquisition of Series A Convertible Preferred Stock of IUCSS on the terms and conditions as set forth in the Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate”) which is attached as Exhibit A.  IUCSS warrants and represents that it will file the Certificate with the Secretary of State of the State of Nevada and make any changes to the Company’s Articles of Incorporation which may be required to give full force and effect to this Agreement.

The use of the Investment shall be restricted so as to be utilized only for the betterment of IUCSS and for the furtherance of the business and the financial improvement of IUCSS and shall be made as follows: (i) $50,000 within ten (10) days of the date of this Agreement, but in no event later than January 15, 2011; (ii) $50,000 within thirty (30) days of the first installment, but in no event later than February 15, 2011; (iii) $50,000 upon IUCSS filing a Form S-1 Registration Statement with the Securities and Exchange Commission; (iv) $100,000 upon the Form S-1 Registration Statement becoming effective; and (v) at the sole option and discretion of ICPI, Investor may within ten (10) days of the Form S-1 Registration Statement becoming effective, purchase up to $250,000 of additional Series A Convertible Preferred Stock.  IUCSS warrants and represents that upon each Investment made by ICPI, IUCSS will cause to have issued the appropriate number of shares of the Series A Convertible Preferred Stock of IUCSS in accordance with the Certificate.

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2. Common Stock Warrant.

As further consideration for the Investor making the Investment as set forth herein, simultaneous with the ICPI tendering any portion of the Investment, and IUCSS issuing the appropriate number of shares of Series A Convertible Preferred Stock, IUCSS will issue to ICPI a Common Stock Warrant, in substantially the same form as set forth in the Common Stock Warrant (the “Warrant”) attached hereto as Exhibit B, wherein ICPI shall have the right to acquire one share of common stock for each share of Series A Convertible Preferred Stock acquired hereunder in accordance with the terms of the Certificate and Warrant.

3. Representations of Investor.

The Investor represents as follows:

(a) That the Investor has had the opportunity to review all relevant material of IUCSS to the satisfaction of the Investor and that the Investor is not relying upon the verbal representation made by any officer, employee or agent of IUCSS; and

(b) That the Investor is an accredited investor as defined by SEC Rule 501 and have sufficient net worth and/or income to be able to bear the economic risk of such an investment; and

(c) That the Investor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such an investment or have access to advisors, consultants or other counsel who have such knowledge; and

(d) That the Investor has determined that the Investment is a suitable investment for them and meets its investment objectives and financial needs, and that the Investor has adequate means for providing for current financial needs and contingencies and has no need for liquidity if the Investment is rendered worthless; and

(e) That the Investor recognizes IUCSS is a startup company and that the Investment is highly speculative and involves a high degree of risk, including the possible insolvency of IUCSS.

(f) That the Investor will execute a Subscription Agreement, in substantially the same form as set forth on Exhibit C, for each portion of the Investment and that IUCSS may rely upon any representations made in any Subscription Agreement.

4. No Right to Demand Return of Investment / Retirement of Investment.

The Investor acknowledges that it has no right to demand a return of the Investment and the entire Investment is subject to risk of loss.

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5. Insolvency.

The Investor acknowledges that in the event of the insolvency of IUCSS, including without limitation of any bankruptcy filing or assignment for the benefit of creditors, the Investment is in the form of equity and shall be subordinate to the claims of all creditors of IUCSS.

6. Partial Invalidity.

The invalidity of any portion of this Agreement shall not be deemed to render the remainder of this Agreement invalid.

7. Entire Agreement.

This Agreement, and the Exhibits attached hereto, contain the entire agreement among the Parties with respect to subject matter hereof, and this Agreement can be amended only by an instrument in writing signed by the Parties hereto.

8. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

9. Dispute Resolution.

The Parties agree that should any dispute arise under this Agreement that the Parties will submit such dispute to binding arbitration to be administered by the New Jersey office of the American Arbitration Association and in accordance with the American Arbitration Association’s General Commercial Rules.

10. Signatures.

The Parties agree that this Agreement shall be signed in duplicate and may be signed in counterparts and that such counterparts, when taken together shall constitute one and the same agreement.  The Parties further agree that facsimile signatures and signatures delivered by electronic means shall have the same force and effect as originals thereof.

11. Additional Documents.

Simultaneous with the execution of this Agreement, IUCSS will provide the Investor with a corporate resolution authorizing the execution and performance of Agreement.

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands the day first written above.

INTEGRATED CAPITAL PARTNERS, INC.

James M. Farinella / President

IUCSS, INC.

David M. Cunic / President

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EXHIBIT A

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IUCSS, INC.

CERTIFICATE OF DESIGNATION

OF

SERIES A CONVERTIBLE PREFERRED STOCK

IUCSS, Inc., a Nevada corporation (the “Company”), acting pursuant to Chapter 78 of the Nevada Revised Statutes, the General Corporation Law of Nevada, does hereby submit the following Certificate of Designation of Series A Convertible Preferred Stock (this “Certificate”).

FIRST:  The name of the Company is IUCSS, Inc.

SECOND:  By unanimous consent of the Board of Directors of the Company (the “Board of Directors”), the following resolutions were duly adopted:

WHEREAS the Articles of Incorporation of the Company (as amended and restated, the “Articles of Incorporation”) authorizes Preferred Stock consisting of 20,000,000 shares, par value $0.001 per share, issuable from time to time in one or more series;

WHEREAS the Board of Directors is authorized, subject to limitations prescribed by law and by the provisions of the Company’s Articles of Incorporation, as amended, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and

WHEREAS it is the desire of the Board of Directors to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences and limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED that pursuant to the Articles of Incorporation there is hereby established a new series of 10,000,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) to have the designation, rights, preferences, powers, restrictions and limitations set forth in a supplement of the Company’s Articles of Incorporation as follows:

Section 1.  Designation and Number of Shares; Defined Terms.

(a)           Designation.  The series will be known as the “Series A Convertible Preferred Stock” and will be a Series A consisting of 10,000,000 shares of the authorized but unissued preferred stock of the Company.  The face amount of each share of Series A Preferred Stock shall be ($0.001) (the “Stated Value”)

 (b)           Defined Terms.  When used herein, the terms below shall have the respective meanings indicated:

“Capital Stock” means the capital stock of the Company, including, without limitation, the Series A Preferred Stock.

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“Change of Control” means the existence, occurrence, public announcement or entering into an agreement contemplating of any of the following: (a) the sale, conveyance or disposition of all or substantially all of the assets of the Company to any Person, (b) the sale, conveyance or disposition of all or substantially all of the assets of any Company Subsidiary to a Person other than the Company or another Company Subsidiary; (c) the effectuation of a transaction or series of transactions in which more than fifty percent (50%) of the equity or voting power of the Company is disposed of; (d) the effectuation of a transaction or series of transactions in which any of the equity or voting power of any Company Subsidiary is disposed to a Person other than the Company or another Company Subsidiary; (e) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; (f) the consolidation, merger or other business combination of any Company Subsidiary with or into any other entity other than the Company or another Company Subsidiary; (g) a transaction or series of transactions in which any Person or group (other than pursuant to an agreement between current affiliates of the Company) acquires more than fifty percent (50%) of the equity or voting power of the Company; (h) a transaction or series of transactions in which any Person or group (other than the Company or a Company Subsidiary) acquires any of the voting equity of a Company Subsidiary; and (i) the Continuing Directors do not at any time constitute at least a majority of the Board of Directors.    

“Continuing Director” means, at any date, a member of the Board of Directors (i) who was a member of such board on the effective date of this Certificate or (ii) who was nominated or elected by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board of Directors was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or such lesser number comprising a majority of a nominating committee if authority for such nominations or elections has been delegated to a nominating committee whose authority and composition have been approved by at least a majority of the directors who were Continuing Directors at the time such committee was formed.

“Conversion Rate” means, at any date, each share Series A Preferred Stock shall be convertible into 10 shares of the Company’s Common Stock, as appropriately adjusted for stock splits, stock dividends and similar events.

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“Company” means IUCSS, Inc., a Nevada corporation, and its successors and permitted assigns.

“Default Interest Rate” means the lower of eighteen (18%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any governmental agency or of any stock exchange or other self-regulatory organization having jurisdiction over the Company or the trading of its securities.

“Delivery Default Amount” means, with respect to a Delivery Default of (i) Dividend Shares, the aggregate Liquidation Preference of the Dividend Shares subject to such Delivery Default as of the date on which such Dividend Shares were required to be delivered; and (ii) Maturity Shares or Conversion Shares, the product of (x) the number of the Maturity Shares or Conversion Shares, as the case may be, subject to such Delivery Default multiplied by (y) the VWAP as of the date on which such Maturity Shares or Conversion Shares were required to be delivered.

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“Excluded Stock” shall mean:  (i) the Series A Preferred Stock; (ii) all Deliverable Shares; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all of the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) securities issued to employees, consultants, officers, directors or other advisors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; and (v) securities issued to leasing companies, landlords and other providers of goods and services to the Company and approved by the Board of Directors.

“Holder” means any Person that holds any Shares.

“Liquidation Event” means where (i) the Company or any Company Subsidiary shall make a general assignment for the benefit of creditors or consent to the appointment of a receiver, liquidator, custodian, or similar official of all or substantially all of its properties, or any such official is placed in control of such properties, or the Company or any Company Subsidiary shall commence any action or proceeding or take advantage of or file under any federal or state insolvency statute, including, without limitation, the United States Bankruptcy Code, seeking to have an order for relief entered with respect to it or seeking adjudication as a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, administration, a voluntary arrangement, or other relief with respect to it or its debts; or (ii) there shall be commenced against the Company or any Company Subsidiary any action or proceeding of the nature referred to in clause (i) above or seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property, which results in the entry of an order for relief which remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there is initiated the dissolution or other winding up of the Company or any material Company Subsidiary, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings; or (iv) there is initiated any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company or any Company Subsidiary.

“Series A Preferred Stock” has the meaning specified in the recitals of this Certificate.

“Shares” means shares of Series A Preferred Stock.

“Stated Value” has the meaning specified in Section 1(a).

“VWAP” on a Trading Day means the volume weighted average price of the Common Stock for such Trading Day on the Principal Market as reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then reporting such prices, by a comparable reporting service of national reputation selected by the Holders and reasonably satisfactory to the Company.  If the VWAP cannot be calculated for the Common Stock on such Trading Day on any of the foregoing bases, then the Company shall submit such calculation to an independent investment banking firm of national reputation (reasonably acceptable to the Holders of not less than two-thirds of the Shares then outstanding), and shall cause such investment banking firm to perform such determination and notify the Company and the Holders of the results of determination no later than two (2) Business Days from the time such calculation was submitted to it by the Company.  All such determinations shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or other similar transaction during such period.

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(e)           Usage.  All definitions contained in this Certificate are equally applicable to the singular and plural forms of the terms defined.  The words “hereof”, “herein” and “hereunder” and words of similar import contained in this Certificate refer to this Certificate as a whole and not to any particular provision of this Certificate.

Section 2.  Dividends.

(a)           Dividend Rate.  Dividends (the “Dividends”) shall accrue on the Stated Value of each Share at an annual rate equal to five percent (5%), computed on the basis of a 360-day year (consisting of 12 months of 30 days each) and calculated using the actual number of days elapsed since and including the date on which such Share was issued (the “Issue Date”) or the date on which Dividends were most recently paid, as the case may be.

(b)           Dividend Payment Date.  Each Holder shall be entitled to receive, in preference to the payment of dividends to any holders of the Company’s common stock or any other class or series of preferred stock (collectively, the “Junior Stock”), the accrued and unpaid Dividends for each Share held by such Holder on the last Business Day of each fiscal year of the Company (each, a “Dividend Payment Date”).

(c)           Payment of Dividend in Shares.  The Company shall pay all Dividends in kind with shares of the Company’s Series A Convertible Preferred Stock.  The number of Shares to be issuable to a Holder on a Dividend Payment Date shall be equal to the quotient 5% payable to such Holder on such Dividend Payment Date (the “Dividend Shares”).  On or before the fifth (5th) Business Day following a Dividend Payment Date (the “Dividend Share Delivery Date”), the Company must deliver to each Holder the Dividend Shares issuable to such Holder in accordance herewith.

Section 3.  Maturity Date.

(a)           Payment at Maturity.  All Shares shall mature on February 1, 2013 (the “Maturity Date”).  On the Maturity Date, the Company shall pay to each Holder the aggregate Liquidation Preference for such Holder’s Shares in accordance with this Section 3.

(b)           Payment in Shares of Common Stock.  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 under this Section 3 in accordance with the provisions of Section 10.

Section 4.  Liquidation Preference.

(a)           Preference.  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

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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 set forth in this Section 4(a) shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations.

(b)           Noncash Distributions.  If any of the assets of the Company are to be distributed other than in cash under this Section 4, then the Board of Directors shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Capital Stock.  The Company shall, upon receipt of such appraiser’s valuation, give prompt written notice to each holder of Capital Stock of the appraiser’s valuation.

Section 5.  Covenants and Agreements.

(a)           Certain Affirmative Covenants of the Company.  The Company shall, and shall cause each Company Subsidiary to:

(i)           maintain its corporate existence in good standing;

(ii)           comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(iii)           comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(iv)           provide each Holder with copies of all materials sent to its shareholders at the same time as such materials are delivered to such shareholders;

(v)           timely file with the Commission all reports required to be filed pursuant to the Exchange Act and refrain from terminating its status as an issuer required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder would permit such termination (and otherwise make and keep public information available, as those terms are understood and defined in Rule 144);

(vi)           ensure that the Common Stock is at all times listed or quoted on the Nasdaq Bulletin Board, Nasdaq Global Market, the New York Stock Exchange, the American Stock Exchange, or such other exchange or quotation service (reasonably satisfactory to the Holders of not less than two-thirds of the Shares then outstanding;

(vii)           maintain commercially reasonable insurance coverage (including D&O insurance) for each of the Company and Company Subsidiaries; and

(viii)                      obtain Stockholder Cap Approval in accordance with the terms of the Securities Purchase Agreement, if such is needed.

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(b)           Certain Negative Covenants of the Company.  The Company shall not, and shall cause each Company Subsidiary not to:

(i)           enter into any transaction or arrangement with any Affiliate, employee, officer, director or shareholder of the Company or Company Subsidiary, unless such transaction is effectuated on an arms’ length basis and approved by the independent directors of the Company or such Company Subsidiary, as the case may be;

(ii)           incur (or permit to exist) any Debt (other than Permitted Debt);

(iii)           grant, establish or maintain any Lien on any of its Property other than Permitted Liens;

(iv)           make any Restricted Payments other than Restricted Payments made by a Company Subsidiary to the Company;

(v)           make any offers or sales of any security or solicit any offers to buy any security, which will be integrated with the sale of the Securities in a manner which would require the registration of any of the Securities under the Securities Act or require stockholder approval under the rules and regulations of the Principal Market;

(vi)           dispose of all or any part of its Property unless (i) such disposition is in the ordinary course of business and for fair market value, and (ii) such Property is not material to the Company’s or any Company Subsidiary’s business, operations or financial condition or performance; or

(vii)           consent to or implement any termination, amendment, modification, supplement or waiver of the certificate or articles of incorporation, articles of organization, bylaws, regulations or other constituent documents of the Company or any Company Subsidiary which could reasonably be expected to adversely affect the rights of any Holder under the Transaction Documents.

Section 6.   Redemption.

(a)            Redemption Event.  Each Holder shall have the right to require the Company to redeem all or any portion of the Shares held by such Holder (a “Redemption”) in the common stock of the Company upon the occurrence of any of the following events (each, a “Redemption Event”):

(i)           any representation or warranty of the Company set forth in the Securities Purchase Agreement was not true and correct in all material respects as of the date when made;

(ii)           the Company fails at any time to comply with or perform in all material respects all of the agreements, obligations, covenants and conditions set forth in Section 5 or any other provision of this Certificate that are required to be complied with or performed by it, and such failure is not cured within five (5) Business Days from the date on which a Holder delivers written notice thereof to the Company; or

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(iii)           a Change of Control.

(b)            Redemption Price.  The amount payable upon a Redemption (the “Redemption Price”) shall be equal to the greater of (i) the aggregate Liquidation Preference for the Shares being redeemed as of the Mandatory Redemption Date and (ii) the aggregate number of shares of the Company’s common stock to be issued in accordance with the conversion rates set forth herein.

(c)           Payment of Redemption Price.  The Company shall issue the required common stock of the Company on or prior to the fifth (5th) Business Day following the date on which such Holder delivers written notice (the “Redemption Notice”)to the Company demanding the redemption of such Holder’s Shares pursuant to this Section 6 and specifying the number of Shares to be redeemed (such fifth (5th) Business Day being referred to herein as the “Redemption Date”).  If the Company fails to to issue the required shares of the Company’s common stock to a Holder on or before the Redemption Date, such Holder shall be entitled to interest thereon, in the form of additional shares of the Company’s common stock, from and after the Redemption Payment Date until the Redemption Price has been paid in full, at an annual rate as set forth in any Securities Purchase Agreement executed in conjunction with the issuance of the Shares..

Section 7.  Early Redemption.

For the avoidance of doubt, the Company shall not have the right to redeem any Shares prior to the Maturity Date

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Section 8.  Conversion.  The Series A Preferred Stock shall be convertible into Common Stock as follows:

(a)           Right to Convert; Number of Conversion Shares.  Each Holder shall have the right to convert, at any time and from time to time, all or any part of the Shares held by such Holder into such number of fully paid and non-assessable shares (the “Conversion Shares”) of Common Stock as is determined in accordance with the terms hereof (a “Conversion”).  The number of Conversion Shares to be delivered by the Company pursuant to a Conversion shall be determined by dividing (i) the aggregate Liquidation Preference of the Shares to be converted by (ii) the Conversion Price in effect on the applicable Conversion Date.

(b)           Conversion Notice.  In order to convert Shares, a Holder shall send to the Company by facsimile transmission, at any time prior to 5:00 p.m., New York City time, on the date on which such Holder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion (a “Conversion Notice”) stating the number of Shares to be converted, the amount of Dividends accrued (but remaining unpaid) thereon, and a calculation of the number of shares of Common Stock issuable upon such Conversion.  Such Holder shall thereafter send the certificate or certificates representing the Shares being converted to the Company.  The Company shall issue a new certificate for Shares to such Holder in the event that less than all of the Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of such Holder to submit a further Conversion Notice with respect to such Shares and, in any such case, such Holder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice.  Except as otherwise provided herein, upon delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.  In the case of a dispute between the Company and a Holder as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation the calculation of any adjustment to the Conversion Price pursuant to Section 9), the Company shall issue to such Holder the number of Conversion Shares that are not disputed within the time periods specified in Section 10 and shall submit the disputed calculations to its independent accountant within two (2) Business Days of receipt of such Holder’s Conversion Notice.  The Company shall cause such accountant to calculate the Conversion Price as provided herein and to notify the Company and such Holder of the results in writing no later than five (5) Business Days following the Company’s receipt of such Holder’s Conversion Notice.  Such accountant’s calculation shall be deemed conclusive absent manifest error.  The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

(c)           Delivery of Conversion Shares.  Upon receipt of a fax copy of a Conversion Notice from a Holder, the Company shall, no later than the close of business on the fifth (5th) Business Day following the Conversion Date set forth in such Conversion Notice (the “Conversion Delivery Date”), issue and deliver or caused to be delivered to such Holder the number of Conversion Shares determined pursuant to Section 8(a); provided, however, that any Conversion Shares that are the subject of the dispute procedure described in Section 8(b) shall be delivered no later than the close of business on the fifth (5th) Business Day following the determination made pursuant thereto.  The Company must deliver to each Holder the Conversion Shares issuable to such Holder under this Section 8 in accordance with the provisions of Section 10.

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Section 9.  Adjustment of Conversion Price.  The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows:

(a)           Stock Splits and Stock Dividends.  If the number of shares of Common Stock outstanding at any time after the date hereof is increased by (i) a stock dividend payable in (x) shares of Common Stock (other than dividends payable pursuant to the Series A Preferred Stock), or (y) options to purchase or rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock, or (ii) a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of the Series A Preferred Stock shall be increased in proportion to such increase of outstanding shares.

(b)           Reverse Stock Splits and Stock Combinations.  If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, there shall be no effect on the Conversion Price.

(c)           Distributions.  In case the Company shall declare a cash dividend upon its Common Stock or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in such case, each Holder shall, concurrently with the distribution to holders of Common Stock, receive a like distribution based upon the number of shares of Common Stock into which such Holder’s Shares are then convertible at the Conversion Price in effect on the record date for such distribution.

(d)           Capital Reorganization.  In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the Company (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all of the properties and assets of the Company as an entirety to any other Person, the Shares shall, if such event is not deemed a liquidation for purposes of Section 4, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the Company or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such Holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition such Holder had converted its Shares into Common Stock.  The provisions of this Section 9(d) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.  The provisions of this Section 9(d) shall not affect the Holders right to effect a Mandatory Redemption if any of the transactions described in this Section 9(d) also constitute a Mandatory Redemption Event

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(e)           Minimal Adjustments.  No adjustment in a Conversion Price need be made if such adjustment would result in a change in a Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in a Conversion Price.  All calculations under this Section 9 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be.

(f)           Certificate as to Adjustments.  Upon the occurrence of each adjustment or readjustment of a Conversion Price pursuant to this Section 9, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.  The Company shall, upon written request at any time of any Holder, furnish or cause to be furnished to such Holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect for the Series A Preferred Stock held, and (iii) the number of shares of Common Stock and the amount if any, of other property which at the time would be received upon the conversion of the Series A Preferred Stock.

(g)           Notices of Record Date.  In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, the Company shall mail to each Holder at least ten (10) Business Days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.

Section 10.  Delivery of Shares.  The provisions of this Section 10 shall apply to all deliveries of Dividend Shares, Maturity Shares and Conversion Shares (collectively, the “Deliverable Shares”):

(a)           Method of Delivery.  The Company or its designated transfer agent (the “Transfer Agent”) shall effect all deliveries of Deliverable Shares required to be delivered to a Holder by issuing and delivering such Deliverable Shares to the Depository Trust Company (“DTC”) account on such Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”).  Notwithstanding the foregoing, the delivery of (i) all Dividend Shares, (ii) any other Deliverable Shares to the extent such Deliverable Shares are restricted and may not be delivered in accordance with the preceding sentence, and (iii) any other Deliverable Shares to the extent such Holder requests in writing, shall be effected by delivering to such Holder or its nominee physical certificates representing such Deliverable Shares no later than the close of business on the date on which such Deliverable Shares are due.  Deliverable Shares delivered to a Holder shall not contain any restrictive legend as long as the resale of such Deliverable Shares (x) has been or will be made (as certified in writing by such Holder to the Company) pursuant to an effective registration statement, (y) has been made pursuant to Rule 144 under the Securities Act, or (z) may be made pursuant to Rule 144(k) under the Securities Act or any successor rule or provision.

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(b)           Failure to Deliver.

(i)           In the event that, for any reason, a Holder has not timely received the number of Deliverable Shares required to be delivered to such Holder, or the Deliverable Shares so delivered contain a restrictive legend in spite of such Holder complying with the requirements described in clause (x), (y) or (z) of Section 10(a), on or before the delivery date for such Deliverable Shares (a “Delivery Default”, and the date on which such delivery was required to be made, the “Delivery Default Date”), the Company shall pay to such Holder payments (“Delivery Default Payments”) in the amount of (A) (N/360) multiplied by (B) the applicable Delivery Default Amount multiplied by (C) the Default Interest Rate, where “N” equals the number of days elapsed between the date on which such Deliverable Shares were to be delivered (or date on which the restrictive legend was to be removed from such Deliverable Shares) and the date on which such Delivery Default has been cured.  Amounts payable pursuant to the preceding sentence shall be paid to the Holder in immediately available funds on or before the second (2nd) Business Day following written notice from such Holder to the Company specifying the amount owed to it by the Company.

(ii)           In addition to any other remedies provided herein, each Holder shall have the right to pursue actual damages for the Company’s failure to issue and deliver Deliverable Shares on the applicable delivery date, including, without limitation, damages relating to any purchase of shares of Common Stock by or on behalf of such Holder in order to make delivery on a sale lawfully effected in anticipation of receiving Deliverable Shares, such damages to be in an amount equal to (A) the aggregate amount paid by such Holder for the shares of Common Stock so purchased minus (B) the aggregate amount received by such Holder upon the sale of such Deliverable Shares (or in the case of Dividend Shares, the aggregate amount received by such Holder upon the conversion of such Dividend Shares and subsequent sale of the Conversion Shares), and such Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

(c)           Fractional Shares.  No fractional Deliverable Shares shall be issued upon conversion of the Series A Preferred Stock.  Any fractional share shall be rounded up to the next whole share.

Section 11.  Reservation of Deliverable Shares.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Series A Preferred Stock and shares of Common Stock solely for the purpose of effecting the delivery of the Deliverable Shares as shall from time to time be sufficient to effect all of the delivery requirements under this Certificate, and if at any time the number of authorized but unissued shares of Series A Preferred Stock or shares of Common Stock shall not be sufficient to effect any of the delivery requirements under this Certificate, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Preferred Stock or shares of Common Stock, as the case may be, to such number of shares as shall be sufficient for such purpose.

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Section 12.  Voting Rights; Protective Provisions; Waivers.

(a)           Voting Rights.  Each Share shall have the same voting rights as the shares of Common Stock into which it may be converted determined in accordance with  the Conversion Price then in effect. The Company shall provide each Holder with prior notification of each meeting of stockholders (and copies of proxy statements and other information sent to such stockholders) in the same manner as notification sent to holders of Common Stock.

(b)           Protective Provisions. So long as any Shares are outstanding, the Company shall not, without first obtaining  the approval of the Holders of not less than two-thirds of the Shares then outstanding:

(i)           alter, change, modify or amend (x) the terms of the Series A Preferred Stock in any way or (y) the terms of any other capital stock of the Company so as to affect adversely the Series A Preferred Stock;

(ii)           create or issue any new class or series of capital stock, or increase the authorized number of any existing class or series of capital stock, in either such case having a preference over or ranking pari passu with the Series A Preferred Stock as to redemption or distribution of assets upon a Liquidation Event or any other liquidation, dissolution or winding up of the Company;

(iii)           increase the authorized number of shares of Series A Preferred Stock;

(iv)           re-issue any Shares which have been converted or redeemed in accordance with the terms hereof; or

(v)           issue any Shares except pursuant to the terms of this Certificate.

In the event that (x) the Holders of not less than two-thirds of the Shares then outstanding agree to allow the Company to alter or change the rights, preferences or privileges of the Series A Preferred Stock pursuant to the terms hereof, no such change shall be effective to the extent that, by its terms, it applies to less than all of the Shares then outstanding.

(c)           Waivers.  Any waiver or consent under this Certificate shall be in writing and be binding only upon the specific Person giving such waiver or consent and limited to the specific instance and purpose for which such waiver or consent was given.

Section 13.  Notices.  Any notice required by the provisions of this Certificate to be given to a Holder shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to such Holder of record at such Holder’s latest address appearing on the books of the Company or at such other address provided by such Holder to the Company in writing.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its President and attested to by its Secretary this ____ day of _________ 2011.

IUCSS, INC.

By:          /s/ David Cunic

Name: David Cunic

Title:  Chief Executive Officer

ATTEST:

By:          /s/ Gina Morreale

Name:  Gina Morreale

Title:  Secretary

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EXHIBIT B

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COMMON STOCK WARRANT

IUCSS, INC.

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO SALE, TRANSFER OR OTHER DISPOSITION OF SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

        Right to Purchase up to ________

Shares of Class A Common Stock

IUCSS, Inc., a Nevada corporation (the "Company") hereby certified that, for value received, Integrated Capital Partners, Inc. ("ICPI"), a Nevada corporation, is entitled, on the terms set forth below, to purchase from the Company at any time during the period commencing on the date upon which IUCSS, Inc.’s Form S-1 Registration Statement becomes effective (the "Exercisability Date") and, subject to the provisions of Section 1 below, ending at 5:00 p.m., Eastern Standard time, on three (3) anniversary of the Exercisability Date, ________ (__________) fully paid and non-assessable shares of the common stock, par value $0.001 per share (the "Warrant Shares"), of the Company, at a price of $0.05 per share, subject to adjustments as provided below (the "Purchase Price"). As used herein, the term "Stock" shall mean the Company's presently authorized common stock or any stock into or for which such common stock may hereafter be converted or exchanged prior to or concurrent with the exercise of this Warrant.

1. Expiration. This Warrant shall expire upon the first to occur of the following: (i) 5:00 p.m., Eastern Standard time, on the three (3) anniversary of the Exercisability Date; and (ii) the sale of all or substantially all of the assets of the Company or an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization or series of related transactions in which the holders of the Company's outstanding

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voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the surviving corporation, the surviving entity or the entity that controls such surviving entity (such sale of assets or acquisition, a "Merger or Consolidation").

2. Exercise of Warrant.

(a) Exercisability of the Warrant. This Warrant will become exercisable on the Exercisability Date.

(b) Full Exercise. This Warrant may be exercised by the Holder at any time during the period commencing on the Exercisability Date and ending upon its expiration for the full number of Warrant Shares by surrendering this Warrant and the Notice of Exercise attached hereto as Exhibit A properly endorsed to the Company's principal office, accompanied by payment in cash, by check or by wire transfer in an amount equal to the product of the Purchase Price and the number of Warrant Shares indicated on the face of this Warrant.

(c) Partial Exercise. This Warrant may be exercised by the Holder at any time during the period commencing on the Exercisability Date and ending upon its expiration for any portion  of Warrant Shares, but in blocks of at least 100,000 Warrant Shares, by surrendering this Warrant and the Notice of Exercise attached hereto as Exhibit A, indicating the number of Warrant Shares being exercised, properly endorsed to the Company's principal office, accompanied by payment in cash, by check or by wire transfer in an amount equal to the product of the Purchase Price and the number of Warrant Shares indicated on the Notice of Exercise.  In the event of a partial exercise as set forth herein, the Company shall issue a new Warrant for the remaining Warrant Shares not yet exercised.

(d) Taxes. The Company will not be required to pay any tax imposed in connection with any transfer involved in the issuance of a Warrant or a certificate for shares of Stock in any name other than that of the original holder hereof, and in such case, the Company will not be required to issue or deliver any stock certificate or warrant until such tax is paid.

3. Representations and Covenants of the Holder. This Warrant has been issued by the Company in reliance upon the following representations and covenants of the Holder:

(a) Investment Purpose. The Stock issuable upon exercise of the Holder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

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(b) Private Issue. The Holder understands (i) that the Stock issuable upon exercise of this Warrant is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 3.

(c) Disposition of Holder's Rights. The Stock issuable upon exercise of this Warrant is non-transferable, except in accordance with the terms of this provision. Notwithstanding the foregoing, the restrictions imposed upon the transferability of shares of the Stock shall terminate as to any particular share of Stock when (1) the transfer of such security shall have been effectively registered under the Act and transferred by the Holder thereof in accordance with such registration, or (2) such security shall have been sold without registration in compliance with Rule 144 under the Act or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the Stock issuable upon exercise of this Warrant may be sold pursuant to Rule 144(k), the restrictions imposed herein shall terminate, the Holder or holder of a share of Stock issued upon exercise of this Warrant as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Stock not bearing any restrictive legend.

(d) Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

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(e) Risk of No Registration. The Holder understands that if a registration statement covering the transfer of the Stock under the Act is not in effect when it desires to sell the Stock issuable upon exercise of this Warrant, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of Stock issuable upon exercise of this Warrant which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

4. Delivery of Stock Certificates on Exercise. Promptly after the exercise of this Warrant and the payment of the Purchase Price pursuant to Section 2(b) or after the net exercise of this Warrant pursuant to Section 2(c), the Company will issue to the Holder or upon the order of the Holder hereof, a certificate or certificates for the number of whole shares of Stock to which the Holder is entitled; provided, however, that (i) the Holder shall have furnished to the Company at the time of such exercise a signed Investment Representation Statement and (ii) the Company will place on each certificate the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT.”

Furthermore, the Company will place on each certificate any legend required by any applicable state blue sky law.

5. Adjustment for Dividends in Other Stock or Property; Reclassifications. The Purchase Price and the number and type of Warrant Shares and/or other property issuable upon exercise of this Warrant shall be appropriately and proportionately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization, any corporate reorganization other than as provided in Section 1 hereof or other similar event affecting the number or character of outstanding Warrant Shares, so that the number and type of securities and/or other property issuable upon exercise of this Warrant shall be equal to that which would have been issuable with respect to the number of Warrant Shares subject hereto at the time of such event, had such Warrant Shares then been outstanding.

6. Certificate as to Adjustments. In each case of an adjustment in the Purchase Price or in the shares of Stock or other stock, securities or property receivable on the exercise of the Warrant, the Company, at its expense, will compute such adjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which the adjustment is based. The Company will mail a copy of each such certificate to the Holder of the Warrant outstanding at that time.

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7. Notices of Record Date. In case (i) the Company takes a record of the holders of its Stock (or other stock or securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for any purchase any shares of stock of any class or any other securities; or (ii) of any capital reorganization of the Company, any reclassification of the common stock of the Company, any consolidation or merger of the Company with or into another corporation, including, without limitation, any Merger or Consolidation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (iii) of any voluntary dissolution, liquidation or winding-up on the Company; then, in each such case. The Company will mail or cause to be mailed to each Holder of a Warrant at the time outstanding a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (b) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and time, if any is to be fixed as of which the holders of record of Stock (or such other stock or securities at the time receivable upon the exercise of the Warrant) will be entitled to exchange their shares of Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board of Directors of the Company. Such notice shall be mailed at least ten (10) days prior to the date specified therein; provided, however, that in the event of a Merger or Consolidation the Company shall use its best efforts to provide such notice in accordance with Section 11 below at least twenty-one (21) days prior to the closing date of such Merger or Consolidation and, in any event, shall provide such notice in accordance with Section 11 below at least fifteen (15) days prior to such closing date.

8. Reservation of Stock Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, all such shares of Stock and other stock, or such other stock, securities and property as from time to time are receivable upon the exercise of the Warrant.

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9. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in such reasonable amount as the Company may determine, or (in the case of mutilation) upon surrender and cancellation thereof, the Company at its expense, will issue a replacement warrant in substantially identical form to this Warrant.

10. Notices. Any notices, demand, offer, request or other communication required or permitted to be given by either the Company or a Holder (collectively, a "Notice") pursuant to the terms of this Agreement, if delivered to the Holder, shall be sent to the following address:

Integrated Capital Partners, Inc.

784 Morris Turnpike, Suite 334

Short Hills, New Jersey 07078

Attn: James Farinella

or at such other addresses provided to the Company or such other address as a party may request by notifying the other in writing. Any notice shall be delivered in writing. Any such Notice shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) business day after being deposited with an overnight courier service and (v) three (3) days after being deposited in the U.S. mail, First Class with postage prepaid.

11. Change; Waiver. Neither this warrant nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

12. No Fractional Shares or Script. No fractional shares or script representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make cash payment therefore upon the basis of the Purchase Price then in effect.

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13. No Rights as Stockholder. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise of this Warrant.

14. Headings. The headings in this Warrant are for purposes of reference only and shall not be deemed to constitute a part hereof.

15. Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. Governing Law. This Warrant is delivered in the State of New Jersey and shall be construed in accordance with and governed by the laws of such state.

17. Confidentiality; No Public Disclosure. The terms and conditions of this Warrant are confidential. Neither party shall make any public disclosure concerning the terms and conditions of this Warrant without the prior written consent of the other party, except as required by the rules and regulations of the Securities and Exchange Commission, the OTCBB or any other applicable stock exchanges.

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Dated:	IUCSS, INC.
	Signature of Authorized Signatory
	David M. Cunic / President
	Print Name and Title
Agreed and Accepted:	INTEGRATED CAPITAL PARTNERS, INC.
	Signature of Authorized Signatory
	James Farinella / President
	Print Name and Title

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EXHIBIT A

NOTICE OF EXERCISE

TO: IUCSS, INC.

1.     The undersigned hereby elects to purchase __________ shares (minimum blocks of 100,000 shares) of Common Stock of IUCSS, Inc. pursuant to the terms of the attached Warrant.

2.     Exercise (Please initial the blank):

The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

3.     Please issue a certificate, or certificates representing said shares of stock, in the name of the undersigned or in such other name as are specified below

(Name)

(Address)

4. The undersigned represents that the aforesaid shares of stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares. In support thereof, the undersigned has executed an Investment Representation Statement attached hereto.

Name of Warrant Holder

Signature of Authorized Signatory

Print Name and Title

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EXHIBIT C

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STOCK SUBSCRIPTION AGREEMENT

This Stock Subscription Agreement (the “Agreement”) is entered into this _____ day of ______  _____ by and between Integrated Capital Partners, Inc. (the “Subscriber”), a Nevada corporation, having an address at 784 Morris Avenue, Suite 334, Short Hills, New Jersey  07078,  who hereby offers to subscribe for ________ shares of Series A Preferred Stock (the Shares) of IUCSS Inc., a Nevada corporation, having an address at 15A Saddle Road, Cedar Knolls, New Jersey 07927 (the Company) at the price of $0.05 per Share.

By execution of this Subscription Agreement, the undersigned hereby acknowledges that the undersigned understands that the Company is relying upon the accuracy and completeness hereof in complying with its obligations under applicable federal and state securities laws.  The undersigned further acknowledges and certifies that the undersigned has reviewed all of the operative documents of the Company, including the Certificate of Designations for the Series A Convertible Preferred Stock, and that the undersigned is familiar with the terms and provisions thereof.

1. Representations, Warranties and Agreements.

The undersigned hereby represents and warrants to, and agrees with, the Company, as follows:

a. That the undersigned is aware of the following:

1. The Shares are speculative investments which involve a substantial degree of risk of loss by the undersigned of the undersigned’s entire investment in the Company and that the undersigned takes full cognizance of the risk factors related to the purchase of the Shares;

2. There are significant restrictions on the transferability of the Shares; the Shares will not be, and the investors will have no rights to require the Shares be, registered under the Securities Act of 1933 (the Act) or any state securities laws, and accordingly, it may not be possible for the undersigned to liquidate the undersigned’s investment in the Company;

3. No federal or state agency has made any findings as to the fairness of the terms of this offering;

4. Any projections or predictions that may have been made available to the investor are based on estimates, assumptions, and forecasts which may prove to be incorrect, and no assurance is given that actual results will correspond with the results contemplated;

5. That the undersigned is financially responsible, is anAAccredited Investor as defined in Rule 501(a) of Regulation D of the Act, or is otherwise a sophisticated and knowledgeable investor;

6. The documents, records and books pertaining to the investment in the Company, have been made available to the undersigned and/or the undersigned’s personal investment, tax and legal advisors, if such advisors were utilized by the undersigned;

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7. The undersigned is capable of bearing the high degree of economic risks and burdens associated with the undersigned’s investment in the Company, including, without limitation, the complete loss of the undersigned’s investment in the Company;

8. That the offer to sell the Shares was communicated to the undersigned in such a fashion that the undersigned was able to ask questions and receive answers from the Company concerning the terms and conditions of this offer;

9. The offer to sell the Shares was directly communicated to the Subscriber by the Company.  At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; and

10. That the Shares for which the undersigned hereby subscribes are being acquired solely for the undersigned’s account, for investment, and are not being purchased with the view of resale, distribution or subdivision thereof.

2. Conversion Rights.

a. The Subscriber understands that the Company has no plans to register the Shares with the Securities and Exchange Commission or any State commission.  The Subscriber understands that he does have a right to convert the Shares into the common stock of the Company at the rates and conditions set forth in the Certificate of Designations for the Shares.  The Company does intend to file a Registration Statement on Form S-1 for the registration of the common stock into which the Shares may be converted.  There is however, no guaranty if, or when, that such Registration Statement may become effective and the Subscriber has not relied up any representation by the Company with regard to the Registration of and shares into which the Shares may be converted and further understands that the Subscriber may be forced to rely upon any exemption from Registration which may exist, including under Rule 144.

3. Restrictive Legends.

a. Shares Legend.  The Shares shall bear the following or similar legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENXNET, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

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4. Indemnification.

a. The undersigned shall indemnify, defend and hold harmless the Company, and any of its officers, director and/or agents who was, or is, a party, or who is threatened to be made a party to any threatened, contemplated or pending action or suit, whether civil, criminal, administrative or investigative, against any losses, liabilities or expenses (including reasonable attorney’s fees) incurred by such person by reason or arising out of any misrepresentation or misstatement of fact or omission contained in this Subscription Agreement

5. Certain Security Law Matters.

a. The Shares will not be sold, assigned, transferred or pledged except upon satisfaction of the conditions set forth in this Subscription Agreement which are intended to ensure compliance with the provisions of the Act.  The undersigned will, unless a valid exemption otherwise exists, cause any proposed purchaser, assignee or transferee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions set forth in this Subscription Agreement.

6. Miscellaneous.

a.          All notices or other communications shall be in writing to the other party and sent by certified mail, return receipt requested, or overnight delivery by recognized carrier.

b.          This Subscription Agreement will be governed and construed in accordance with the laws of the State of New Jersey without regard for conflicts of laws principles.

c.          This Subscription Agreement constitutes the entire agreement among the parties with regard to the subject matter hereof and supersedes any prior or contemporaneous understanding, representations, warranties or agreements (whether oral or written) and may be amended only by a writing executed by all parties.

[Signatures on next page]

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IN WITNESS WHEREOF the parties have subscribed their names below this _____ day of ______    ______.

IUCSS, INC.

____________________________

David Cunic   / President & CEO

The SUBSCRIBER

INTEGRATED CAPITAL PARTNERS, INC.

By: _________________________

James M. Farinella / President

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EX-99.2

Exhibit 99.2

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EX-99.3

Exhibit 99.3

FIRST AMENDMENT TO SUPPLY CONTRACT

This Amendment is made this 28 day of February, 2011 by and between VitaminSpice, a Wyoming corporation ("Spice"), herein represented by its undersigned officer and IUCSS, Inc., a Nevada corporation ("Buyer"), herein represented by its undersigned officer.

WITNESSETH

WHEREAS, Spice and Buyer have entered into a Supply Contract, dated February 9, 2011, (the "Contract"); and

WHEREAS, the parties seek to clarify and amend Article IV of the Contract; and

NOW THEREFORE, the parties for the mutual benefits conferred upon each other herein, the receipt and adequacy of which are

1.     Article IV of the Contract is amended to read as follows:

Article IV

Prices for the initial order of Product shall be $2.15 per unit point of origin for all current Spice products. All future orders of Product shall be the lesser of: (i) $2.15 per unit for all current Spice products; or (ii) the price Spice offers to any other customer (i.e. most favored nation pricing) for any Product. Spice's invoices for Products shall become due and payable forty-five (45) days after delivery, subject to adjustment for defective or non-conforming Products as set forth herein.

2.All other provisions of the Contract shall remain in full force and effect and shall not be altered by this Amendment.

IN WITNESS WHEREOF, the Parties executed this Agreement on the date first written above.

IUCSS, INC.		VITAMINSPICE
By:	/s/ David Cunic	By:	/s/ Edward Bukstel
	David Cunic, CEO		Edward Bukstel, CEO
	3/2/11

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SUPPLY CONTRACT

This Agreement is made this 9th day of February, 2011 by and between VitaminSpice, a Wyoming corporation ("Spice"), herein represented by its undersigned officer and IUCSS, Inc., a Nevada corporation ("Buyer"), herein represented by its undersigned officer.

WITNESSETH

WHEREAS, Spice has the right to use a certain basic recipe and formula in the preparation of spices (namely: ground black pepper, garlic powder, crushed red pepper and cinnamon) and any developments or improvements relating to the production of such recipe and formula and any additional recipes for additional products including, but not limited to condiments such as ketchup, mustard and salad dressing (collectively, the "Products");

WHEREAS, Buyer, subject to written Resolution of Buyer's Board of Directors, wishes to assure an adequate supply of the Products for resale through internet and other means;

WHEREAS, Spice is willing, on the terms and conditions of this Agreement, to manufacture, package and supply to Buyer certain quantities of the Products; and

WHEREAS, Buyer is willing, on the terms and conditions of this Agreement, to purchase such quantities of the Products from Spice as it requires; and

NOW THEREFORE, the parties for the mutual benefits conferred upon each other herein, the receipt and adequacy of which are acknowledged, agree that:

Article I

Spice shall sell to Buyer, or as Buyer directs, all of the Products required by Buyer, and Buyer shall purchase its requirements for the consideration hereafter stated.

Article II

Except for the initial order of Products, during any month, Spice shall not be obligated to supply an amount of Product disproportionate

1

to average amounts customarily supplied in any one month for the preceding twelve month period.

Article III

In consultation with Buyer, Spice shall endeavor, on a best efforts basis, to estimate the future requirements of the Buyer for a rolling three month period to assure maximum compliance herewith.

Article IV

Prices for the initial order of Product shall be $2.15 per unit point of origin. All future orders of Product shall be as negotiated from time to time by Spice consistent with past practices, but in no event shall the unit price offered to Buyer be an amount greater than Spice offers any other customer (i.e. most favored nation pricing) as shall be mutually determined by the Parties. Spice's invoices for Products shall become due and payable forty-five (45) days after delivery, subject to adjustment for defective or non-conforming Products as set forth herein.

Article V

Title shall pass from Spice to Buyer upon delivery to Buyer. Any risk arising from the loss or destruction of the Products or any change in the quality of the Product or any other occurrence with respect to the Products at the time of, or prior to, the delivery of the Products to Buyer shall be borne by Spice. Any such risk from any occurrence after the delivery of the Products to Buyer by Spice, or its common carrier, shall be borne by Spice.

Article VI

Spice warrants that all the Products provided to Buyer will, on the date of shipment and for 120 days thereafter, meet the specifications set forth on the Product packaging and will comply with all applicable laws and regulations. During the 120 days after delivery, Buyer agrees to store all Products in a secure, controlled environment free from excess heat, humidity or physical shock.

Article VII

If the Products provided by Spice meet the specifications as set forth on the Product packaging, it will be accepted and paid for as

2

described above. If Buyer finds that any Product specifications are not met, then Buyer shall promptly notify Spice of the problem and provide Spice with its test data and results. Buyer agrees to provide Spice written notification of any nonconformity within 130 days of receipt of the Product. In the event Spice has not received a notice from Buyer within 130 days of Buyer's receipt of the Products, the Products shall be deemed to be accepted by Buyer. Spice shall have the option, at its own cost, to promptly retest the batch of Product which is claimed by Buyer to be nonconforming, as appropriate, and supply its test results to Buyer. If this re-test shows that the Product does not meet specifications, then Spice will replace that nonconforming Product, provided, however, that all nonconforming Product is returned to Spice at Buyer's cost and expense in its origin containers, and shall reimburse Buyer for any reasonable testing costs incurred for any nonconforming Product. Furthermore, VitaminSpice shall maintain at all times adequate products liability insurance which shall name, if permitted, Buyer as and additional insured as a product reseller.

Article VIII

Each Party acknowledges validity and exclusive ownership and right to use, to grant permission to use and to control its respective name and neither Party will acquire any right of any nature in or to the other Party's name. The Foregoing notwithstanding, Buyer, and or its affiliates and assignees, is granted a limited use license to use the name and logo of Spice, as well as the use of the term "foodceutical", or any other trademarked, patented, or otherwise, in any of its literature or public domain website for the purposes of marketing and selling the Products.

Article IX

The term hereof shall be ten years. Thereafter, this Agreement may be terminated by the Parties' agreement, subject to an accounting for Product already sold but not yet paid for.

Article X

Without the other Party's written consent first obtained, neither Party may assign or encumber its rights hereunder, nor may this Agreement be assumed by any other person.

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Article XI

This Agreement may be amended only by a writing executed by the parties hereto.

Article XII

This Agreement establishes no third party beneficiary rights in any persons not parties hereto.

Article XIII

This Agreement shall be construed in accordance with the internal laws of the State of New Jersey.

IN WITNESS WHEREOF, the Parties executed this Agreement on the date first written above.

IUCSS, INC.		VITAMINSPICE
By:	/s/ David Cunic	By:	/s/ Edward Bukstel
	David Cunic, CEO		Edward Bukstel, CEO

 4

EX-99.4

Exhibit 99.4

EX-99.5

Exhibit 99.5

ICPI Promissory Note 1 – December 31, 2010

PROMISSORY NOTE

$1,615.06  Cedar Knolls, New Jersey December 31, 2010

For value received, PAZOO, Inc. (“Maker”) promises to pay to the order of Integrated Capital Partners, Inc., or its successors and/or assigns (the “Holder”) on or before December 31, 2011 (the “Maturity Date”), the principal sum of One Thousand Six Hundred Fifteen and 06/100 United States Dollars ($1,615.06), together with interest on any and all principal amounts remaining unpaid hereunder, from time to time outstanding, from the date hereof until payment in full.

1.             Interest and Principal

1.01           Interest.  Interest shall accrue on the principal of this Note at the short term Applicable Federal Rate as set by the Internal Revenue Service which is thirty-two one hundredths of one percent (.32%) per annum, compounded annually.

1.02           Principal.  The principal, and all accrued interest, shall be paid on or before the Maturity Date.

1.03           Prepayment.  This Note may be prepaid, without premium or penalty.

1.04          Delivery of Payment.  All payments made hereunder shall be made to the Holder at the address he may from time to time designate in writing to the Maker.  If any payments are required to be made on a day that is not a Business Day (as hereinafter defined) the date on which such payment is required to be made shall be extended to, and such payment shall be required to be made on, the next Business Day.  “Business Day” shall mean a day other than Saturday, Sunday and any day that shall be in the State of New Jersey a legal holiday.

2.            Offsets.

2.01           Any and all other obligations of the Maker or Holder to each other are independent obligations and may not be offset against the obligations under this Note.

3.            Collateral.

3.01           Holder shall have, as security, a blanket lien on all property of the Maker.  If so requested by Holder, Maker consents to the filing of a UCC-1 financing statement on all available assets of the Maker, including, without limitation, any accounts receivable.

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4.             Defaults and Remedies.

4.01           Events of Default.  An “Event of Default” shall occur if:

(a)           the Maker defaults in the payment of principal and interest on this Note when it becomes due and payable, at maturity or otherwise, and the Default continues for a period of ten (10) days after written notice to Maker; or

(b)           the Maker fails to comply with any of the other agreements contained in this Note, and the Default continues for the period of ten (10) days after written notice to Maker; or

(c)           the Maker pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i) commences a voluntary case;

(ii) consents to the entry of an order against it for relief in an involuntary case; or

(iii)  makes a general assignment for the benefit of its creditors; or

(d)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Maker in an involuntary case;

(ii) appoints a Custodian (as hereinafter defined) for all or substantially all of the assets of the Company; or

(iii)  orders a liquidation of the Maker’s assets.

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law.  The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

4.02           Acceleration.  If an Event of Default occurs and continues for more than thirty (30) days, the Holder of this Note may, by written notice to the Maker, declare the principal and accrued interest on this Note to be immediately due and payable.

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4.03           Other Remedies.  If an Event of Default occurs and is continuing, the Holder of this Note may pursue any available remedy to collect the payment of interest, principal, or premium, if any, on this Note or to enforce any provision of this Note.  If an Event of Default occurs, Holder shall be entitled to reimbursement, from Maker, of all costs (including reasonable attorney’s fees) incurred by Holder to enforce any provision of this Note. A delay or omission by the Holder of this Note in exercising any right or remedy accruing upon an event of Default shall not impair the right or remedy or constitute a waiver or acquiesce in the Event of Default.  All remedies are cumulative to the extent permitted by law.

5.             Miscellaneous

5.01           Notice of Presentment and Demand.  The undersigned hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party to this Note.

5.02           Jurisdiction, Venue and Interpretation. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (NOTWITHSTANDING ANY LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW JERSEY.  ANY ACTION COMMENCED UNDER THIS NOTE MUST BE COMMENCED IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

PAZOO, INC.
By:
	David Cunic / President

3

EX-99.6

Exhibit 99.6

ICPI Promissory Note 2 – January 31, 2011

PROMISSORY NOTE

$2,889.94 Cedar Knolls, New Jersey January 31, 2011

For value received, PAZOO, Inc. (“Maker”) promises to pay to the order of Integrated Capital Partners, Inc., or its successors and/or assigns (the “Holder”) on or before January 31, 2012 (the “Maturity Date”), the principal sum of Two Thousand Eight Hundred Eighty-Nine and 94/100 United States Dollars ($2,889.94), together with interest on any and all principal amounts remaining unpaid hereunder, from time to time outstanding, from the date hereof until payment in full.

1.             Interest and Principal

1.01           Interest.  Interest shall accrue on the principal of this Note at the short term Applicable Federal Rate as set by the Internal Revenue Service which is forty-three one hundredths of one percent (.43%) per annum, compounded annually.

1.02           Principal.  The principal, and all accrued interest, shall be paid on or before the Maturity Date.

1.03           Prepayment.  This Note may be prepaid, without premium or penalty.

1.04           Delivery of Payment.  All payments made hereunder shall be made to the Holder at the address he may from time to time designate in writing to the Maker.  If any payments are required to be made on a day that is not a Business Day (as hereinafter defined) the date on which such payment is required to be made shall be extended to, and such payment shall be required to be made on, the next Business Day.  “Business Day” shall mean a day other than Saturday, Sunday and any day that shall be in the State of New Jersey a legal holiday.

2.             Offsets.

2.01           Any and all other obligations of the Maker or Holder to each other are independent obligations and may not be offset against the obligations under this Note.

3.            Collateral.

3.01           Holder shall have, as security, a blanket lien on all property of the Maker.  If so requested by Holder, Maker consents to the filing of a UCC-1 financing statement on all available assets of the Maker, including, without limitation, any accounts receivable.

1

4.             Defaults and Remedies.

4.01         Events of Default.  An “Event of Default” shall occur if:

(a)           the Maker defaults in the payment of principal and interest on this Note when it becomes due and payable, at maturity or otherwise, and the Default continues for a period of ten (10) days after written notice to Maker; or

(b)           the Maker fails to comply with any of the other agreements contained in this Note, and the Default continues for the period of ten (10) days after written notice to Maker; or

(c)           the Maker pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i) commences a voluntary case;

(ii) consents to the entry of an order against it for relief in an involuntary case; or

(iii)  makes a general assignment for the benefit of its creditors; or

(d)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Maker in an involuntary case;

(ii) appoints a Custodian (as hereinafter defined) for all or substantially all of the assets of the Company; or

(iii)  orders a liquidation of the Maker’s assets.

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law.  The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

4.02          Acceleration.  If an Event of Default occurs and continues for more than thirty (30) days, the Holder of this Note may, by written notice to the Maker, declare the principal and accrued interest on this Note to be immediately due and payable.

2

4.03          Other Remedies.  If an Event of Default occurs and is continuing, the Holder of this Note may pursue any available remedy to collect the payment of interest, principal, or premium, if any, on this Note or to enforce any provision of this Note.  If an Event of Default occurs, Holder shall be entitled to reimbursement, from Maker, of all costs (including reasonable attorney’s fees) incurred by Holder to enforce any provision of this Note. A delay or omission by the Holder of this Note in exercising any right or remedy accruing upon an event of Default shall not impair the right or remedy or constitute a waiver or acquiesce in the Event of Default.  All remedies are cumulative to the extent permitted by law.

5.             Miscellaneous

5.01         Notice of Presentment and Demand.  The undersigned hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party to this Note.

5.02         Jurisdiction, Venue and Interpretation. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (NOTWITHSTANDING ANY LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW JERSEY.  ANY ACTION COMMENCED UNDER THIS NOTE MUST BE COMMENCED IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

PAZOO, INC.
By:
	David Cunic / President

3

EX-99.7

Exhibit 99.7

ICPI Promissory Note 3 – February 28, 2011

PROMISSORY NOTE

$659.34	Cedar Knolls, New Jersey
	February 28, 2011

For value received, PAZOO, Inc. (“Maker”) promises to pay to the order of Integrated Capital Partners, Inc., or its successors and/or assigns (the “Holder”) on or before February 28, 2012 (the “Maturity Date”), the principal sum of Six Hundred Fifty-Nine and 34/100 United States Dollars ($659.34), together with interest on any and all principal amounts remaining unpaid hereunder, from time to time outstanding, from the date hereof until payment in full.

1.            Interest and Principal

1.01           Interest.  Interest shall accrue on the principal of this Note at the short term Applicable Federal Rate as set by the Internal Revenue Service which is fifty one one hundredths of one percent (.51%) per annum, compounded annually.

1.02           Principal.  The principal, and all accrued interest, shall be paid on or before the Maturity Date.

1.03           Prepayment.  This Note may be prepaid, without premium or penalty.

1.04           Delivery of Payment.  All payments made hereunder shall be made to the Holder at the address he may from time to time designate in writing to the Maker.  If any payments are required to be made on a day that is not a Business Day (as hereinafter defined) the date on which such payment is required to be made shall be extended to, and such payment shall be required to be made on, the next Business Day.  “Business Day” shall mean a day other than Saturday, Sunday and any day that shall be in the State of New Jersey a legal holiday.

2.            Offsets.

2.01           Any and all other obligations of the Maker or Holder to each other are independent obligations and may not be offset against the obligations under this Note.

3.            Collateral.

3.01           Holder shall have, as security, a blanket lien on all property of the Maker.  If so requested by Holder, Maker consents to the filing of a UCC-1 financing statement on all available assets of the Maker, including, without limitation, any accounts receivable.

1

4.             Defaults and Remedies.

4.01          Events of Default.  An “Event of Default” shall occur if:

(a)           the Maker defaults in the payment of principal and interest on this Note when it becomes due and payable, at maturity or otherwise, and the Default continues for a period of ten (10) days after written notice to Maker; or

(b)           the Maker fails to comply with any of the other agreements contained in this Note, and the Default continues for the period of ten (10) days after written notice to Maker; or

(c)           the Maker pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i) commences a voluntary case;

(ii) consents to the entry of an order against it for relief in an involuntary case; or

(iii)  makes a general assignment for the benefit of its creditors; or

(d)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Maker in an involuntary case;

(ii) appoints a Custodian (as hereinafter defined) for all or substantially all of the assets of the Company; or

(iii)  orders a liquidation of the Maker’s assets.

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law.  The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

4.02           Acceleration.  If an Event of Default occurs and continues for more than thirty (30) days, the Holder of this Note may, by written notice to the Maker, declare the principal and accrued interest on this Note to be immediately due and payable.

2

4.03           Other Remedies.  If an Event of Default occurs and is continuing, the Holder of this Note may pursue any available remedy to collect the payment of interest, principal, or premium, if any, on this Note or to enforce any provision of this Note.  If an Event of Default occurs, Holder shall be entitled to reimbursement, from Maker, of all costs (including reasonable attorney’s fees) incurred by Holder to enforce any provision of this Note. A delay or omission by the Holder of this Note in exercising any right or remedy accruing upon an event of Default shall not impair the right or remedy or constitute a waiver or acquiesce in the Event of Default.  All remedies are cumulative to the extent permitted by law.

5.            Miscellaneous

5.01           Notice of Presentment and Demand.  The undersigned hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party to this Note.

5.02           Jurisdiction, Venue and Interpretation. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (NOTWITHSTANDING ANY LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW JERSEY.  ANY ACTION COMMENCED UNDER THIS NOTE MUST BE COMMENCED IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

PAZOO, INC.
By:
	David Cunic / President

3

EX-99.8

Exhibit 99.8

ICPI Promissory Note 4 – May 31, 2011

PROMISSORY NOTE

$2,897.43	Cedar Knolls, New Jersey
	May 31, 2011

For value received, PAZOO, Inc. (“Maker”) promises to pay to the order of Integrated Capital Partners, Inc., or its successors and/or assigns (the “Holder”) on or before May 31, 2012 (the “Maturity Date”), the principal sum of Two Thousand Eight Hundred Ninety Seven and 43/100 United States Dollars ($2,897.43), together with interest on any and all principal amounts remaining unpaid hereunder, from time to time outstanding, from the date hereof until payment in full.

1.             Interest and Principal

1.01           Interest.  Interest shall accrue on the principal of this Note at the short term Applicable Federal Rate as set by the Internal Revenue Service which is fifty-six one hundredths of one percent (.56%) per annum, compounded annually.

1.02           Principal.  The principal, and all accrued interest, shall be paid on or before the Maturity Date.

1.03           Prepayment.  This Note may be prepaid, without premium or penalty.

1.04            Delivery of Payment.  All payments made hereunder shall be made to the Holder at the address he may from time to time designate in writing to the Maker.  If any payments are required to be made on a day that is not a Business Day (as hereinafter defined) the date on which such payment is required to be made shall be extended to, and such payment shall be required to be made on, the next Business Day.  “Business Day” shall mean a day other than Saturday, Sunday and any day that shall be in the State of New Jersey a legal holiday.

2.            Offsets.

2.01           Any and all other obligations of the Maker or Holder to each other are independent obligations and may not be offset against the obligations under this Note.

3.           Collateral.

3.01           Holder shall have, as security, a blanket lien on all property of the Maker.  If so requested by Holder, Maker consents to the filing of a UCC-1 financing statement on all available assets of the Maker, including, without limitation, any accounts receivable.

1

4.            Defaults and Remedies.

4.01           Events of Default.  An “Event of Default” shall occur if:

(a)           the Maker defaults in the payment of principal and interest on this Note when it becomes due and payable, at maturity or otherwise, and the Default continues for a period of ten (10) days after written notice to Maker; or

(b)           the Maker fails to comply with any of the other agreements contained in this Note, and the Default continues for the period of ten (10) days after written notice to Maker; or

(c)           the Maker pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i) commences a voluntary case;

(ii) consents to the entry of an order against it for relief in an involuntary case; or

(iii)  makes a general assignment for the benefit of its creditors; or

(d)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Maker in an involuntary case;

(ii) appoints a Custodian (as hereinafter defined) for all or substantially all of the assets of the Company; or

(iii)  orders a liquidation of the Maker’s assets.

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law.  The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

4.02           Acceleration.  If an Event of Default occurs and continues for more than thirty (30) days, the Holder of this Note may, by written notice to the Maker, declare the principal and accrued interest on this Note to be immediately due and payable.

2

4.03           Other Remedies.  If an Event of Default occurs and is continuing, the Holder of this Note may pursue any available remedy to collect the payment of interest, principal, or premium, if any, on this Note or to enforce any provision of this Note.  If an Event of Default occurs, Holder shall be entitled to reimbursement, from Maker, of all costs (including reasonable attorney’s fees) incurred by Holder to enforce any provision of this Note. A delay or omission by the Holder of this Note in exercising any right or remedy accruing upon an event of Default shall not impair the right or remedy or constitute a waiver or acquiesce in the Event of Default.  All remedies are cumulative to the extent permitted by law.

5.            Miscellaneous

5.01           Notice of Presentment and Demand.  The undersigned hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party to this Note.

5.02           Jurisdiction, Venue and Interpretation. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (NOTWITHSTANDING ANY LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW JERSEY.  ANY ACTION COMMENCED UNDER THIS NOTE MUST BE COMMENCED IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

PAZOO, INC.
By:
	David Cunic / President

3

EX-99.9

Exhibit 99.9

ICPI Promissory Note 5 – August 31, 2011

PROMISSORY NOTE

$239.94	Cedar Knolls, New Jersey
	August 31, 2011

For value received, PAZOO, Inc. (“Maker”) promises to pay to the order of Integrated Capital Partners, Inc., or its successors and/or assigns (the “Holder”) on or before August 31, 2012 (the “Maturity Date”), the principal sum of Two Hundred Thirty Nine and 94/100 United States Dollars ($239.94), together with interest on any and all principal amounts remaining unpaid hereunder, from time to time outstanding, from the date hereof until payment in full.

1.            Interest and Principal

1.01           Interest.  Interest shall accrue on the principal of this Note at the short term Applicable Federal Rate as set by the Internal Revenue Service which is thirty-two one hundredths of one percent (.32%) per annum, compounded annually.

1.02           Principal.  The principal, and all accrued interest, shall be paid on or before the Maturity Date.

1.03           Prepayment.  This Note may be prepaid, without premium or penalty.

1.04   Delivery of Payment.  All payments made hereunder shall be made to the Holder at the address he may from time to time designate in writing to the Maker.  If any payments are required to be made on a day that is not a Business Day (as hereinafter defined) the date on which such payment is required to be made shall be extended to, and such payment shall be required to be made on, the next Business Day.  “Business Day” shall mean a day other than Saturday, Sunday and any day that shall be in the State of New Jersey a legal holiday.

2.            Offsets.

2.01           Any and all other obligations of the Maker or Holder to each other are independent obligations and may not be offset against the obligations under this Note.

3.            Collateral.

3.01           Holder shall have, as security, a blanket lien on all property of the Maker.  If so requested by Holder, Maker consents to the filing of a UCC-1 financing statement on all available assets of the Maker, including, without limitation, any accounts receivable.

1

4.            Defaults and Remedies.

4.01           Events of Default.  An “Event of Default” shall occur if:

(a)           the Maker defaults in the payment of principal and interest on this Note when it becomes due and payable, at maturity or otherwise, and the Default continues for a period of ten (10) days after written notice to Maker; or

(b)           the Maker fails to comply with any of the other agreements contained in this Note, and the Default continues for the period of ten (10) days after written notice to Maker; or

(c)           the Maker pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i) commences a voluntary case;

(ii) consents to the entry of an order against it for relief in an involuntary case; or

(iii)  makes a general assignment for the benefit of its creditors; or

(d)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Maker in an involuntary case;

(ii) appoints a Custodian (as hereinafter defined) for all or substantially all of the assets of the Company; or

(iii)  orders a liquidation of the Maker’s assets.

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law.  The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

4.02           Acceleration.  If an Event of Default occurs and continues for more than thirty (30) days, the Holder of this Note may, by written notice to the Maker, declare the principal and accrued interest on this Note to be immediately due and payable.

2

4.03           Other Remedies.  If an Event of Default occurs and is continuing, the Holder of this Note may pursue any available remedy to collect the payment of interest, principal, or premium, if any, on this Note or to enforce any provision of this Note.  If an Event of Default occurs, Holder shall be entitled to reimbursement, from Maker, of all costs (including reasonable attorney’s fees) incurred by Holder to enforce any provision of this Note. A delay or omission by the Holder of this Note in exercising any right or remedy accruing upon an event of Default shall not impair the right or remedy or constitute a waiver or acquiesce in the Event of Default.  All remedies are cumulative to the extent permitted by law.

5.           Miscellaneous

5.01           Notice of Presentment and Demand.  The undersigned hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party to this Note.

5.02           Jurisdiction, Venue and Interpretation. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (NOTWITHSTANDING ANY LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW JERSEY.  ANY ACTION COMMENCED UNDER THIS NOTE MUST BE COMMENCED IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

PAZOO, INC.
By:
	David Cunic / President

 3

EX-99.10

Exhibit 99.10

ICPI Promissory Note 6 – September 13, 2011

PROMISSORY NOTE

$5,000.00	Cedar Knolls, New Jersey
	September 13, 2011

For value received, PAZOO, Inc. (“Maker”) promises to pay to the order of Integrated Capital Partners, Inc., or its successors and/or assigns (the “Holder”) on or before September 13, 2012 (the “Maturity Date”), the principal sum of Five Thousand United States Dollars ($5,000.00), together with interest on any and all principal amounts remaining unpaid hereunder, from time to time outstanding, from the date hereof until payment in full.

1.           Interest and Principal

1.01           Interest.  Interest shall accrue on the principal of this Note at the short term Applicable Federal Rate as set by the Internal Revenue Service which is twenty-six one hundredths of one percent (.26%) per annum, compounded annually.

1.02           Principal.  The principal, and all accrued interest, shall be paid on or before the Maturity Date.  At the option of the Holder, the Holder may apply the Principal toward the purchase of Series A Preferred Stock of Holder in accordance with a certain Investment Agreement entered into by and between the Maker and the Holder.

1.03           Prepayment.  This Note may be prepaid, without premium or penalty.

1.04           Delivery of Payment.  All payments made hereunder shall be made to the Holder at the address he may from time to time designate in writing to the Maker.  If any payments are required to be made on a day that is not a Business Day (as hereinafter defined) the date on which such payment is required to be made shall be extended to, and such payment shall be required to be made on, the next Business Day.  “Business Day” shall mean a day other than Saturday, Sunday and any day that shall be in the State of New Jersey a legal holiday.

2.            Offsets.

2.01           Any and all other obligations of the Maker or Holder to each other are independent obligations and may not be offset against the obligations under this Note.

3.            Collateral.

3.01           Holder shall have, as security, a blanket lien on all property of the Maker.  If so requested by Holder, Maker consents to the filing of a UCC-1 financing statement on all available assets of the Maker, including, without limitation, any accounts receivable.

1

4.            Defaults and Remedies.

4.01           Events of Default.  An “Event of Default” shall occur if:

(a)           the Maker defaults in the payment of principal and interest on this Note when it becomes due and payable, at maturity or otherwise, and the Default continues for a period of ten (10) days after written notice to Maker; or

(b)           the Maker fails to comply with any of the other agreements contained in this Note, and the Default continues for the period of ten (10) days after written notice to Maker; or

(c)           the Maker pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i) commences a voluntary case;

(ii) consents to the entry of an order against it for relief in an involuntary case; or

(iii)  makes a general assignment for the benefit of its creditors; or

(d)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Maker in an involuntary case;

(ii) appoints a Custodian (as hereinafter defined) for all or substantially all of the assets of the Company; or

(iii)  orders a liquidation of the Maker’s assets.

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law.  The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

4.02           Acceleration.  If an Event of Default occurs and continues for more than thirty (30) days, the Holder of this Note may, by written notice to the Maker, declare the principal and accrued interest on this Note to be immediately due and payable.

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4.03           Other Remedies.  If an Event of Default occurs and is continuing, the Holder of this Note may pursue any available remedy to collect the payment of interest, principal, or premium, if any, on this Note or to enforce any provision of this Note.  If an Event of Default occurs, Holder shall be entitled to reimbursement, from Maker, of all costs (including reasonable attorney’s fees) incurred by Holder to enforce any provision of this Note. A delay or omission by the Holder of this Note in exercising any right or remedy accruing upon an event of Default shall not impair the right or remedy or constitute a waiver or acquiesce in the Event of Default.  All remedies are cumulative to the extent permitted by law.

5.            Miscellaneous

5.01           Notice of Presentment and Demand.  The undersigned hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party to this Note.

5.02           Jurisdiction, Venue and Interpretation. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (NOTWITHSTANDING ANY LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW JERSEY.  ANY ACTION COMMENCED UNDER THIS NOTE MUST BE COMMENCED IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

PAZOO, INC.
By:
	David Cunic / C.E.O.

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