SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 8-K/A
Current Report
 
______________
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 10, 2012 (May 29, 2012)
 
PAZOO, Inc.
(Exact name of Registrant as specified in charter)
 
Nevada
333-178037
27-3984713
(State or other
(Commission file
(I.R.S. Employer
jurisdiction of
number)
Identification Number)
incorporation)
   
 
15A Saddle Road
Cedar Knolls, New Jersey  07927
 (Address of Principal Executive Offices)
 
_________________________________
(Prior Address if Changed From Last Report)

(973) 455-0970
 (Telephone Number, Including Area Code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 


Item 3.02  Unregistered Sale of Equity Securities.

Series A Preferred Stock:  On July 27, 2012 the Company disclosed in a Form 8-K that May 29, 2012 the Company issued 120,000 shares of Series A Convertible Preferred Stock to Integrated Capital Partners, Inc. (“ICPI”) in accordance with the January 3, 2011 Investment Agreement. There was a typographical error in that, in accordance with the January 3, 2011 Investment Agreement, the actual number of shares of Series A Convertible Preferred Stock was 1,200,000.
 
Item 9.01  Financial Statements and Exhibits.

 
a.
Exhibits.
     
 
 
None
 
 
Signatures
 
Pursuant to the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  August 10, 2012     
Pazoo, Inc.
(Registrant)
 
     
 
/s/ David M. Cunic  
  David M. Cunic/ CEO