Item 1.01 Entry into a Material Definitive Agreement.
On October 24, 2022, Pazoo, Inc. (the "Company"), entered into a Letter of
Intent ("LOI") with regard to the material terms of a Limited Liability Company
Membership Interest Purchase Agreement (the "Agreement"), to sell the Company's
remaining twenty percent (20%) Membership Interest in MA & Associates LLC to MA
Analytics, LLC, an entity owned and managed by Mark Sarna, a lender to the
Company. The sale was based on an independent valuation of MA & Associates LLC
of $5,250,000. The purchase price for the purchased interest is $995,747 (the
"Purchase Price"), of which $225,000 is being paid in the form of cash and
$770,747 in the form of the retirement of outstanding loans, including accrued
interest, made by Mark Sarna and Sarna Family Limited Partnership to the
Company. The use of funds of the cash portion of the Purchase Price is allocated
as follows: (i) payment of certain Bridge Loans, in the aggregate principal
amount of $150,000, the payment of which is secured by the proceeds of the sale
of the Membership Interest; (ii) payment of $55,000 to Pazoo's corporate counsel
(Heimerl Law Firm) representing approximately 25% of the outstanding amount
currently due; and (iii) the remaining $20,000 shall be reserved for Company
expenses, including any legal and compliance costs associated with the
transaction. The Agreement contemplated by the LOI will also provide that MA
Analytics, LLC will assume certain obligations which may arise, including
payment of certain state regulatory fees such as filing fees. The transaction,
as contemplated by the LOI, is expected to close in the second quarter of 2023,
subject to the receipt of any applicable regulatory approvals.
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PAZOO, INC. 
