UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): August 16, 2011
EPAZZ, INC.
-----------
(Exact Name of Registrant As Specified In Its Charter)
--------------- ---------------- --------------
ILLINOIS 333-139117 36-4313571
--------------- ---------------- --------------
(State Or Other (Commission File (IRS Employer
Jurisdiction Of Number) Identification
Incorporation) Number)
--------------- ---------------- --------------
309 W. WASHINGTON ST. SUITE 1225
CHICAGO, IL 60606
-----------------
(Address of Principal Executive Offices)
(312) 955-8161
--------------
(Registrant's 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On August 16, 2011, Epazz, Inc.'s (the "Company's") sole Director, Shaun
Passley, concluded that the Company's financial statements for the (a) three and
nine months ended September 30, 2010, as included in the Company's Form 10-Q,
filed with the Commission on November 22, 2010; (b) year ended December 31,
2010, as included in the Company's Form 10-K, filed with the Commission on April
15, 2011; and (c) three months ended March 31, 2011, as included in the
Company's Form 10-Q, filed with the Commission on May 23, 2011, should no longer
be relied upon because such financial statements failed to appropriately account
for the Company's September 2, 2010 acquisition of Intellisys, Inc.
("Intellisys"), as reported in the Company's Form 8-K, filed with the Commission
on October 19, 2010. The Company's sole Director has discussed the matter
described above with the Company's independent accountant and the Company plans
to file an amended Form 10-Q for the period ended September 30, 2010; an amended
Form 10-K for the period ended December 31, 2010; and an amended Form 10-Q for
the period ended March 31, 2011, subsequent to the filing of this report to
correct and restate such financials to accurately reflect the acquisition of
Intellisys.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 16, 2011
EPAZZ, INC.
By: /s/ Shaun Passley
Shaun Passley
Chief Executive Officer
