UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 30, 2014 |
| [_] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
For the transition period from ____________ to ______________
Commission file number: 333-139117
EPAZZ, Inc.
(Exact name of registrant as specified in its charter)
| Illinois | 36-4313571 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
205 W. Wacker Drive. Suite 1320
Chicago, IL 60606
(Address of principal executive offices)
(312) 955-8161
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [_] | Accelerated filer [_] | |
| Non-accelerated filer [_] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes [_] No [X]
The number of shares of the issuer’s Class A common stock outstanding as of September 29, 2014, was 7,213,383,508 shares, par value $0.0001 per share.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q of Epazz, Inc., for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on October 2, 2014 (the “Form 10-Q”), is being filed solely to file Exhibit 10.47. This Amendment No. 1 does not affect any other portion of the Form 10-Q as originally filed.
| 1 |
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
| Incorporated by reference | ||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
| 3.1 | Articles of Incorporation | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.2 | Articles of Amendment | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.3 | Articles of Amendment | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.4 | Articles of Amendment | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.5 | Statement of Change of Registered Agent | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.6 | Articles of Amendment | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.7 | Amended and Restated By-Laws | SB-2 | 12/04/06 | X | 12/04/06 | |
| 3.8 | Articles of Amendment | 10-Q | 09/30/12 | X | 12/18/12 | |
| 3.9 | Articles of Amendment | 10-K | 12/31/12 | X | 06/03/13 | |
| 3.10 | Articles of Amendment, January 14, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 4.1 | Form of Stock Certificate | SB-2 | 12/04/06 | X | 12/04/06 | |
| 10.1 | February 22, 2013 – Equipment Finance Agreement with Summit Funding Group, Inc. | 10-Q | 03/31/13 | X | 06/14/13 | |
| 10.2 | March 7, 2013 – Lease Agreement with Baytree National Bank & Trust Company | 10-Q | 03/31/13 | X | 06/14/13 | |
| 10.3 | Promissory Note with Star Financial Corporation, April 1, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.4 | Promissory Note with Star Financial Corporation, April 12, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.5 | Promissory Note with Star Financial Corporation, May 16, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.6 | Promissory Note with Star Financial Corporation, June 12, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.7 | First JMJ Financial Convertible Promissory Note, June 12, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.8 | Software Finance Agreement with CIT Finance, LLC, May 1, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.9 | Loan and Security Agreement with Small Business Financial Solutions, LLC, April 5, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.10 | Merchant Agreement with Horizon Business Funding, LLC, June 11, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.11 | Business Loan Agreement with WebBank, June 19, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.12 | First Amendment to Executive Employment Agreement, August 16, 2013 | 10-Q | 06/30/13 | X | 08/19/13 | |
| 10.13 | Promissory Note with Vivienne Passley, July 19, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.14 | Promissory Note with Vivienne Passley, August 12, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.15 | Promissory Note with Star Financial Corporation, July 31, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.16 | Promissory Note with Star Financial Corporation, August 2, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.17 | Promissory Note with Star Financial Corporation, August 7, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.18 | Promissory Note with Star Financial Corporation, August 27, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.19 | Promissory Note with GG Mars Capital, Inc., August 20, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.20 | Promissory Note with GG Mars Capital, Inc., September 7, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.21 | Convertible Promissory Note with GG Mars Capital, Inc., August 20, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.22 | Assignment Agreement with GG Mars Capital, Inc. and Accion Chicago, August 15, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.23 | Convertible Promissory Note with St. George Investments, Inc., September 5, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.24 | Note Purchase Agreement with St. George Investments, Inc., September 5, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.25 | Convertible Promissory Note with Asher Enterprises (Seventh Asher Note), August 19, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.26 | Securities Purchase Agreement with Asher Enterprises (Seventh Note), August 19, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.27 | Amendment #1 to Promissory Note with Asher Enterprises (Seventh Asher Note), November 7, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.28 | Convertible Promissory Note with Asher Enterprises (Eighth Asher Note), September 18, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.29 | Securities Purchase Agreement with Asher Enterprises (Eighth Note), September 18, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.30 | Amendment #1 to Promissory Note with Asher Enterprises (Eighth Asher Note), November 7, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 10.31 | Amendment #1 to Promissory Note with JMJ Financial (First JMJ Note), August 13, 2013 | 10-Q | 09/30/13 | X | 11/19/13 | |
| 61 |
| Incorporated by reference | ||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
| 10.32 | Stock Purchase Agreement (Telecorp Acquisition), February 28, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.33 | Closing Statement (Telecorp Acquisition), February 28, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.34 | Non-Disclosure/Non-Compete Agreement (Telecorp Acquisition), February 28, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.35 | Share Pledge Agreement (Telecorp Acquisition), February 28, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.36 | Seller Financed Promissory Note (Telecorp Acquisition), February 28, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.37 | Asset Purchase Agreement (Cynergy Acquisition), April 4, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.38 | Bill of Sale (Cynergy Acquisition) , April 4, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.39 | Asset Purchase Agreement (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.40 | Bill of Sale (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.41 | Closing Statement (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.42 | Security Agreement (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.43 | Consulting Agreement (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.44 | Employment Agreement (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.45 | Guaranty Agreement (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.46 | Seller Financed Promissory Note (Jadian Acquisition), May 9, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.47 | Asset Purchase Agreement (Strand Acquisition), July 31, 2014 | X | X | 10/02/14 | ||
| 10.48 | Bill of Sale (Strand Acquisition), July 31, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.49 | Guaranty Agreement (Strand Acquisition), July 31, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.50 | Seller Financed Promissory Note (Strand Acquisition), July 31, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.51 | Stock Exchange Agreement (S. Passley), January 17, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.52 | Stock Exchange Agreement (S. Passley), March 22, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.53 | Stock Exchange Agreement (C. Passley), March 22, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.54 | Stock Exchange Agreement (L&F Lawn Services, Inc.), March 22, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.55 | Convertible Promissory Note (Magna Group, LLC), February 4, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.56 | Convertible Promissory Note (Magna Group, LLC), February 19, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.57 | Convertible Promissory Note (V. Passley), April 2, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.58 | Settlement Agreement and Stipulation Pursuant to Section 3(a)(10) (IBC Funds, LLC), February 12, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.59 | Order Granting Approval of Settlement Agreement and Stipulation (IBC Funds, LLC), February 14, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 10.60 | Convertible Promissory Note Default Notice (St. George Investments, LLC), September 24, 2014 | 10-Q | 06/30/14 | X | 10/02/14 | |
| 21.1 | Subsidiaries | 10-Q | 06/30/14 | X | 10/02/14 | |
| 31.1 | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101.INS | XBRL Instance Document | 10-Q | 06/30/14 | 10/02/14 | ||
| 101.SCH | XBRL Schema Document | 10-Q | 06/30/14 | 10/02/14 | ||
| 101.CAL | XBRL Calculation Linkbase Document | 10-Q | 06/30/14 | 10/02/14 | ||
| 101.DEF | XBRL Definition Linkbase Document | 10-Q | 06/30/14 | 10/02/14 | ||
| 101.LAB | XBRL Labels Linkbase Document | 10-Q | 06/30/14 | 10/02/14 | ||
| 101.PRE | XBRL Presentation Linkbase Document | 10-Q | 06/30/14 | 10/02/14 |
| 62 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EPAZZ, INC. | |
| DATED: October 2, 2014 | By: /s/ Shaun Passley |
| Shaun Passley | |
| Chief Executive Officer (Principal Executive Officer), President, Chief Financial Officer (Principal Accounting Officer), and Director |
| 63 |
