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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

                       COMMISSION FILE NUMBER 333-139117
                                              ----------
(CHECK ONE):
[ ] FORM 10-K AND FORM 10-KSB  [ ] FORM 11-K
[ ] FORM 20-F  [X] FORM 10-Q AND FORM 10-QSB  [ ] FORM N-SAR

         FOR PERIOD ENDED: March 31, 2011
                           --------------------
[ ] TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB
[ ] TRANSITION REPORT ON FORM 20-F
[ ] TRANSITION REPORT ON FORM 11-K
[ ] TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB
[ ] TRANSITION REPORT ON FORM N-SAR

    FOR THE TRANSITION PERIOD ENDED:

    READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

    NOTHING  IN  THIS  FORM  SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

    IF  THE  NOTIFICATION  RELATES  TO  A  PORTION  OF THE FILING CHECKED ABOVE,
IDENTIFY THE ITEM(S) TO WHICH THE NOTIFICATION RELATES:

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                                     PART I
                             REGISTRANT INFORMATION
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                                  EPAZZ, INC.
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                            FULL NAME OF REGISTRANT

                          ----------------------------
                           FORMER NAME IF APPLICABLE


                        309 W. WASHINGTON ST. SUITE 1225
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           ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (STREET AND NUMBER)

                               CHICAGO, IL 60606
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                            CITY, STATE AND ZIP CODE

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                                    PART II
                             RULE 12B-25(B) AND (C)
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       IF  THE  SUBJECT REPORT COULD NOT BE FILED WITHOUT UNREASONABLE EFFORT OR
EXPENSE  AND  THE  REGISTRANT  SEEKS  RELIEF  PURSUANT  TO  RULE 12B-25 (B), THE
FOLLOWING SHOULD BE COMPLETED. (CHECK APPROPRIATE BOX)

[X]   (A)  THE  REASONS  DESCRIBED IN REASONABLE DETAIL IN PART III OF THIS FORM
      COULD NOT BE ELIMINATED WITHOUT UNREASONABLE EFFORT OR EXPENSE;

[X]   (B)  THE  SUBJECT  ANNUAL REPORT, SEMI-ANNUAL REPORT, TRANSITION REPORT ON
      FORM  10-K,  10-KSB,  20-F, 11-K OR FORM N-SAR, OR PORTION THEREOF WILL BE
      FILED  ON  OR  BEFORE  THE  15TH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE
      DATE;  OR  THE SUBJECT QUARTERLY REPORT OR TRANSITION REPORT ON FORM 10-Q,
      10-QSB,  OR  PORTION THEREOF WILL BE FILED ON OR BEFORE THE FIFTH CALENDAR
      DAY FOLLOWING THE PRESCRIBED DUE DATE; AND

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[ ]   (C)  THE  ACCOUNTANT'S  STATEMENT  OR  OTHER  EXHIBIT  REQUIRED BY RULE
      12B-25(C) HAS BEEN ATTACHED IF APPLICABLE.


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                                    PART III
                                   NARRATIVE
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       STATE  BELOW  IN  REASONABLE  DETAIL  THE REASONS WHY FORMS 10-K, 10-KSB,
11-K.  20-F,  10-Q,  10-QSB,  N-SAR, OR THE TRANSITION REPORT OR PORTION THEREOF
COULD  NOT  BE  FILED WITHIN THE PRESCRIBED TIME PERIOD. (ATTACH EXTRA SHEETS IF
NEEDED.)

The registrant has experienced delays in completing its financial statements for
the  quarter ended March 31, 2011, as its auditor has not had sufficient time to
review  the  financial statements for the quarter ended September 30, 2010. As a
result,  the registrant is delayed in filing its Form 10-Q for the quarter ended
March 31, 2011.

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                                    PART IV
                               OTHER INFORMATION
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      (1)NAME  AND  TELEPHONE  NUMBER  OF  PERSON  TO  CONTACT IN REGARD TO THIS
      NOTIFICATION

          DAVID M. LOEV         (713)      524-4110
          (NAME)                (AREA     (TELEPHONE
                                 CODE)      NUMBER)

      (2)HAVE  ALL  OTHER PERIODIC REPORTS REQUIRED UNDER SECTION 13 OR 15(D) OF
      THE  SECURITIES  EXCHANGE  ACT  OF  1934  OR  SECTION 30 OF THE INVESTMENT
      COMPANY  ACT  OF  1940  DURING THE PRECEDING 12 MONTHS OR FOR SUCH SHORTER
      PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S) BEEN FILED?
      IF THE ANSWER IS NO, IDENTIFY REPORT(S).

                                                                  [X] YES [ ] NO

      (3)IS  IT ANTICIPATED THAT ANY SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS
      FROM  THE  CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR WILL BE REFLECTED
      BY THE EARNINGS STATEMENTS TO BE INCLUDED IN THE SUBJECT REPORT OR PORTION
      THEREOF?

                                                                  [ ] YES [X] NO

IF  SO,  ATTACH  AN  EXPLANATION OF THE ANTICIPATED CHANGE, BOTH NARRATIVELY AND
QUANTITATIVELY, AND, IF APPROPRIATE, STATE THE REASONS WHY A REASONABLE ESTIMATE
OF THE RESULTS CANNOT BE MADE.

                                  EPAZZ, INC.
                  (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

       HAS  CAUSED  THIS  NOTIFICATION  TO  BE  SIGNED  ON  ITS  BEHALF  BY  THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.

DATE: May 11, 2011                   BY: /S/ SHAUN PASSLEY
                                          SHAUN PASSLEY, CHIEF EXECUTIVE OFFICER

INSTRUCTION: THE FORM MAY BE SIGNED BY AN EXECUTIVE OFFICER OF THE REGISTRANT OR
BY  ANY  OTHER  DULY AUTHORIZED REPRESENTATIVE. THE NAME AND TITLE OF THE PERSON
SIGNING  THE  FORM  SHALL  BE  TYPED  OR  PRINTED  BENEATH THE SIGNATURE. IF THE
STATEMENT  IS SIGNED ON BEHALF OF THE REGISTRANT BY AN AUTHORIZED REPRESENTATIVE
(OTHER THAN AN EXECUTIVE OFFICER), EVIDENCE OF THE REPRESENTATIVE'S AUTHORITY TO
SIGN ON BEHALF OF THE REGISTRANT SHALL BE FILED WITH THE FORM.

                                   ATTENTION

      INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1. THIS  FORM  IS  REQUIRED  BY RULE 12B-25 OF THE GENERAL RULES AND REGULATIONS
   UNDER THE SECURITIES EXCHANGE ACT OF 1934.
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2. ONE  SIGNED  ORIGINAL  AND  FOUR CONFORMED COPIES OF THIS FORM AND AMENDMENTS
   THERETO  MUST  BE  COMPLETED  AND  FILED  WITH  THE  SECURITIES  AND EXCHANGE
   COMMISSION,  WASHINGTON,  D.C.  20549,  IN  ACCORDANCE  WITH  RULE 0-3 OF THE
   GENERAL  RULES AND REGULATIONS UNDER THE ACT. THE INFORMATION CONTAINED IN OR
   FILED  WITH  THE  FORM  WILL  BE  MADE  A  MATTER OF THE PUBLIC RECORD IN THE
   COMMISSION FILES.

3. A MANUALLY SIGNED COPY OF THE FORM AND AMENDMENTS THERETO SHALL BE FILED WITH
   EACH  NATIONAL  SECURITIES  EXCHANGE  ON WHICH ANY CLASS OF SECURITIES OF THE
   REGISTRANT IS REGISTERED.

4. AMENDMENTS TO THE NOTIFICATION MUST ALSO BE FILED ON FORM 12B-25 BUT NEED NOT
   RESTATE  INFORMATION  THAT  HAS  BEEN  CORRECTLY FURNISHED. THE FORM SHALL BE
   CLEARLY IDENTIFIED AS AN AMENDED NOTIFICATION.