================================================================================
--------------------------------------------------------------------------------
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: June 30, 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:
--------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
--------------------------------------------------------------------------------
EPAZZ, INC.
----------------------------
FULL NAME OF REGISTRANT
----------------------------
FORMER NAME IF APPLICABLE
309 W. WASHINGTON ST. SUITE 1225
------------------------------------------------------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (STREET AND NUMBER)
CHICAGO, IL 60606
------------------------------------------------------
CITY, STATE AND ZIP CODE
<page>
--------------------------------------------------------------------------------
PART II
RULE 12B-25(B) AND (C)
--------------------------------------------------------------------------------
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
[ ] (C) THE ACCOUNTANT'S STATEMENT OR OTHER EXHIBIT REQUIRED BY RULE
12B-25(C) HAS BEEN ATTACHED IF APPLICABLE.
--------------------------------------------------------------------------------
PART III
NARRATIVE
--------------------------------------------------------------------------------
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 June 30, 2011, as its auditor has not had sufficient time to
review the financial statements for the quarter ended June 30, 2011. As a
result, the registrant is delayed in filing its Form 10-Q for the quarter ended
June 30, 2011.
--------------------------------------------------------------------------------
PART IV
OTHER INFORMATION
--------------------------------------------------------------------------------
(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.
<page>
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: August 14, 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.
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.