UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q/A


Amendment No. 1





[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2013





[  ]
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 Dr., 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 November 18, 2013, was 3,468,358,708 shares, par value $0.01 per share.











EXPLANATORY NOTE




This Amendment No. 1 to the Quarterly Report on Form 10-Q of Epazz, Inc., for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on November 19, 2013 (the “Form 10-Q”), is being filed solely to correct and clarify the check boxes on the cover page of the Form 10-Q, which were originally incorrectly filed with each “[X]” being replaced by a “T” symbol and each “[ ]” being replaced by a “£” symbol. Other than correcting the check boxes on the cover page of the Form 10-Q, this Amendment No. 1 does not affect any other portion of the Form 10-Q as originally filed. Additionally, this Amendment No. 1 does not reflect any event occurring after November 19, 2013, the original filing date of the Form 10-Q filing.










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: January 23, 2014
By: /s/ Shaun PassleyShaun PassleyChief Executive Officer (Principal Executive Officer), President, Chief Financial Officer (Principal Accounting Officer), and Director








EXHIBIT INDEX








Exhibit
Exhibit Description
Filed herewith31.1
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