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): April 20, 2012
EPAZZ, Inc.
(Exact name of Registrant
as specified in its charter)
| Illinois |
333-139117 |
36-4313571 |
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification Number)
|
309 W. Washington
St. Suite 1225
Chicago, IL 60606
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (312) 955-8161
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:
| [ ] 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 4.01. |
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. |
On
December 8, 2011, Lake& Associates, CPA’s LLC ("Lake") resigned as the auditor
ofEpazz, Inc. (the “Company”). Subsequent to December 8, 2011, Lake agreed to assist the Company with the filing
of an amended Form 10-K and amended 10-Qs and the effective date of the termination of such auditor relationship is as of April
19 , 2012. Effective December 12, 2011, the Company engaged M&K CPAS, PLLC (“M&K”) as its principal independent
public accountant for the fiscal year ended December 31, 2011. The decision to change accountants was recommended, approved and
ratified by the Company's sole Director effective December 12, 2011.
Lake's report on the
financial statements of the Company for the fiscal years ended December 31, 2010 and 2009, and any later interim period, including
the interim period up to and including the date the relationship with Lake ceased, did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. The opinion contained language
regarding the Company's ability to continue as a going concern.
In connection with
the audit of the Company's fiscal years ended December 31, 2010 and December 31, 2009, and any later interim period, including
the interim period up to and including the date the relationship with Lake ceased, there were no disagreements between Lake and
the Company on a matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of Lake would have caused Lake to make reference to the subject matter
of the disagreement in connection with its report on the Company's financial statements.
There have been no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the Company's fiscal years ended December 31, 2010 and
December 31, 2009, and any later interim period, including the interim period up to and including the date the relationship with
Lake ceased.
The Company has authorized
Lake to respond fully to any inquiries of any new auditors hired by the Company relating to their engagement as the Company's independent
accountant. The Company has requested that Lake review the disclosure and Lake has been given an opportunity to furnish the Company
with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views,
or the respect in which it does not agree with the statements made by the Company herein. Such letter will be filed as an exhibit
to this Report.
The Company has not
previously consulted with M&K regarding either (i) the application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K) during the Company's fiscal years ended December 31, 2010 and December
31, 2009, and any later interim period, including the interim period up to and including the date the relationship with Lake ceased.
M&K has reviewed the disclosure required by Item 304(a) before it was filed with the Commission and has been provided an opportunity
to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item
304 (a). M&K did not furnish a letter to the Commission.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit Number |
Description of Exhibit |
| |
|
| 16.1 |
Letter from Lake & Associates, CPA’s LLC |
| |
|
| |
SIGNATURE
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
hereunto duly authorized.
| |
|
| |
EPAZZ, INC. |
| |
|
| |
|
| Date: April 20, 2012 |
By: /s/ Shaun Passley |
| |
Shaun Passley
Chief Executive Officer |
