Epazz Inc (EPAZ)

[surfkast]

We may exchange non-convertible debt for convertible debt without shareholder consent which may cause immediate and substantial dilution.

Our board of directors has authority, without action or vote of the shareholders, to exchange non-convertible debts for convertible debts with agreement by the lenders. As of December 31, 2014, we had a total of $3,811,823 of non-convertible debts on our balance sheet, and a total of $88,739 of outstanding convertible debts. Any conversion of the Convertible Notes and sale of shares of common stock issuable in connection with the conversion thereof will likely cause the value of our common stock, if any, to decline in value, as described in greater detail under the Risk Factors below.