Epazz Inc (EPAZ)

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How can the authorized shares be only 37,850,000 a/o Sep 21, 2017 when the Convertible Preferred Stock, Series C legally requires to have 9 billion shares in reserve?


In June 2016, Epazz, Inc.’s (the “Company’s”) majority stockholder and sole director (Shaun Passley) approved a 1:2,500 reverse stock
split of the Company’s Class A common stock Effective June 2, 2016, the Company affected the 1:2,500 reverse stock split of its Class
A common stock. The Company’s Class B common stock and preferred stock were not affected by the reverse stock split. The
Company’s new symbol following the reverse split will be EPAZD. The D will be removed in 20 business days. The Company’s new
CUSIP number is 29413V 606. In order for the Company to be in compliance with the minimum bid price requirement of $0.01 per
share for listing on OTCQB OTC markets. The Company may need to be do reverse split, if the share price falls below $0.01 or if the
Company needs to qualify for a national stock exchange.



Convertible Preferred Stock, Series C
Effective January 14, 2014, the Company has three billion (3,000,000,000) authorized shares of $0.0001 par value Series C Convertible
Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues
per quarter, beginning on January 1st of any calendar year in which the Company has generated revenue over $1 million, and an additional
6% of the Company’s net income beginning on January 1st of any calendar year in which the Company has generated net income over
$2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series
C Preferred Stock includes a liquidation preference equal to $0.0001 per share, plus any accrued and unpaid dividends. Subject to certain
conversion restrictions over the first three months from the original issuance date, each share of Series C Preferred Stock is convertible,
at the option of the holder into three (3) shares of the Company’s Class A Common Stock, with five business days’ notice. The following
conversion restrictions shall apply; (i) the holder shall be prohibited from converting any Series C Preferred shares for a period of one
(1) month from the original issuance date, (ii) the holder shall be prohibited from converting not more than 30% of the Series C Preferred
shares originally issued to holder during the second (2nd) month following the original issuance date, (iii) the holder shall be prohibited
from converting not more than 30% (60% in total) of the Series C Preferred shares originally issued to holder during the third (3rd)
month following the original issuance date, (iv) the holder shall be prohibited from converting not more than an additional 40% (100%
in total) of the Series C Preferred shares originally issued to holder following the end of the third month following the original issuance
date. The Series C Preferred Stock shall each vote three voting share and shall vote together with the Common Stock of the Company.
The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of
shares sufficient to effect the conversions.


https://www.otcmarkets.com/financialReportViewer?symbol=EPAZ&id=167170