EPAZZ INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

(Edgar Glimpses Via Acquire Media NewsEdge) ALL STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING STATEMENTS. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS", "ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS.

FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES. THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EXCEPT AS PROVIDED BY LAW. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.

REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO SEPTEMBER 30, 2012. AS USED HEREIN, THE "COMPANY," "EPAZZ," "WE," "US," "OUR" AND WORDS OF SIMILAR MEANING REFER TO EPAZZ, INC., AND INCLUDE EPAZZ'S WHOLLY OWNED SUBSIDIARIES, DESK FLEX, INC., AN ILLINOIS CORPORATION ("DFI"), PROFESSIONAL RESOURCE MANAGEMENT, INC., AN ILLINOIS CORPORATION, INTELLISYS, INC., A WISCONSIN CORPORATION ("INTELLISYS"), K9 BYTES, INC., AN ILLINOIS CORPORATION ("K9 BYTES") AND MS HEALTH, INC., AN ILLINOIC CORPORATION ("MS HEALTH"), UNLESS OTHERWISE STATED, OR THE CONTEXT SUGGESTS OTHERWISE.

Business Overview The Company was incorporated in the State of Illinois on March 23, 2000 to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners.

The Company developed a web portal infrastructure operating system product called BoxesOS v3.0. BoxesOS provides a web portal infrastructure operating system designed to increase the satisfaction of key stakeholders (students, faculty, alumni, employees, and clients) by enhancing the organizational experience through the use of enterprise web-based applications to organize their relationships and improve the lines of communication. BoxesOS decreases an organization's operating expenses by providing development tools to create advanced web applications. The applications can be created by non-technical staff members of each institution. BoxesOS creates sources of revenue for Alumni Associations and Non-Profit organizations through utilizing a web platform to conduct e-commerce and provides e-commerce tools for small businesses to easily create "my accounts" for their customers. It further reduces administrative costs, by combining technology applications into one package, providing an alternative solution to enterprise resource planner ("ERP") modules and showing a return on investment for institutions by reducing the need for 3rd party applications license fees. BoxesOS can also link a college or university's resources with the business community by allowing businesses to better train their employees by utilizing courseware development from higher education institutions.

On, or about June 18, 2008, the Company acquired Desk Flex, Inc., an Illinois corporation ("DFI"), and Professional Resource Management, Inc., an Illinois corporation ("PRMI").

Professional Resource Management, Inc. and Desk Flex, Inc.

Professional Resource Management, Inc. was incorporated under the laws of Illinois in June 1985. On or around December 31, 1997, Professional Resource Management, Inc. established a wholly-owned subsidiary, PRM Transfer Corp. On, or around December 31, 1997, Professional Resource Management, Inc., PRM Transfer Corp. and Arthur Goes entered into a Reorganization Agreement, whereby Professional Resource Management, Inc. transferred all of its assets and liabilities to PRM Transfer Corp., with the exception of those assets pertaining to its proprietary source code or software product, Desk/Flex. Also pursuant to the Reorganization Agreement, Professional Resource Management, Inc. amended its corporate charter to change its name to Desk Flex, Inc. ("DFI"), and PRM Transfer Corp. amended its charter to change its name to Professional Resources Management, Inc. ("PRMI"). The transfer was executed in an effort by Mr. Goes to better promote the Desk/Flex product.

30 PRMI and DFI are separate legal entities, but operate in conjunction. PRMI and DFI share office space and certain employees. DFI's main source of revenue comes from the "Desk/Flex Software" product, which it owns, and PRMI's main source of revenue comes from the "Agent Power" product line, which it owns. PRMI also acts as the general agent for DFI; however, there is no formal agency agreement between the two companies.

Autohire Software Effective February 1, 2010, the Company entered into a Software Product Asset Purchase Agreement (the "Software Rights Agreement") with Igenti, Inc., a Florida corporation ("Igenti") to acquire the rights to Igenti's AutoHire software, domain names, permits, customers, contracts, know-how, equipment, software programs, receivables and the intellectual property of Igenti associated therewith (the "AutoHire Software"). The AutoHire system provides a tool to power career centers, post job ads to sites and job boards, and to collect resumes online. The online processes supported by the system provide the mechanism to comply with the record keeping requirements of Title VII of the Civil Rights Act of 1964, which apply to organizations employing 15 or more persons.

IntelliSys, Inc.

On or about September 2, 2010, the Company entered into a Stock Purchase Agreement (the "IntelliSys Purchase Agreement") with IntelliSys, Inc., a Wisconsin corporation ("IntelliSys") and Paul Prahl, an individual and the sole stockholder of IntelliSys. Pursuant to the IntelliSys Purchase Agreement, the Company purchased 100% of the outstanding shares of IntelliSys. The IntelliSys Purchase Agreement closed on March 31, 2011 ("Closing"). As a result of the Closing, IntelliSys became a wholly-owned subsidiary of the Company. IntelliSys developed the IPMC Software ("IPMC")(Integrated Plant Management Control) which is a software system design for water and wastewater facility management. IPMC is the technology-based strategy for optimizing operations by automatically collecting, managing, organizing and disseminating information for the operations, management, laboratory, maintenance, and engineering functions.

K9 Bytes, Inc.

On October 26, 2011, we, through a newly-formed wholly-owned Illinois subsidiary, K9 Bytes, Inc. ("K9 Sub"), entered into an Asset Purchase Contract and Receipt Agreement with K9 Bytes, Inc., a Florida corporation ("K9 Bytes" and the "Purchase Contract"). Pursuant to the Purchase Contract, we purchased all of K9 Bytes assets, including all of its intellectual property, its business trade name, website (k9bytessoftware.com), furniture, fixtures, equipment and inventory, accounts receivable and goodwill.

MS Health, Inc.

On March 8, 2012, we, through a newly-formed wholly-owned Illinois subsidiary, MS Health, Inc. ("MS Health"), entered into an Asset Purchase Agreement with MS Health Software Corporation, a New Jersey corporation ("MSHSC"). Pursuant to the Purchase Agreement, we purchased all of MSHSC's assets, including all of its intellectual property, its business trademarks and copyrights, furniture, fixtures, equipment and software.

MSHSC developed and sells CHMCi, an enterprise wide solution that includes tools to effectively provide, manage, bill, and track behavioral healthcare and social services. With CMHCi, an organization will realize the benefits of increased efficiency, accountability, and productivity. CMHCi offers server-based, internet, and secure cloud computing enabling the user to access information as required. By maintaining a complete electronic client record, including data collection and reporting across multiple programs, locations, episodes of care, and service providers, CMHCi helps eliminate redundant record keeping. The scheduler component tracks client, staff, and group appointments. Easy to use, it interfaces seamlessly with service authorization tracking, service history, and billing. The integrated financial reporting component provides the basis for an efficient and comprehensive accounting system, including electronic claims and remittance, third party insurance, and client, municipality, and grantor billing.

In connection with the Asset Purchase, the shareholders of MSHSC and the Company (through MS Health) entered into a Covenant Not to Compete; Consulting Agreement, Non-Competition and Consulting Agreement, pursuant to which the shareholders of MSHSC agreed to provide consulting services to the Company for a period of six months following closing. Pursuant to the agreement, the shareholders of MSHSC agreed not to compete against the Company for two years from the closing of the acquisition.

31 Convertible Note Funding Asher Convertible Notes On May 27, 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), pursuant to which Asher agreed to purchase an 8% convertible promissory note in the amount of $50,000 (the "Asher Convertible Notes") from the Company, which provides Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company's common stock at a conversion price equal to 59% of the average of the five lowest bid prices of the Company's common stock during the ten trading days prior to such conversion date, at any time after the expiration of 180 days from the date such Convertible Note was issued. The Convertible Note, which accrues interest at the rate of 8% per annum, is payable, along with interest thereon on February 28, 2012. In the event any principal or interest is not timely paid, such amount accrues interest at 22% per annum until paid in full. Asher is prohibited from converting the Convertible Note into shares of the Company's common stock to the extent that such conversion would result in Asher beneficially owning more than 4.99% of the Company's common stock, subject to 61 days prior written notice to the Company from Asher of Asher's intention to waive or modify such provision. The Company can repay the Convertible Note prior to maturity (or conversion), provided that it pays 135% of such note (and accrued and unpaid interest thereon) if the note is repaid within the first 90 days after the issuance date; 140% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 91 and 120 days after the issuance date; 145% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 121 and 150 days after the issuance date; and 150% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 151 days and prior to 180 days after the issuance date. After 180 days have elapsed from the issuance date the Company has no right to repay the Convertible Note.

On June 28, 2011, the Company sold Asher an additional 8% Convertible Note in the amount of $37,500 ("Asher Note #2") on substantially similar terms as the Asher Convertible Notes described in the paragraph above, except that the maturity date of such note was March 30, 2012.

On July 2, 2012 and July 24, 2012, the Company sold Asher an additional 8% Convertible Notes in the amounts of $42,500 and $32,500, respectively, and maturity dates of March 29, 2013 and April 26, 2013, respectively. These notes carry substantially similar terms as the Asher Convertible Notes described in the first paragraph above (collectively the "Asher Convertible Notes"), with the exception of the conversion terms. These notes ("Asher Note #3" and "Asher Note #4") provide Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company's common stock at a conversion price equal to 59% of the average of the three (3) lowest bid prices of the Company's common stock during the ten (10) trading days prior to such conversion date, at any time after the expiration of 180 days from the date such Convertible Note was issued.

On October 16, 2012, the Company sold Asher another 8% Convertible Note in the amount of $27,500, and maturity date of July 18, 2013. This note carries substantially similar terms as the Asher Convertible Notes described in the first paragraph above (collectively the "Asher Convertible Notes"), with the exception of the conversion terms. This note ("Asher Note #5") provides Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company's common stock at a conversion price equal to 41% of the average of the three (3) lowest bid prices of the Company's common stock during the ninety (90) trading days prior to such conversion date, at any time after the expiration of 180 days from the date such Convertible Note was issued.

As of December 7, 2012, the Company had issued a total of 12,373,666 shares in conversion of a total of $91,000 of outstanding principal and accrued interest on the Asher Convertible Notes. A total of $75,000 of principal remains outstanding on these notes as of December 7, 2012.

Related Party Convertible Notes On July 2, 2012, we modified a previously outstanding non-convertible debt of $342,321, consisting of $296,103 of principal and $46,218 of accrued interest in exchange for a Convertible Promissory Note with Star Financial Corporation ("Star"), a company owned by our CEO's family member, pursuant to which we issued to Star a 10% Convertible Promissory Note in the original principal amount of $440,849, which carries a 10% interest rate ("Star Convertible Note") and matures on July 2, 2017. The modification resulted in a loss on debt modification of $98,528. The principal and unpaid interest is convertible into shares of common stock at the discretion of the note holder at a price equal to 75% of the average closing price of the Company's common stock over the five (5) consecutive trading days immediately preceding the date of conversion, or the fixed price of $0.005 per share, whichever is greater. The note carries a fourteen percent (14%) interest rate in the event of default, and the debt holder is limited to owning 9.99% of the Company's issued and outstanding shares.

The Company had issued 50,000,000 shares of common stock in partial conversion of $250,000 of outstanding principal on a related party note owed to Star Financial Corporation in the amount of $440,849. A total of $190,849 remains outstanding on this note as of December 7, 2012.

32 Our Products The Company currently offers five primary product lines. The EPAZZ BoxesOS v3.0 product is offered through EPAZZ, Inc., the Desk/Flex Software product is offered through Desk Flex, Inc., the Agent Power product is offered through Professional Resource Management, Inc. and the Company also offers the AutoHire software described below. Additionally, the Company offers products through IntelliSys, described below. The Company also offers the K9 Koordinator Software, the rights to which the Company acquired as a result of the Purchase Contract.

Epazz BoxesOS v3.0 Epazz BoxesOS v3.0 (Web Infrastructure Operating System) is the Company's flagship product. It is the core package of Epazz, Inc.'s products and services.

Epazz BoxesOS integrates with each organization's back-end systems and provides a customizable personal information system for each stakeholder.

Services include: · Single sign-on: Provides a powerful single-sign-on with security procedure to protect users' information and identity.

· Course Management System: Manage distance, traditional courses and Calendar.

· Enterprise Web Site Content Management: Manage public sites with multi contributors.

· Integration Management Services: Integrated into Enterprise Resource Planning ("ERP") and Mainframes.

· Email Management: Email server and web client.

· Instant Messenger Services: Instant messaging and alerts.

· Customer Relationship Management: Prospective students and alumni.

· Calendar/Scheduler Management: Event directory, groupware, and personal calendar.

· Administrative Support Services: Online payment services.

· Business Services: Facility Management and Online Bookstore.

BoxesOS software provides: Web Portal Component BoxesOS Web Portal Component is a gateway to all of an organization's online services and information resources. The Web Portal Component provides a Personal Information System, which refers to the user's entire online environment - the user's resources, information, graphics, color, layout, and organization. All resources are customizable. The Web Portal Component simplifies organizations' ability to create and deploy custom web applications with a common graphic user interface and connectivity to the back-end systems.

Administrative Content Management BoxesOS Content Management Component provides an organization with enterprise level tools for creating, managing, organizing, archiving and sharing content.

Content can be delivered in many forms such as web pages, emails, polls, documents, web forms, rich site summaries ("RSS"), and "hot news." The Content Management Component enables staff members with little technical skills to create web pages and processes without having any programming skills.

Work Hub Work Hub provides a host of applications that can empower an organization to increase productivity while decreasing costs. Work Hub helps to manage work flow throughout an organization. Senior management is able to view a document for approval before it is sent out to a client. A company can view all projects of the enterprise in one page. Some of the applications in Work Hub are products/services management, project management, invoice management, time management, content management and sales management. Work Hub has clear graphic charts with detail reports on many areas.

33 Central Repository BoxesOS Central Knowledge Repository is a collection and indexing of shareable content. Central Knowledge Repository installs a server index application on the Windows 2003 platform to identify an organization's current knowledge assets.

All knowledge assets will be imported into a storage device. The server index application will import the knowledge assets into a temporary folder before moving into a main folder. The server index application will prompt the organization's administrators to add detailed information about the knowledge assets into the database by using a web form. These forms will allow the administrators to add custom fields; therefore, allowing the organization to add custom information to the database in the present and at a future date. The organization would be able to group their knowledge objects by program, course, subject, topic, users, content, or date.

ViewPoint ViewPoint is BoxesOS central communication hub, calendaring, contact management and scheduling system. ViewPoint works with or can be used as an alternative to MS Outlook/MS Exchange Server. The web applications provide the institution with an extensive range of options including communication system email web client and an email server. Email applications provide features you would find on popular web-based e-mail providers. ViewPoint provides robust threaded discussion boards and a "chatting" environment. ViewPoint provides each user with a personal calendar, which notifies users of scheduling conflicts and appointments priorities. ViewPoint makes it easy to create group calendars and public calendars. With the ViewPoint scheduling system users are able to schedule group meetings together. The scheduling system will view each user's calendar to see the next available time and date the group can meet.

Learning Management System BoxesOS My Courses is an extensive application for learning management, and e-learning. My Courses is an effective means for managing traditional courses, distance learning courses, and self-paced courses. My Courses is a powerful communication tool that can be effectively used by students, instructors, employees and corporate trainers to make information flow easily, clearly and faster. My Courses provides a robust grade book, powerful authoring content tools, easy to use drop box, sharable folders, wide-ranging course calendar and many more features all designed to provide customization to key stakeholders.

Organizations will be able to train their employees on systems using My Courses self-paced settings, as well as test candidates on their skill sets before they are hired.

Single Sign-on Single Sign-on provides organizations the ability to log into multiple systems with a single unique username and password. The username and password authenticates the user's credentials to make sure the person who is accessing the data is authorized to. BoxesOS uses Microsoft Active Directory Identity Management to accomplish single sign on. Microsoft Active Directory allows institutions to centrally manage and share user information. Active Directory also acts as the single sign on point for bringing systems and applications together. BoxesOS user management integrates with Active Directory.

Pathways Real-time Integration EPAZZ Pathways is an integration suite enabling real-time connectivity with ERP and Legacy systems. Pathways integration suite allows organizations to retrieve data from ERPs and write data back to ERPs in real-time.

AutoHire Software The AutoHire system provides a tool to power career centers, post job ads to sites and job boards, and to collect resumes online. The online processes supported by the system provide the mechanism to comply with the record keeping requirements of Title VII of the Civil Rights Act of 1964, which apply to organizations employing 15 or more persons.

34 One of the most useful features of the AutoHire system is the interactive question and online screening and ranking system. The interactive question system provides a means for the client to maintain their own library of questions and to attach selected questions to job opportunities posted.

Responses obtained can be used to screen and rank candidates to permit hiring managers to focus their attention on only the most suitable candidates. We believe that result can have a substantial impact on the cost of recruiting and the quality of candidates selected.

By attaching interactive questions to job opportunities posted clients can collect information not typically presented in a resume. The additional information can often replace the initial interview process. Questions can be multiple choice or narrative.

Desk Flex Software DFI developed the Desk/Flex Software ("Desk/Flex") to enhance the value of businesses' real estate investments and modernize their office space. Desk/Flex lets businesses make better use of office space restrictions by enabling employees to instantly access their workstation tools from multiple areas in and outside of the office. Desk/Flex lets employees reserve space in advance or claim space instantly. It adjusts the telephone switch (Private Branch Exchange or "PBX") so that calls ring at the 'desk du jour', or go directly to voice mail when a worker is not checked in.

Key Features of Desk/Flex include: Quick and Easy Check-In - Check-in and Check-out to a workstation takes less than 8 seconds, and advance reservations take only a few seconds more.

Point-and-Click Floor Maps - Desks that are available are identified by green dots. Those that are in use are identified by red. An employee needs only to click or touch (using an optional touch-screen) a green dot to select his or her desk.

PBX Interaction - Desk/Flex connects to an employee's Nortel, Avaya or Cisco PBX to ensure that the employee has phone access at his or her desk; the message waiting light becomes operational; outside calls can be made only after checking in; and an employee is automatically checked out overnight if he or she leaves a workstation without checking out.

Web Browser and Local "Kiosk" Access - On site, the Desk/Flex kiosk(s) makes it easy to select a vacant desk near a co-worker or centrally located at the office. Even before leaving home a worker with access to the company intranet can reserve a desk or locate a co-worker at any desk in the company's office via a web browser.

Advance Reservations - Workers can easily choose and reserve workspaces ahead of time for a particular date or range of dates.

Occupancy Reports - Management reports allow accurate measures of occupancy in total or by type of desk so the total number or mix of desks can be adjusted to meet client demand and save more office space expense in future months.

Desk/Flex is responsive to office size and needs, servicing small to large businesses. Desk/Flex can be configured to administer a single site or multiple sites locally or remotely. Desk/Flex has full integration capabilities with both Nortel and Avaya, which combined represent the majority of the telecommunications and inbound automatic call distributor ("ACD") market.

Agent Power Software Agent Power Software ("Agent Power") is PRMI's proprietary software line. PRMI believes Agent Power provides vital information and tools for call centers to help improve their workforce management. Historical, real-time, and forecast information is available at the touch of a button to plan, control, and monitor a business's call center. Coordinated stand-alone modules allow a company to develop employee schedules, track queue and agent performance, communicate this information with the company's agents and improve workforce management.

35 Agent Power is a suite of six (6) applications. Each can operate on a stand-alone basis, or can work in conjunction with the other applications. The applications feature the following workforce management components: · Planning and Scheduling; · Agent Adherence; · Agent Performance; · ACD Group Performance; · Real-Time Agent Status; and · Info Screen.

All modules of Agent Power have full integration capabilities with Nortel, Avaya, and ROLM ACDs, and the Planning and Scheduling module works with any modern ACD system.

IntelliSys Software IntelliSys developed the IPMC Software ("IPMC")(Integrated Plant Management Control) which is a software system design for water and wastewater facility management. IPMC is the technology-based strategy for optimizing operations by automatically collecting, managing, organizing and disseminating information for the operations, management, laboratory, maintenance, and engineering functions.

SystemView SystemView displays the system processes and lets users control the system in real time. It displays alarms, equipment status, summary accumulated and trend data.

Features · The Alarm/Event Journal records all alarms and status changes and has the flexibility to query history based on tag names and time ranges.

· Smart Server provides communication with process control and automatic collections of data. It is designed to normalize data, accumulate and summarize statistics for the plant management and maintenance systems.

· Rapid application development tools dramatically reduce system development time. Development tools are included with all applications.

MaintenanceView MaintenanceView provides the traditional functional functionality of a comprehensive maintenance management system including: · Fixed asset and rotating equipment.

· Preventive scheduling and predictive reports and charts.

· Work order management.

· Inventory and purchasing.

· Manufacture and vendor records.

· Parts inventory.

Features · Ability to track maintenance costs by center, department, and location.

· Ability to customize user interface sorting by location, equipment type, department, cost center, manufacturer or vendor.

· Ability to customize reports using MS Excel compatible spreadsheets to accommodate users' specific needs.

36 Report View Report View provides users with a historic picture of the operation of their plant through centralized storage of data. Realistic graphics can be constructed to assist the user in managing, accessing and analyzing real-time and manually entered process or laboratory data.

Features · Stores real-time and laboratory data in a secure open database.

· Time-based compression stores process information and manually collected data.

· Flexible rapid application development tools allow creation of input displays, reports and charts and navigation menus.

· Using MS Excel compatible spreadsheet, ReportView combines the user-friendly features of familiar spreadsheet functions with the security of an expandable database.

· Reporting tools provide easy access to retrieve summarized or raw data for process-efficiency and compliance reports.

· Creates 2D and 3D presentations-quality charts in minutes.

· An efficient decision support system and dashboard development tools for operations, maintenance, management and engineering.

Energy View Energy View is an automated energy management dashboard tool. EnergyView provides smart energy metering and power measurement technology to accurately measure, store, track and analyze energy data. The energy metering and submetering systems can link to SCADA (Supervisory Control and Data Acquisition) or any PC to collect crucial energy data. In addition manual data on other energy sources can be managed as part of the same energy management application.

The combination of hardware and software is designed to provide an end-to-end solution from measurement to billing audits. The objective of the EnergyView application is to improve the speed and quality of energy measurement information, so that facility managers will be able to make better management decisions, conserve energy and reduce operating costs.

Features · Collect usage data manually and automatically.

· Normalize energy variables creating benchmarking variables.

· Provide comparisons of hourly usage to previous days.

· Calculate operating cost and savings by day, month and year-to-date.

· Forecast and alarm peak demands.

· Send alarms via local annunciation, email or pagers.

· Benchmarking.

· Local Factor Analysis.

· Automate Energy Billing Audits.

· Determine Changes in Energy Usage Patterns.

· Setting Saving Targets and Tracking Progress.

K9 Koordinator Software Included in the assets acquired through the Purchase Contract was the K9 Koordinator software. The software was designed to focus on applications related to pet care: pet boarding, daycare, grooming, training, and other pet care services (including dog walking and pet sitting). Products can be used for most animal types such as dogs, cats, horses, birds, rodents, snakes and pigs.

The K9 Koordinator is a complete management system for pet resorts (boarding kennels), pet daycare centers, pet sitters, dog walkers, grooming shops, and mobile groomers. The K9 Koordinator was designed to efficiently and easily manage scheduling, clients, pet information, services, and retail information.

37 Key components of the K9 Koordinator software include webcam integration, giftcard processing and management, and virtual kennel layout for run assignments.

The K9 Koordinator has over 20 years of development and usage in the pet care industry. K9 Koordinator users include pet resorts, boarding kennels, grooming shops, mobile groomers, trainers, dog walkers, pet sitters, animal hospitals, shelters, rescue organizations, and pet retailers.

MS Health Software MSHSC developed and sells CHMCi, an enterprise wide solution that includes tools to effectively provide, manage, bill, and track behavioral healthcare and social services. With CMHCi, an organization will realize the benefits of increased efficiency, accountability, and productivity. CMHCi offers server-based, internet, and secure cloud computing enabling the user to access information as required. By maintaining a complete electronic client record, including data collection and reporting across multiple programs, locations, episodes of care, and service providers, CMHCi helps eliminate redundant record keeping. The scheduler component tracks client, staff, and group appointments. Easy to use, it interfaces seamlessly with service authorization tracking, service history, and billing. The integrated financial reporting component provides the basis for an efficient and comprehensive accounting system, including electronic claims and remittance, third party insurance, and client, municipality, and grantor billing.

PLAN OF OPERATION During the next twelve months, we plan to further develop our BoxesOS software, and hope to expand our customer base for our Desk/Flex and Agent Power software packages, funding permitting. We believe we can satisfy our cash requirements for the next three months with our current cash on hand and revenues generated from our operations. As such, continuing operations and completion of our plan of operation, including making required payments on our outstanding promissory notes as described above, are subject to generating adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations.

Even without significant revenues within the next several months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.

38 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012, AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2011: For the Three Months Ended September 30, Increase / 2012 2011 (Decrease) (Restated) Revenues $ 308,881 $ 205,724 $ 103,157 General and administrative 201,766 99,733 102,033 Salaries and wages 1,233,782 61,762 1,172,020 Depreciation and amortization 77,315 31,623 45,692 Bad debts 137,077 - 137,077 Total Operating Expenses 1,649,940 193,118 1,456,822 Net Operating Income (Loss) (1,341,059 ) 12,606 (1,353,665 ) Interest income 14 2 12 Interest expense (167,003 ) (12,108 ) 154,895 Other expense (161,447 ) (122,289 ) 39,158 Total other income (expense) (328,436 ) (134,395 ) 194,041 Net Loss $ (1,669,495 ) $ (121,789 ) $ 1,547,706 Revenues: For the three months ended September 30, 2012 we had revenue of $308,881 compared to revenue of $205,724 for the three months ended September 30, 2011, an increase of $103,157, or 50% from the prior period. The increase in revenues is mainly attributable to increases in our existing customer base. We expect our recent acquisitions will replenish our customer base and further restore our revenues.

General and Administrative: General and administrative expense was $201,766 for the three months ended September 30, 2012 compared to $99,733 for the three months ended September 30, 2011, an increase of $102,033, or 102% from the prior period. The increase in general and administrative expense is due mainly to the increase in costs associated with our expansion through acquisitions.

Salaries and wages: Salaries and wages expense was $1,233,782 for the three months ended September 30, 2012 compared to $61,762 for the three months ended September 30, 2011, an increase of $1,172,020 or 1,898% from the prior period. This increase is primarily due to stock based compensation granted for services of $1,180,834 that were not granted in the prior period.

Depreciation and Amortization: We had depreciation and amortization expense of $77,315 for the three months ended September 30, 2012 compared to $31,623 for the three months ended September 30, 2011, an increase of $45,692, or 144% from the prior period. This increase is due to having a greater depreciable asset base as a result of our recent acquisitions.

Bad Debts: Bad Debts for the three months ended September 30, 2012 were $137,077, as compared to $-0- for the three months ended September 30, 2011, an increase of $137,077, or 100% from the prior period. This increase was due to writing off aged receivables as uncollectible after a thorough review of our collectible accounts receivable during the three months ended September 30, 2012.

39 Net Operating Income (loss): Net operating loss for the three months ended September 30, 2012 was ($1,341,059) compared to net operating income of $12,606 for the three months ended September 30, 2011, a decrease in net operating income of $1,353,665, or 10,738% from the prior period. The decrease in net operating income was primarily due to stock based compensation granted for services of $1,180,834 that were not granted in the prior period, along with increased revenues and related costs attributable to expansions through our recent acquisitions.

Other Income (Expense): Other income (expense) was ($328,436) for the three months ended September 30, 2012 compared to ($134,395) for the three months ended September 30, 2011, an increase of $194,041 or 144% from the comparative three months ended September 30, 2011, consisting primarily of interest expense of $167,003 for the three months ended September 30, 2012 and $12,108 for the three months ended September 30, 2011, and other expense of $161,447 for the three months ended September 30, 2012 and $122,289 for the three months ended September 30, 2011. The increase was primarily due to increased interest expense on increased debt financings outstanding during the three months ended September 30, 2012 compared to the three months ended September 30, 2011, as described below under "Liquidity and Capital Resources", along with interest expense of $85,476 related to the amortization of our debt discounts on convertible notes that was not incurred during the comparative three months ended September 30, 2011.

Net Loss: We had net losses of $1,669,495 for the three months ended September 30, 2012 compared to $121,789 for the three months ended September 30, 2011, an increase of $1,547,706, or 1,271%, from the prior period. The increased net loss is primarily due to stock based compensation granted for services of $1,180,834 that were not granted in the prior period, along with increased revenues and related costs attributable to expansions through our recent acquisitions, and increased interest expense of $154,895 on increased debt financings outstanding, including $85,476 related to the amortization of our debt discounts on convertible notes that was not incurred during the comparative three months ended September 30, 2011.

40 RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012, AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2011: For the Nine Months Ended September 30, Increase / 2012 2011 (Decrease) (Restated) Revenues $ 856,248 $ 646,023 $ 210,225 General and administrative 524,647 291,460 233,187 Salaries and wages 1,394,994 170,738 1,224,256 Depreciation and amortization 199,956 91,626 108,330 Bad debts 102,005 - 102,005 Total Operating Expenses 2,221,602 553,824 1,667,778 Net Operating Income (Loss) (1,353,665 ) 92,199 (1,457,553 ) Interest income 52 28 24 Interest expense (250,932 ) (38,272 ) 212,660 Other expense (161,447 ) (122,289 ) 39,158 Total other income (expense) (412,327 ) (160,533 ) 251,794 Net Loss $ (1,777,681 ) $ (68,334 ) $ (1,709,347 ) Revenues: For the nine months ended September 30, 2012 we had revenue of $856,248 compared to revenue of $646,023 for the nine months ended September 30, 2011, an increase of $210,225, or 33% from the prior period. The increase in revenues is mainly attributable to increases in our existing customer base. We expect our recent acquisitions will replenish our customer base and further restore our revenues.

General and Administrative: General and administrative expense was $524,647 for the nine months ended September 30, 2012 compared to $291,460 for the nine months ended September 30, 2011, an increase of $233,187, or 80% from the prior period. The increase in general and administrative expense is due mainly to the increase in cost associated with our expansions through acquisitions.

Salaries and wages: Salaries and wages expense was $1,394,994 for the nine months ended September 30, 2012 compared to $170,738 for the nine months ended September 30, 2011, an increase of $1,224,256 or 717% from the prior period. This increase is primarily due to stock based compensation granted for services of $1,180,834 that were not granted in the prior period, along with increased compensation pursuant to our recent expansion through acquisitions.

Depreciation and Amortization: We had depreciation and amortization expense of $199,956 for the nine months ended September 30, 2012 compared to $91,626 for the nine months ended September 30, 2011, an increase of $108,330, or 118% from the prior period. This increase is due to having a greater depreciable asset base as a result of our recent acquisitions.

Bad Debts: Bad Debts for the nine months ended September 30, 2012 were $102,005, as compared to $-0- for the nine months ended September 30, 2011, an increase of $102,005, or 100% from the prior period. The increase was due to writing off aged receivables as uncollectible after a thorough review of our collectible accounts receivable during the nine months ended September 30, 2012.

41 Net Operating Income (Loss): Net operating loss for the nine months ended September 30, 2012 was ($1,353,665) compared to net operating income of $92,199 for the nine months ended September 30, 2011, a decrease in net operating income of $1,457,553, or 1,581% from the prior period. The decrease in net operating income was primarily due to stock based compensation granted for services of $1,180,834 that were not granted in the prior period, along with increased revenues and related costs attributable to expansions through our recent acquisitions.

Other Income (Expense): Other income (expense) was ($412,327) for the nine months ended September 30, 2012 compared to ($160,533) for the nine months ended September 30, 2011, an increase of $251,794, or 157% from the comparative nine months ended September 30, 2011, consisting primarily of interest expense of $250,932 for the nine months ended September 30, 2012 and $38,272 for the nine months ended September 30, 2011, and other expense of $161,447 for the nine months ended September 30, 2012 and $122,289 for the nine months ended September 30, 2011. The increase was primarily due to increased interest expense on increased debt financings outstanding during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011, as described below under "Liquidity and Capital Resources", along with interest expense of $100,454 related to the amortization of our debt discounts on convertible notes that was not incurred during the comparative nine months ended September 30, 2011.

Net Loss: We had a net loss of $1,777,681 for the nine months ended September 30, 2012 compared to a net loss of $68,334 for the nine months ended September 30, 2011, an increase of $1,709,347, or 2,501% from the prior period. The increased net loss is primarily due to stock based compensation granted for services of $1,180,834 that were not granted in the prior period, along with increased revenues and related costs attributable to expansions through our recent acquisitions, and increased interest expense of $212,660 on increased debt financings outstanding, including $100,454 related to the amortization of our debt discounts on convertible notes that was not incurred during the comparative nine months ended September 30, 2011.

LIQUIDITY AND CAPITAL RESOURCES The following table summarizes total assets, accumulated deficit, stockholders' equity (deficit) and working capital at September 30, 2012 compared to December 31, 2011.

September 30, 2012 December 31, 2012 Total Assets $ 1,425,248 $ 1,035,222 Total Liabilities $ 1,986,448 $ 1,571,917 Accumulated (Deficit) $ (3,985,748 ) $ (2,208,067 ) Stockholders' Equity (Deficit) $ (561,200 ) $ (536,695 ) Working Capital (Deficit) $ (770,876 ) $ (886,834 ) We had total current assets of $94,157 as of September 30, 2012, consisting of cash of $15,044, accounts receivable, net of bad debts allowance, of $63,684, and other current assets of $15,428.

We had non-current assets of $1,331,091 as of September 30, 2012, consisting of property and equipment, net of accumulated depreciation, of $210,819; intangible assets, net of accumulated amortization, of $864,812, and goodwill of $255,460.

We had total current liabilities of $865,033 as of September 30, 2012, consisting of $164,301 of accounts payable and accrued expenses, $273,330 of deferred revenues, lines of credit of $75,162, $30,283 of the current portion of capitalized leases, and $321,957 of the current portion of notes payable. The notes payable are described in greater detail in Notes 10, 11 and 12 to the financials, included herewith.

42 We had negative working capital of $770,876 and a total accumulated deficit of $3,985,748 as of September 30, 2012.

We had total liabilities of $1,986,448 as of September 30, 2012, which included total current liabilities of $865,033 and long-term portions of notes payable, capital lease obligations and convertible debts of $1,121,415, which represented the long term portion of principal payments due on promissory notes and capital leases.

We had net cash used in operating activities of $34,449 for the nine months ended September 30, 2012, which primarily consisted of our net loss, as offset by non-cash adjustments of stock based compensation, depreciation and amortization, and a loss on debt modification.

We had $172,622 of net cash used in investing activities during the nine months ended September 30, 2012, which consisted of the $39,200 used to acquire subsidiaries, proceeds of $14,175 received from the sale of computer equipment and the purchase of equipment $147,597.

We had $209,448 of net cash provided by financing activities during the nine months ended September 30, 2012, which consisted of a total of $504,517 of various loan proceeds, as offset by a total of $295,069 of repayments on various loans and capital leases. We entered into the following debt financings during the three months ended September 30, 2012 through the date of this filing: The Company received additional funds drawn on previously outstanding lines of credit in the amount of $4,658, along with repayments on the lines of credit totaling $5,020 during the three months ending September 30, 2012.

On July 2, 2012, we modified a previously outstanding non-convertible debt of $342,321, consisting of $296,103 of principal and $46,218 of accrued interest in exchange for a Convertible Promissory Note with Star Financial Corporation ("Star"), a company owned by our CEO's family member, pursuant to which we issued to Star a 10% Convertible Promissory Note in the original principal amount of $440,849. The modification resulted in a loss on debt modification of $98,528. The Star Convertible Note has a maturity date of July 2, 2017, and is convertible into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 75% multiplied by the Market Price (representing a discount rate of 25%).

"Market Price" means the average of the five (5) Closing Prices for the Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.005. The shares of common stock issuable upon conversion of the Star Convertible Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Star Convertible Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

On July 2, 2012, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc., pursuant to which we sold to Asher an 8% Convertible Promissory Note in the original principal amount of $42,500. The Third Asher Note has a maturity date of March 29, 2013, and is convertible into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 59% multiplied by the Market Price (representing a discount rate of 41%). "Market Price" means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.00009. The shares of common stock issuable upon conversion of the Third Asher Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933.

The issuance of the Third Asher Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

On July 23, 2012, we amended a loan agreement with On Deck Capital to increase the outstanding unpaid loan balance to $35,400 again, consisting of additional proceeds of $23,883, a rolled over loan balance of $5,367, an origination fee of $750 and interest amount of $5,400 to be paid over the restarted four month term of the loan via daily payments of $274. The total payments due on the loan equate to an annual interest rate of 18%.

43 On July 24, 2012, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc., pursuant to which we sold to Asher an 8% Convertible Promissory Note in the original principal amount of $32,500. The Fourth Asher Note has a maturity date of April 26, 2013, and is convertible into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 59% multiplied by the Market Price (representing a discount rate of 41%). "Market Price" means the average of the lowest five (5) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.00009. The shares of common stock issuable upon conversion of the Fourth Asher Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Fourth Asher Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

On September 10, 2012, we amended a loan agreement with On Deck Capital to increase the outstanding unpaid loan balance to $76,800, consisting of additional proceeds of $22,613, a rolled over loan balance of $35,887, an origination fee of $1,500 and interest of $16,800 to be paid over the revised twelve month term of the loan via daily payments of $299. The total payments due on the loan equate to an annual interest rate of 18%.

On October 9, 2012, the Company received $2,000 in exchange for an unsecured demand loan from L&F Lawn Services, a related party, bearing interest at 15% per annum.

On October 9, 2012, the Company received $13,000 in exchange for an unsecured demand loan from Vivienne Passley, a related party, bearing interest at 15% per annum.

On October 16, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), pursuant to which Asher agreed to purchase an 8% convertible promissory note in the amount of $27,500 from the Company, which provides Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such convertible note into shares of the Company's common stock at a conversion price equal to 41% of the average of the three (3) lowest bid prices of the Company's common stock during the ninety (90) trading days prior to such conversion date, at any time after the expiration of 180 days from the date such Convertible Note was issued. The Convertible Note, which accrues interest at the rate of 8% per annum, is payable, along with interest thereon on July 18, 2013. The shares of common stock issuable upon conversion of the Fifth Asher Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933.

The issuance of the Fifth Asher Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations is based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivable, investment values, income taxes, the recapitalization and contingencies. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, "Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification.

These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

44 In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No.

2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 "Balance Sheet: Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11"). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flows.

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