UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURUTIES EXCHANGE ACT OF 1934





For the
fiscal year ended August 31, 2009





Commission
File Number 333-146344








KAHZAM,
INC.


(Exact
name of registrant as specified in its charter)





Delaware


(State or
other jurisdiction of incorporation or organization)





1515
South Federal Hwy., Suite 100


Boca
Raton, FL 33432


(Address
of principal executive offices, including zip code.)





(561)
549-3131


(telephone
number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:


None





Securities
registered pursuant to section 12(g) of the Act:


Common
Stock, $.001 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [   ] No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [X] No [   ]





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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [   ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
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. (Check one):





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]





State
issuer's revenues for its most recent fiscal year:  $0





The
number of shares of Common Stock outstanding as of August 31, 2009 was
19,500,000.  As of such date, the aggregate market value of the voting
stock of the registrant held by non-affiliates was approximately $4,350,000
based on the average of the best closing bid and ask prices ($1.45) for such
common stock as  reported on the OTC Bulletin Board on such
date.











KAHZAM,
INC.


TABLE OF
CONTENTS





Page
      No.Part
      IItem
      1.
            Business
            3Item
      1A.
            Risk
      Factors
            13Item
      2.
            Properties
            15Item
      3.
            Legal
      Proceedings
            15Item
      4.
            Submission
      of Matters to a Vote of Securities Holders
            15Part
      IIItem
      5.
            Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            16Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Plan of
      Operation
            20Item
      8.
            Financial
      Statements
            22Item
      9.
            Changes
      In and Disagreements with Accountants on Accounting and Financial Disclosure
            34Item
      9A.
            Controls
      and Procedures
            34Item
      9B.
            Other
      Information
            34Part
      IIIItem
      10.
            Directors
      and Executive Officers
            35Item
      11.
            Executive
      Compensation
            39Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            40Item
      13.
            Certain
      Relationships and Related Transactions
            41Item
      14.
            Principal
      Accounting Fees and Services
            41Part
      IVItem
      15.
            Exhibits
            42Signatures
            
            42








2





PART
I





FORWARD
LOOKING STATEMENTS





This
annual report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this report.





The safe
harbors of forward-looking statements provided by the Securities Litigation
Reform Act of 1995 are unavailable to issuers not subject to the reporting
requirements set forth under Section 13(a) or 15(D) of the Securities Exchange
Act of 1934, as amended. As we have not registered our securities pursuant to
Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act
are unavailable to us.








ITEM
1. BUSINESS





DESCRIPTION
OF OUR COMPANY AND ITS PREDECESSOR





Kahzam,
Inc. was originally incorporated in July, 2007 as Centaurus Resources, Inc., a
Delaware Corporation (“the Company”).  On May 12, 2009, the Company
acquired 100% of the issued and outstanding Common Stock of  Kahzam,
Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s
Common Stock.  Following this acquisition, the Company completed a
statutory merger, which became effective on May 31, 2009, and the name of the
Company was changed to Kahzam, Inc. (a Delaware
corporation).  Simultaneously with the merger, each Share of issued
and outstanding Common Stock of the Company was exchanged for three Shares of
new Kahzam, Inc. Common Stock.  As a result of these transactions, as
of June 1, 2009 the Company has 19,500,000 Shares of Common Stock issued and
outstanding.





The
Company’s executive offices are located at 1515 South Federal Highway, Suite
100, Boca Raton, FL 33432.  The telephone number is 561-549-3131, and
the fax number is 561-393-8505.  The Company’s principal website is
www.kahzam.com.








OVERVIEW
OF OUR BUSINESS OPERATIONS





Our
Company is an emerging presence in the global pay per click (“PPC”) search
engine and Web portal field, utilizing our “Kahzam” trademark. We are
headquartered in Boca Raton, Florida with additional offices in Phoenix, AZ and
we plan to establish offices in New York City, Los Angeles, Washington, D.C. and
Chicago within the next twelve months.




We
maintain a vast index of Web sites and other online content that is freely
available via the search engine to all Internet users. Our automated search
technology helps anyone obtain nearly instant access to relevant information
from our extensive index.





Our
Company is assembling a team of experienced professionals from the world’s most
respected, top-tier marketing and advertising firms. They exemplify leadership,
optimism and determination, and possess the qualities critical to success: a
disciplined approach, a focus on accountability, self-confidence, trust and an
exceptional capacity to balance short-term results with long-term
goals.





3




OUR
MARKETING PLAN





A primary
objective is to build the leading search and portal company focused on serving
membership-driven organizations in the association and affinity group space.
Kahzam will develop and deliver indispensable experiences and benefits to these
organizations and their members, employees and business partners via a
proprietary, secure, “white-label” technology platform. A broad range of
advanced multimedia, social networking, information distribution, e-commerce and
advertising capabilities will provide the flexibility and reliability to meet
the most demanding enterprise needs.  Kahzam’s comprehensive technical
support team ensures maximum results and value for users, clients, publishers,
developers and marketers alike.




By
providing a platform that unifies search and multimedia technology, content, and
community development, and enables personalization and integration across
multiple platforms and devices, Kahzam products and services can deepen the
engagement of new and existing users. This, coupled with the growth of the
Internet as an advertising medium, may lead to consistent and significant
revenue growth.  Similarly, Kahzam is specifically designed to help
associations and affinity groups achieve higher revenues and member
satisfaction.




In
addition to providing a broad range of services to associations and affinity
groups, Kahzam will also offer superior online search functions, with enhanced
privacy and security, for individual consumers.  In addition, Kahzam
will license its proprietary search function to Web sites that want to include a
“Powered by Kahzam” search functionality within their domain.






KEY
MARKETING CONSIDERATIONS




Search
Portal Market Readiness




Kahzam
believes that current marketplace and industry fundamentals provide an ideal
environment for the strategic expansion of its search portal operations.
Targeting the association/affinity group and privacy markets, Kahzam’s goal is
to gain 1% of the total search engine market share.




Association
Market Readiness




The
current economic downturn has triggered restructurings and consolidations in the
association/affinity group sector. As a result, more and more associations are
actively searching for additional ways to improve member services and generate
additional non-dues
income. Kahzam believes this creates an immediate and significant market
opportunity. Market research




Marketer
Readiness




Direct-response
tactics such as online search activities continue to experience growth, even in
this economy. According to advertising agencies, media buyers, publishers and
third-party Internet monitoring organizations, marketers continue to shift an
increasing percentage of budget dollars to digital channels. Online
and-Search-Engine advertising is one of the fastest growing, most accountable
and cost-effective methods of advertising available.




Key
Business Partners in Place




The
company has secured agreements with key, synergistic media, marketing, market
research, public relations, strategic planning, search engine optimization,
financial services, and database business partners. Kahzam will continue to
identify, target and pursue relationships with individuals and organizations
that can increase its diversity and profitability.





4




Key
Strategic Plans Complete




Kahzam
has completed a comprehensive Strategic Development Plan, which includes a
strong, integrated public relations and marketing plan to bring Kahzam to market
rapidly and position it for sustained, long-term growth.




Customer
Acquisition




Based on
market growth and demand analysis, Kahzam expects to secure a minimum of 20
association clients by the end of 2009 and 80-100 clients in 2010, and to expand
to 180-200 affinity groups by the end of 2011.






OUR
STRATEGIC DEVELOPMENT PLAN




Defining
Kahzam’s Markets




The
Strategic Development Plan provides an analysis of the current, highly
competitive consumer search market, as well several potential niche markets that
were discussed during the workshop. According to the December 2008 Core Search
Report, among the top search engines:




·
            Consumers
      chose Google sites for more than 8 billion of the total 12.7 billion total
      searches conducted during this month – 63.5% of all searches among the top
      five search entities




·
            Yahoo
      sites totaled 20.5% (2.6 billion) searches and totaled Microsoft 8.3% (1.1
      billion) searches, while Ask Network and AOL, LLC registered 3.9% (488
      million) and 3.8% (478 million)
respectively




While the
overall number of searches continues to increase by 3-4% each month, there is
little competition between the top search engines. Only Google is gaining new
market share, despite aggressive new product and service offerings from Yahoo,
Microsoft and Ask.com.




The vast
number of individual consumers has established a preference for one of these top
search engines. Ask.com’s recent and disastrous $100 million ad campaign proved
that consumers have little need to switch from one search engine to another.
They are comfortable and satisfied with the results of whatever company they
currently use.




Not even
mounting concerns, raised by the government and the media, about the privacy and
security of personal information obtained through the search process and
retained by the search companies, have adversely impacted mass-market consumer
search usage. Instead, those consumers who desire a private and secure search
portal remain a relatively small subset of the total search market. Small, but
valuable nonetheless.




However,
Kahzam has identified one “niche” market that can yield rapid and substantial
market penetration, sustained growth and potentially massive audience
aggregation – the Association market. The scope and size of this virtually
untapped market is impressive.




There are
nearly 1.8 million Associations and association-like, membership-driven
organizations in the following ready-made market segments:




·
            Trade,
      Business and Commercial




·
            Environmental
      and Agricultural




·
            Legal,
      Governmental, Public Administration, and
  Military




·
            Engineering,
      Technological and Natural/Social
Sciences




5




·
            Educational




·
            Cultural




·
            Social
      Welfare




·
            Health
      and Medical




·
            Public
      Affairs




·
            Fraternal,
      Nationality, and Ethnic




·
            Religious




·
            Veterans',
      Hereditary and Patriotic




·
            Hobby
      and Avocational




·
            Athletic
      and Sports




·
            Labor
      Unions, Associations, and
Federations




·
            Chambers
      of Commerce and Trade and Tourism




·
            Greek
      and Non-Greek Letter Societies, Associations, and
    Federations




·
            Fan
      Clubs




According
to the American Society of Association Executives (ASAE), Associations generate
more than $33 billion in revenue nationally and hold more than $50 billion in
assets (2006). Clearly, the Association market represents a series of enormous
marketing opportunities for any business with a product and/or service that
benefits both the Association and the member, and that can easily be tailored to
meet a wide range of specific needs.




The
Kahzam Association Solution




The
Association/Affinity Group space represents a windfall opportunity – an enormous
market (comprised of thousands of highly-defined segments) that is searching for
a wide range of Web-delivered solutions that benefit their members and other
stakeholders. This traditionally conservative market is becoming ever more
receptive to new technology and new relationships with appropriate marketers
(via advertising, e-commerce and sponsorships) that help gain and retain members
and generate additional, non-dues income.




By
developing and offering a comprehensive, “white-label version of its “standard”
search/portal solution with features, functions, content and messages that can
be customized to the needs of individual Associations and Affinity Groups,
Kahzam has an unprecedented opportunity to satisfy, own and grow this
market.




Using
this strategy, Kahzam can rapidly achieve significant market share, aggregate a
large, segmented, “captive” and loyal user base, and monetize portal usage
through multiple revenue streams. The benefits to both Associations and Kahzam
are clear:




·
            The
      Association appears as if it is providing the portal’s comprehensive and
      valuable suite of services to their members at no charge, thus increasing
      the real and perceived value of Association membership and strengthening
      their Association Value Equation




·
            The
      Association realizes additional, alternate, non-dues income (from shared
      advertising and e-commerce revenue) at little or no
  expense







6




·
            The
      Association can apply these revenues to help cover the costs of
      operations, the delivery of additional services, and/or to help reduce
      member dues




·
            Kahzam
      will gain access to each Association’s member, vendor, strategic partner
      and sponsor base, and the various revenue streams they
    enable




·
            And
      Kahzam can achieve all of this without incurring the costs of direct
      competition with other established, mass-market search/portal solution
      providers.




The
Kahzam Standard Portal




This
portal configuration will be available to any Web user. It will include the
following features and capabilities:




Multimedia Center – built
around a full-featured media player. It will be able to play streaming video and
audio, live Webcasts and Podcasts, as well as advertising and other commercial
messages.




Search Center – a full-service
Internet search engine that displays search criteria, search results, sponsored
results and Kahzam classified ads and other advertising.




Shopping Center – populated
with Kahzam “standard” stores, as well as user-selected stores, it includes a
shopping comparison engine.




Deal Center – a clearing house
for advertiser, sponsor and store discounts and special offers. It also provides
access to a Kahzam community discount/rewards program.




News Center - with access to
user-selected news sources and Kahzam standard news sources and program
weekly/monthly pre-packaged content feeds.




Financial Center – including
user-selectable financial news and information sources and Kahzam standard
sources. It incorporates a stock “ticker” and enables customized user
portfolio.




Weather Center – with coverage
of user-selectable markets.




Entertainment Center – with
user-selectable local television/movie listings and remote DVR
programming.




Map Center – with
user-selectable links to the user’s favorite map/directions
service(s).




Yellow Pages – with access to
editions in user-selectable markets.




Game Center – with a
user-selectable game collection.




Travel Center – with Kahzam
standard and user-defined links to travel service home pages/account sign-in
pages, a travel comparison engine and a booking engine.




Real Estate Center – with
Kahzam standard and user-defined links to major real estate site home
pages/account sign-in pages.




Job Center – with Kahzam
standard and user-definable links to major job site home pages/account sign-in
pages.




Mail Center - with Kahzam’s
full-service email system including real-time email alerts.




Chat Center – with access to
all Kahzam standard and user-created chat rooms and bulletin boards categorized
and searchable by topic, geographic region, demographics, etc.




7




IM Center – with
user-definable links to favorite IM service(s) sign-in pages and access to
Kahzam’s standard (cam capable) IM service.




Friend Center – with
user-definable Kahzam “friends,” friend monitoring from user-selectable
sites




Opinion Center – with
user-selectable survey/poll/quiz topics created by Kahzam.




Profile Center – with
user-uploadable pictures and profile information.




Preference Center - one,
central place for users to easily set up, customize, personalize and manage the
entire portal experience.




Help Center – with a
text-based, online help index, as well as live/chat, email and auto-dial phone
contact help capability.




Wherever
possible, these features will be purchased or licensed, off-the-shelf plug-ins
that will be integrated into the portal system’s native programming.
Approximately 40% of the standard features are already available through
GroupMolinari’s Win Control division.




The
Kahzam White-Label Portal




Each
white-label portal can be branded with each Association’s unique logo and color
scheme. Branding extends from the portal’s GUI and “skin” throughout the various
internal navigation, feature and option menus, as well as content
pages.




In
addition to the custom branding capability, there are several other important
differences between Kahzam’s standard and white-label portals. These provide
various tailored functionalities and content. They also provide additional,
outstanding value to all stakeholders.




Associations
will be able to:




·
            Deliver
      their own original “programming,” such as Webinars, Web teleconferences,
      “news” reports and legacy video programs, via the Multimedia
      Center




·
            Create
      a virtual, Association-specific, secure, members-only Intranet for
      member-to-member communication and social
  networking




·
            Operate
      proprietary e-stores in the Shopping Center via a comprehensive, branded
      e-commerce engine and offer e-stores to vendors, strategic allies,
      sponsors and key advertisers




·
            Offer
      members-only discounts from the Association, its strategic partners,
      vendors, sponsors and advertisers via the Deal
  Center




·
            Provide
      members with Association news and targeted breaking news along with
      weekly/monthly, pre-packaged news feeds from the Association in the News
      Center




·
            Use
      their Job Center to post jobs available in the Association’s specific
      industry or interest area, as well as jobs available within the
      Association




·
            Offer
      the Community Center - a full-featured, members-only social network with
      page creation and management software, as well as member blog page
      creation and management software




8




·
            Offer
      the Discussion Center - with user-definable links to favorite Association
      chat rooms, as well as the ability to create and manage moderated
      Association discussion groups and program real-time discussion
      alerts




·
            Allow
      members to identify and monitor other logged-in Association members and
      Association friends via the Friend
Center




·
            Create
      and manage member-targeted surveys, polls and quizzes via the Opinion
      Center




·
            Allow
      Association members to send general and targeted “HelpMe!” alerts via the
      Alert Center to arrange ad hoc brainstorming/problem-solving sessions in
      the members-only Discussion Center




Kahzam
will also provide a “backroom” that enables Association administrators to
control and manage all of these capabilities and content.




Portal
Design




The
proposed Kahzam portal design will embrace the future. Indeed, the portal GUI
will look more like a hand-held device than a Web page. It will adopt the clean,
uncluttered attributes of an iPhone-like interface and allow the user’s specific
needs to drive navigation, as well as the overall portal
experience.









The
Kahzam standard portal GUI design maximizes the utility of the portal on
advanced smart phones and computers alike. It also maximizes the available space
for Kahzam branding and content, and revenue-generating
advertising.




The
PR and Marketing Plan




Kahzam’s
breakthrough product and marketing strategies will be promoted by a
comprehensive, company-wide PR and marketing plan. Each of Kahzam’s two “lead”
service markets: 1) Associations, association-like organizations and affinity
groups, and 2) the privacy-focused Internet public. Each will have their own
public and media relations programs. These will be based on and will support the
company-wide program, but each will have the focus necessary for product and
sales success.




Kahzam
will use a variety of media outreach strategies for image creation and
positioning, as well as for the promotion of marketing-driven initiatives.
Kahzam will be positioned as an authoritative industry voice in the
rapidly-evolving search engine marketplace, as well as the emerging Web 2.0/3.0
person-to-person communications marketplace.


9




Through
the media, Associations and consumer markets will see Kahzam as their
“first-choice” for making the most of their Internet experience. To do this, we
will create a professional and bottom-line-focused PR-driven marketing
communications campaign.




The
Strategic Development Plan sets forth the exhaustive, high-performance and
cost-effective strategies and tactics that will be executed to achieve
success.






OUR
PRODUCTS AND REVENUE STREAMS





Kahzam’s
primary revenue streams will be driven by independent, negotiated, revenue
sharing agreements with each Association client or each association management
company client. Revenue from general consumer use of the Kahzam public portal
will become significant over time as Association members become loyal users
outside of the Association space and as various marketing and public relations
strategies begin to attract large numbers of new, individual users.




Generating
revenue is all about eyeballs. And Kahzam’s distinctive and comprehensive
business model is designed to aggregate audiences both within the Association
space and beyond.




Revenue
Streams




There is
an enormous potential for Kahzam e-commerce direct revenue and client revenue
sharing opportunities. These include:




·
            Association
      Advertising/Sponsorships




·
            e-commerce
      and Affinity Marketing




·
            Premium
      Content Subscriptions




·
            Proprietary
      Databases




Additional,
distinct streams that will help generate the revenue returns projected for
Kahzam. These include:




·
            Key
      word advertising




·
            Proprietary
      classified box ads




·
            Banner
      ads




·
            Streaming
      video and audio ads




·
            Sponsored
      social networking posts and pages




·
            Sponsored
      outbound Association member alerts




·
            Sponsored
      outbound Kahzam member alerts




·
            Enhanced,
      premium services for Association Intranet/portal Web
  sites




·
            Kahzam
      e-commerce




·
            Packaging
      and reselling/renting/leasing database information gathered on Kahzam
      users and information gathered on Association members who use the
      Kahzam-provided Intranet/portals




10




Enhanced
Premium Services




Kahzam
also has an opportunity to develop and market a proprietary suite of superior
privacy and security services to individual portal users. Because this is a
speculative concept, the projected revenue from such a product has not been
combined with the other revenue stream projections. However, a successful
implementation of such a product has the potential to increase the projected
revenue by as much as 60%.




The
Bottom Line




Because
of Kahzam’s initial primary focus on the Association and affinity group markets,
we expect that we  will be able to efficiently and rapidly aggregate a
large, diverse and captive universe of users. This audience will already be
highly and precisely segmented and easily targetable by marketers seeking to
connect with the individual members in each segment. As a result, Kahzam will be
able to offer marketers unprecedented advertising, sponsorship and e-commerce
opportunities. We believe that this level of targeted access and delivery will
command a premium price that marketers will be eager to pay.




Our
business model assures that our Association clients also share in these rewards,
as well as the extended benefits and value the Kahzam portal provides to their
members and stakeholders, and as a result we believe that we will have powerful
partners which will work with us to establish and develop multiple revenue
streams.




We expect
that our Association partners will carry their enthusiasm and loyalty from the
Association community to Kahzam’s public portal and join growing numbers of
other individual users who appreciate Kahzam’s superior search/portal experience
and enhanced privacy and security features, and that a growing number of
non-Association marketers will join them, as well.




The
Kahzam business model, combined with the comprehensive public relations and
marketing support which we intend to provide, will empower a fusion of clients,
marketers and users, and  a continuous and growing revenue stream that
we believe will drive Kahzam to profitability and success.





COMPETITION




We face
intense competition in the search engine and Web portal
industry.  Many other competitors are well established, have greater
resources and have a name and brand recognition. These companies also have
customer bases that are much larger than ours. We cannot be sure that our
targeting of affinity group customers will be successful in differentiating our
services from those offered by our much larger competitors.





EMPLOYEES
AND EMPLOYMENT AGREEMENTS




On May
12, 2009, the Board accepted the resignation of Robert Weaver, Jr. as an Officer
and Director of the Registrant.  On May 12, 2009, the Board appointed
J. Franklin Bradley as President and Chairman of the Board and James Lindsay as
Secretary, Chief Operating Officer, and Director of the Registrant, to serve
until the next Annual Meeting of Shareholders.





11





As of
August 31,2009, we employed 7 full-time employees and no
part-time employees, excluding employees and consultants of any affiliated
companies that are not at least 50%-owned subsidiary companies of
ours.  None of our employees is subject to a collective bargaining
agreement and we believe that relations with our employees are very
good.




There are
no formal employment agreements between the company and our current employees.
We conduct our business largely through consultants.





BANKRUPTCY
OR SIMILAR PROCEEDINGS





There has
been no bankruptcy, receivership or similar proceeding.





REORGANIZATIONS,
PURCHASE OR SALE OF ASSETS





Kahzam,
Inc. was originally incorporated in July, 2007 as Centaurus Resources, Inc., a
Delaware Corporation (“the Company”).  On May 12, 2009, the Company
acquired 100% of the issued and outstanding Common Stock of  Kahzam,
Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s
Common Stock.  Following this acquisition, the Company completed a
statutory merger, which became effective on May 31, 2009, and the name of the
Company was changed to Kahzam, Inc. (a Delaware
corporation).  Simultaneously with the merger, each Share of issued
and outstanding Common Stock of the Company was exchanged for three Shares of
new Kahzam, Inc. Common Stock.  As a result of these transactions, as
of August 31, 2009 the Company has 19,500,000 Shares of Common Stock issued and
outstanding.





COMPLIANCE
WITH GOVERNMENT REGULATION





We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to our general operations as well as
Internet commerce and operations.





NEED
FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES





We are
not required to apply for or have any government approval for our product or
services.





REPORTS
TO SECURITIES HOLDERS





We
provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules for
a small business issuer under the Securities Exchange Act of 1934. We are
subject to disclosure filing requirements including filing Form 10K annually and
Form 10Q quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
SEC.


12





ITEM
1A. RISK FACTORS




RISKS ASSOCIATED WITH OUR
COMPANY




Because
our auditors have issued a going concern opinion, there is substantial
uncertainty that we will continue operations in which case you could lose your
investment.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and our shareholders could lose their
investment.




Our
market place is very competitive. Failure to successfully compete could harm our
business.




We face
intense competition in the search engine and Web portal
industry.  Many other competitors are well established, have greater
resources and have a name and brand recognition. These companies also have
customer bases that are much larger than ours. We cannot be sure that our
targeting of affinity group customers will be successful in differentiating our
services from those offered by our much larger competitors.




We
lack an operating history and have losses that we expect to continue into the
future. There is no assurance our future operations will result in profitable
revenues. If we cannot generate sufficient revenues to operate profitably, we
will cease operations and you will lose your investment.




We were
incorporated in July,
2007, but did not commence our current business operations until May,
2009 following our merger with Kahzam, Inc..  Accordingly, we have had
a very limited operating history upon which an evaluation of our future success
or failure can be made.  Our ability to achieve and maintain
profitability and positive cash flow is dependent upon, among other things, our
ability to raise sufficient capital to fund the expansion of our business
operations, our ability to attract customers who will buy our services from us,
and our ability to generate revenues through the sale of our
services.




Based
upon current plans, we expect to increase our revenues from operations during
the balance of this calendar year and thereafter.  However, we cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause you to lose your
investment.




If
we do not make a profit, we may have to suspend or cease
operations.




Since we
are small company and do not have significant capital, we must limit the
marketing our services. The sale of services is how we will initially generate
revenues. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.  If our
Offering is successfully completed, we intend to significantly increase our
marketing activities and capabilities.




RISKS ASSOCIATED WITH OUR
COMMON STOCK:




Because there is a limited public
trading market for our common stock, you may not be able to resell your
stock.




There is
currently a limited public trading market for our common stock on the OTC
Bulletin Board market (Symbol: KHZM).   There can be no assurance
that a public market for our securities will continue, or that in the future our
securities may be traded on a national exchange.




13




Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty reselling your shares and this may cause
the price of our shares to decline.




Our
shares would be classified as penny stocks and are covered by Section 15(g) of
the Securities Exchange Act of 1934 and the rules promulgated thereunder which
impose additional sales practice requirements on brokers/dealers who sell our
securities in this offering or in the aftermarket. For sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement prior to making a sale for you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of our shares to
decline.




FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell
our stock.




The FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity and liquidity of our common stock. Further, many brokers
charge higher transactional fees for penny stock transactions. As a result,
fewer broker-dealers may be willing to make a market in our common stock, which
may limit your ability to buy and sell our stock.




Cautionary
Language Regarding Forward-Looking Statements and Industry Data




This
report contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties,
many of which are beyond our control.  Our actual results could differ
materially and adversely from those anticipated in such forward-looking
statements as a result of certain factors, including those set forth in this
report.  Important factors that may cause actual results to differ
from projections include, but are not limited to, for example:




●      adverse
economic conditions,




●      inability
to raise sufficient additional capital to operate our business,




●      unexpected
costs, lower than expected sales and revenues, and operating
defects,




●      adverse
results of any legal proceedings,




●      the
volatility of our operating results and financial condition,




●      inability
to attract or retain qualified senior management personnel, and




●      other
specific risks that may be referred to in this report.




14




All
statements, other than statements of historical facts, included in this current
report regarding our strategy, future operations, financial position, estimated
revenue or losses, projected costs, prospects and plans and objectives of
management are forward-looking statements.  When used in this report,
the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” “plan” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words.  All forward-looking statements speak only as
of the date of this report.  We undertake no obligation to update any
forward-looking statements or other information contained
herein.  Stockholders and potential investors should not place undue
reliance on these forward-looking statements.  Although we believe
that our plans, intentions and expectations reflected in or suggested by the
forward-looking statements in this report are reasonable, we cannot assure
stockholders and potential investors that these plans, intentions or
expectations will be achieved.  We disclose important factors that
could cause our actual results to differ materially from its expectations under
“Risk Factors” and elsewhere in this report.  These cautionary
statements qualify all forward-looking statements attributable to us or persons
acting on our behalf.




Information
regarding market and industry statistics contained in this current report is
included based on information available to us that we believe is
accurate.  It is generally based on academic and other publications
that are not produced for purposes of securities offerings or economic
analysis.  Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the additional
uncertainties accompanying any estimates of future market size, revenue and
market acceptance of products and services.  We have no obligation to
update forward-looking information to reflect actual results or changes in
assumptions or other factors that could affect those statements.  See
“Risk Factors” for a more detailed discussion of risks and uncertainties that
may have an impact on our future results.







ITEM
2. PROPERTIES




Our
corporate headquarters are located at 1515 South Federal Hwy., Suite 100, Boca
Raton, FL 33432.   We occupy 3500 square feet of space under a
lease with a monthly rental rate of $7991.67 that we occupy on a month-to-month
basis.    We
believe that these facilities are adequate for our present level of
operations.







ITEM
3. LEGAL PROCEEDINGS





We are
not currently a party to any legal proceedings, and we are not aware of any
pending or potential legal actions.








ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





On May
12, 2009, the Company acquired 100% of the issued and outstanding Common Stock
of Kahzam, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the
Company’s Common Stock.  Following this acquisition, the Company
completed a statutory merger, which became effective on May 31, 2009, and the
name of the Company was changed to Kahzam, Inc. (a Delaware
corporation).  Simultaneously with the merger, each Share of issued
and outstanding Common Stock of the Company was exchanged for three Shares of
new Kahzam, Inc. Common Stock.  All of these corporate actions were
approved and ratified on May 12, 2009 by holders of a majority of the shares of
Common Stock then issued and outstanding upon written consent in accordance with
the provisions of the Corporation Law of the State of Delaware and the By-Laws
of the Company.





15





PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Our
common stock was originally listed on the OTC Bulletin Board on May 7, 2008
under the symbol “CEUR”, however no trading market developed. Upon the
completion of our corporate merger and forward-split of our Common Stock, in
July, 2009 our trading symbol was changed to “KHZM”  The high and low
bid prices reflect trading in our Common Stock between that date and August 31,
2009.


HIGH
            
            
            LOW
            
            
            HIGH
            
            
            LOWBIDPRICES
            
            
            ASK PRICESFiscal Year
      2009:Quarter
      Ended 08/31/09
            
            $
            1.50
            
            
            $
            1.10
            
            
            $
            1.95
            
            
            $
            1.50





Sales
prices do not include commissions or other  adjustments to the
selling  price.  All prices are adjusted for
the  on-for-three forward  split of Common Stock which was
effective in June, 2009.
 
 (b)  HOLDERS
- As of August 31, 2009,  there were
70 shareholders  of record of the Company's Common
Stock.


DIVIDENDS





We have
never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.





SECTION
RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934





The
Company's shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.





16





Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, FINRA's toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.








SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





2009
Incentive Compensation Plan




On June
1, 2009, our board of directors and holders of a majority of our outstanding
shares of common stock adopted and approved a new 2009Incentive Compensation
Plan.  The purpose of our Incentive Compensation Plan is to assist us
in attracting, motivating, retaining and rewarding high-quality executives and
other employees, officers, directors, consultants and other persons who provide
services to us.  As of August 31, 2009, no awards under the Plan have
been made.




The
principal terms of this Plan are as follows:




Administration.Our
Incentive Compensation Plan is to be administered by our Compensation Committee,
provided, however, that except as otherwise expressly provided in the Plan, the
board of directors may exercise any power or authority granted to the committee
under our Plan. Subject to the terms of our Plan, the committee is authorized to
select eligible persons to receive awards, determine the type, number and other
terms and conditions of, and all other matters relating to, awards, prescribe
award agreements (which need not be identical for each participant), and the
rules and regulations for the administration of the Plan, construe and interpret
the Plan and award agreements, and correct defects, supply omissions or
reconcile inconsistencies in them, and make all other decisions and
determinations as the committee may deem necessary or advisable for the
administration of our Plan.




Eligibility.  The
persons eligible to receive awards under our Incentive Compensation Plan are the
officers, directors, employees, consultants and other persons who provide
services to us.  An employee on leave of absence may be considered as
still in the employ of our company for purposes of eligibility for participation
in our Plan.




Types of
Awards.  Our Incentive Compensation Plan will provide for the
issuance of stock options, stock appreciation rights, or SARs, restricted stock,
deferred stock, dividend equivalents, bonus stock and awards in lieu of cash
compensation, other stock-based awards and performance
awards.  Performance awards may be based on the achievement of
specified business or personal criteria or goals, as determined by the
committee.




Shares Available for Awards; Annual
Per-Person Limitations.The total number of shares of common
stock that may be subject to the granting of awards under our Incentive
Compensation Plan at any time during the term of the Plan will be equal to
5,000,000 shares.  This limit will be increased by the number of
shares with respect to which awards previously granted under our Plan that are
forfeited, expire or otherwise terminate without issuance of shares, or that are
settled for cash or otherwise do not result in the issuance of shares, and the
number of shares that are tendered (either actually or by attestation) or
withheld upon exercise of an award to pay the exercise price or any tax
withholding requirements.





17




Our
Incentive Compensation Plan imposes individual limitations on the amount of
certain awards. Under these limitations, during any 12-month period, the number
of options, stock appreciation rights, shares of restricted stock, shares of
deferred stock, performance shares and other stock based-awards granted to any
one participant under the Plan may not exceed 1,800,000 shares, subject to
adjustment in certain circumstances. The maximum amount that may be paid out as
performance units in any 12-month period is $2,000,000 multiplied by the number
of full years in the performance period.




The
committee is authorized to adjust the limitations described in the two preceding
paragraphs. The committee is also authorized to adjust performance conditions
and other terms of awards in response to these kinds of events or in response to
changes in applicable laws, regulations or accounting principles.




Stock Options and Stock Appreciation
Rights.  The committee is authorized to grant stock options,
including both incentive stock options, or ISOs, which can result in potentially
favorable tax treatment to the participant, and non-qualified stock options, and
stock appreciation rights entitling the participant to receive the amount by
which the fair market value of a share of common stock on the date of exercise
exceeds the grant price of the stock appreciation right. The exercise price per
share subject to an option and the grant price of a stock appreciation rights
are determined by the committee, but in the case of an ISO must not be less than
the fair market value of a share of common stock on the date of grant. For
purposes of our Incentive Compensation Plan, the term “fair market value” means
the fair market value of common stock, awards or other property as determined by
the committee or under procedures established by the committee.  The
maximum term of each option or stock appreciation right, the times at which each
option or stock appreciation right will be exercisable, and provisions requiring
forfeiture of unexercised options or stock appreciation rights at or following
termination of employment generally are fixed by the committee, except that no
option or stock appreciation right may have a term exceeding ten
years.




Restricted and Deferred
Stock.  The committee is authorized to grant restricted stock
and deferred stock. Restricted stock is a grant of shares of common stock which
may not be sold or disposed of, and which may be forfeited in the event of
certain terminations of employment, prior to the end of a restricted period
specified by the committee. A participant granted restricted stock generally has
all of the rights of a stockholder of our company, unless otherwise determined
by the committee. An award of deferred stock confers upon a participant the
right to receive shares of common stock at the end of a specified deferral
period, subject to possible forfeiture of the award in the event of certain
terminations of employment prior to the end of a specified restricted period.
Prior to settlement, an award of deferred stock carries no voting or dividend
rights or other rights associated with share ownership, although dividend
equivalents may be granted, as discussed below.




Dividend Equivalents. The
committee is authorized to grant dividend equivalents conferring on participants
the right to receive, currently or on a deferred basis, cash, shares of common
stock, other awards or other property equal in value to dividends paid on a
specific number of shares of common stock or other periodic payments. Dividend
equivalents may be granted alone or in connection with another award, may be
paid currently or on a deferred basis and, if deferred, may be deemed to have
been reinvested in additional shares of common stock, awards or otherwise as
specified by the committee.




Bonus Stock and Awards in Lieu of
Cash Obligations.  The committee is authorized to grant shares
of common stock as a bonus free of restrictions, or to grant shares of common
stock or other awards in lieu of our obligations to pay cash under our Incentive
Compensation Plan or other plans or compensatory arrangements, subject to such
terms as the committee may specify.




Other Stock-Based Awards.The
committee is authorized to grant awards that are denominated or payable in,
valued by reference to, or otherwise based on or related to shares of common
stock.  The committee determines the terms and conditions of such
awards.





18




Performance
Awards.  The committee is authorized to grant performance
awards to participants on terms and conditions established by the
committee.  Performance awards may be settled by delivery of cash,
shares or other property, or any combination thereof, as determined by the
committee. Performance awards granted to persons whom the committee expects
will, for the year in which a deduction arises, be “covered employees” (as
defined below) will, if and to the extent intended by the committee, be subject
to provisions that should qualify such awards as “performance-based
compensation” not subject to the limitation on tax deductibility by us under
Internal Revenue Code Section 162(m).




The
committee may, in its discretion, determine that the amount payable as a
performance award will be reduced from the amount of any potential
award.




Other Terms of
Awards.  Awards may be settled in the form of cash, shares of
common stock, other awards or other property, in the discretion of the
committee. The committee may require or permit participants to defer the
settlement of all or part of an award in accordance with such terms and
conditions as the committee may establish, including payment or crediting of
interest or dividend equivalents on deferred amounts, and the crediting of
earnings, gains and losses based on deemed investment of deferred amounts in
specified investment vehicles. The committee is authorized to place cash, shares
of common stock or other property in trusts or make other arrangements to
provide for payment of our obligations under our Incentive Compensation
Plan.




Awards
under our Incentive Compensation Plan are generally granted without a
requirement that the participant pay consideration in the form of cash or
property for the grant (as distinguished from the exercise), except to the
extent required by law. The committee may, however, grant awards in exchange for
other awards under our Plan, awards under other company plans or other rights to
payment from us, and may grant awards in addition to and in tandem with such
other awards, rights or other awards.




Acceleration of Vesting; Change in
Control. The committee may, in its discretion, accelerate the
exercisability, the lapsing of restrictions or the expiration of deferral or
vesting periods of any award, and such accelerated exercisability, lapse,
expiration and if so provided in the award agreement or otherwise determined by
the committee, vesting will occur automatically in the case of a “change in
control” of our company, as defined in our Incentive Compensation Plan
(including the cash settlement of stock appreciation rights which may be
exercisable in the event of a change in control). In addition, the committee may
provide in an award agreement that the performance goals relating to any
performance award will be deemed to have been met upon the occurrence of any
“change in control.”




Amendment and Termination.
The board of directors may amend, alter, suspend, discontinue or terminate our
Incentive Compensation Plan or the committee’s authority to grant awards without
further stockholder approval, except stockholder approval must be obtained for
any amendment or alteration if such approval is required by law or regulation or
under the rules of any stock exchange or quotation system on which shares of
common stock are then listed or quoted. Thus, stockholder approval may not
necessarily be required for every amendment to our Plan which might increase the
cost of our Plan or alter the eligibility of persons to receive
awards.  Stockholder approval will not be deemed to be required under
laws or regulations, such as those relating to ISOs, that condition favorable
treatment of participants on such approval, although the board of directors may,
in its discretion, seek stockholder approval in any circumstance in which it
deems such approval advisable. Our Plan will terminate at the earliest of (a)
such time as no shares of common stock remain available for issuance under our
Plan, (b) termination of our Plan by the board of directors, or (c) the tenth
anniversary of the effective date of the Plan.  Awards outstanding
upon expiration of our Plan will remain in effect until they have been exercised
or terminated, or have expired.





19




SECTION
16(A)





Based
solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the
Securities Exchange Act of 1934, we are not aware of any individual who failed
to file a required report on a timely basis required by Section 16(a) of the
Securities Exchange Act of 1934.








PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS





There
were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended August 31, 2009.








ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and related notes included
under Item 9.01(a) of this current report.







RESULTS
OF OPERATIONS





We are
still in our development stage and have generated no revenues to date. We
incurred operating expenses of $416,476 and $18,819 for the years Ended August
31, 2009 and August 31, 2008, respectively.  These expenses consisted
of general operating expenses and professional fees incurred in connection with
the day to day operation of our business and the preparation and filing of our
reports with the Securities and Exchange Commission.





Our net
loss from inception through August 31, 2009 was $438,322.





Our
auditors have issued a going concern opinion.  This means that there
is substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our
bills.  This is because we have not generated revenues and no revenues
are anticipated until we begin removing and selling minerals.  There
is no assurance we will ever reach that point.








LIQUIDITY
AND CAPITAL RESOURCES





Our cash
balance at August 31, 2009 was $1,026 with liabilities of $421,265. In May,
2009, we issued 4,000,000 shares to purchase 100% share capital of Kahzam Inc in
the amount of $0.01 per share or $40,000.





If we
experience a shortage of funds prior to generating revenue from operations we
may utilize funds from our director who has informally agreed to advance funds
to allow us to pay for business operations, however, our director has no formal
commitment, arrangement or legal obligation to advance or loan funds to
us.





20





PLAN
OF OPERATION





The
Company is an emerging presence in the global pay per click ("PPC") search
engine and Web portal field, utilizing our "Kahzam" trademark.  We are
headquartered in Boca Raton, Florida with affiliated offices in Phoenix, AZ and
we plan to establish offices in New York City, Los Angeles, Washington, D.C.,
Chicago and Las Vegas within the next twelve months.





We
maintain a vast index of Web sites and other online content that is freely
available via the search engine to all Internet users.  Our automated
search technology helps anyone obtain nearly instant access to relevant
information from our extensive index.





Our
Company is assembling a team of experienced professionals from the world's most
respected, top-tier marketing and advertising firms.  They exemplify
leadership, optimism and determination, and possess the qualities critical to
success: a disciplined approach, a focus on accountability, self-confidence,
trust and an exceptional capacity to balance short-term results with long-term
goals.





INFLATION





The rate
of inflation has had little impact on the Company's results of operations
and is not expected to have a significant impact on
continuing operations





21




ITEM 8.  FINANCIAL STATEMENTS




KAHZAM,
INC.
 
 FINANCIAL
STATEMENTS
 
 AUGUST
31, 2009
 
 
 
 
 
 
 
 
 
  22
 
 KAHZAM,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 INDEX TO
FINANCIAL STATEMENTS
 
 PageReport
      of the Registered Public Accountant
              F-1Financial
      StatementsBalance
      Sheets as of August 31, 2009 and 2008
              F-2Statement
      of Operations for the years ended August 31, 2009 and 2008 and the period
      July 23, 2007 to August  31, 2009
              F-3Statement
      of Stockholder’s Equity (Deficit) for the period from July 23, 2007 to
      August 31, 2009
              F-4Statement
      of Cash Flows for the years ended August 31, 2009 and 2008 and for the
      period July 23, 2007 to August 31, 2009
              F-5Notes
      to the Financial Statements.
              F-6
      - F-10
    23
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
  
 
 The
Board of Directors and Stockholders
 Kahzam,
Inc.
  I
have audited the accompanying balance sheet of Kahzam, Inc., at August 31, 2009
and 2008, and the related statements of operations, stockholders’ equity and
cash flows for the years ended August 31, 2009 and 2008 and for the period from
July 23, 2007 (inception) to August 31, 2009. These financial statements are the
responsibility of the Company’s management. My responsibility is to express an
opinion on these financial statements based on my audits.
  I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
  In
my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Kahzam, Inc. at August 31, 2009 and
2008, and the related statements of operations and cash flows for the years
ended August, 31 2009 and 2008 and the period from July 23, 2007 (inception) to
August 31, 2009, in conformity with accounting principles generally accepted in
the United States of America.
   HARRIS
F. RATTRAY CPA
 Pembroke
Pines, Florida
 October
21, 2009
  F-1




KAHZAM,
      INC.(A
      Development Stage Company)BALANCE
      SHEETSAugust
      31, 2009 and 20082009
            
            
            2008ASSETSCurrent
      assets:Cash
            
            $
            1,026
            
            
            $
            17,654Other
      current assets
            
            
            9,684
            
            
            
            -Total
      current assets
            
            
            10,710
            
            
            
            17,654Property
      and equipment, net
            
            
            11,100
            
            
            
            -Other
      assets, net
            
            
            1,534
            
            
            
            -Goodwill
            
            
            39,400
            
            
            
            -TOTAL
      ASSETS
            
            $
            62,743
            
            
            $
            17,654LIABILITIES
      AND SHAREHOLDERS'  EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            293,816
            
            
            $
            5,500Payroll
      liabilities
            
            
            43,577
            
            
            
            -Due
      to related parties
            
            
            83,873
            
            
            
            -Total
      current liabilities
            
            
            421,265
            
            
            
            5,500Total
      liabilities
            
            
            421,265
            
            
            
            5,500Stockholders'
      Equity (Deficiency):Common
      stock, par value $0.0001 per share; 80,000,000shares authorized:
      and 19,500,000 shares and 2,500,000 issued and outstanding as of August
      31, 2009 and 2008
            
            
            1,950
            
            
            
            250Additional
      paid-in capital
            
            
            77,850
            
            
            
            39,750Deficit
      accumulated during the development stage
            
            
            (438,322
            )
            
            
            (27,846
            )(358,522
            )
            
            
            12,154TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            62,743
            
            
            $
            17,654






See
accompanying notes




F-2




KAHZAM,
      INC.(A
      Development Stage Company)STATEMENT
      OF OPERATIONSJuly
      23, 2007(inception)Year
      Ended
              
              
              Year
      Ended
              
              
              throughAugust
      31,
              
              
              August
      31,
              
              
              August
      31,2009
              
              
              2008
              
              
              2009REVENUES
              
              $
              -
              
              
              $
              -
              
              
              $
              -EXPENSES:Selling,
      general and administrative
              
              
              407,966
              
              
              
              18,819
              
              
              
              435,812Depreciation
      and amortization
              
              
              2,510
              
              
              
              -
              
              
              
              2,510Total
      expenses
              
              
              410,476
              
              
              
              18,819
              
              
              
              438,322Loss
      from operations
              
              
              (410,476
              )
              
              
              (18,819
              )
              
              
              (438,322
              )NET
      INCOME (LOSS)
              
              $
              (410,476
              )
              
              $
              (18,819
              )
              
              $
              (438,322
              )BASIC
      EARNINGS (LOSS) PER SHARE
              
              $
              (0.12
              )
              
              $
              (0.01
              )
              
              $
              (0.13
              )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES OUTSTANDING
              
              
              3,384,931
              
              
              
              2,163,493
              
              
              
              3,384,931










F-3




KAHZAM,
      INC(A
      Development Stage Company)STATEMENT
      OF STOCKHOLDERS' EQUITY (DEFICIENCY)DeficitAccumulatedCommon
              
              
              Additional
              
              
              DuringCommon
              
              
              Stock
              
              
              Paid-in
              
              
              DevelopmentStock
              
              
              Amount
              
              
              Capital
              
              
              Stages
              
              
              TotalBeginning
      balance, July 23, 2007
              
              
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Stock
      issued to Director on August 13, 2007
              
              
              1,500,000
              
              
              
              150
              
              
              
              14,850
              
              
              
              
              
              
              
              15,000Net
      loss, year ended August 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (9,027
              )
              
              
              (9,027
              )BALANCE
      AUGUST 31, 2007
              
              
              1,500,000
              
              
              
              150
              
              
              
              14,850
              
              
              
              (9,027
              )
              
              
              5,973Stock
      issued for cash on December 31, 2007@ 0.025 per
    share
              
              
              1,000,000
              
              
              
              100
              
              
              
              24,900
              
              
              
              
              
              
              
              25,000Net
      loss, year ended August 31, 2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,819
              )
              
              
              (18,819
              )BALANCE
      AUGUST 31, 2008
              
              
              2,500,000
              
              
              $
              250
              
              
              $
              39,750
              
              
              $
              (27,846
              )
              
              $
              12,154Stock
      issued to existing shareholders ofKahzam on May 12, 2009 @ 0.01
      per share
              
              
              4,000,000
              
              
              
              400
              
              
              
              39,600
              
              
              
              
              
              
              
              40,000Three
      for one split on May 12, 2009
              
              
              13,000,000
              
              
              
              1,300
              
              
              
              (1,300
              )
              
              
              -
              
              
              
              --
              
              
              
              -Net
      loss, year ended August 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (410,476
              )
              
              
              (410,476
              )BALANCE
      AUGUST 31, 2009
              
              
              19,500,000
              
              
              
              1,950
              
              
              
              78,050
              
              
              $
              (438,322
              )
              
              $
              (358,322
              )






F-4




KAHZAM,
      INC.(A
      Development Stage Company)STATEMENT
      OF CASH FLOWSJuly
      23, 2007(inception)Year
      Ended
              
              
              Year
      Ended
              
              
              throughAugust
      31,
              
              
              August
      31,
              
              
              August
      31,2009
              
              
              2008
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (410,476
              )
              
              $
              (18,819
              )
              
              $
              (438,322
              )Adjustments
      to reconcile increase(decrease) in net assets to cash provided by
      operating activities:Depreciation
              
              
              892
              
              
              
              -
              
              
              
              892Amortization
              
              
              1,861
              
              
              
              -
              
              
              
              1,861Changes
      in operating assets and liabilities:
              
              
              
              
              
              
              
              
              
              
              -(Increase)
      in other current assets
              
              
              (9,684
              )
              
              
              -
              
              
              
              (9,684
              )Increase
      in accounts payable
              
              
              288,316
              
              
              
              5,500
              
              
              
              293,816(Increase)
      in other assets
              
              
              (1,534
              )
              
              
              -
              
              
              
              (1,534
              )(Increase)
      in goodwill
              
              
              (39,400
              )
              
              
              
              
              
              
              (39,400
              )Increase
      in other payables
              
              
              43,577
              
              
              
              -
              
              
              
              43,577Increase
      in amounts due to related parties
              
              
              83,873
              
              
              
              -
              
              
              
              83,873Net
      cash (used in) provided by operating activities
              
              
              (42,576
              )
              
              
              (13,319
              )
              
              
              (64,922
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of property and equipment
              
              
              (13,853
              )
              
              
              -
              
              
              
              (13,853
              )Net
      (cash used) in investing activities
              
              
              (13,853
              )
              
              
              -
              
              
              
              (13,853
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
              
              
              1,700
              
              
              
              100
              
              
              
              1,950Additional
      paid in capital
              
              
              38,100
              
              
              
              24,900
              
              
              
              77,850Net
      cash used in provided by financing activities
              
              
              39,800
              
              
              
              25,000
              
              
              
              79,800(DECREASE)
      INCREASE IN CASH
              
              
              (16,628
              )
              
              
              11,681
              
              
              
              1,026CASH
      - BEGINNING OF YEAR
              
              
              17,654
              
              
              
              5,973
              
              
              
              -CASH
      - END OF YEAR
              
              $
              1,026
              
              
              $
              17,654
              
              
              $
              1,026








F-5




KAHZAM,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 August
31, 2009 and 2008
  
 1.
              DESCRIPTION
      OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES
  Nature of Operation. Kahzam,
Inc. (formally Centaurus Resources Corp.) (the Company) was incorporated on July
23, 2007 as Centaurus Resources, Inc., under the laws of the State
of  Delaware, and established a fiscal year end of August 31. On May
12, 2009, the Company acquired 100% of the issued and outstanding Common Stock
of Kahzam, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the
Company’s Common Stock.  Following this acquisition, the Company
completed a statutory merger, which became effective on May 31, 2009, and the
name of the Company was changed to Kahzam, Inc. (a Delaware
corporation).  Simultaneously with the merger, each Share of issued
and outstanding Common Stock of the Company was exchanged for three Shares of
new Kahzam, Inc. Common Stock.  As a result of these transactions, as
of June 1, 2009 the Company has 19,500,000 Shares of Common Stock issued and
outstanding.
  The
Company is considered a development stage enterprise as defined in Financial
Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting
for Development Stage Companies".  The Company has no revenue to date
and there is no assurance the Company will achieve a profitable level of
operations.
   Use of Estimates. The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
   Depreciation. Depreciation of
property and equipment is recorded using the straight-line method over the
estimated useful lines of the relative assets, which range as
follows:
 
 Furniture
      & Fixtures
              5-7
      yearsOffice
      Equipment
              5-7
      yearsComputer
      Software
              5    years
 
 The
company uses other depreciation methods (generally, accelerated depreciation
methods) for tax purposes where appropriate.
  F-6
 
 Concentration of Credit Risk.
Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist principally of cash and accrued expenses.
 
 The
Company's cash and cash equivalents are concentrated primarily in one bank in
the United States.  At times, such deposits could be in excess of
insured limits.  Management believes that the financial institution
that holds the Company financial instrument is financially sound and,
accordingly, minimal credit risk is believed to exist with respect to these
financial instruments.
   Earnings (Loss) Per Share.
Basic loss per common share is computed by dividing net loss by the weighted
average number of common shares outstanding during the specified
period.  Diluted loss per common share is computed by dividing net
loss by the weighted average number of common shares and potential common shares
during the specified period. The Company has no potentially dilutive
securities.
   Evaluation of long-lived
Assets. The Company reviews property and equipment for impairment
whenever events or changes in circumstances indicate the carrying value may not
be recoverable in accordance with guidance in SFAS No. 144 “Accounting for the
Impairment or Disposal of Long-Lived Assets.”  If the carrying value
of the long-lived asset exceeds the estimated future undiscounted cash flows to
be generated by such asset, the asset would be adjusted to its fair value and an
impairment loss would be charged to operations in the period
identified.
 
 
 Income Taxes. In February
1992, the Financial Standards Board issued Statement of Financial Accounting
Standard No.109 “Accounting for Income Taxes.” Under SFAS No. 109, deferred
assets and liabilities are recognized for the estimated future tax consequences
between the financial statement carrying amounts of the existing assets and
their respective basis.
 
 Deferred
assets and liabilities are measured using enacted tax rates in effect for the
year in which temporary differences are expected to be recovered or settled.
Under SFAS No. 109, the effect on deferred assets and liabilities of a change in
tax rates is recognized in the period that includes the enactment
date.  For the year ending August 31, 2009 and 2008 the effective
rates were:
  F-7
 
 The
differences between Federal income tax rates and the effective income tax rates
are:
 
 August,
      31
              
              
              August,
      312009
              
              
              2008Statutory
      federal income tax rate
              
              
              34 
      %
              
              
              
              34 
      %Valuation
      allowance
              
              
              (34)
              
              
              
              (34)Effective
      tax rate
              
              
              -  %
              
              
              
              -  %
  The
Company has a net operating loss carry forward as of August 31, 2009 of
approximately $415,390 which is offset by a 100% valuation allowance due to the
uncertainty surrounding the ultimate realization of these assets. The loss
carry-forwards expires at various dates through 2029.
 
 
 Fair Value of Financial
Instruments. For financial instruments including cash and accrued
expenses, it was assumed that the carrying amount approximated fair value
because of the short maturities of such instruments.
 
 
 New Financial Accounting
Standards. The Company does not expect that the adoption of other recent
accounting pronouncements will have a material impact on its financial
statements.
 
 
 2.
              GOING
      CONCERN
 
 As shown
in the accompanying financial statements, the Company incurred a net loss for
the year ended August 31, 2009 of $410,476 and cumulatively since inception
for the period July 23, 2007 to August 31, 2009 of $438,322. There is no
guarantee whether the Company will be able to generate enough revenue and/or
raise capital to support these operations. This raises substantial doubt about
the Company's ability to continue as a going concern.
 
 The
Company is currently raising working capital to fund its operations via a
private placement of common stock.
 
 
 3.
              BUSINESS
      ACQUISITION AND COMBINATION
 
 On May
12, 2009 the Company acquired 100% of the stock of Kahzam Inc, for shares valued
at $40,000.  The acquisition has been accounted for using the purchase
method pursuant to SFAS No. 141, “Business Combinations.”  Based on
the initial purchase price consideration the Company Goodwill in the amount of
approximately $39,600
  F-8
 
 4.
              FIXED
      ASSETS
 
 Equipment
are stated at cost and depreciated on the straight-line method over their
estimated useful lives of five to seven years.  Equipment consists of
the following:
  August
      31,
              
              
              August
      31,2009
              
              
              2008Computer
      software
              
              $
              9,307
              
              
              $
              -Furniture
      and Fixtures
              
              
              654
              
              
              
              -Office
      Equipment
              
              
              3,892
              
              
              
              -13,853
              
              
              $
              -Depreciation
              
              
              2,753
              
              
              
              -$
              11,110
              
              
              $
              0
 
 
 5.
              STOCKHOLDERS
      EQUITY
 
 The
Company has authorized 80,000,000 shares of $ 0.0001 par value common stock,
with 19,500,000 shares issued and outstanding.
 
 Details
of common stock issued:
 
 On August
13, 2007 the Company issued total of 1,500,000 shares of common stock to one
Director for cash in the amount of $0.01 per share for a total of
$15,000.
 
 On
December 31, 2007 the Company issued a total of 1,000,000 shares of common stock
for cash in the amount $ 0.025 per share for a total of $25,000.
 
 On May
12, 2009 the Company issued a total of 4,000,000 shares of common stock in
exchange for 100% of the Common Stock of Kahzam, Inc. a Florida
Corporation.  The shares were valued at $ 0.01 per share for a total
of $40,000.
  F-9
 
 6.
              COMMITMENTS
      AND CONTINGENCIES-
 
 The
Company rents office space in Boca Raton, Florida under an annual sublease that
commenced in April 2009. The total rent for 2009 was $31,962.  Future
lease expenses are approximately $95,900 annually.  The sublease was
made and entered into with a related party.
  
 7.
              RELATED
      PARTY TRANSACTIONS
 
 The
Company’s officers, directors and related companies have advanced funds to the
company for working capital. These advances are unsecured, bear no interest and
have no scheduled repayment. The total advanced during the period May 12, 2009
to August 31, 2009 was $80,373.
 
 
 8.
              RECENT
      ACCOUNTING PRONOUNCEMENTS
 
 In May
2007, the FASB issued FIN 48-1, Definition of Settlement in FASB
Interpretation No. 48 (“the FSP”), which provides guidance for
determining whether a tax position is effectively settled for the purpose of
recognizing previously unrecognized tax benefits.  Under the FSP, a
tax position could be effectively settled on completion of examination by a
taxing authority is the entity does not intend to appeal or litigate the result
and it is remote that the taxing authority would examine or re-examine the tax
position.  The Company does not expect that this interpretation will
have a material impact on its financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which
replaces SFAS No. 141, “Business Combinations,” which
establishes how an acquiring company recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed (including
intangibles) and any non-controlling interests in the acquired
entity.  SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  The Company does not expect that this interpretation will have
a material impact on its financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No.
51.”  SFAS No. 160 amends ARB 51 to establish accounting and
reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary.  It also amends certain of ARB 51’s
consolidation procedures for consistency with the requirements of SFAS No.
141(R).  SFAS No. 160 is effective for fiscal years beginning December
15, 2008.  The Company does not expect that this interpretation will
have a material impact on its financial statements.
  F-10




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending August 31, 2009.




ITEM 9A .   CONTROLS AND
PROCEDURES




Disclosure
Regarding Controls and Procedures




As of
August 31, 2009, we conducted an evaluation, under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective as of August 31, 2009.




Management’s
Report on Internal Control over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Management,
including the Chief Executive Officer and Chief Financial Officer, has conducted
an evaluation of the effectiveness of the Company’s internal control over
financial reporting as of August 31, 2009, based on the criteria for effective
internal control described in Internal Control — Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on its assessment, management concluded that the
Company’s internal control over financial reporting was effective as of August
31, 2009.




This
Annual Report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management’s report in
this Annual Report.




This
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.




Changes
in Internal Control over Financial Reporting




There was
no change in our internal control over financial reporting during the fiscal
year ended August 31, 2009 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.






Item 9B.  Other
Information




None.





34





PART
III





ITEM
10.  DIRECTORS AND EXECUTIVE OFFICERS





The
names, ages and titles of our executive officers and directors are as
follows:




Name
            Age
            PositionJ.
      Franklin Bradley
            64
            PresidentJames
      Lindsey
            70
            Vice
      Chairman & Corporate Development OfficerRichard
      C. Weiner
            59
            Chief
      Financial Officer






Executive
Officers and Directors




The
principal occupations for the past five years (and, in some instances, for prior
years) of each of our executive officers, present directors and proposed
directors are as follows:




J.
Franklin Bradley – Chairman and Chief Executive Officer


Frank
Bradley has created groundbreaking marketing, advertising, public/investor
relations and interactive solutions for major national and international
organizations over the past 30 years. He pioneered hospital marketing as the
first Vice President of Marketing and Communications for healthcare giant
Hospital Corporation of America (HCA).





Mr.
Bradley’s marketing and communications programs established guidelines and
standards for more than 450 HCA hospitals worldwide and the entire emerging
investor-owned healthcare industry. He integrated and unified the marketing
communications of all system hospitals acquired or managed by HCA and provided
consulting and crisis management services to this Fortune 100 Corporation and
its individual hospitals.  His work included establishment of Internet
and portal development systems for the corporate and individual facility
consumer and physician network.





Mr.
Bradley was Co-Founder, President and CEO of Notch-Bradley, Inc., the nation’s
first healthcare-only marketing communications agency. For 20 years,
Notch-Bradley served more than 250 healthcare clients (including the nation’s
three largest hospital companies) in 43 states and three foreign
countries.





The
agency also provided marketing and communications support for major trade
associations, physician groups and ownership corporations, industry equipment
and pharmaceutical manufacturers and payer entities within the healthcare
delivery arena.





As a
consultant for International Healthcare Management Systems & the Welcare
Hospital Group based in Dubai, United Arab Emirates, Mr. Bradley was
instrumental in expanding a single hospital and physician’s clinic organization
into a comprehensive Mid East regional healthcare management
system.





His work
with non-healthcare clients is also extensive, encompassing the entertainment,
retail, manufacturing and service industry segments.





Jim
Lindsey – Vice Chairman and Corporate Development Officer


Jim
Lindsey has more than thirty-five years of managerial, creative, and account
supervision experience with bottom line responsibilities for international,
national, and regional advertising agencies including Saatchi & Saatchi
Worldwide, Fairfax/Saatchi & Saatchi, McCaffrey & McCall, Hill
Holiday/Wakeman & DeForrest.





35





As Vice
Chairman of Saatchi & Saatchi Worldwide, Mr. Lindsey significantly
influenced and directed corporate development, specializing in West Coast and
Pacific Rim clients. He also served as Executive Vice President of Hill,
Holliday and Wakeman & DeForrest’s West Coast operations. And he has been
responsible for national and international agency operations involving business
development, marketing, advertising, and strategic planning for worldwide
clients including MGM/UA, Orion Films, Sears, Marriott Resorts, Mercedes Benz,
DeBeers, Int., T. Row Price, Geneva Corporation, Infinity, MONEX plus Epson
Computer Printer Products.  Other notable clients included Jenny
Craig, Shaw Industries, White Westinghouse, PacTel Cellular/Pacifictelecis,
Vartech, RCA, Sears, Mayflower, McDonalds, Carls Jr., Falcon Jets and The Cotton
Council.





While
Executive Producer of Metromedia Producers Group, Mr. Lindsey also created and
produced primetime specials and network series television releases.





Mr.
Lindsey has been honored with more than 50 Addy Awards, Clio Awards, and Golden
Quill Awards and has managed hundreds of millions of dollars of advertising
contracts with advertisers around the world.





Richard
Weiner, Chief Financial Officer


Mr.
Weiner has over 30 years of senior management experience in both financial and
operational positions with various corporations including Owner of Madison Steel
Processing, Medina General Inc and Vice President of Vital Products
Company.





In those
positions, Mr. Weiner has not only overseen operational management, sales,
purchasing, customer service and personnel staffing responsibilities, but also
the development and implementation of hardware and software
systems.





He also
has proven abilities to provide critical thinking in recognizing potential
problems, developing viable alternatives and implementing cost effective
actions.  All coupled with a commitment to continuous process
improvement.





Most
recently serving as both the CFO and COO of National Security Title in
Lighthouse Point, FL, Mr. Weiner oversaw all finances and operations in the
continuing expansion of that business.






Board
Committees




We have
not previously had an audit committee, compensation committee or nominations and
governance committee.  During our 2010 fiscal year, our board of
directors expects to create such committees, in compliance with established
corporate governance requirements.




Audit
Committee.  We plan to
establish an audit committee of the board of directors.  The audit
committee’s duties would be to recommend to the board of directors the
engagement of independent auditors to audit our financial statements and to
review our accounting and auditing principles.  The audit committee
would review the scope, timing and fees for the annual audit and the results of
audit examinations performed by the internal auditors and independent public
accountants, including their recommendations to improve the system of accounting
and internal controls.  The audit committee would at all times be
composed exclusively of directors who are, in the opinion of the board of
directors, free from any relationship which would interfere with the exercise of
independent judgment as a committee member and who possess an understanding of
financial statements and generally accepted accounting principles.




Compensation
Committee.  We plan to
establish a compensation committee of the board of directors.  The
compensation committee would review and approve our salary and benefits
policies, including compensation of executive officers.  The
compensation committee would also administer our proposed Incentive Compensation
Plan, and recommend and approve grants of stock options and restricted stock
under that plan.





36




Nominations and
Governance Committee.  We plan to establish a nominations and
governance committee of the board of directors.  The purpose of the
nominations and governance committee would be to select, or recommend for our
entire board’s selection, the individuals to stand for election as directors at
the annual meeting of stockholders and to oversee the selection and composition
of committees of our board.  The nominations and governance
committee’s duties would also include considering the adequacy of our corporate
governance and overseeing and approving management continuity planning
processes.






Term
of Office





Our
Directors are appointed to hold office until the next annual meeting of our
shareholders or until his or her successor is elected and qualified, or until he
or she resigns or is removed in accordance with the provisions of the Delaware
Revised Statutes. Our officer is appointed by our Board of Directors and holds
office until removed by the Board.






Director
Compensation




Directors
are expected to timely and fully participate in all regular and special board
meetings, and all meetings of committees that they may serve on.  We
expect to compensate non-management directors through stock option or restricted
stock grants under our proposed Incentive Compensation Plan, though we have not
determined the exact number of options or stock to be granted at this
time.  As of August 31, 2009, directors were not compensated for their
services as directors.






Indebtedness
of Directors and Executive Officers




None of
our executive officers or present or proposed directors, or their respective
associates or affiliates, is indebted to us.






Family
Relationships




There are
no family relationships among our executive officers and present or proposed
directors.






Legal
Proceedings




As of the
date of this current report, there are no material proceedings to which any of
our present or proposed directors, executive officers, affiliates or
stockholders is a party adverse to us.







SIGNIFICANT
EMPLOYEES





Ned
Barnett, Senior Vice President - Association Development Officer


Mr.
Barnett has more than 35 years of professional executive-level experience in
business, associations and government relations work, including direct
Association executive management positions (Executive Director, National
Kerosene Heater Association, Vice President, Tennessee Hospital
Association).  He is also widely regarded as an exceptional sales manager,
with in-depth sales management experience and a strong track record of success
for Associations and other non-profit organizations.  As a reflection of
this experience, Mr. Barnett was, in 1985, named the first Fellow in marketing
and public relations by the American Hospital Association.





37




Mr.
Barnett has helped for-profit corporations in the high-tech and
healthcare-related fields to generate new business through awareness (public
relations), marketing, advertising, direct sales management and related skill
areas.  He has written economic development speeches for two governors, led
trade groups on lobbying trips to Washington, and authored a hugely-successful
issues-management campaign for a coalition of 13 regional hospital
associations.  On behalf of a coalition of 34 non-profit associations, Mr.
Barnett has consulted with the President's Drug Czar on public communications
(PR) issues related to reducing teen use of drugs.  His experience in and
with Associations is extensive.




The
author of nine published books and an adjunct professor at two major state
universities, Mr. Barnett has earned two ADDY Awards and the Public Relations
Society of America's coveted Silver Anvil; in the Association field, he is the
only person to have ever earned four consecutive MacEachern Awards for
excellence in Association marketing communications.




Russ
Kirin, Senior Vice President - Chief Creative Officer


Russ
Kirin has a broad spectrum of experience in creating, writing and producing
high-level marketing communications for broadcast, print, multimedia and the
Internet. He has worked with major agencies and corporations such as
Burson-Marsteller, Bozell-Kamstra, Ketchum Communications, BrabenderCox,
Elias/Savion, Pittsburgh Public Broadcasting, printCafe, Westinghouse and ARCO
Chemicals.




Mr. Kirin
has provided integrated advertising, public relations and special events
services to international companies such as Union Carbide, Quaker State and PPG
Industries. He has created cutting-edge new media solutions. And he has worked
at the executive level to create, develop and implement integrated corporate and
marketing strategies, corporate branding and identity, strategic partnerships,
national promotional programs and strategic communications targeted to multiple
constituencies. Mr. Kirin received the Clio Award for creating and producing
innovative promotions for national sports apparel retailer The Athlete's
Foot.





CODE
OF ETHICS





We do not
currently have a code of ethics, because we have only limited business
operations and only one officer and two directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and
employees.





38





ITEM
11. EXECUTIVE COMPENSATION





MANAGEMENT
COMPENSATION




The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us for the period from our inception through to August 31, 2009:





Executive
Compensation




The table
below summarizes the compensation earned for services rendered to Centaurus
Research, Inc. (our predecessor company) and Kahzam, Inc. in all capacities, for
the years indicated, by its Chief Executive Officer and two most
highly-compensated executive officers other than the Chief Executive
Officer.




Annual
      Compensation
            
            
            Long-Term
      CompensationAwards
            
            
            PayoutsSecuritiesRestricted
            
            
            UnderlyingName
      and
            
            
            
            
            
            
            
            
            
            
            
            Other
      Annual
            
            
            Stock
            
            
            Options/
            
            
            LTIP
            
            
            All
      OtherPrincipal
            
            
            Fiscal
            
            
            Salary
            
            
            Bonus
            
            
            Compensation
            
            
            Award(s)
            
            
            SARs
            
            
            Payouts
            
            
            CompensationPosition
            
            
            Year
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            
            (#)
            
            
            ($)
            
            
            ($)Robert
      Weaver
            
            
            
            2007
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            15,000
            
            
            
            -
            
            
            
            -
            
            
            
            -James
      Lindsey
            
            
            
            2009
            
            
            
            30,000
            
            
            
            -
            
            
            
            -
            
            
            
            20
            
            
            
            -
            
            
            
            -
            
            
            
            -Franklin
      Bradley
            
            
            
            2009
            
            
            
            30,000
            
            
            
            -
            
            
            
            -
            
            
            
            20
            
            
            
            -
            
            
            
            -
            
            
            
            -Richard
      Weiner
            
            
            
            2009
            
            
            
            15,000
            
            
            
            -
            
            
            
            -
            
            
            
            150
            
            
            
            -
            
            
            
            -
            
            
            
            -




The
aggregate amount of benefits in each of the years indicated did not exceed the
lesser of $50,000 or 10% of the compensation of any named officer.




Options/SAR
Grants and Fiscal Year End Option Exercises and Values




We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.





39




There are
no current employment agreements between the company and its officer/director.





There are
no annuity, pension or retirement benefits proposed to be paid to any Officer,
Director or employee of the Company in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the company or any of its subsidiaries, if any.








ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information concerning the number of shares of
our common stock owned beneficially as of August 31, 2009 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the shareholder listed possesses sole voting and
investment power with respect to the shares shown.


Name(1)
            
            Number
      of
              Shares
              Beneficially
              Owned(2)
            
            
            Percentage
      of
              Shares
              Beneficially
              Owned(3)5%
      Stockholders:Group
      Molinari LLC
            
            
            6,000,000
            
            
            
            30.77%Vickie
      Ann Molinari C/F Francesca Molinari UNIF Trans Min ACT FL
            
            
            900,000
            
            
            
            4.62%Gabriella
      Molinari C/F Francesca Molinari UNIF Trans Min ACT FL
            
            
            900,000
            
            
            
            4.62%Vickie
      Molinari
            
            
            900,000
            
            
            
            4.62%Executive
      Officers, Present and Directors and Proposed Directors:Franklin
      Bradley
            
            
            200,001
            
            
            
            1.03%James
      Lindsey
            
            
            200,001
            
            
            
            1.03%Richard
      C. Weiner
            
            
            1,500,000
            
            
            
            7.69%






*
              Less
      than one percent.




(1)
            Unless
      otherwise indicated, the address of each person is c/o Kahzam, Inc., 1515
      South Federal Hwy., Suite 100, Boca Raton, FL
  33432.




(2)
            Unless
      otherwise indicated, includes shares owned by a spouse, minor children and
      relatives sharing the same home, as well as the entities owned or
      controlled by the named person.  Also includes shares if the
      named person has the right to acquire those shares within 60 days after
      September 1, 2009, by the exercise of any warrant, stock option or other
      right.  Unless otherwise noted, shares are owned of record and
      beneficially by the named person.




(3)
            The
      calculation in this column is based upon 19,500,000 shares of common stock
      outstanding on September 1, 2009.  The shares of common stock
      and shares underlying stock options are deemed outstanding for purposes of
      computing the percentage of the person holding such stock options but are
      not deemed outstanding for the purpose of computing the percentage of any
      other person.




40




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





None.








ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES





The total
fees charged to the company for audit services, including quarterly reviews,
were #12,000, audit-related services were $900, tax services were $0,
and  other services were $0 during the year ended August 31,
2009.





There
were no fees charged to the company for audit services, audit-related services,
tax services or other services for the year ended August 31, 2009.




41





PART
IV





ITEM
15. EXHIBITS





The
following exhibits are included with this filing:





Exhibit
              Number
            Description31.1
            Sec.
      302 Certification of CEO31.2
            Sec.
      302 Certification of CFO32.1
            Sec.
      906 Certification of CEO32.2
            Sec.
      906 Certification of CFO








SIGNATURES





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,
thereunto duly authorized.





KAHZAM,
INC.











October
      28, 2009
            by:
            /s/
      J. FRANKLIN BRADLEYJ.
      FRANKLIN BRADLEYPresident,
      CEO and DirectorOctober
      28, 2009
            by:
            /s/
      JAMES LINDSEYJAMES
      LINDSEYChairman
      and DirectorOctober
      28, 2009
            by:
            /s/
      RICHARD C. WEINERRICHARD
      C. WEINERChief
      Financial Officer








42