UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





FOR THE
QUARTERLY PERIOD ENDED NOVEMBER 30, 2009





Commission
File Number 333-146344








KAHZAM,
INC.


(Exact
name of registrant as specified in its charter)





CENTAURUS
RESOURCES CORP.


(Former
Name of Registrant)





Delaware


(State or
other jurisdiction of incorporation or





1515
South Federal Highway, Suite 100


Boca
Raton, FL 33432





(Address
of principal executive offices, including zip code)





Telephone
(561) 549-3131


(telephone
number, including area code)





Richard
Weiner


1515
South Federal Highway, Suite 100


Boca
Raton, FL 33432


(561)
549-3131


(Name,
address and telephone number of agent for service)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]





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," "non-accelerated
filer," and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.




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 [X] NO [ ]





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 22,530,002 shares as of January 08,
2010.


1


ITEM 1.
FINANCIAL STATEMENTS
 
 The
un-audited quarterly financial statements for the period ended November 30,
2009, prepared by the company, immediately follow.
 
 KAHZAM,
      INC.(A
      Development Stage Company)CONDENSED
      BALANCE SHEETS(Unaudited)As
      of
              
              
              As
      ofNovember
      30,
              
              
              August
      31,2009
              
              
              2009ASSETSCurrent
      assets:Cash
              
              $
              201
              
              
              $
              1,026Other
      current assets
              
              
              9,684
              
              
              
              9,684Total
      current assets
              
              
              9,885
              
              
              
              10,710Property
      and equipment, net
              
              
              10,411
              
              
              
              11,100Other
      assets, net
              
              
              1,534
              
              
              
              1,534Goodwill
              
              
              39,600
              
              
              
              39,600Intangible
      asset,net
              
              
              30,699TOTAL
      ASSETS
              
              $
              92,129
              
              
              $
              62,943LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
              
              $
              29,928
              
              
              $
              293,816Payroll
      liabilities
              
              
              84,620
              
              
              
              43,577Due
      to related parties
              
              
              25,389
              
              
              
              83,873Total
      current liabilities
              
              
              139,937
              
              
              
              421,265Total
      liabilities
              
              
              139,937
              
              
              
              421,265Stockholders'
      Equity (Deficiency):Common
      stock, par value $0.0001 per share; 80,000,000shares
      authorized: and 22,530,000 shares and 19,500,000 issuedand
      outstanding as of November 30, 2009 and August 31, 2009
              
              
              2,253
              
              
              
              1,950Additional
      paid-in capital
              
              
              502,747
              
              
              
              78,050Deficit
      accumulated during the development stage
              
              
              (552,808
              )
              
              
              (438,322
              )(47,808
              )
              
              
              (358,522
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              92,129
              
              
              $
              62,943
 
 See
accompanying notes.
 2
 
 KAHZAM,
      INC.(A
      Development Stage Company)CONDENSED
      STATEMENT OF OPERATIONS (UNAUDITED)July
      23, 2007(inception)Three
      Months
              
              
              Three
      Months
              
              
              throughNovember
      30,
              
              
              November
      30
              
              
              November
      302009
              
              
              2008
              
              
              2009REVENUES
              
              $
              229
              
              
              $
              -
              
              
              $
              229EXPENSES:Selling,
      general and administrative
              
              
              114,026
              
              
              
              5,530
              
              
              
              549,838Depreciation
      and amortization
              
              
              687
              
              
              
              -
              
              
              
              3,198Total
      expenses
              
              
              114,713
              
              
              
              5,530
              
              
              
              553,036Loss
      from operations
              
              
              (114,486
              )
              
              
              (5,530
              )
              
              
              (552,808
              )NET
      INCOME (LOSS)
              
              $
              (114,486
              )
              
              $
              (5,530
              )
              
              $
              (552,808
              )BASIC
      EARNINGS (LOSS) PER SHARE
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.06
              )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING
              
              
              9,420,989
              
              
              
              2,500,000
              
              
              
              9,420,989
 
 
 See
accompanying notes.
 3
  KAHZAM,
      INC.(A
      Development Stage Company)Condensed
      Statements of Changes in Shareholders' Equity (Deficiency)DefictAccumulatedCommon
              
              
              Additional
              
              
              DuringCommon
              
              
              Stock
              
              
              Paid-in
              
              
              DevelopmentStock
              
              
              Amount
              
              
              Capital
              
              
              Stages
              
              
              TotalBEGINNING
      BALANCE JULY 2, 2007
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Stock
      issued to Director on Auguest 13, 2007
              
              
              1,500,000
              
              
              
              150
              
              
              
              14,850
              
              
              
              
              
              
              
              15,000Net
      loss, year ended Auguest 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (9,027
              )
              
              
              (9,027
              )BALANCE
      AUGUEST 31, 2009
              
              
              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 Auguest 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,819
              )
              
              
              (18,819
              )BALANCE
      AUGUEST 31, 2008
              
              
              2,500,000
              
              
              $
              250
              
              
              $
              39,750
              
              
              $
              (27,846
              )
              
              $
              12,254Stock
      issued to existing shareholders ofKahzam
      on May 2, 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 Auguest 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (410,476
              )
              
              
              (410,476
              )Balance
      Auguest 31, 2009
              
              
              19,500,000
              
              
              
              1,950
              
              
              
              78,050
              
              
              $
              (438,322
              )
              
              $
              (358,322
              )Stock
      issued for cash September 1, 2009
              
              
              125,000
              
              
              
              13
              
              
              
              124,987
              
              
              
              
              
              
              
              125,000@
      0.14026 per share
              
              
              2,905,002
              
              
              
              290
              
              
              
              299,710
              
              
              
              
              
              
              
              300,000Net
      loss, for the period November 30, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (114,486
              )
              
              
              (114,486
              )BALANCE
      NOVEMBER 30, 2009
              
              
              22,530,002
              
              
              
              2,253
              
              
              
              502,747
              
              
              
              (552,808
              )
              
              
              (47,808
              )
 
 
 See
accompanying notes.
 4
  
 
 KAHZAM,
      INC.(A
      Development Stage Company)CONDENSED
      STATEMENT OF CASH FLOWS (UNAUDITED)July
      23, 2007Three
      months
              
              
              Three
      months
              
              
              (inception)ending
              
              
              ending
              
              
              throughNovenber
      30,
              
              
              Novenber
      30,
              
              
              August
      31,2009
              
              
              2008
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (114,486
              )
              
              $
              (5,530
              )
              
              $
              (552,808
              )Adjustments
      to reconcile increase(decrease) in net assetsto
      cash provided by operating activities:Depreciation
              
              
              223
              
              
              
              -
              
              
              
              1,115Amortization
              
              
              465
              
              
              
              -
              
              
              
              2,326Changes
      in operating assets and liabilities:
              
              
              
              
              
              
              
              
              
              
              -(Increase)
      in other current assets
              
              
              -
              
              
              
              -
              
              
              
              (9,684
              )(Decrease)/increase
      in accounts payable
              
              
              (263,888
              )
              
              
              (5,500
              )
              
              
              29,927(Increase)
      in other assets
              
              
              -
              
              
              
              -
              
              
              
              (1,534
              )(Increase)
      in goodwill
              
              
              -
              
              
              
              -
              
              
              
              (39,600
              )Increase
      in payroll liabilities
              
              
              41,044
              
              
              
              -
              
              
              
              84,621(Decrease)/increase in amounts due to related
      parties
              
              
              (58,484
              )
              
              
              -
              
              
              
              25,389Net
      cash (used in) operating activities
              
              
              (395,126
              )
              
              
              (11,030
              )
              
              
              (460,247
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of property and equipment
              
              
              -
              
              
              
              17,654
              
              
              
              (13,853
              )Purchases
      of  intangible property
              
              
              (30,699
              )
              
              
              -
              
              
              
              (30,699
              )Net
      (cash used) in investing activities
              
              
              (30,699
              )
              
              
              17,654
              
              
              
              (44,552
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
              
              
              303
              
              
              
              -
              
              
              
              2,253Additional
      paid in capital
              
              
              424,697
              
              
              
              -
              
              
              
              502,747Net
      cash provided by financing activities
              
              
              425,000
              
              
              
              -
              
              
              
              505,000(DECREASE)
      INCREASE IN CASH
              
              
              (825
              )
              
              
              6,624
              
              
              
              201CASH
      - BEGINNING OF YEAR
              
              
              1,026
              
              
              
              -
              
              
              
              -CASH
      - END OF YEAR
              
              $
              201
              
              
              $
              6,624
              
              
              $
              201
 
 
 See
accompanying notes.
 5
 
 KAHZAM,
INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 November
30, 2009 and August 31, 2009
 
 
 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.
 
 On
September 1, 2009 The company received $425,000, of which $125,000 shall be paid
and satisfied at closing by certified bank draft or wire transfer equaling
125,000 Shares of fully-paid and non-assessable Common Stock of Kahzam, Inc. and
the balance of $300,000 shall be paid by the conversion into 2,905,002 Shares of
Common Stock and the cancellation of $300,000 in currently outstanding Demand
Promissory Note and assigned accounts payables. As a result of these
transactions, as of November 30, the Company has 22,530,002 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.
 
 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.
  6
 
 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:
 
 The
differences between Federal income tax rates and the effective income tax rates
are:
 
 November
      30
              
              
              August,
      312009
              
              
              2009Statutory
      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.
 
 GOING
CONCERN
 
 As shown
in the accompanying financial statements, the Company incurred a net loss for
the year ended November 30, 2009 of $114,485 and cumulatively since
inception for the period July 23, 2007 to November 30, 2009 of $552,808. 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.
 
 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
  7
  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:
  November
      30,
              
              
              August
      31,2009
              
              
              2009Computer
      software
              
              $
              9,307.00
              
              
              $
              9,307Furniture
      and Fixtures
              
              
              654.00
              
              
              
              654Office
      Equipment
              
              
              13,853
              
              
              
              3,892$
              
              
              
              $
              13,853Depreciation
              
              
              3,441.25
              
              
              $
              2,753$
              10,441.49
              
              
              $
              11,110
 
 STOCKHOLDERS
EQUITY
 
 The
Company has authorized 80,000,000 shares of $ 0.0001 par value common stock,
with 22,530,002 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.
 
 On
September 1, 2009 The company received $425,000, of which $125,000 shall be paid
and satisfied at closing by certified bank draft or wire transfer equaling
125,000 Shares of fully-paid and non-assessable Common Stock of Kahzam, Inc. and
the balance of $300,000 shall be paid by the conversion into 2,905,002 Shares of
Common Stock and the cancellation of $300,000 in currently outstanding Demand
Promissory Note and assigned accounts payables.
  COMMITMENTS
AND CONTINGENCIES
 
 The
Company rents office space in Boca Raton, Florida under an sublease that
commenced in April 2009.  Total rent for September 1 thru November 30,
2009 was $24,000. Future lease expenses are approximately $8,000.00 monthly. The
sublease was made and entered into with a related party.
 
 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 September 1,
2009 to November 30, 2009 was $17,000.00
  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.
 
 Subsequent
Events - Entry Into A Material Definitive Agreement
 
 On
December 23, 2009, the Registrant entered into an Agreement to acquire 100% of
the capital stock of TeCOUP.com, LLC, a Tennessee Limited Liability Company, in
exchange for 2,000,000 Shares of the Registrant’s Common Stock.  The
Agreement is subject to the completion of an audit of the financial statements
of TeCOUP as well as final approval by the Boards of Directors of both
parties.   The transaction is expected to close on or before
January 15, 2010.
 
 ITEM 2.
MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
 
 BUSINESS
OVERVIEW
 
 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.
 
 On
September 1, 2009 The company received $425,000, of which $125,000 shall be paid
and satisfied at closing by certified bank draft or wire transfer equaling
125,000 Shares of fully-paid and non-assessable Common Stock of Kahzam, Inc. and
the balance of $300,000 shall be paid by the conversion into 2,905,002 Shares of
Common Stock and the cancellation of $300,000 in currently outstanding Demand
Promissory Note and assigned accounts payables. As a result of these
transactions, as of November 30, the Company has 22,530,002 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.
  9
 
 BUSINESS OPERATIONS OF THE
COMPANY
  Introduction
  Kahzam is
developing and offering a comprehensive platform of next-generation online
search and portal services. The Kahzam platform features fully integrated
multimedia content, social networking, e-commerce and advertising that can be
customized to meet the diverse needs of individual Associations, Affinity Groups
and other similar organizations, as well as their millions of individual
members. Kahzam can rapidly achieve significant market penetration, aggregate a
large, highly segmented, “captive” and loyal consumer base, and effectively
monetize this $30 billion market through multiple revenue streams. And Kahzam
can achieve all of this without incurring the costs of direct competition with
other well-established search/portal companies.
  Kahzam’s
aggregated, segmented, captive and loyal audience represents a “mother lode” for
marketers. Adverse economic conditions, a highly fragmented media marketplace
and ever more sophisticated and elusive consumers are forcing marketers to spend
their advertising dollars more effectively and efficiently. They are turning
away from traditional broadcast and print advertising and embracing
Internet-driven marketing campaigns that precisely target consumers via data
gleaned from behavioral tracking and social networking.
  Kahzam
has been specifically designed to deliver these targets. However, Kahzam’s
proprietary business intelligence capabilities provide far more than mere data
profiles. They provide real and valuable consumer perceptions, preferences and
insights that will enable advertisers to craft laser-focused messages and offers
that speak directly to individual consumers. As a
result, Kahzam is poised to carve out a significant share of the estimated $23
billion U.S. Internet advertising market.
  Proposed
Acquisition of TeCOUP.com, LLC
  On
December 23, 2009, the Company entered into an Agreement to acquire 100% of the
capital stock of TeCOUP.com, LLC, a Tennessee Limited Liability Company, in
exchange for 2,000,000 Shares of the Company’s Common Stock.  The
Agreement is subject to the completion of an audit of the financial statements
of TeCOUP as well as final approval by the Boards of Directors of both
parties.   The transaction is expected to close on or before
January 15, 2010.
  TeCOUP is
a progressive marketing company that can deliver SMS text coupon savings to any
cell phone. This effective, affordable, “green” advertising medium is undeniably
the future of direct marketing. While businesses and consumers continue to rely
on coupon savings – especially in the current economy – traditional coupon
delivery media, such as newspapers, magazines and printed direct mail, have
become far less effective. Print readership and relevance is plummeting.
Advertisers are demanding much higher performance and complete accountability at
a much lower cost. TeCOUP’s business model delivers incredible value to
businesses and consumers, as well as 100% measurable results, at a fraction of
the cost of traditional print coupon campaigns.
  SMS text
messaging is the most widely used data application on the planet. More than 136
million Americans send and receive text messages on their cell phones. More than
80% of cell phone users have their phones with them at all times. And more than
90% of all text messages are
read. So, when cell phone users were asked,”What is the best way for
companies to interact with you?” They said, “Send us deals and coupons!” TeCOUP
has answered that call.
  Currently,
TeCOUP can provide real-time coupon delivery to 55 million cell phone users.
This database can be targeted by state, zip code and/or area code. However, the
company is implementing an aggressive, regional, grass roots branding and viral
marketing plan that will significantly expand and enrich this database with
millions of new, mobile-driven consumers and dozens of targetable behavioral
marketing attributes. While the plan focuses on young people, college students,
sports and event enthusiasts, and other savvy members of “Generation Text,”
TeCOUP expects a high degree of acceptance among all demographic, psychographic
and behavioral groups.
  TeCOUP’s
patent-pending delivery service employs “long code” technology (already approved
for use on all 17 major US carriers) that allows any cell phone in the world
equipped with SMS services to interact with its database.
It enables mobile consumers to enter a product or service category, or a
merchant name (in 23 languages), and instantly receive any available discounts
or coupons in the form of SMS text message.
  10
  The
interactive database also lets consumers choose their coupons, choose their
preferred store location and even have the location’s GPS coordinates or map
directions sent directly to their phones. Consumers can also search their
current location (e.g. Pizza 37027) to instantly find the best and closest
deals. Once a TeCOUP coupon is downloaded to a cell phone, consumers can redeem
it – not just one time, but as many times as they wish until the offer expires –
simply by displaying the message on their phone at the point of
purchase.
  Both the
consumer and merchant markets are absolutely ready for TeCOUP. Presently, only
1% of all US coupons are delivered to cell phones. However, credible industry
research indicates that, by 2011, more than three billion text coupons will be
issued to mobile consumers. This will represent almost seven billion dollars in
redeemed discounts. The opportunities for market and profitability growth are
real and significant.
  Today,
almost every viable consumer has a cell phone. And TeCOUP hits consumer’s right
where they live – on their
cell phones. With its patent-pending technology, enormous, interactive
database and 100% measurable results, TeCOUP is ideally positioned to lead the
next, great direct marketing revolution – SMS text coupons.
  Kahzam
Business Overview
  Kahzam’s
primary objective is to build a profitable, long-term business by becoming the
leading online search and portal services company focused on serving the diverse
needs of membership-driven organizations in the Association and Affinity Group
space. This market also includes religions, charities, NGOs, non-profits and
other similarly structured organizations.
  Kahzam
will develop and deliver indispensable products, services, experiences, benefits
and value to these organizations, as well as their members, employees and
business partners. As a result, Kahzam can deepen the engagement of all
Association stakeholders while helping Associations and Affinity Groups achieve
greater member satisfaction and loyalty.
  Kahzam’s
proprietary secure search/portal technology platform fully integrates search,
personalized multimedia content and social networking capabilities. It provides
state-of-the-art e-commerce and advertising delivery, tracking and analytics. It
also provides seamless distribution across multiple channels and devices,
as well as the flexibility and reliability to meet the most demanding enterprise
needs. And Kahzam’s comprehensive technical support team ensures an optimal
experience for all users, clients, publishers, developers and
marketers.
  The
majority of Kahzam’s revenue will be generated by advertising sales, e-commerce
commissions and sponsorships enabled through the search/portal platform. Kahzam
will provide a “white label” version of its search/portal to any qualified
Association or Affinity Group at no charge to the organization or its members.
Each Association will also receive a share of all revenue generated by its
search/portal. This no-cost, revenue-sharing model virtually assures rapid,
substantial market penetration and enthusiastic Association
support.
  In
addition to providing a full spectrum of “white-label” solutions to Associations
and Affinity Groups, Kahzam will also offer branded online search capabilities,
featuring enhanced privacy and security, to individual consumers via its
“public” portal. Kahzam will also license its proprietary search engine
technology to websites that wish to include a “Powered by Kahzam” search
functionality within their domains.
  Kahzam
maintains a vast index of websites and other online content that is freely
available to all Internet users via the search engine. Kahzam’s automated search
technology helps anyone obtain nearly instant access to relevant information
from its extensive index.
  The
Kahzam search/portal platform and business model coupled with the exponential
growth of the Internet as an advertising and commercial medium will lead to
consistent and significant revenue generation and sustained bottom-line
growth.
  To this
end, Kahzam has assembled a team of experienced professionals from the world’s
most respected top-tier technology, marketing and advertising firms. These
professionals exemplify leadership, optimism, determination and trust. They also
possess the qualities critical to sustainable, profitable success: a disciplined
approach, a focus on accountability, self-confidence and an exceptional capacity
to balance short-term results with long-term goals.
  11
  Key
Business 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, privacy and enterprise markets,
Kahzam’s goal is to gain 1% of the total multi-billion dollar search engine
market.
  Association
Market Readiness
  The
current economic downturn has triggered restructurings and consolidations within
the Association/Affinity Group sector. As a result, more and more Associations
are aggressively searching for additional ways to improve member services and
generate additional non-dues income. Based on proprietary research into this
market space, Kahzam has determined and validated that this is creating an
immediate and significant marketing opportunity.
  Advertiser
Market Readiness
  Direct
response tactics such as online search and social networking activities continue
to experience solid growth, even in this economy. Online advertising achieved
more than 20 percent revenue growth in 2008. All other advertising media except
“in-cinema” ads saw measurable losses in revenue. According to advertising
agencies, media buyers, publishers and third-party Internet monitoring
organizations, marketers will continue to shift an increasing percentage of
their total advertising and related marketing budgets from traditional media to
digital media channels. Online and search engine advertising are the fastest
growing, most accountable and most cost-effective methods of advertising
available.
  Key
Business Partners in Place
  Kahzam
has secured agreements with key synergistic media, marketing, market research,
public relations, strategic planning, search engine optimization, and financial
services business partners. Kahzam will continue to identify, target and pursue
relationships with individuals and organizations that can increase its market
penetration, diversity and profitability.
  Key
Strategic Plans Complete
  Kahzam
has completed a comprehensive Strategic Development Plan, which includes a
strong, integrated public relations and marketing plan specifically designed to
bring Kahzam to market rapidly and to position Kahzam for sustained, long-term
growth.
  Customer
Acquisition
  Based on
market growth and demand analysis, Kahzam expects to secure a minimum of 500
Association/enterprise clients by the end of Year 1, an additional 3,000 clients
in Year 2, and an additional 7,000 clients by the end of Year 3.
  Defining
Kahzam’s Primary Market
  The
Kahzam Strategic Development Plan provides an analysis of the current, highly
competitive consumer online search market, as well several potential niche
markets.
  According
to the December 2008 Core Search Report, among the top search
engines:
  ·
              Consumers
      chose Google sites for more than 8 billion of the 12.7 billion total
      searches conducted during this month – this represents 63.5% of all
      searches among the top five search
entities
  ·
              Yahoo
      sites totaled 20.5% (2.6 billion) of all searches and Microsoft sites
      totaled 8.3% (1.1 billion) of all 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
actually little competition between the top search engines. Google is gaining
new market share, despite aggressive new product and service offerings from
Yahoo and Ask.com. Microsoft’s bing is showing significant growth. However, its
new approach to online searches has yet to be fully validated by the
marketplace.
  12
  Most
individual consumers have 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 or desire 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 or redirected market share away from the “Big Five.” Instead, those
consumers who desire a private and secure search/portal remain a relatively
small, but nonetheless valuable subset of the total search market.
  However,
despite this competition and the established market share of the “Big Five,”
Kahzam has identified a distinct 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 America alone. These can be divided into several broad
categories:
  ·
              Trade,
      Business and Commercial
  ·
              Environmental
      and Agricultural
  ·
              Legal,
      Governmental, Public Administration, and
  Military
  ·
              Engineering,
      Technological and Natural/Social
Sciences
  ·
              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
  There is
an Association for virtually every conceivable professional and personal
interest. Although exact numbers are difficult to ascertain, it is safe to say
that tens of millions of Americans belong to some form of Association. According
to the American Society of Association Executives (ASAE), Associations generated
more than $33 billion in revenues nationally and held more than $50 billion in
assets in 2006.
  13
  The vast
majority of Associations are now actively searching for a wide range of
web-delivered solutions that provide real benefits and add substantial value to
their members and other stakeholders. This traditionally conservative market is
becoming ever more receptive to new technology, as well as new relationships
with appropriate marketers (via advertising, e-commerce and sponsorships) that
help gain and retain members and generate additional, non-dues
income.
  Each
category above also represents literally thousands of highly defined market
segments. Each of these segments contains thousands or even millions of
individual consumers with similar demographic and psychographic characteristics,
as well as similar interests, needs and preferences. As a result, each segment
is extremely valuable to any marketer seeking to communicate and build
relationships with those consumers.
  Clearly,
the Association market (along with the related Affinity Group market) represents
a series of enormous marketing and revenue-generating opportunities. And Kahzam
is positioned to bring Associations and marketers together in a completely new
and highly profitable way.
  
  The
Kahzam Association Solution
  By
developing and delivering a comprehensive “white-label” version of our “public”
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 penetrate, satisfy, own and grow this
market.
  Using
this strategy, Kahzam can:
  1)      Rapidly
achieve significant search, advertising and e-commerce market
share,
  2)      Aggregate
a large, segmented, “captive” and loyal user base through websites that feature
a high degree of “stickiness,” and
  3)      Monetize
portal usage through multiple revenue streams.
  The
benefits to both Associations and Kahzam are clear:
  ·
              The
      Association appears to be providing its members with the portal’s
      comprehensive and valuable suite of services at no charge to the members,
      thus increasing the real and perceived value of Association membership and
      strengthening the Association’s membership value
    proposition
  ·
              The
      Association realizes additional, alternate, non-dues income (from shared
      advertising and e-commerce revenue) at little or no
  expense
  ·
              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 constituencies, including members,
      vendors, strategic partners and sponsors, as well as the significant
      revenue streams they enable
  ·
              Kahzam
      can achieve all of this without incurring the costs of direct competition
      with other established mass-market search/portal solution
      providers
  The
Kahzam “Public” Portal
  This
portal configuration will be available to any web user. It will include the
following features and capabilities:
  1)
              Multimedia
      – a state-of-the-art media play will stream video and audio, live Webcasts
      and Podcasts, as well as advertising and other commercial
      messages.
  ·
              Kahzam
      has a unique multimedia content and advertising delivery system that is
      100% web based. This allows Kahzam to make an infinite number of
      content channels available to its clients. It also empowers Kahzam’s
      clients to create and
      broadcast their own content. This represents a major competitive
      advantage for Kahzam.
  ·
              Kahzam
      has a specialized ad insertion module that enables paid advertisers to
      upload their ads to targeted sites and create detailed performance
      tracking and analytic reports in real time. This will help make Kahzam
      even more attractive to marketers – especially
  advertisers.
  14
  2)
              Search
      – the Kahzam full-service Internet search engine that displays search
      criteria, search results, sponsored results and Kahzam proprietary
      classified ads and other
advertising.
  3)
              e-Commerce
      – populated with Kahzam “standard” e-stores and user-selectable e-store.
      This includes a shopping comparison engine and a clearinghouse for
      advertisers, sponsors and store discounters and special offers as well as
      access to a Kahzam community discount/rewards
  program.
  4)
              Information
      – user-selectable news sources, Kahzam standard news sources and
      programmable weekly/monthly pre-packaged content feeds. This also includes
      user-selectable financial news and information sources and Kahzam standard
      sources. It incorporates a stock “ticker” and enables customized user
      portfolios.
  ·
              Kahzam
      will feature TradersNation, one of the most respected and popular
      television programs dedicated to covering micro-cap and small-cap
      companies. The hour-long daily broadcast is syndicated across 185
      affiliate and station clearances, reaching 20 million homes and millions
      of investors.
  ·
              TradersNation
      also spans the Internet in syndication on ten times more financial
      websites than any other similar program. It is the only small-cap
      financial program available via Apple
iTunes.
  5)
              Lifestyle
      Content – including a dating site (an incredibly rich and valuable source
      of consumer profile data), entertainment, gaming, weather, maps, Yellow
      Pages and travel planning and purchasing, as well as real estate and job
      listings.
  6)
              Social
      Networking – featuring Kahzam’s full-service email system with real-time
      email alerts, Instant Messenger, Kahzam standard and user-created chat
      rooms and bulletin boards and opinion polling. Once again, all Kahzam
      communication, profiling and social networking features will yield
      valuable consumer data and business
  intelligence.
  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 public 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
      proprietary “programming,” such as Webinars, Web teleconferences, “news”
      reports and legacy video programs
  ·
              Create
      a secure, virtual, Association-specific, members-only Intranet for
      member-to-member communication and social
  networking
  ·
              Operate
      proprietary e-stores 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
  ·
              Provide
      members with Association news and targeted breaking news along with
      weekly/monthly, pre-packaged news feeds from the
    Association
  ·
              Post
      jobs available in the Association’s specific industry or interest area, as
      well as jobs available within the
Association
  ·
              Offer
      a full-featured, members-only social network with page creation and
      management software, as well as member blog page creation and management
      software
  ·
              Offer
      a 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
  ·
              Create
      and manage member-targeted surveys, polls and
  quizzes
  ·
              Allow
      Association members to send general and targeted “HelpMe!” alerts to
      arrange ad hoc brainstorming/problem-solving sessions in the members-only
      Discussion Center
  Kahzam
will also provide a comprehensive “backroom” environment that enables
Association administrators to control and manage all of this capability and
content.
  15
  Beyond the
Portal
  The
TeCOUP Advantage
  With the
successful acquisition of TeCOUP, Kahzam will add yet another high-growth profit
center and dramatically enhance its data aggregation and database marketing
capabilities, especially in the mobile phone space. However, SMS coupon delivery
services will also provide a powerful means to help rapidly and effectively
drive consumer and marketer acceptance and usage of Kahzam’s public and white
label portals.
  These
services will be structurally integrated into Kahzam’s public and white label
portals as a cornerstone of its advertising and e-commerce capabilities. They
will be branded by Kahzam on the public portal and by each Association client
via its white label portal.
  Each
entity will be able to leverage continuing programs of “Kahzam-only” or
“members-only” hyper-discounts from advertisers and e-commerce merchants. These
will act as incentives/rewards for portal usage by consumers and members. They
will also further attract and reward advertisers and merchants seeking to
connect directly with Kahzam’s mass-market and/or highly targeted niche market
Association consumers.
  This
“TeCOUP on the Inside” advantage can also extend to Kahzam search usage, with
exclusive, Kahzam-only offers and discounts delivered at the point of search and
tied to individual listings and/or classified ads on the Kahzam search results
page. Coupon delivery can also be integrated into the keyword system within the
social networking engine on each Association portal.
  All of
these opportunities provide additional real and valuable reasons why consumers
and marketers should choose Kahzam over other search/portal sites. They add yet
another factor that strengthens the Association Value Equation, increases the
potential for alternate, non-dues income and makes the Kahzam white label portal
program even more attractive to Associations. And they can make a significant,
positive impact on Kahzam’s overall market penetration and bottom-line
profitability.
  Key
Kahzam Business Partners
  Kahzam
has several strategic business partnerships already in place. Chief among these
are Group Molinari, LLC and several of its affiliates, one being, ProMark Data
& Media Group, LLC. These partnerships can generate tremendous synergies
that amplify Kahzam’s appeal to Associations and advertisers, as well as magnify
multiple revenue streams.
  ProMark
is a full-service database direct marketing company with a huge double-opt-in
database of tens of millions of email addresses and many of them having matching
mobile phone numbers. Kahzam will be able to use this database to drive
potentially millions of new users to Kahzam’s public portal.
  Kahzam
will feed ProMark a constant stream of comprehensive data profiles from
individual users and Association members, as well as exhaustive, proprietary
Differentiated Business Intelligence from Kahzam search/portal usage in all
markets and across all delivery channels. As a result, ProMark will be able to
provide critical list append services to Associations and deliver even more
precise behavioral targeting information and direct email/mobile marketing
capabilities to Kahzam advertisers and marketers.
  These
capabilities will intensify Association and member usage of Kahzam’s portal.
They will provide advertisers and marketers with additional ways of reaching
highly targeted consumers. And they will generate huge amounts of fresh
behavioral and DBI data for Kahzam and ProMark.
  16
  Additional
Association Synergies
  In the
course of building its Strategic Development Plan, Kahzam conducted extensive
research in the Association and Association management markets to establish the
validity of its business model and the demand for its proposed products and
services. The response was extremely positive and enthusiastic. As a result,
Kahzam believes these markets can be opened and exploited rapidly and
effectively.
  Kahzam
also knows that once the Association doors open and the Company is welcomed as a
valued and trusted strategic ally, many additional revenue-generating
opportunities may become available. Kahzam is prepared to take full advantage of
these relationships, as well as the significant business opportunities and
revenue streams they present.
  The
Association Foundation Market
  All
Associations provide their members with a “community of interest,” as well as
opportunities for communication and networking to further this shared interest.
This is one of the key factors that justifies continued paid member
participation in any Association. However, members also expect Associations to
provide education, training and other development resources that deepen and
enrich their professional or personal interests and experience. This proprietary
content gives members a competitive edge, a distinct advantage over others in
their field of interest who are not Association members.
  Kahzam
provides Associations with a members-only social network that delivers this
content and provides Association websites with an unprecedented level of
“stickiness,” the “Holy Grail” of website attributes. But not only does Kahzam
provide the technology platform that empowers productive communication,
networking and community development, it also creates the content that
Associations need to satisfy and retain dues-paying members, as well as to
attract new members to these organizations.
  Almost
every Association has an integral Foundation that accepts tax-exempt donations
from members and external sources. Typically, these Foundations have endowments
that far exceed the annual operating budgets of the Associations they serve. A
conservative estimate of the value of the Association Foundation market is well
in excess of $33 billion.
  Each
Foundation is required to spend a percentage of its total assets each year on
various internal and external programs and initiatives that help fulfill the
mandates specified in its charter. These can include member education, training
and development programs, fundraising and membership campaigns, as well as
issue, community and government awareness initiatives, and programs to further
specific Association and Foundation missions, objectives and causes. All of
these programs and initiatives require sophisticated, customized multimedia
content – content Kahzam is ideally positioned to produce.
  Most
Associations also require a physical presence at various tradeshows,
conventions, conferences and even public venues. These requirements, which can
encompass installations, exhibits, displays, booths and all of the ancillary
multimedia information and support materials, play directly to Kahzam’s
strengths in interactive learning, immersive experience and multimedia
production.
  The
Kahzam revenue-sharing, community-building search/portal solution is the key
that unlocks the Association market’s vault of marketing potential. Its
marketing, education and training, media production and business intelligence
muscles empower the Company to fully capitalize on the enormous wealth of
additional, golden opportunities waiting inside.
  Beyond
the Association Market
  For all
of its incredible potential, the Association market may only offer a glimpse of
what Kahzam can accomplish in the corporate enterprise marketplace. Kahzam can
combine its search/portal platform, marketing, business intelligence, brand
immersion, education and training, content creation and content distribution
capabilities to deliver a fully integrated, web-based Enterprise Communication
and Development Solution to businesses of any size in any sector. From concept
to content on-demand, from advertising to analytics, from e-learning to
e-commerce, from end to end, Kahzam can create a critical mass of opportunity,
revenue and profitability in the corporate space.
  17
  The
Kahzam 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 lead service
markets:
  1)      Associations,
association-like organizations and affinity groups,
  2)      The
privacy-focused Internet public, and
  3)      The
enterprise communications market
  will have
its 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 the authoritative industry voice in the rapidly
evolving search engine marketplace, as well as in the emerging Web 2.0/3.0
person-to-person communications marketplace.
  Through
the business and consumer media, Associations, Affinity Groups, enterprise and
consumer markets will see Kahzam as their “first-choice” for making the most of
their Internet experience. To do this, Kahzam will create a professional and
bottom-line-focused PR-driven marketing and 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.
  Revenue
Streams
  Kahzam
Direct Revenue
  Kahzam’s
primary revenue streams will be driven by independent, negotiated revenue
sharing agreements with individual Association clients and individual
Association management companies. These companies provide “virtual staffing,”
centralized management, group purchasing and high-level technology services for
multiple small and mid-sized Associations. “Closing” just one of these
management companies will represent a “sale” to anywhere from 50 to 250
Associations; and because the Association management companies may choose to
share in the ad revenue, there is strong reason to believe that these sales will
be quick and decisive.
  Generating
online advertising 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. Over time, revenue from general consumer use of
the Kahzam public portal will become significant as Association members become
loyal Kahzam users outside of their Association portal. This will be enhanced as
various marketing and public relations strategies begin to attract large numbers
of new, individual users.
  There is
an enormous potential for Kahzam e-commerce direct revenue and client revenue
sharing opportunities. These include:
  ·
              Association
      advertising and sponsorships
  ·
              Association
      e-commerce and affinity marketing
  ·
              Premium
      content subscriptions
  ·
              Proprietary
      Association database marketing
  Additional
and distinct streams will also help generate the revenue returns projected for
Kahzam. These include:
  ·
              Keyword
      advertising
  ·
              Proprietary
      classified box ads
  ·
              PPC
      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
  websites
  ·
              Kahzam
      e-commerce
  Packaging
and reselling/renting/leasing database information gathered on Kahzam’s
members-only social networking platform along with information gathered on
Association members who use the Kahzam-provided Intranets and
portals.
  18
  The
Bottom Line
  Because
of Kahzam’s initial primary focus on the Association and Affinity Group markets,
the Company expects to rapidly and efficiently aggregate a large, diverse and
captive universe of users. This audience will already be highly and precisely
segmented and will be 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.
Kahzam has projected that this level of targeted access and delivery will
command a premium price that marketers will be eager to pay.
  Kahzam’s
business model assures that Association clients will also share in these
rewards, as well as the extended benefits and value the Kahzam search/portal
provides to their members and stakeholders. As a result Kahzam will quickly
garner powerful strategic partners who will work with us to establish and
develop multiple revenue streams.
  The
Company expects that its Association partners and their members will extend
their enthusiasm and loyalty to the use of Kahzam’s public portal. There they
will join growing numbers of other individual users who appreciate Kahzam’s
superior search/portal experience, as well as Kahzam’s enhanced privacy and
security features. Kahzam also expects that a growing number of non-Association
marketers will discover the public portal, as well.
  The
Kahzam business model, combined with its comprehensive public relations and
marketing strategy, will empower a fusion of clients, marketers and users, which
will create a continuous and growing revenue source that drives Kahzam to
profitability and success.
  
 RESULTS
OF OPERATIONS
 
 We are
still in our development stage and have generated no revenues to date. We
incurred operating expenses of $114,714 and $5,530 for the three months Ended
November 30 2009 and
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 November 30, 2009 was $(552,808).
 
 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 November 30, 2009 was $201.00
with  liabilities  of  $139,987.
Since  inception  we have sold  $40,000 in
equity  securities.
 
 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.
  19
 
 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
additional 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.
 
 ITEM 4.
CONTROLS AND PROCEDURES
 
 EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report.  Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the evaluation
date that our disclosure controls and procedures were effective such that the
material information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms relating to our company,
particularly during the period when this report was being prepared.
  Additionally,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date.  We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
 
 PART II.
OTHER INFORMATION
 
 ITEM 6.
EXHIBITS
 
 The
following exhibits are included with this quarterly filing.  Those
marked with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-144279, at the SEC
website at www.sec.gov:
 
 Exhibit No.
              Description31.1
              Sec.
      302 Certification of Principal Executive Officer31.2
              Sec.
      302 Certification of Principal Financial Officer32.1
              Sec.
      906 Certification of Principal Executive Officer32.2
              Sec.
      906 Certification of Principal Financial
Officer
  20
 
 SIGNATURES
 
 Pursuant  to
the  requirements  of  Section  13(a)
or  15(d)  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.
 
 
 January
      14, 2010
              
              Kahzam,
      Inc., RegistrantBy:
              /s/
      J. FRANKLIN BRADLEYJ.
      FRANKLIN BRADLEYPresident
      and Chief Executive Officer
 
 
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 
 
 January
      14, 2010
              Kahzam,
      Inc., RegistrantBy:
              /s/
      JAMES LINDSEYJAMES
      LINDSEYSecretary
      and TreasurerChief
      Financial Officer (PrincipalExecutive
      Officer and PrincipalAccounting
      Officer)
 
   21