Attached files
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| EX-99.1 - AUDITED FINANCIAL STATEMENTS OF TECOUP.COM LLC AND PRO FORMA FINANCIAL STATEMENTS OF THE REGISTRANT - KAHZAM, INC. | kzhm8k20100120ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 20,
2010
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KAHZAM,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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333-146344
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26-0687353
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1515
SOUTH FEDERAL HWY.
SUITE
100
BOCA
RATON, FL
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33432
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Address
of principal offices
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Zip
Code
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Registrant’s
telephone number including area code: 561-549-3131
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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1
The
following current report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 is filed pursuant to Rule 13a-ll or Rule 15d-11:
Item
2.01 Completion
of Acquisition or Disposition of Assets
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 the issuance of 2,000,000 Shares of the Registrant’s Common Stock
to the Members of TeCOUP. The Closing of this transaction was
completed on January 20, 2010, whereupon TeCOUP became a wholly-owned subsidiary
of the Registrant.
Nashville-Based
TeCOUP, provides SMS Text Coupon Messaging through its patient-pending delivery
services. This technology provides their clients access to the next-generation
of advertising, text messaging directly to target markets’ cell
phones.
TeCOUP’s
patent-pending delivery service employs “long code” technology, which is already
approved for use on all 17 major US carriers. Long code technology allows any
cell phone in the world equipped with SMS services to interact with TeCOUP’s
database. This 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 messages.
This
dynamic new interactive database also allows consumers to 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 for a product discount at their current location – for example, “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.
No staff changes are anticipated as a
result of this acquisition and TeCOUP will continue operations from
its Nashville offices, while Kahzam will continue operations from its Boca
Raton, FL headquarters. Jim Rinker, the founder and CEO of
TeCOUP, will remain as CEO, and James Lindsey and J. Franklin Bradley have been
appointed by the Registrant as Officers and Directors of TeCOUP.
Kahzam,
Inc. 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. The company is headquartered in Boca Raton, FL with additional offices
in Phoenix, AZ and plans to establish offices in New York City, Los Angeles,
Washington, D.C. and Chicago.
Kahzam
maintains a vast index of Web sites and other online content that is freely
available via the search engine to all Internet users. This automated search
technology helps anyone obtain nearly instant access to relevant information
from our extensive index.
EXHIBIT
99.1
AUDITED
FINANCIAL STATEMENTS OF TeCOUP.COM LLC AND PRO FORMA
FINANCIAL STATEMENTS OF THE REGISTRANT
2
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 hereunto
duly authorized.
DATED: January
25, 2010
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KAHZAM,
INC.
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By:/s/
J. FRANKLIN BRADLEY
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J.
FRANKLIN BRADLEY
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President
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3