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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 MAY 31, 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.
Largeaccelerated 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: 19,500,000 shares as of July 20, 2009
1
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended May 31, 2009,
prepared by the company, immediately follow.
Kahzam, Inc.
(A Development Stage Company)
Condensed Balance Sheets
- --------------------------------------------------------------------------------
As of As of
May 31, August 31,
2009 2008
(Unaudited) (Audited)
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ - $ 17,654
Other Current Asset 9,684 -
----------- -----------
TOTAL CURRENT ASSETS 9,684 17,654
----------- -----------
Property and Equipment 457 -
Other Assets 1,434 -
----------- -----------
TOTAL ASSETS $ 11,575 $ 17,654
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 101,246 $ 5,500
----------- -----------
TOTAL CURRENT LIABILITIES 101,246 5,500
----------- -----------
Long Term Debt, net of current portion 191,046 -
TOTAL LIABILITIES 191,046 5,500
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 80,000,000
shares authorized; 19,500,000 shares and
2,500,000 issued and outstanding as of
May 31, 2009 and August 31, 2008,
respectively.) 1,950 250
Additional paid-in capital 51,600 39,750
Deficit accumulated during development stage (233,021) (27,846)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (179,471) 12,154
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY (DEFICIT) $ 11,575 $ 17,654
=========== ===========
See Notes to the Financial Statements
2
Kahzam, Inc.
(A Development Stage Company)
Condensed Statements of Operation (Unaudited)
- --------------------------------------------------------------------------------
July 23,
Three Three Nine Nine 2007
Months Months Months Months (inception)
Ended Ended Ended Ended through
May 31, May 31, May 31, May 31, May 31,
2009 2008 2009 2008 2009
--------- --------- ----------- --------- -----------
REVENUES $ -- $ -- $ -- $ -- $ --
GENERAL &
ADMINISTRATIVE
EXPENSES 5,526 2,990 11,056 10,145 38,902
--------- --------- ----------- --------- -----------
TOTAL GENERAL &
ADMINISTRATIVE
EXPENSES 5,526 2,990 11,056 10,145 38,902
--------- --------- ----------- --------- -----------
NET INCOME
(LOSS) $ (5,526) $ (2,990) $ (11,056) $ (10,145) $ (38,902)
========= ========= =========== ========= ===========
BASIC EARNINGS
(LOSS) PER
SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= =========== =========
WEIGHTED
AVERAGE NUMBER
OF COMMON
SHARES
OUTSTANDING 2,500,000 1,835,165 19,500,000 2,000,000
========= ========= ========== =========
See Notes to the Financial Statements
3
Kahzam, Inc.
(A Development Stage Company)
Condensed Statements of Changes in Shareholders's Equity (Unaudited)
From July 23, 2007 (inception) to May 31, 2009
- --------------------------------------------------------------------------------
Deficit
Accumu-
lated
During
Common Additional Develop-
Common Stock Paid-in ment
Stock Amount Capital Stage Total
---------- --------- ----------- --------- -----------
Beginning balance,
July 23, 2007 -- $ -- $ -- $ -- $ --
Stock issued to
founder on August
13, 2007
@ $0.01 per share 1,500,000 150 14,850 -- 15,000
Net loss, year
ended August 31,
2007 -- -- -- (9,027) (9,027)
---------- --------- ----------- --------- -----------
BALANCE, A
GUST 31, 2007 1,500,000 150 14,850 (9,027) 5,973
---------- --------- ----------- --------- -----------
Stock issued for
cash on December
31, 2007 @ $0.025
per share 1,000,000 100 24,900 -- 25,000
Net loss, year
ended August 31,
2008 -- -- -- (18,819) (18,819)
---------- --------- ----------- --------- -----------
BALANCE,
AUGUST 31, 2008 2,500,000 250 39,750 (27,846) 12,154
---------- --------- ----------- --------- -----------
Stock issued for
acquisition of
Kahzam, Inc. 4,000,000 400 11,850 -- 12,250
Net loss, nine
months ended
May 31, 2009 -- -- -- (194,114) (194,114)
---------- --------- ----------- --------- -----------
BALANCE, MAY 31,
2009 (UNAUDITED) 19,500,000 $ 1,950 $ 51,600 $(233,021) $ (179,471)
========== ========= =========== ========= ===========
See Notes to the Financial Statements
4
Kahzam, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flow (Unaudited)
- --------------------------------------------------------------------------------
July 23,
Three Three Nine Nine 2007
Months Months Months Months (inception)
Ended Ended Ended Ended through
May 31, May 31, May 31, May 31, May 31,
2009 2008 2009 2008 2009
--------- --------- ----------- --------- -----------
CASH FLOW FROM
OPERATING
ACTIVITIES
Net income (loss) $ (5,526) $ (1,814) $ (11,056) $ (7,155) $ (38,902)
Increase
(decrease) in
accounts payable -- -- (5,500) -- --
--------- --------- ----------- --------- -----------
NET CASH
PROVIDED BY
(USED IN)
OPERATING
ACTIVITIES (5,526) (1,814) (16,556) (7,155) (38,902)
CASH FLOW FROM
INVESTING
ACTIVITIES
NET CASH
PROVIDED BY
(USED IN)
INVESTING
ACTIVITIES
CASH FLOW FROM
FINANCING
ACTIVITIES
Issuance of
common stock -- 100 -- 100 250
Additional paid
in capital -- 24,900 -- 24,900 39,750
--------- --------- ----------- --------- -----------
NET CASH
PROVIDED BY
(USED IN)
FINANCING
ACTIVITIES -- 25,000 -- 25,000 40,000
--------- --------- ----------- --------- -----------
NET INCREASE
(DECREASE) IN CASH (5,526) 23,186 24,678 17,845 1,098
CASH AT BEGINNING
OF PERIOD 6,624 632 (24,678) 5,973 --
--------- --------- ----------- --------- -----------
CASH AT END OF
PERIOD $ 1,098 $ 23,818 $ - $ 23,818 $ 1,098
========= ========= =========== ========= ===========
SUPPLEMENTAL
DISCLOSURES OF
CASH FLOW
INFORMATION:
Interest paid $ -- $ -- $ -- $ -- $ --
========= ========= =========== ========= ===========
Income taxes paid $ -- $ -- $ -- $ -- $ --
========= ========= =========== ========= ===========
See Notes to the Financial Statements
5
Kahzam, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
May 31, 2009
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Kahzam, Inc. (formerly Centaurus Resources Corp.) (the Company) was incorporated
on July 23, 2007 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 May 31, 2009
the Company has 19,500,000 Shares of Common Stock issued and outstanding.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with U.S. generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
6
Kahzam, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
May 31, 2009
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires the Company to disclose, when
reasonably attainable, the fair market values of its assets and liabilities
which are deemed to be financial instruments. The Company's financial
instruments consist primarily of cash.
PER SHARE INFORMATION
The Company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.
STOCK-BASED COMPENSATION
The Company records stock-based compensation in accordance with SFAS No. 123R
"Share Based Payments", using the fair value method. All transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.
RECENT ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
7
Kahzam, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
May 31, 2009
- --------------------------------------------------------------------------------
NOTE 3 - PROVISION FOR INCOME TAXES
As of February 28, 2009 the Company had net operating loss carry forwards of
approximately $38,902 that may be available this amount to reduce future years'
taxable income through 2028. Future tax benefits which may arise as a result of
these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
As of February 28, 2009
-----------------------
Deferred tax assets:
Net Operating tax carryforwards $ 5,835
Other --
-------
Gross deferred tax assets 5,835
Valuation allowance (5,835)
-------
Net deferred tax assets $ --
=======
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$(233,021) since its inception and requires capital for its contemplated
operational and marketing activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations.
8
Kahzam, Inc.
(An Development Stage Company)
Notes to Financial Statements (Unaudited)
May 31, 2009
- --------------------------------------------------------------------------------
NOTE 5 - GOING CONCERN (continued)
The ability to successfully resolve these factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
of the Company do not include any adjustments that may result from the outcome
of these aforementioned uncertainties.
NOTE 6 - RELATED PARTY TRANSACTIONS
J. Franklin Bradley and James Lindsey, the two officers and directors of the
Company, may, in the future, become involved in other business opportunities as
they become available, thus he may face a conflict in selecting between the
Company and his other business opportunities. The Company has not formulated a
policy for the resolution of such conflicts.
NOTE 7 - STOCK TRANSACTIONS
On August 13, 2007 the Company issued a 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 of $0.025 per share for a total of $25,000. Kahzam,
Inc. was originally incorporated in January, 2008 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 May 31, 2009 the Company has 19,500,000 Shares of Common
Stock issued and outstanding.
NOTE 8 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of May 31, 2009:
Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 19,500,000
shares issued and outstanding.
9
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. As a result of these
transactions, as of May 31, 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.
BUSINESS OPERATIONS
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.
OUR MARKETING PLAN
Our primary objective is to build a profitable long-term business by becoming
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.
10
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
A 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. Based on proprietary research into this
market space, Kahzam believes this creates an immediate and significant market
opportunity.
Market 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.
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 75 association clients by the end of 2009 and an additional 300-400 clients
in 2010, and to expand by 500-600 more affinity groups by the end of 2011.
11
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. According to the December 2008 Core Search Report,
among the top search engines:
o 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
o Yahoo sites totaled 20.5% (2.6 billion) searches and Microsoft
searches totaled 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, despite this competition and the established market share of the "big
Five," Kahzam has identified one defensible and distinctive "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:
o Trade, Business and Commercial
o Environmental and Agricultural
o Legal, Governmental, Public Administration, and Military
o Engineering, Technological and Natural/Social Sciences
o Educational
o Cultural
o Social Welfare
12
o Health and Medical
o Public Affairs
o Fraternal, Nationality, and Ethnic
o Religious
o Veterans', Hereditary and Patriotic
o Hobby and Avocational
o Athletic and Sports
o Labor Unions, Associations, and Federations
o Chambers of Commerce and Trade and Tourism
o Greek and Non-Greek Letter Societies, Associations, and
Federations
o Fan Clubs
According to the American Society of Association Executives (ASAE), Associations
generate more than $33 billion in revenue nationally and held more than $50
billion in assets in 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
This Association - along with its related 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, 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.
By developing and offering a comprehensive, "white-label" version of our
"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 penetrate, 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:
o The Association appears as if it is providing the portal's
comprehensive and valuable suite of services to their members at
no charge to the members, thus increasing the real and perceived
value of Association membership and strengthening the
association's membership value proposition.
o The Association realizes additional, alternate, non-dues income
(from shared advertising and e-commerce revenue) at little or no
expense
13
o 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
o Kahzam will gain access to each Association's member, vendor,
strategic partner and sponsor bases, as well as the various
revenue streams they enable
o Finally, 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.
E-Commerce Shopping Center - populated with Kahzam "standard" stores, as well as
user-selected stores, it includes a shopping comparison engine.
E-Commerce 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.
14
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.
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.
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:
o Deliver their own original "programming," such as Webinars, Web
teleconferences, "news" reports and legacy video programs, via the
Multimedia Center
o Create a virtual, Association-specific, secure, members-only
Intranet for member-to-member communication and social networking
o 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
o Offer members-only discounts from the Association, its strategic
partners, vendors, sponsors and advertisers via the Deal Center
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o Provide members with Association news and targeted breaking news
along with weekly/monthly, pre-packaged news feeds from the
Association in the News Center
o 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
o 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
o 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
o Allow members to identify and monitor other logged-in Association
members and Association friends via the Friend Center
o Create and manage member-targeted surveys, polls and quizzes via
the Opinion Center
o 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 and white label portal GUI design maximizes the utility of
the portal on advanced smart phones and computers alike. It also maximizes the
available space for Kahzam and association 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, 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.
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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.
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:
o Association Advertising/Sponsorships
o e-commerce and Affinity Marketing
o Premium Content Subscriptions
o Proprietary Databases
Additional, and distinct streams will help generate the revenue returns
projected for Kahzam. These include:
o Key word advertising
o Proprietary classified box ads
o PPC Banner ads
o Streaming video and audio ads
o Sponsored social networking posts and pages
o Sponsored outbound Association member alerts
o Sponsored outbound Kahzam member alerts
o Enhanced, premium services for Association Intranet/portal Web
sites
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o Kahzam e-commerce
o Packaging and reselling/renting/leasing database information
gathered on Kahzam's social networking platform along with
information gathered on Association members who use the
Kahzam-provided Intranet/portals
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% in the first three years of operations.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date. We
incurred operating expenses of $11,056 and $10,145 for the nine months Ended May
31, 2009 and May 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 May 31, 2009 was $(233,021).
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.
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LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2009 was $0 with liabilities of $191,046. Since
inception we have sold $40,000 in equity securities. On August 13, 2007 we
issued a total of 1,500,000 shares of common stock to our Former director for
cash in the amount of $0.01 per share or $15,000. On December 31, 2007 we issued
a total of 1,000,000 shares of common stock for cash in the amount of $0.025 per
share or $25,000, pursuant to our SB-2 Registration Statement filed with the
Securities and Exchange Commission under file number 333-146344, which became
effective on October 19, 2007.
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.
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.
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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. Description
----------- -----------
3.1 Certificate of Merger
3.2 Bylaws*
2009 Stock Incentive Plan
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
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.
July 17, 2009 Kahzam, Inc., Registrant
By: /s/ J. FRANKLIN BRADLEY
-------------------------------------
J. FRANKLIN BRADLEY
President 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.
July 17, 2009 Kahzam, Inc., Registrant
By: /s/ JAMES LINDSEY
-------------------------------------
JAMES LINDSEY
Secretary and Treasurer
Chief Financial Officer (Principal
Executive Officer and Principal
Accounting Officer)
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