8-K

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

KAHZAM, INC.
(Exact name of registrant as specified in its charter)
Delaware	333-146344	26-0687353
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1515 SOUTH FEDERAL HWY. SUITE 100 BOCA RATON, FL		33432
Address of principal offices		Zip Code

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:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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

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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

KAHZAM, INC.

By:/s/ J. FRANKLIN BRADLEY

J. FRANKLIN BRADLEY

President

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EX-99.1

EXHIBIT 99.1

HARRIS F. RATTRAY CPA

9711 SW 13th Street

Pembroke Pines, FL 33025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

The Board of Directors and Stockholders TeCoup.com, LLC.

I have audited the accompanying balance sheet of TeCoup.com, LLC, at December 31, 2009 and the related statement of operations for the period from March 18, 2009 (inception) to December 31, 2009. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TeCoup.com.LLC. at December 31, 2009 and the related statement of operations the period from March 18, 2009 (inception) to December 31, 2009, in confonnity with accounting principles generally accepted in the United States of America.

HARRIS F. RATTRAY CPA Pembroke Pines, Florida

January 14, 2010,

TECOUP.COM LLC
(A Development Stage Company)
BALANCE SHEET
December 31, 2009
	2009
ASSETS
Current assets:
Cash	$	75
Total current assets		75
Property and equipment, net		22,149
Total assets	$	22,224
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable	$	1,800
Due to related parties		10,497
Total current liabilities		12,297
Total liabilities		12,297
Stockholders' Equity (Deficiency):
Common stock, par value $0.0001per share, 1,200,000
shares authorized: and 1,200,000 shares
issued and outstanding as of December 31, 2009		120
Additional paid-in capital		52,377
Accumulated deficit		(42,570	)
Total liabilities and net assets	$	22,224
		-
See accompanying notes

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TECOUP.COM LLC
(A Development Stage Company)
STATEMENT OF OPERATIONS
	March 18, 2009
	(inception)
	through
	December
	2009
Revenues	$	-
Expenses:
Selling, general and administrative		37,418
Interest expense		-
Depreciation and amortization		5,151
Total expenses		42,570
Loss from operations		(42,570	)
Net loss	$	(42,570	)
BASIC EARNINGS (LOSS) PER SHARE	$	(0.81	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		52,497
See accompanying notes.

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TECOUP.COM LLC
(A Development Stage Company)
STATEMENT OF CASH FLOWS
	March 18, 2009
	(inception)
	through
	December 31,
	2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(42,570	)
Adjustments to reconcile increase(decrease) in net assets to cash
provided by operating activities:
Depreciation		5,151
Amortization		-
Changes in operating assets and liabilities:
Increase in accounts payables		1,800
Increase in amounts due to related parties		10,497
Net cash (used in) provided by operating activities		(25,122	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(27,300	)
Net (cash used) in investing activities		(27,300	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loan from director
Increase in shareholders' equity		52,497
Net cash used in provided by financing activities		52,497
(DECREASE) INCREASE IN CASH		75
CASH - BEGINNING OF YEAR		-
CASH - END OF YEAR	$	75
See accompanying notes.

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Tecoup.Com LLC
Statements of Shareholders Equity
(A Development Stage Company)
From March 18, 2009 (inception) to December 31, 2009
							Deficit
							Accumulated
			Members		Additional		During
	Members		Units		Paid-in		Development
	Units		Amount		Capital		Stages			Total
Beginning balance, March 18, 2009			$	-	$	-	$	-		$	-
Units issued to founder on March 18, 2009		1,200,000		-		12,497					12,497
Units sold for cash on July 17, 2009		-		-		40,000					40,000
Net loss, year ended December 31, 2009								(42,570	)		(42,570	)
BALANCE DECEMBER 31, 2009		1,200,000		-		52,497		(42,570	)		9,927
See accompanying notes.

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TECOUP LLC

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operation. TeCoup.com LLC was incorporated on March 18, 2009 under the laws of the State of Tennessee, and established a fiscal year end of December 31. The Company issued 1,200,000 membership units.

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 years
Computer Equipment	5-7 years
Computer 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.

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Earnings (Loss) Per Membership Unit. Basic loss per membership unit is computed by dividing net loss by the weighted average number of membership units outstanding during the specified period.  Diluted loss per membership unit is computed by dividing net loss by the weighted average number of membership units during the specified period. The Company has no potentially dilutive securities.

Evaluation of long-lived Assets. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.”  If the carrying value of the long-lived asset exceeds the estimated future undiscounted cash flows to be generated by such asset, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.

Income Taxes. In February 1992, the Financial Standards Board issued Statement of Financial Accounting Standard No.109 “Accounting for Income Taxes.” Under SFAS No. 109, deferred assets and liabilities are recognized for the estimated future tax consequences between the financial statement carrying amounts of the existing assets and their respective basis.

Deferred assets and liabilities are measured using enacted tax rates in effect for the year in which temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.  For the year ending December 31, 2009, the effective rate was:

The differences between Federal income tax rates and the effective income tax rates are:

	December 31
	2009
Statutory federal income tax rate		34%
Valuation allowance		(34)
Effective tax rate		-%

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The Company has a net operating loss carry forward as of December 31, 2009 of approximately $42,570 which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forward expires at various dates through 2029.

Fair Value of Financial Instruments. For financial instruments including cash and accrued expenses, it was assumed that the carrying amount approximated fair value because of the short maturities of such instruments.

New Financial Accounting Standards. The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2. GOING CONCERN

As shown in the accompanying financial statements, the Company incurred a net loss for the year ended December 31, 2009 of $42,570. 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.

3. 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:

	December 31
	2009
Computer software	$	21,900
Office equipment		5,400
		27, 300
Depreciation		5,151
	$	22,149

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4. STOCKHOLDERS EQUITY

The Company has authorized and issued 1,200,000 membership units.

Details of membership units issued:

On March 18, 2009 the Company issued total of 1,200,000 membership units.

On July 17, 2009 the Company sold membership units for $40,000, which diluted current membership unit holders.

5. COMMITMENTS AND CONTINGENCIES-

The Company rents office space in Nashville, Tennessee under an annual sublease that commenced in September 2009. The total rent for 2009 was $1,500.  Future lease expenses are approximately $3,000 annually.  The sublease was made and entered into with a related party.

6. RELATED PARTY TRANSACTIONS

The Company’s officers, directors and related companies have contributed funds to the company for working capital. The total contributions during the period March 18, 2009 to December 31, 2009 was $12,497.

A related company has advanced funds of $10,497 to pay for assets and expenses of the start-up.  Repayment will be made from future sales, which are not guaranteed.

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