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): March 9,
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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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
1.01
Entry Into A Material Definitive
Agreement
On March
9, 2010, the Registrant announced that it had agreed to acquire 100% of the
capital stock of ProMark Data and Media Group, LLC, a Florida limited liability
company, in a share-for-share exchange transaction. ProMark is a full-service
online marketing firm specializing in permission based opt-in email data, Mobile
SMS, email append, as well as traditional postal data. The transaction is
expected to close on or about April 1, 2010 following the completion of the
audit of ProMark and an agreement on the number of Shares of the Registrant to
be issued for the exchange of equity and the conversion of existing debt of
ProMark. In conjunction with the entry into this Agreement, Stephen Molinari,
the Chairman of ProMark, has been appointed to the Board of Directors of the
Registrant and will serve as Chairman of the Board of Directors.
Item
5.02 Election
of Directors
On March
9, 2010, the Board of Directors of the Registrant appointed Stephen Molinari,
the Chairman of ProMark Data and Media Group LLC, has been appointed to the
Board of Directors of the Registrant and will serve as Chairman of the Board of
Directors until the next meeting of Shareholders.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws
On March
9, 2010, the Board of Directors voted unanimously to approve the following
corporate actions:
(i) The
name of the Registrant shall be changed to Madison Ave. Media, Inc. effective
April 1, 2010;
to more
closely reflect its diversified digital media and marketing business operations;
and
(ii) The
capitalization of the Registrant shall be increased to 150,000,000 Shares of
Common Stock ($.0001 par value) and 1,000,000 Shares of unclassified Preferred
Stock ($.01 par value) effective April 1, 2010.
Item
5.07 Submission
of Matters to a Vote of Security Holders
On March
9, 2010, holders of a majority of the issued and outstanding Shares of Common
Stock of the Registrant, acting upon written consent in lieu of a Special
Meeting of Shareholders in accordance with the provisions of the General
Corporation Law of the State of Delaware and the Bylaws of the Registrant,
ratified and approved the corporate actions set forth in Items 1.01, 5.02, and
5.03 set forth above.
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: March
12, 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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