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8-K - KAHZAM, INC. FORM 8-K JANUARY 20, 2010 - KAHZAM, INC. | kzhm8k20100120.htm |
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
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(A
Development Stage Company)
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BALANCE
SHEET
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December
31, 2009
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2009
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ASSETS
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Current
assets:
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Cash
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$ | 75 | ||
Total
current assets
|
75 | |||
Property
and equipment, net
|
22,149 | |||
Total
assets
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$ | 22,224 | ||
LIABILITIES
AND NET ASSETS
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Current
liabilities:
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Accounts
payable
|
$ | 1,800 | ||
Due
to related parties
|
10,497 | |||
Total
current liabilities
|
12,297 | |||
Total
liabilities
|
12,297 | |||
Stockholders'
Equity (Deficiency):
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||||
Common
stock, par value $0.0001per share, 1,200,000
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||||
shares
authorized: and 1,200,000 shares
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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
|
1
TECOUP.COM
LLC
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(A
Development Stage Company)
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STATEMENT
OF OPERATIONS
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March
18, 2009
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(inception)
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through
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December
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2009
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Revenues
|
$ | - | ||
Expenses:
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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
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||||
SHARES
OUTSTANDING
|
52,497 | |||
See
accompanying notes.
|
2
TECOUP.COM
LLC
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(A
Development Stage Company)
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STATEMENT
OF CASH FLOWS
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March
18, 2009
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(inception)
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through
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December
31,
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2009
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
|
$ | (42,570 | ) | |
Adjustments
to reconcile increase(decrease) in net assets to cash
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provided
by operating activities:
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Depreciation
|
5,151 | |||
Amortization
|
- | |||
Changes
in operating assets and liabilities:
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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:
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Purchases
of property and equipment
|
(27,300 | ) | ||
Net
(cash used) in investing activities
|
(27,300 | ) | ||
CASH
FLOWS FROM FINANCING ACTIVITIES:
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Increase
in loan from director
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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
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$ | 75 | ||
See
accompanying notes.
|
3
Tecoup.Com LLC | ||||||||||||||||||||
Statements of Shareholders Equity | ||||||||||||||||||||
(A Development Stage Company) | ||||||||||||||||||||
From March 18, 2009 (inception) to December 31, 2009 | ||||||||||||||||||||
Deficit
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||||||||||||||||||||
Accumulated
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||||||||||||||||||||
Members
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Additional
|
During
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Members
|
Units
|
Paid-in
|
Development
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|||||||||||||||||
Units
|
Amount
|
Capital
|
Stages
|
Total
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||||||||||||||||
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.
|
4
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.
5
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
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2009
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Statutory
federal income tax rate
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34% | |||
Valuation
allowance
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(34) | |||
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Effective
tax rate
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-% |
6
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.
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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
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2009
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Computer
software
|
$ | 21,900 | ||
Office
equipment
|
5,400 | |||
27, 300 | ||||
Depreciation
|
5,151 | |||
$ | 22,149 |
7
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.
8