##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended September 30, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-30874
 CANEUM, INC.
  Nevada
    
    33-0916900State or other jurisdiction of
    
    I.R.S. Employer I.D. No.Incorporation or organization3101 West Coast Highway, Suite 400, Newport Beach, CA
    
    92663(Address of principal executive offices)
    
    (Zip Code)
 (949) 273-4000
 þ o þ o
 o þ
  o þ




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##### 



PART I
FINANCIAL INFORMATION
 Item 1. Financial Statements
   PageFinancial StatementsCondensed Consolidated Balance Sheets  Assets
    
    
    3Condensed Consolidated Balance Sheets  Liabilities and Shareholders Equity
    
    
    4Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    8Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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September 30,
    
    
    December 31,2007
    
    
    2006UnauditedCURRENT ASSETSCash and cash equivalents
    
    $
    91,095
    
    
    $
    335,202Accounts receivable, net of allowance of $372,372 and $229,626, respectively
    
    
    2,444,181
    
    
    
    1,840,994Prepaid assets
    
    
    146,477
    
    
    
    57,673Other current assets
    
    
    15,160
    
    
    
    15,000Total current assets
    
    
    2,696,913
    
    
    
    2,248,869LONG TERM ASSETSProperty & equipment, net
    
    
    212,468
    
    
    
    194,373Intangibles, net
    
    
    695,568
    
    
    
    938,587Goodwill
    
    
    1,464,805
    
    
    
    1,464,805Other
    
    
    33,489
    
    
    
    4,592TOTAL ASSETS
    
    $
    5,103,243
    
    
    $
    4,851,226
   3




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##### Table of Contents



September 30,
    
    
    December 31,2007
    
    
    2006UnauditedCURRENT LIABILITIESAccounts payable
    
    $
    1,203,197
    
    
    $
    830,468Accrued expenses
    
    
    2,110
    
    
    
    67,098Bank overdraft
    
    
    133,958
    
    
    
    Credit lines
    
    
    1,685,626
    
    
    
    159,966Accrued payroll and related expenses
    
    
    278,390
    
    
    
    119,556Deferred revenue
    
    
    22,880
    
    
    
    Notes payable
    
    
    4,930
    
    
    
    61,480Current portion of installment loans
    
    
    942,378
    
    
    
    785,573Other current liabilities
    
    
    82,012
    
    
    
    84,522Total current liabilities
    
    
    4,355,481
    
    
    
    2,108,663LONG TERM LIABILITIESInstallment loans, less current portion
    
    
    
    
    
    
    665,862Other non current liabilities
    
    
    63,555
    
    
    
    51,127Total liabilities
    
    
    4,419,036
    
    
    
    2,825,652Minority Interest
    
    
    
    
    
    
    231,227SHAREHOLDERS EQUITYPreferred
stock, $0.001 par value 20,000,000 shares authorized, 3,332,500
shares issued and outstanding (Liquidation preference $1,666,250)
    
    
    3,332
    
    
    
    3,332Common stock, $0.001 par value 100,000,000 shares authorized, 8,212,859
and 7,918,921 shares issued and outstanding
    
    
    8,211
    
    
    
    7,917Common stock committed
    
    
    12,500
    
    
    
    Additional paid-in capital
    
    
    8,583,222
    
    
    
    7,592,702Accumulated other comprehensive income
    
    
    93,184
    
    
    
    Accumulated deficit
    
    
    (8,016,242
    )
    
    
    (5,809,604
    )Total shareholders equity
    
    
    684,207
    
    
    
    1,794,347TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    5,103,243
    
    
    $
    4,851,226
   4




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006As Restated
    
    
    
    
    
    As RestatedUnaudited
    
    
    Unaudited
    
    
    Unaudited
    
    
    UnauditedRevenue
    
    $
    3,127,234
    
    
    $
    2,112,935
    
    
    $
    9,118,922
    
    
    $
    4,997,138Cost of revenue
    
    
    2,604,439
    
    
    
    1,571,142
    
    
    
    7,334,629
    
    
    
    3,684,580Gross profit
    
    
    522,795
    
    
    
    541,793
    
    
    
    1,784,293
    
    
    
    1,312,558Operating expenses
    
    
    1,329,297
    
    
    
    814,590
    
    
    
    3,627,091
    
    
    
    2,352,912Loss from operations
    
    
    (806,502
    )
    
    
    (272,797
    )
    
    
    (1,842,798
    )
    
    
    (1,040,354
    )Other income (expense)Interest income (expense), net
    
    
    (66,535
    )
    
    
    (37,968
    )
    
    
    (170,558
    )
    
    
    (74,069
    )Loss on foreign exchange
    
    
    (20,396
    )
    
    
    
    
    
    
    (73,444
    )
    
    
    Other income (loss)
    
    
    (7,512
    )
    
    
    
    
    
    
    (7,512
    )
    
    
    Total other income (expense)
    
    
    (94,443
    )
    
    
    (37,968
    )
    
    
    (251,514
    )
    
    
    (74,069
    )Minority Interest
    
    
    
    
    
    
    
    
    
    
    (80,352
    )
    
    
    Loss before income tax
    
    
    (900,945
    )
    
    
    (310,765
    )
    
    
    (2,174,664
    )
    
    
    (1,114,423
    )Income tax expense
    
    
    (18,242
    )
    
    
    
    
    
    
    (31,974
    )
    
    
    (800
    )Net loss
    
    $
    (919,187
    )
    
    $
    (310,765
    )
    
    $
    (2,206,638
    )
    
    $
    (1,115,223
    )Beneficial Conversion Charge upon Issuance of
Preferred Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    755,048Net Loss Attributable to Common Stockholders
    
    $
    (919,187
    )
    
    $
    (310,765
    )
    
    $
    (2,206,638
    )
    
    $
    (1,870,271
    )Basic and diluted net loss per common share
    
    $
    (0.11
    )
    
    $
    (0.05
    )
    
    $
    (0.27
    )
    
    $
    (0.31
    )Weighted average number of Common Shares
outstanding used in the calculation
    
    
    8,234,603
    
    
    
    6,614,031
    
    
    
    8,076,148
    
    
    
    6,062,621Net loss
    
    $
    (919,187
    )
    
    $
    (310,765
    )
    
    $
    (2,206,638
    )
    
    $
    (1,115,223
    )Comprehensive Income:Foreign currency translation adjustment (Note 2)
    
    
    23,259
    
    
    
    
    
    
    
    93,184
    
    
    
    Comprehensive Loss
    
    $
    (895,928
    )
    
    $
    (310,765
    )
    
    $
    (2,113,454
    )
    
    $
    (1,115,223
    )
   5




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For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006As RestatedUnaudited
    
    
    UnauditedCASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (2,206,638
    )
    
    $
    (1,115,223
    )Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense
    
    
    435,990
    
    
    
    379,902Expenses paid by common stock issuances or committed issuances
    
    
    431,730
    
    
    
    107,164Interest accreted to TierOne installment loans
    
    
    52,548
    
    
    
    65,962Depreciation and amortization
    
    
    61,264
    
    
    
    20,985Amortization of acquired intangibles from business combinations
    
    
    172,888
    
    
    
    143,200Impairment of property and equipment
    
    
    7,512
    
    
    
    Bad debt expense
    
    
    40,000
    
    
    
    90,721Minority interest
    
    
    80,352
    
    
    
    (Increase) decrease inAccounts receivable
    
    
    (947,824
    )
    
    
    (749,280
    )Prepaid assets and other current assets
    
    
    (108,575
    )
    
    
    112,084Increase inAccounts payable and accrued expenses
    
    
    649,826
    
    
    
    69,884Accrued payroll and related expenses
    
    
    170,727
    
    
    
    118,412Deferred revenue
    
    
    22,880
    
    
    
    Net cash used in operating activities
    
    
    (1,137,320
    )
    
    
    (756,189
    )CASH FLOWS FROM INVESTING ACTIVITIESCash paid for acquisition of TierOne Consulting, Inc., net of cash acquired
    
    
    
    
    
    
    (1,338,627
    )Cash paid for acquisition of remaining interest of Continuum
    
    
    (89,286
    )
    
    
    Purchase of property & equipment
    
    
    (71,487
    )
    
    
    (17,161
    )Net cash used in investing activities
    
    
    (160,773
    )
    
    
    (1,355,788
    )CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock and warrants for cash
    
    
    
    
    
    
    350,004Issuance of Series A Preferred Shares and warrants for cash, net
    
    
    
    
    
    
    1,790,000Payment of debt
    
    
    (650,870
    )
    
    
    (64,602
    )Addition to debt
    
    
    24,225
    
    
    
    Bank overdraft
    
    
    133,958
    
    
    
    Exercise of options
    
    
    
    
    
    
    132,250Exercise of warrants
    
    
    
    
    
    
    105,000Increase in credit lines
    
    
    1,525,660
    
    
    
    168,967Net cash provided by financing activities
    
    
    1,032,973
    
    
    
    2,481,619Effect of changes in foreign currency exchange rates on cash
    
    
    21,013
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (244,107
    )
    
    
    369,642CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    335,202
    
    
    
    99,760CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    91,095
    
    
    $
    469,402SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONInterest paid
    
    $
    121,306
    
    
    $
    17,881Income taxes paid
    
    $
    (31,974
    )
    
    $
    800
   6




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Supplemental disclosure of Non- Cash Investing and Financing Activities (unaudited):
        7




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NOTE 1  CORPORATE HISTORY
 Organization
    8




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Basis of Presentation
    NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
 Consolidation
  Revenue Recognition
 Revenue Recognition
  9




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Segment Reporting
  Customer Concentrations
  Accounts Receivable Policy
  Advertising
  Cash and Cash Equivalents
   10




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Stock-Based Compensation
 Share-Based
Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to
Employees
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
 Accounting
for the Impairment or Disposal of Long-lived Assets.
 Fair Value of Financial Instruments
   11




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Accounting for Income Taxes
 Accounting for Income Taxes
 Long-Lived Assets
  Property & Equipment
    12




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Foreign Currency
   Per Share Data
 Earnings Per
Share, Computations of Earnings Per Share
     13




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Use of Estimates
  Comprehensive Income
 Reporting
Comprehensive Income
 New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109 Accounting for Income Taxes
 Considering the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements
 Fair Value Measurements
  14




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Accounting for Registration Payment Arrangements
  The Fair Value Option for Financial Assets and
Financial Liabilities,
  15




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NOTE 3  RELATED PARTY TRANSACTIONS
  Investor Relations
   Customer
   16




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NOTE 4  INTANGIBLE ASSETS
     17




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AccumulatedAmortizationUseful
    
    
    Gross
    
    
    as of
    
    
    Unamort.Life
    
    
    Cost
    
    
    Sept 07
    
    
    BalanceCustomer contracts & relationships
    
    5 Yrs
    
    $
    737,000
    
    
    $
    221,100
    
    
    $
    515,900Employment contracts
    
    2 Yrs
    
    $
    78,000
    
    
    $
    58,500
    
    
    $
    19,500Licenses
    
    1 Yr
    
    $
    75,000
    
    
    $
    75,000
    
    
    $
    Continuum customer relationships*
    
    5 Yrs
    
    $
    92,100
    
    
    $
    21,900
    
    
    $
    70,200
 *
    
    Gross cost of the Continuum customer relationships includes an adjustment of $86,700, during
the nine months ended September 30, 2007 as a result of the acquisition of the remaining 45%
Minority Interest. Gross cost of the Continuum intangible is initially recorded in Rupees and then
translated to US Dollars.
   Fiscal 2007 - Remaining
    
    
    51,000Fiscal 2008
    
    
    173,000Fiscal 2009
    
    
    163,000Fiscal 2010
    
    
    163,000Fiscal 2011
    
    
    53,000
 NOTE 5  INCOME TAX
   18




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NOTE 6  BARRON FINANCING
    19




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20




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NOTE 7  TIER ONE TRANSACTION
   21




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Allocated to purchase price:
    
    $
    2,971,700Accounts receivable and cash
    
    
    777,800Fixed assets
    
    
    40,200Trademarks
    
    
    90,000Customer contracts & relationships
    
    
    737,000Employment contracts
    
    
    78,000Less liabilities assumed
    
    
    (216,100
    )Total identifiable assets, net
    
    
    1,506,900Remaining balance to goodwill
    
    
    1,464,800
  22




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NOTE 8  CONTINUUM TRANSACTION
     23




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24




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Acquired identifiable assets:Accounts receivable and cash
    
    $
    422,800Fixed assets
    
    $
    132,800Customer relationships
    
    $
    160,900Other
    
    $
    53,900Less liabilities assumed
    
    $
    (95,700
    )Total identifiable assets, net
    
    $
    674,700Minority interest
    
    $
    (231,200
    )Acquisition price
    
    $
    443,500
  Acquisition of Minority Interest:Price paid for 45% Minority Interest
    
    $
    224,900Book Value of Minority interest
    
    $
    (311,600
    )Adjustment to carrying value of customer relationships
    
    $
    (86,700

    )
 NOTE 9  COMMON STOCK TRANSACTIONS
    NOTE 10  STOCK PLAN
   25




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
    
    50,000 warrants for common shares at $0.75 each. These warrants were issued
during 2005 and were fully vested at December 31, 2005.
    
    50,000 warrants for common shares at $1.40 each. These warrants were issued to
consultants to the Company and are fully vested.
    
    The Company issued 100,667 shares of common stock in a private placement dated
October 1, 2005, with accompanying Common Stock Purchase Warrants at the rate of 50% of
the shares purchased. Accordingly 50,333 warrants are outstanding related to this
common stock. The warrants are exercisable at $1.00 with certain incentive discounts
to the exercise price available through December 31, 2009.
    
    The Company issued 466,671 shares of common stock in a private placement dated
January 2, 2006, with accompanying Common Stock Purchase Warrants at the rate of 50% of
the shares purchased. Accordingly 233,336 warrants are outstanding related to this
common stock. The warrants are exercisable at $1.00 with certain incentive discounts
to the exercise price available through March 31, 2010.
  26




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NOTE 11  NOTES PAYABLE
 Credit Lines
    Installment Loans Payable to Tier One Consulting Principals
   27




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NOTE 12  LITIGATION
 Barron Litigation
    28




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Innofone Litigation
  Publishing Concepts, L.P.
   29




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NOTE 13  FACILITY LEASE
   30




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NOTE 14  PRIOR PERIOD RESTATEMENT
     31




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For the Three Months EndedSeptember 30,
    
    
    Previously
    
    
    Restatement2006
    
    
    Reported
    
    
    AdjustmentAs restated(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenue
    
    $
    2,112,935
    
    
    $
    2,127,211
    
    
    $
    (14,276
    )Cost of revenue
    
    
    1,571,142
    
    
    
    1,575,373
    
    
    
    (4,231
    )Gross profit
    
    
    541,793
    
    
    
    551,838
    
    
    
    (10,045
    )Operating expenses
    
    
    814,590
    
    
    
    730,995
    
    
    
    83,595Loss from operations
    
    
    (272,797
    )
    
    
    (179,157
    )
    
    
    (93,640
    )Interest expense, net
    
    
    (37,968
    )
    
    
    (35,215
    )
    
    
    (2,753
    )Loss before income tax
    
    
    (310,765
    )
    
    
    (214,372
    )
    
    
    (96,393
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (310,765
    )
    
    $
    (214,372
    )
    
    $
    (96,393
    )Beneficial Conversion Charge upon issuance of
Preferred Shares
    
    
    
    
    
    
    
    
    
    
    Net Loss Attributable to Common Stockholders
    
    $
    (310,765
    )
    
    $
    (214,372
    )
    
    $
    (96,393
    )Net loss per common share
    
    $
    (0.05
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )Weighted average number of Common Shares
outstanding used in the calculation
    
    
    6,614,031
    
    
    
    6,614,031
    
    
    
    
  32




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For the Nine Months EndedSeptember 30,
    
    
    Previously
    
    
    Restatement2006
    
    
    Reported
    
    
    AdjustmentAs restatedUnaudited
    
    
    Unaudited
    
    
    UnauditedRevenue
    
    $
    4,997,138
    
    
    $
    5,027,337
    
    
    $
    (30,199
    )Cost of revenue
    
    
    3,684,580
    
    
    
    3,679,398
    
    
    
    5,182Gross profit
    
    
    1,312,558
    
    
    
    1,347,939
    
    
    
    (35,381
    )Operating expenses
    
    
    2,352,912
    
    
    
    2,255,209
    
    
    
    97,703Loss from operations
    
    
    (1,040,354
    )
    
    
    (907,270
    )
    
    
    (133,084
    )Interest expense, net
    
    
    (74,069
    )
    
    
    (68,788
    )
    
    
    (5,281
    )Loss before income tax
    
    
    (1,114,423
    )
    
    
    (976,058
    )
    
    
    (138,365
    )Income tax expense
    
    
    (800
    )
    
    
    (800
    )
    
    
    Net loss
    
    $
    (1,115,223
    )
    
    $
    (976,858
    )
    
    $
    (138,365
    )Beneficial Conversion Charge upon issuance of
Preferred Shares
    
    
    755,048
    
    
    
    
    
    
    
    755,048Net Loss Attributable to Common Stockholders
    
    $
    (1,870,271
    )
    
    $
    (976,858
    )
    
    $
    (893,413
    )Basic and diluted net loss per common share
    
    $
    (0.31
    )
    
    $
    (0.16
    )
    
    $
    (0.15
    )Weighted average number of Common Shares
outstanding used in the calculation
    
    
    6,062,621
    
    
    
    6,062,621
    
    
    
    
  33




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Item 2. Managements Discussion and Analysis and Plan of Operation
  Forward-Looking Statements
  Background
    34




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Overview
   
    
    customer support, including call centers and web agents for online and offline
technical, customer and product support;
    
    Human resources, including benefits packages, pre-employment screening, retained and
contingent recruiting and information technology centric staffing;
    
    Sales and marketing, including online web agents, lead generation and distribution
channel expansion;
    
    Investor relations and public relations, including audio transcription and web
development, deployment and maintenance for investor communications; and
    
    Finance and accounting, including data entry and back office processing.
   35




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Critical Accounting Policies
    Results of Operations
 Three and Nine months ended September 30, 2007, versus the Three and Nine months ended September
30, 2006
    36




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Cost of Revenue and Gross Profit
    Operating Expenses
   
    
    Stock-based compensation expense and expenses paid by stock issuance was $251,505
and $184,681 for the three months ended September 30, 2007 and 2006, respectively.
This represents an increase of $66,824 and is principally the result of accruing stock
bonuses of $114,727 for India off-set by less use of common stock for services in the
U.S. Stock-based compensation expense and expenses paid by stock issuance was $867,720
and $487,066 for the nine months ended September 30, 2007 and 2006, respectively. This
represents an increase of $380,654 and is principally the
result of accruing stock bonuses in the amount of $401,133 for India, offset by less use
of common stock for services in the USA.
  37




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
    
    U.S. payroll and related expenses were approximately 31% of our operating expenses
in 2007 and amounted to $412,224 and $336,058 for the three months ended September 30,
2007 and 2006, respectively. The increase of $76,166 resulted from an increase in
our staffing level and less reliance on outside professional services. Payroll and
related expenses were approximately 31% of our operating expenses in 2007 and amounted
to $1,110,074 and $896,714 for the nine months ended September 30, 2007 and 2006,
respectively. The increase of $213,360 was primarily due to the prior year period not
fully including some of our senior level staff who became employees following our
acquisition of TierOne on March 28, 2006.
    
    Legal, Auditing & Accounting and Consulting fees were $320,992 and $54,377 for the
three months ended September 30, 2007 and 2006 respectively which was an increase of
$266,615. For the nine months ended September 30, 2007 and 2006 these fees were
$761,561 and $180.808 respectively. The increase of $580,753 was primarily attributable
to an increase in legal costs of $153,909 and an increase in Auditing and Accounting
fees of $338,156. The increase in Accounting and Audit fees was a result of the
restatement of our quarterly filings for 2006.
    
    Our consolidated operating expenses increased significantly as a result of continued
growth in revenues and our acquisitions of TierOne and Continuum. Additionally, we
expect to incur future non-cash amortization charges as a result of certain intangible
assets that we acquired in connection with the TierOne and Continuum acquisition.
 Other Income (Expense)
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Net loss
  Liquidity and Capital Resources
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We have instituted a short term profitability and liquidity enhancement program detailed below:  1.
    
    In October we began implementing expense reductions of approximately $80,000 per month by eliminating
non-recurring costs as well as other overhead.  2.
    
    We are seeking to increase the billability of two of our senior management team generating additional
gross contribution of approximately $24,000. This has been 50% achieved and we have an opportunity to achieve
100% chargeability by January 2008.  3.
    
    We have in excess of 8 contractor placement opportunities open which will increase our profit and cash
flow in the coming months by approximately $19,000 per month  4.
    
    We are being awarded high margin application services projects. We were awarded a contract with
a significant customer of $71,000 per month in revenues. In addition we anticipate being the award recipient of a
larger, $700,000 project which is up for final approval by a major
school districts board on November 15.  5.
    
    We have a goal to close 2 permanent placements per month. We currently have 6 permanent assignments to
fill. This is typically very high margin business for us. On February 12, 2007, we entered into a Business Financing Agreement with Bridge Bank, National Association that
provides for a $1,500,000 revolving line of credit linked tour receivables. As of August 15, 2007, this limit was
increased to $2,000,000. In addition, our Caneum India subsidiary is currently negotiating a business line of credit. We intend to renegotiate or temporarily suspend the payment terms on our installment loan with the former TierOne
Consulting principals. Our agreement specifically stated that our installment loan payments were on a best efforts
basis. As the former principals of TierOne Consulting are integral senior members of our team, it is in our mutual
interest to renegotiate the payment terms. Our action plan is already underway and will be fully implemented by early 2008. In the interim the company has
contingency plans to manage its cash outflows. This is normal for our business at this time of year. The modified
TierOne Consulting installment payment terms will reduce payments by $20,000 per month through the short term. We have
already deferred or capped certain payments such as our legal expenditures. There is no assurance that our short term profitability plan is achievable. In the event the Company does not
 achieve profitability and positive cash flow from operations in the near term, the Company will be required to obtain additional funding to continue its operations. Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109 Accounting for Income Taxes
 Considering the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements
 Fair Value Measurements
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Accounting for Registration Payment Arrangements
  The Fair Value Option for Financial Assets and
Financial Liabilities,
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Item 3. Controls and Procedures
   Disclosure Controls and Procedures
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PART II
OTHER INFORMATION
 Item 1. Legal Proceedings
 Innofone Litigation
  Barron Litigation
  Publishing Concepts, L.P.
  Item 6. Exhibits
  31.1
    
    Rule 13a-14(a) Certification by Principal Executive Officer31.2
    
    Rule 13a-14(a) Certification by Principal Financial Officer32.1
    
    Section 1350 Certification of Principal Executive Officer32.2
    
    Section 1350 Certification of Principal Financial Officer
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SIGNATURES
  Caneum, Inc.Date: November 14, 2007
    
    By
    
    /s/ Suki MudanSuki Mudan, President (PrincipalExecutive Officer)Date: November 14, 2007
    
    By
    
    /s/ Gary AllhusenGary Allhusen, Chief Operating Officer(Principal Financial Officer)
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31.1
    
    Rule 13a-14(a) Certification by Principal Executive Officer31.2
    
    Rule 13a-14(a) Certification by Principal Financial Officer32.1
    
    Section 1350 Certification of Principal Executive Officer32.2
    
    Section 1350 Certification of Principal Financial Officer
  45