##### Table of Contents



UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB/A-1
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended June 30, 2006
 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 incorporation or organization
    
    I.R.S. Employer I.D. No.170 Newport Center Drive, Suite 210, Newport Beach, CA
    
    92660(Address of principal executive offices)
    
    (Zip Code)
 (949) 273-4000
 (1) Yes þ No o (2) Yes þ No o
 Yes o No þ




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##### Table of Contents



EXPLANATION




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##### 



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




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##### Table of Contents



June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)As restatedCurrent AssetsCash and cash equivalents, including
restricted cash of $343,750 as of June 30, 2006
    
    $
    562,940
    
    
    $
    99,760Accounts receivable, net of allowance for doubtful accounts
of $79,454 and $10,446, respectively
    
    
    1,554,380
    
    
    
    469,074Unbilled receivables
    
    
    4,908
    
    
    
    Prepaid assets  related parties (Note 3)
    
    
    8,995
    
    
    
    68,750Other prepaid expenses and current assets
    
    
    33,085
    
    
    
    51,099Total Current Assets
    
    
    2,164,308
    
    
    
    688,683Fixed AssetsProperty and Equipment
    
    
    23,119
    
    
    
    Software
    
    
    77,962
    
    
    
    16,128101,081
    
    
    
    16,128Less accumulated depreciation
    
    
    (44,202
   )
    
    
    (1,571
    )Total Fixed Assets
    
    
    56,879
    
    
    
    14,557Intangible Assets (Note 4 and 7)Employment contracts
    
    
    78,000
    
    
    
    Customer contracts/relationships
    
    
    670,000
    
    
    
    Licenses
    
    
    75,000
    
    
    
    Trademarks and logos
    
    
    90,000
    
    
    
    Goodwill
    
    
    1,612,500
    
    
    
    2,525,500
    
    
    
    Less accumulated amortization
    
    
    (57,243
    )
    
    
    2,468,257
    
    
    
    Total Assets
    
    $
    4,689,444
    
    
    $
    703,240
   3




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##### Table of Contents



June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)As restatedCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    747,579
    
    
    $
    284,656Credit line
    
    
    90,409
    
    
    
    6,833Accrued payroll and related expenses
    
    
    166,556
    
    
    
    25,839Income tax payable
    
    
    1,500
    
    
    
    Purchase price installment payable (Note 7)
    
    
    787,564
    
    
    
    Total Current Liabilities
    
    
    1,793,608
    
    
    
    317,328Long-Term LiabilitiesDeferred income tax liability
    
    
    9,300Purchase price installment payable (Note 7)
    
    
    678,855
    
    
    
    Commitments and Contingencies (Notes 6, 7 and 10)Stockholders EquityCommon stock, 100,000,000 shares authorized
at $.001 par value: 6,255,646 and 5,386,991
shares issued and outstanding, respectively
    
    
    6,256
    
    
    
    5,386Preferred stock, 20,000,000 shares authorized
at $.001 par value: 4,000,000 and 0 shares
issued and outstanding, respectively
    
    
    4,000
    
    
    
    Additional paid in capital
    
    
    6,012,701
    
    
    
    3,434,328Accumulated deficit
    
    
    (3,775,276
    )
    
    
    (3,013,802
    )Deferred compensation
    
    
    (40,000
    )
    
    
    (40,000
    )Total Stockholders Equity
    
    
    2,207,681
    
    
    
    385,912Total Liabilities and Stockholders Equity
    
    $
    4,689,444
    
    
    $
    703,240
   4




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##### Table of Contents



Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)As restated
    
    
    
    
    
    As restatedRevenue
    
    $
    2,045,405
    
    
    $
    435,382
    
    
    $
    2,900,125
    
    
    $
    639,904Cost of Revenue
    
    
    1,465,893
    
    
    
    338,064
    
    
    
    2,106,202
    
    
    
    476,002Gross Profit
    
    
    579,512
    
    
    
    97,318
    
    
    
    793,923
    
    
    
    163,902Operating Expenses
    
    
    954,602
    
    
    
    474,120
    
    
    
    1,521,024
    
    
    
    1,042,825Loss From Operations
    
    
    (375,090
    )
    
    
    (376,802
    )
    
    
    (727,101
    )
    
    
    (878,923
    )Other Income (Expense)Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    (38,826
    )
    
    
    
    
    
    
    (39,256
    )Interest income
    
    
    5,652
    
    
    
    286
    
    
    
    5,683
    
    
    
    1,279Total Other Income (Expense)
    
    
    (33,174
    )
    
    
    286
    
    
    
    (33,573
    )
    
    
    1,279Loss Before Income Tax
    
    
    (408,264
    )
    
    
    (376,516
    )
    
    
    (760,674
    )
    
    
    (877,644
    )Income Tax Expense
    
    
    
    
    
    
    
    
    
    
    (800
    )
    
    
    (800
    )Net Loss
    
    $
    (408,264
    )
    
    $
    (376,516
    )
    
    $
    (761,474
    )
    
    $
    (878,444
    )Loss per Common Share  Basic and Diluted
    
    $
    (0.07
    )
    
    $
    (0.08
    )
    
    $
    (0.13
    )
    
    $
    (0.20
    )Shares Used in Earnings per Share CalculationsWeighted Average Common Shares -
Basic and Diluted
    
    
    6,216,346
    
    
    
    4,545,645
    
    
    
    5,746,676
    
    
    
    4,468,765
   5




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For the six months endedJune 30,
    
    
    June 30,2006
    
    
    2005(unaudited)
    
    
    (unaudited)As RestatedCash Flows From Operating ActivitiesNet loss
    
    $
    (761,474
    )
    
    $
    (878,444
    )Adjustments to reconcile net loss to net
cash used by operating activities:Stock-based compensation expense
    
    
    237,785
    
    
    
    328,201Expenses paid by stock issuance
    
    
    55,675
    
    
    
    24,077Depreciation and amortization
    
    
    72,887
    
    
    
    Increase in accounts receivable
    
    
    (546,178
    )
    
    
    (293,012
    )Decrease (Increase) in prepaid expenses and other assets
    
    
    106,480
    
    
    
    (28,045
    )Increase accounts payable and accrued liabilities
    
    
    70,338
    
    
    
    139,316Increase in accrued payroll and related expenses
    
    
    140,717
    
    
    
    64,789Net Cash Flows Used by Operating Activities
    
    
    (623,770
    )
    
    
    (643,118
    )Cash Flows From Investing ActivitiesCash issued for purchase of TierOne Consulting, Inc.,
net of cash acquired
    
    
    (1,092,501
    )
    
    
    Purchase of fixed assets
    
    
    (40,953
    )
    
    
    (7,271
    )Net Cash Flows Used by Investing Activities
    
    
    (1,133,454
    )
    
    
    (7,271
    )Cash Flows From Financing ActivitiesIssuance of common stock for cash
    
    
    350,003
    
    
    
    415,000Issuance of Series A preferred shares for cash, net
    
    
    1,790,000
    
    
    
    Payment of debt
    
    
    (133,174
    )Exercise of options
    
    
    130,000
    
    
    
    Increase in credit line
    
    
    83,575
    
    
    
    Net Cash Flows Provided by Financing Activities
    
    
    2,220,404
    
    
    
    415,000Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    463,180
    
    
    
    (235,389
    )Cash and Cash Equivalents, Beginning of the Period
    
    
    99,760
    
    
    
    506,790Cash and Cash Equivalents, End of the Period
    
    $
    562,940
    
    
    $
    271,401
   6




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For the six months endedJune 30,
    
    
    June 30,2006
    
    
    2005(unaudited)
    
    
    (unaudited)Supplemental Disclosure of Cash Flow InformationStock issued for acquisition of license
    
    $
    75,000
    
    
    $
    Stock issued to satisfy accrued expenses
    
    $
    
    
    
    $
    82,200Stock issued in connection with issuance of preferred stock
    
    $
    50,400
    
    
    $
    Cash paid for interest
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    $
    
    
    
    $
    800
  7




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8




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Consolidation
  Revenue Recognition
    Cash and Cash Equivalents
  Stock Options
   9




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##### Table of Contents



For the six months endedJune 30,
    
    
    June 30,2006
    
    
    2005Volatility
    
    
    71.23
    %
    
    
    116.99
    %Risk free Interest rate
    
    
    4.72
    %
    
    
    4.25
    %Expected life of Options
    
    4-5years
    
    4-5years
  Impact of SFAS No. 123R
  Six monthsended June 30, 2006Stock-based compensation expense
    
    $
    237,785Effect on loss per share:Basic
    
    $
    (0.04
    )
 10
    Table of Contents   
      Pro forma for 2005 Under SFAS No. 123
  Three months
    
    
    Six monthsended June 30,
    
    
    ended June 30,2005
    
    
    2005Net income (loss) as reported
    
    $
    (376,516
    )
    
    $
    (878,444
    )Add:stock option-based employee compensation
expense included in reported net loss,
net of related tax effects
    
    
    144,555
    
    
    
    328,201Deduct:stock-based employee compensation
expense, net of related tax effects
    
    
    (470,082
    )
    
    
    (890,882
    )Pro forma
    
    $
    (702,043
    )
    
    $
    (1,141,225
    )Basic and diluted net loss per share, as reported
    
    $
    (0.08
    )
    
    $
    (0.20
    )Basic and diluted net loss per share, pro forma
    
    $
    (0.15
    )
    
    $
    (0.26
    )
  11




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Fair Value of Financial Instruments
   Accounting for Income Taxes
  Earnings (Loss) Per Share
   12




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##### Table of Contents



Use of Estimates
  New Accounting Pronouncements
    Rent
  13
    Table of Contents   
 Investor Relations
  Consulting
  Revenue
   14
    Table of Contents   
      For the six months endedJune 30,2006
    
    
    2005Current:Federal
    
    $
    
    
    
    $
    State
    
    
    800
    
    
    
    800800
    
    
    
    800Deferred:Federal
    
    
    
    
    
    
    State
    
    
    
    
    
    
    Income tax provision
    
    $
    800
    
    
    $
    800
 15
    Table of Contents   
      16




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17
    Table of Contents   
         18
    Table of Contents     For the six month ended
    
    
    For the six months endedJune 30, 2006
    
    
    June 30, 2005Weighted
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at January 1
    
    
    4,636,250
    
    
    $
    0.81
    
    
    
    3,990,000
    
    
    $
    0.67Granted during the three
months ended March 31
    
    
    2,090,000
    
    
    $
    0.83
    
    
    
    670,000
    
    
    $
    2.24Cancelled/forfeited
    
    
    (148,125
    )
    
    $
    1.86
    
    
    
    
    
    
    $
    0.00Exercised
    
    
    (240,454
    )
    
    $
    0.54
    
    
    
    
    
    
    $
    0.00Outstanding March 31
    
    
    6,337,671
    
    
    $
    0.81
    
    
    
    4,660,000
    
    
    $
    0.89Granted during the three
months ended June 30
    
    
    430,000
    
    
    $
    0.70
    
    
    
    637,500
    
    
    $
    1.51Cancelled/forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding June 30
    
    
    6,767,671
    
    
    $
    0.80
    
    
    
    5,297,500
    
    
    $
    0.97Options Exercisable at June 30
    
    
    4,228,858
    
    
    
    
    
    
    
    3,757,739Weighted-average fair value
of options granted during the
period
    
    
    
    
    
    $
    0.50
    
    
    
    
    
    
    $
    1.51
  19




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##### Table of Contents



Options OutstandingWeighted-
    
    
    
    
    
    
    Options ExercisableAverage
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Number
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AverageExercise
    
    Outstanding
    
    
    Contractual
    
    
    Exercise
    
    
    Exercisable
    
    
    ExercisePrices
    
    June 30, 2006
    
    
    Life
    
    
    Prices
    
    
    June 30, 2006
    
    
    Prices$0.00 - $1.00
    
    
    6,000,796
    
    
    4 years
    
    $
    0.70
    
    
    
    3,690,035
    
    
    $
    0.62$1.00 - $2.00
    
    
    679,375
    
    
    5 years
    
    $
    1.47
    
    
    
    341,261
    
    
    $
    1.46$2.00 - $3.00
    
    
    87,500
    
    
    5 years
    
    $
    2.66
    
    
    
    197,562
    
    
    $
    2.50$0.00 - $3.00
    
    
    6,767,671
    
    
    4 years
    
    $
    0.80
    
    
    
    4,228,858
    
    
    $
    0.78
  
    
    50,000 warrants for common shares at $0.75 each. These warrants were issued during 2005
and are fully vested.
    
    50,000 warrants for common shares at $1.40 each. These warrants were issued to
consultants to the Company and are fully vested.
    
    In connection with the Barron funding that is more fully described in Note 6, the
Company issued 4,160,000 warrants for common shares at $0.50, 2,080,000 warrants for common
 shares at $1.00 and 2,080,000 warrants for common shares at $1.50.
    
    The Company issued shares of common stock in a private placement with accompanying
Common Stock Purchase Warrants at the rate of 50% of the shares purchased. Accordingly
283,668 warrants are outstanding related to this common stock. The warrants will be
exercisable at $1.00 with certain incentive discounts to the exercise price available
through December 31, 2008.
 20
    Table of Contents   
  Credit Line
  Employment Contracts
  
    
    Sukhbir Singh Mudan. The initial period of the employment agreement for Mr. Mudan is
three years. Mr. Mudan is required to devote 100% of his business time to the business of
the Company, and his base salary is $120,000 per annum. Mr. Mudan received options to
purchase 1,000,000 shares at $0.55 per share as additional compensation for entering into
the agreement.
    
    Alan S. Knitowski. Mr. Knitowski is required to devote his best efforts to performing
well all duties that the Company may reasonably assign to him from time to time during the
term of the agreement, but he will not be required to devote in excess of 25% of his
business time and effort to providing these services. His base salary is $120,000 per
annum and he received options to purchase 1,000,000 shares at $0.55 per share as additional
compensation for entering into the agreement.
  21
    Table of Contents   
     22




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For the six months endedJune 30,
    
    
    June 30,2006
    
    
    2005Proforma
    
    
    Proforma(unaudited)
    
    
    (unaudited)Revenue
    
    $
    3,942,402
    
    
    $
    3,109,256Cost of Revenue
    
    
    2,659,256
    
    
    
    2,106,716Gross Profit
    
    
    1,283,146
    
    
    
    1,002,540Operating Expenses
    
    
    2,094,128
    
    
    
    1,657,404Loss From Operations
    
    
    (810,982
    )
    
    
    (654,864
    )Other Income (Expense)Interest Expense
    
    
    (39,256
    )
    
    
    Interest income
    
    
    5,683
    
    
    
    1,279Total Other Income (Expense)
    
    
    (33,573
    )
    
    
    1,279Loss Before Income Tax
    
    
    (844,555
    )
    
    
    (653,585
    )Income Tax Expense
    
    
    (825
    )
    
    
    (800
    )Net Loss
    
    $
    (845,380
    )
    
    $
    (654,385
    )Loss Per Common Share  Basic and Diluted
    
    $
    (0.15
    )
    
    $
    (0.15
    )Shares Used in Earnings per Share CalculationsWeighted Average Common Shares
    
    
    5,746,676
    
    
    
    4,468,765
  23




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##### Table of Contents



As of June 30, 2006As Reported
    
    
    Adjustment
    
    
    As RestatedTotal current assets
    
    $
    2,330,750
    
    
    $
    (166,442
    )
    
    $
    2,164,308Total long-term assets
    
    
    2,207,173
    
    
    
    317,963
    
    
    
    2,525,136Total assets
    
    $
    4,537,923
    
    
    $
    151,521
    
    
    $
    4,689,444Total current liabilities
    
    $
    1,629,579
    
    
    $
    164,029
    
    
    $
    1,793,608Total long-term liabilities
    
    
    577,500
    
    
    
    110,655
    
    
    
    688,155Total liabilities
    
    $
    2,207,079
    
    
    $
    274,684
    
    
    $
    2,481,763Total shareholders equity
    
    $
    2,330,844
    
    
    $
    (123,163
    )
    
    $
    2,207,681Total liabilities and shareholders equity
    
    $
    4,537,923
    
    
    $
    151,521
    
    
    $
    4,689,444
  24




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##### Table of Contents



Three Months Ended June 30, 2006
    
    
    Six Months Ended June 30, 2006As Reported
    
    
    Adjustment
    
    
    As Restated
    
    
    As Reported
    
    
    Adjustment
    
    
    As RestatedRevenues
    
    $
    2,211,847
    
    
    $
    (166,442
    )
    
    $
    2,045,405
    
    
    $
    3,066,567
    
    
    $
    (166,442
    )
    
    $
    2,900,105Cost of Revenue
    
    
    1,474,293
    
    
    
    (8,400
    )
    
    
    1,465,893
    
    
    
    2,114,602
    
    
    
    (8,400
    )
    
    
    2,106,202Gross Profit
    
    
    737,554
    
    
    
    (158,042
    )
    
    
    579,512
    
    
    
    951,965
    
    
    
    (158,042
    )
    
    
    793,293Operating Expenses
    
    
    1,062,119
    
    
    
    (107,517
    )
    
    
    954,602
    
    
    
    1,564,084
    
    
    
    (43,060
    )
    
    
    1,521,024Loss from operations
    
    
    (324,565
    )
    
    
    (50,525
    )
    
    
    (375,090
    )
    
    
    (612,119
    )
    
    
    (114,982
    )
    
    
    (727,101
    )Other expense. net
    
    
    (24,993
    )
    
    
    (8,181
    )
    
    
    (33,174
    )
    
    
    (25,391
    )
    
    
    (8,181
    )
    
    
    (33,573
    )Loss before income tax
    
    
    (349,558
    )
    
    
    (58,706
    )
    
    
    (408,264
    )
    
    
    (637,511
    )
    
    
    (123,163
    )
    
    
    (760,674
    )Income tax
(provision) benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (800
    )
    
    
    
    
    
    
    (800
    )Loss from continuing
operations
    
    $
    (349,558
    )
    
    $
    (58,706
    )
    
    $
    (408,264
    )
    
    $
    (638,311
    )
    
    $
    (123,163
    )
    
    $
    (761,474
    )Loss per common share
 basic and diluted
    
    $
    (0.06
    )
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.11
    )
    
    $
    (0.02
    )
    
    $
    (0.13
    )Weighted average
common shares
outstanding  basic
and diluted
    
    
    6,216,346
    
    
    
    
    
    
    
    6,216,346
    
    
    
    5,746,676
    
    
    
    
    
    
    
    5,746,676
  25




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Item 2. Managements Discussion and Analysis and Plan of Operation




Background




Critical Accounting Policies










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Results of Operations
 Three Months and Six Months Ended June 30, 2006, versus the Three and Six Months Ended June 30,
2005
   Cost of Revenue and Gross Profit
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Operating Expenses
    
    
    Stock-based compensation expense was $127,800 and $144,555 for the quarters ended June
30, 2006 and 2005, respectively. This represents a decrease of $16,755. The decrease is
principally the result less shares vesting in the current quarter relative to the
comparative prior year period and a reduction in the estimated fair value of options that
resulted from current assumptions used in the Black-Scholes option pricing model.
    
    Stock-based compensation expense was of $237,785 and $328,201 for the six months ended
June 30, 2006 and 2005, respectively. This represents a decrease of $90,416. The decrease
is principally the result less shares vesting in the current period relative to the
comparative prior year period and a reduction in the estimated fair value of options that
resulted from current assumptions used in the Black-Scholes option pricing model.
    
    Payroll, (excluding bonus), and related expenses are approximately 50% of our operating
expenses and amounted to $548,093 and $192,431 for the quarters ended June 30, 2006 and
2005, respectively. The increase of $289,638 resulted from the acquisition of TierOne and
the addition of two more recruiting personnel.
    
    Payroll, (excluding bonus), and related expenses are approximately 40% of our operating
expenses and amounted to $623,850 and $434,820 for the six months ended June 30, 2006 and
2005, respectively. The increase of $189,030 resulted from the acquisition of TierOne and
the addition of two more recruiting personnel.
    
    We determine the cost of being public as including legal and accountant fees, filing
fees and investor relations. These expenses are approximately 12% of the operating
expenses and amounted to $192,167 and $73,900 for the six months ended June 30, 2006 and
2005, respectively. This increase resulted largely from the fact that our audit and
accounting fees increased over 2005, as our operating activities expanded including the
acquisition of TierOne.
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
    
    Our consolidated operating expenses increased significantly as a result of continued
growth in revenues and our acquisition of TierOne. 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 acquisition.


Other Income (Expense)






Net loss






Liquidity and Capital Resources








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Off-Balance Sheet Arrangements




Recent Accounting Pronouncements




Forward-Looking Statements


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Item 3. Controls and Procedures


Material Weaknesses in Internal Control Over Financial Reporting









    
    We are implementing a monthly review and sign-off process on all accrual and
amortization entries by the Principal Financial Officer for the accounts listed above;
and
    
    We have begun searching for, and prior to the next quarter end, we believe we will
hire, a full-time Controller responsible for day to day accounting activities,
financial reporting and assisting the Principal Financial Officer with the preparation
of our financial statements.


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Effect of Restatement on Our Controls
   Changes in Internal Control over Financial Reporting
    Evaluation of Disclosure Controls and Procedures
  PART II
 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 20, 2006
    By:
    /s/ Suki MudanSuki Mudan, President (PrincipalExecutive Officer)Date: November 20, 2006
    By:
    /s/ Gary AllhusenGary Allhusen, Chief OperatingOfficer (Principal Financial Officer)  33




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EXHIBIT INDEX
 ExhibitIndex
    
    Description31.1
    
    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
  34