##### 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 June 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 organization170 Newport Center Drive, Suite 210, Newport Beach, CA
    
    92660(Address of principal executive offices)
    
    (Zip Code)
 (949) 273-4000
  o þ 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 Stockholders 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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June 30,2007
    
    
    December 31,Unaudited
    
    
    2006CURRENT ASSETSCash and cash equivalents
    
    $
    117,313
    
    
    $
    335,202Accounts receivable, net of allowance of $331,356 and $229,626, respectively
    
    
    2,943,753
    
    
    
    1,840,994Prepaid assets
    
    
    122,736
    
    
    
    57,673Other current assets
    
    
    15,000
    
    
    
    15,000Total current assets
    
    
    3,198,802
    
    
    
    2,248,869LONG TERM ASSETSProperty & equipment, net
    
    
    209,149
    
    
    
    194,373Intangibles, net
    
    
    742,524
    
    
    
    938,587Goodwill
    
    
    1,464,805
    
    
    
    1,464,805Other
    
    
    4,592
    
    
    
    4,592TOTAL ASSETS
    
    $
    5,619,872
    
    
    $
    4,851,226
   3




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##### Table of Contents



June 30,2007
    
    
    December 31,Unaudited
    
    
    2006CURRENT LIABILITIESAccounts payable
    
    $
    1,591,873
    
    
    $
    830,468Accrued expenses
    
    
    12,288
    
    
    
    67,098Credit lines
    
    
    1,392,636
    
    
    
    159,966Accrued payroll and related expenses
    
    
    117,382
    
    
    
    119,556Notes payable
    
    
    16,223
    
    
    
    61,480Current portion of installment loans
    
    
    1,018,288
    
    
    
    785,573Other current liabilities
    
    
    81,357
    
    
    
    84,522Total current liabilities
    
    
    4,230,047
    
    
    
    2,108,663LONG TERM LIABILITIESInstallment loans, less current portion
    
    
    
    
    
    
    665,862Other non current liabilities
    
    
    61,193
    
    
    
    51,127Total liabilities
    
    
    4,291,240
    
    
    
    2,825,652Minority Interest
    
    
    
    
    
    
    231,227SHAREHOLDERS EQUITYPreferred stock, $0.001 par value
20,000,000 shares authorized, 3,332,500 and
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
    
    
    8,331,719
    
    
    
    7,592,702Accumulated other comprehensive income
    
    
    69,925
    
    
    
    Accumulated deficit
    
    
    (7,097,055
    )
    
    
    (5,809,604
    )Total shareholders equity
    
    
    1,328,632
    
    
    
    1,794,347TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    5,619,872
    
    
    $
    4,851,226
   4




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    

    
    
    June 30,June 30,
    
    
    2006
    
    
    June 30,
    
    
    20062007
    
    
    Unaudited
    
    
    2007
    
    
    UnauditedUnaudited
    
    
    As Restated
    
    
    Unaudited
    
    
    As RestatedRevenue
    
    $
    3,241,315
    
    
    $
    1,983,528
    
    
    $
    5,991,688
    
    
    $
    2,884,203Cost of revenue
    
    
    2,541,978
    
    
    
    1,460,542
    
    
    
    4,730,190
    
    
    
    2,113,438Gross profit
    
    
    699,337
    
    
    
    522,986
    
    
    
    1,261,498
    
    
    
    770,765Operating expenses
    
    
    1,187,839
    
    
    
    967,760
    
    
    
    2,297,794
    
    
    
    1,538,322Loss from operations
    
    
    (488,502
    )
    
    
    (444,774
    )
    
    
    (1,036,296
    )
    
    
    (767,557
    )Other income (expense)Interest income (expense), net
    
    
    (51,531
    )
    
    
    (36,132
    )
    
    
    (104,023
    )
    
    
    (36,101
    )Loss on foreign exchange
    
    
    (38,745
    )
    
    
    
    
    
    
    (53,048
    )
    
    
    Total other income (expense)
    
    
    (90,276
    )
    
    
    (36,132
    )
    
    
    (157,071
    )
    
    
    (36,101
    )Minority Interest
    
    
    (11,974
    )
    
    
    
    
    
    
    (80,352
    )
    
    
    Loss before income tax
    
    
    (590,752
    )
    
    
    (480,906
    )
    
    
    (1,273,719
    )
    
    
    (803,658
    )Income tax expense
    
    
    (10,748
    )
    
    
    
    
    
    
    (13,732
    )
    
    
    (800
    )Net loss
    
    $
    (601,500
    )
    
    $
    (480,906
    )
    
    $
    (1,287,451
    )
    
    $
    (804,458
    )Beneficial Conversion Charge upon
Issuance of
Preferred Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    755,048Net Loss Attributable to Common
Stockholders
    
    $
    (601,500
    )
    
    $
    (480,906
    )
    
    $
    (1,287,451
    )
    
    $
    (1,559,506
    )Basic and
diluted net loss per common share
    
    $
    (0.07
    )
    
    $
    (0.08
    )
    
    $
    (0.16
    )
    
    $
    (0.27
    )Weighted average number of Common
Shares
outstanding used in the calculation
    
    
    8,045,480
    
    
    
    6,216,346
    
    
    
    7,996,050
    
    
    
    5,746,676Net loss
    
    
    (601,500
    )
    
    
    (480,906
    )
    
    
    (1,287,451
    )
    
    
    (804,458
    )Comprehensive Income:Foreign currency translation
adjustment (Note 2)
    
    
    55,869
    
    
    
    
    
    
    
    69,925
    
    
    
    Comprehensive Loss
    
    
    (545,631
    )
    
    
    (480,906
    )
    
    
    (1,217,526
    )
    
    
    (804,458
    )
   5




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For the Six Months EndedJune 30,June 30,
    
    
    20062007
    
    
    UnauditedUnaudited
    
    
    As RestatedCASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,287,451
    )
    
    $
    (804,458
    )Adjustments to reconcile net loss to net cash used in operating activitiesStock-based compensation expense
    
    
    299,212
    
    
    
    237,785Expenses
paid by stock issuances or committed issuances
    
    
    317,003
    
    
    
    64,600Interest accreted to TierOne notes
    
    
    34,538
    
    
    
    32,527Depreciation and amortization
    
    
    33,946
    
    
    
    18,258Amortization of acquired intangibles from business combinations
    
    
    122,354
    
    
    
    77,850Bad Debt expense
    
    
    
    
    
    
    72,721Minority interest
    
    
    80,352
    
    
    
    (Increase) decrease inAccounts receivable
    
    
    (1,070,247
    )
    
    
    (540,568
    )Prepaid
assets and other current assets
    
    
    (58,584
    )
    
    
    102,822Increase inAccounts payable and accrued expenses
    
    
    698,495
    
    
    
    92,302Accrued payroll and related expenses
    
    
    6,514
    
    
    
    140,717Net cash used in operating activities
    
    
    (823,868
    )
    
    
    (505,444
    )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
    
    
    (36,802
    )
    
    
    (17,834
    )Net cash used in investing activities
    
    
    (126,088
    )
    
    
    (1,356,461
    )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
    
    
    (543,857
    )
    
    
    (31,819
    )Addition to debt
    
    
    24,225
    
    
    
    Exercise of options
    
    
    
    
    
    
    132,250Increase in
credit lines
    
    
    1,232,671
    
    
    
    84,650Net cash provided by financing activities
    
    
    713,039
    
    
    
    2,325,085Effect of changes in foreign currency exchange rates on cash
    
    
    19,028
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (217,889
    )
    
    
    463,180CASH AND
CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    335,202
    
    
    
    99,760CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    117,313
    
    
    $
    562,940SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONInterest paid
    
    $
    72,745
    
    
    $
    24,906Income taxes paid
    
    $
    13,732
    
    
    $
    800
   6




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Supplement disclosure of Non-Cash Investing and Financing
Activities:
           7




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NOTE 1  CORPORATE HISTORY
 Organization
    Basis of Presentation
   8




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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
  Stock-Based Compensation
 Share-Based
Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to
Employees
  10




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Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
 Accounting
for the Impairment or Disposal of Long-lived Assets.
  11




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Fair Value of Financial Instruments
  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
  14




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Fair Value Measurements
 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
   Consulting
  Customer
   16




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NOTE 4  INTANGIBLE ASSETS
     17




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AccumulatedAmortizationUseful
    
    
    Gross
    
    
    as of
    
    
    Unamort.Life
    
    
    Cost
    
    

June 07
    
    
    BalanceCustomer contracts & relationships
    
    5 Yrs
    
    $
    737,000
    
    
    $
    184,250
    
    
    $
    552,750Employment contracts
    
    2 Yrs
    
    $
    78,000
    
    
    $
    48,750
    
    
    $
    29,250Licenses
    
    1 Yr
    
    $
    75,000
    
    
    $
    75,000
    
    
    $
    Continuum customer relationships*
    
    5 Yrs
    
    $
    88,000
    
    
    $
    17,500
    
    
    $
    70,500
 
   Fiscal 2007 - Remaining
    
    
    101,000Fiscal 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
  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
  21




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NOTE 8  CONTINUUM TRANSACTION
     22




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1
  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
  23




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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
   24




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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.
  25




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NOTE 11  NOTES PAYABLE
 Credit Lines
        26




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Installment Loans Payable to Tier One Consulting Principals
  NOTE 12  SUBSEQUENT EVENTS
 Barron Litigation
  Bridge Bank Line of Credit increase
   27




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NOTE 14  PRIOR PERIOD RESTATEMENT
  For the Three Months EndedJune 30,2006Unaudited
    
    
    Previously
    
    
    RestatementAs Restated
    
    
    Reported
    
    
    AdjustmentRevenue
    
    $
    1,983,528
    
    
    $
    2,045,405
    
    
    
    (61,877
    )Cost of revenue
    
    
    1,460,542
    
    
    
    1,465,893
    
    
    
    (5,351
    )Gross profit
    
    
    522,986
    
    
    
    579,512
    
    
    
    (56,526
    )Operating expenses
    
    
    967,760
    
    
    
    954,602
    
    
    
    13,158Loss from operations
    
    
    (444,774
    )
    
    
    (375,090
    )
    
    
    (69,684
    )Other expenseInterest expense, net
    
    
    (36,132
    )
    
    
    (33,174
    )
    
    
    (2,958
    )Total other expense, net
    
    
    (36,132
    )
    
    
    (33,174
    )
    
    
    (2,958
    )Loss before income tax
    
    
    (480,906
    )
    
    
    (408,264
    )
    
    
    (72,642
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (480,906
    )
    
    $
    (408,264
    )
    
    $
    (72,642
    )Beneficial Conversion Charge upon issuance of
Preferred Shares
    
    
    
    
    
    
    
    
    
    
    Net Loss Attributable to common Stockholders
    
    $
    (480,906
    )
    
    $
    (408,264
    )
    
    $
    (72,642
    )Basic and
diluted net loss per common share
    
    $
    (0.08
    )
    
    $
    (0.07
    )
    
    $
    (0.01
    )Weighted average number of
common shares outstanding used in the calculation
    
    
    6,216,346
    
    
    
    6,216,346
  28




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For the Six Months EndedJune 30,2006Unaudited
    
    
    Previously
    
    
    RestatementAs
Restated
    
    
    Reported
    
    
    AdjustmentRevenue
    
    $
    2,884,203
    
    
    $
    2,900,125
    
    
    
    (15,922
    )Cost of revenue
    
    
    2,113,438
    
    
    
    2,106,202
    
    
    
    7,236Gross profit
    
    
    770,765
    
    
    
    793,923
    
    
    
    (23,158
    )Operating expenses
    
    
    1,538,322
    
    
    
    1,521,024
    
    
    
    17,298Loss from operations
    
    
    (767,557
    )
    
    
    (727,101
    )
    
    
    (40,456
    )Other expenseInterest expense, net
    
    
    (36,101
    )
    
    
    (33,573
    )
    
    
    (2,528
    )Total other
expense, net
    
    
    (36,101
    )
    
    
    (33,573
    )
    
    
    (2,528
    )Loss before income tax
    
    
    (803,658
    )
    
    
    (760,674
    )
    
    
    (42,984
    )Income tax expense
    
    
    (800
    )
    
    
    (800
    )
    
    
    Net loss
    
    $
    (804,458
    )
    
    $
    (761,474
    )
    
    $
    (42,984
    )Beneficial Conversion Charge upon issuance of
Preferred Shares
    
    
    755,048
    
    
    
    
    
    
    
    755,048Net Loss Attributable to common Stockholders
    
    $
    (1,559,506
    )
    
    $
    (761,474
    )
    
    $
    (798,032
    )Basic and
diluted net loss per common share
    
    $
    (0.27
    )
    
    $
    (0.13
    )
    
    $
    (0.14
    )Weighted average number of common shares outstanding used in the
calculation
    
    
    5,746,676
    
    
    
    5,746,676
  29




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NOTE
14  PRIOR PERIOD RESTATEMENT (Continued)
     30




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Item 2. Managements Discussion and Analysis and Plan of Operation
  Forward-Looking Statements
  Background
    31




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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.
  Critical Accounting Policies
   32




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Results of Operations
 Three and Six Months Ended June 30, 2007, versus the Three and Six Months Ended June 30, 2006
   Cost of Revenue and Gross Profit
    33




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Operating Expenses
   
    
    Stock-based compensation expense and expenses paid by stock issuance was $280,300
and $158,100 for the three months ended June 30, 2007 and 2006, respectively. This
represents an increase of $122,200 and is principally the result of accruing stock
bonuses of $143,000 for India off-set by less use of common stock for services in the
U.S. Stock-based compensation expense was $616,200 and $302,400 for the six months
ended June 30, 2007 and 2006, respectively. This represents an increase of $313,800
and is principally the result of accruing stock bonuses in the amount of $286,400 for
India.
 
    
    Payroll and related expenses, (excluding bonus) were approximately 30% of our
operating expenses in 2007 and amounted to $357,000 and $368,000 for the three months
ended June 30, 2007 and 2006, respectively. The decrease of $11,000 resulted from a
temporary change in our staffing level and more reliance on outside professional
services. Payroll and related expenses, (excluding bonus), were also approximately
30% of our operating expenses in 2007 and amounted to $697,900 and $500,700 for the
six months ended June 30, 2007 and 2006, respectively. The increase of $197,200 was
primarily due to the prior year period not including some of our senior level staffing
who became employees following our acquisition of TierOne on March 28, 2006 and our
acquisition of Continuum Systems on December 31, 2006.
  34




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##### Table of Contents




    
    We determine the cost of being public as including legal and accounting fees,
filing fees and investor relations. These expenses amounted to $321,200 and $158,400
for the three months ended June 30, 2007 and 2006, respectively. The increase of
$162,800 resulted largely from the fact that our audit was incurred in the second
quarter of 2007 vs. the first quarter in 2006 and the additional expense of correcting
errors made in the 2006 quarterly filings. These expenses are approximately 21.6% of
the 2007 operating expenses and amounted to $496,800 and $336,300 for the six months
ended June 30, 2007 and 2006, respectively. The increase of $160,500 resulted largely
from increased legal and accounting fees due to correcting errors made in the 2006
quarterly filings offset by a decrease in investor relations.
    
    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)
  Net loss
  Liquidity and Capital Resources
    35




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Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109 Accounting for Income Taxes
  36




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Considering the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements
 Fair Value Measurements
 Accounting for Registration Payment Arrangements
  The Fair Value Option for Financial Assets and
Financial Liabilities,
  37




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Item 3. Controls and Procedures
    
    
    We created the position of Vice President of Finance and Accounting responsible
for day to day accounting activities, financial reporting and assisting Principal
Financial Officer with the preparation of our financial statements.
    
    We are implementing a monthly review and sign-off process on all accrual and
amortization entries by the Vice President of Finance and Accounting
    
    We are implementing standard operating procedures and processes for monthly
revenue recognition, expense accruals, Prepayments and stock-based compensation.
    
    We are implementing expense control procedures including analysis of potential
outsourced opportunities including, but not limited to, human resources, marketing,
and accounting.
    38




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Disclosure Controls and Procedures
   39




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PART II
OTHER INFORMATION
 Item 1. Legal Proceedings
 Innofone Litigation
  Barron Litigation
  Item 2. Unregistered Sales of Equity Securities
    40




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Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  
    
    In writing at 170 Newport Center Drive, Suite 210, Newport Beach, CA 92660
    
    By email at suki@caneum.com
 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
  41




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SIGNATURES
  Caneum, Inc.Date:  September 10, 2007
    By

/s/
Suki MudanSuki Mudan, President(Principal Executive Officer)Date:  September 10, 2007
    By

/s/
Gary AllhusenGary Allhusen, Chief Operating Officer(Principal Financial Officer)  42




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EXHIBIT INDEX
 ExhibitNumber
    
    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
  43