##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB/A-2
  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.3101 W. Coast Highway, Suite 400 Newport Beach, CA
    
    92663-4035(Address of principal executive offices)
    
    (Zip Code)
 (949) 273-4000
 (1) Yes o No þ (2) Yes þ No o
 Yes o No þ
  Yes o No þ




---



##### 



Part I
Financial Information
 Item 1 Financial Statements
 
 PageFinancial StatementsCondensed Consolidated Balance Sheets  Assets
    
    
    4Condensed Consolidated Balance Sheets  Liabilities and Stockholders Equity
    
    
    5Condensed Consolidated Statements of Operations
    
    
    6Condensed Consolidated Statements of Cash Flows
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    9Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



EXPLANATION
      3




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 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 of $79,454 and $6,733, respectively
    
    
    1,540,262
    
    
    
    469,074Prepaid assets  related parties
    
    
    8,995
    
    
    
    68,750Prepaid assets
    
    
    28,192
    
    
    
    51,099Other current assets
    
    
    15,000
    
    
    
    Total current assets
    
    
    2,155,389
    
    
    
    688,683LONG TERM ASSETSProperty & equipment, net
    
    
    54,265
    
    
    
    14,557Intangibles, net
    
    
    902,150
    
    
    
    Goodwill
    
    
    1,464,805
    
    
    
    Other
    
    
    1,150
    
    
    
    TOTAL ASSETS
    
    $
    4,577,759
    
    
    $
    703,240
   4




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##### Table of Contents



June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)As RestatedCURRENT LIABILITIESAccounts payable and accrued liabilities
    
    $
    657,611
    
    
    $
    284,656Credit lines
    
    
    91,131
    
    
    
    6,833Accrued payroll and related expenses
    
    
    166,556
    
    
    
    25,839Current portion of installment loans
    
    
    754,384
    
    
    
    Other current liabilities
    
    
    1,500
    
    
    
    Total current liabilities
    
    
    1,671,182
    
    
    
    317,328LONG TERM LIABILITIESInstallment loans, less current portion
    
    
    695,808
    
    
    
    Other non current liabilities
    
    
    9,300
    
    
    
    Total liabilities
    
    
    2,376,290
    
    
    
    317,328SHAREHOLDERS EQUITYPreferred stock, $0.001 par value 20,000,000 shares authorized, 4,000,000
and 0 shares issued and outstanding (Liquidation preference $2,000,000)
    
    
    4,000
    
    
    
    Common stock, $0.001
par value 100,000,000 shares authorized, 6,233,203
and 5,386,991 shares issued and outstanding
    
    
    6,232
    
    
    
    5,386Additional paid-in capital
    
    
    6,049,497
    
    
    
    3,434,328Deferred compensation
    
    
    (40,000
    )
    
    
    (40,000
    )Accumulated deficit
    
    
    (3,818,260
    )
    
    
    (3,013,802
    )Total shareholders equity
    
    
    2,201,469
    
    
    
    385,912TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    4,577,759
    
    
    $
    703,240
   5




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Unaudited
    
    
    Unaudited
    
    
    Unaudited
    
    
    UnauditedAs Restated
    
    
    
    
    
    As RestatedRevenue
    
    $
    1,983,528
    
    
    $
    435,382
    
    
    $
    2,884,203
    
    
    $
    639,904Cost of revenue
    
    
    1,460,542
    
    
    
    338,064
    
    
    
    2,113,438
    
    
    
    476,002Gross profit
    
    
    522,986
    
    
    
    97,318
    
    
    
    770,765
    
    
    
    163,902Operating expenses
    
    
    967,760
    
    
    
    474,120
    
    
    
    1,538,322
    
    
    
    1,042,825Loss from operations
    
    
    (444,774
    )
    
    
    (376,802
    )
    
    
    (767,557
    )
    
    
    (878,923
    )Interest
income (expense), net
    
    
    (36,132
    )
    
    
    286
    
    
    
    (36,101
    )
    
    
    1,279Loss before income tax
    
    
    (480,906
    )
    
    
    (376,516
    )
    
    
    (803,658
    )
    
    
    (877,644
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    (800
    )
    
    
    (800
    )Net loss
    
    $
    (480,906
    )
    
    $
    (376,516
    )
    
    $
    (804,458
    )
    
    $
    (878,444
    )Beneficial Conversion Charge upon Issuance of
Preferred Shares
    
    
    
    
    
    
    
    
    
    
    755,048
    
    
    
    Net Loss Attributable to Common Stockholders
    
    $
    (480,906
    )
    
    $
    (376,516
    )
    
    $
    (1,559,506
    )
    
    $
    (878,444
    )Basic and diluted net loss per common share
    
    $
    (0.08
    )
    
    $
    (0.08
    )
    
    $
    (0.27
    )
    
    $
    (0.20
    )Weighted average number of Common Shares
outstanding used in the calculation
    
    
    6,216,346
    
    
    
    4,545,645
    
    
    
    5,746,676
    
    
    
    4,468,765
   6




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##### Table of Contents



For the Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005Unaudited
    
    
    UnauditedAs RestatedCASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (804,458
    )
    
    $
    (878,444
    )Adjustments to reconcile net loss to net cash
used in operating activitiesStock-based compensation expense
    
    
    237,785
    
    
    
    328,201Expenses paid by stock issuances
    
    
    64,600
    
    
    
    24,077Interest accreted to TierOne notes
    
    
    32,527
    
    
    
    Depreciation and amortization
    
    
    18,258
    
    
    
    Amortization of acquired intangibles from business combinations
    
    
    77,850
    
    
    
    Bad Debt expense
    
    
    72,721
    
    
    
    (Increase) decrease inAccounts receivable
    
    
    (540,568
    )
    
    
    (293,012
    )Other prepaid assets and current assets
    
    
    102,822
    
    
    
    (28,045
    )Increase inAccounts payable and accrued liabilities
    
    
    92,302
    
    
    
    139,316Accrued payroll and related expenses
    
    
    140,717
    
    
    
    64,789Net cash used in operating activities
    
    
    (505,444
    )
    
    
    (643,118
    )CASH FLOWS FROM INVESTING ACTIVITIESCash paid for acquisition of TierOne Consulting, Inc., net of cash acquired
    
    
    (1,338,627
    )
    
    
    Purchase of fixed assets
    
    
    (17,834
    )
    
    
    (7,271
    )Net cash used in investing activities
    
    
    (1,356,461
    )
    
    
    (7,271
    )CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock for cash
    
    
    350,004
    
    
    
    415,000Issuance of Series A preferred shares for cash, net
    
    
    1,790,000
    
    
    
    Payment of debt
    
    
    (31,819
    )
    
    
    Exercise of options
    
    
    132,250
    
    
    
    Increase in credit line
    
    
    84,650
    
    
    
    Net cash provided by financing activities
    
    
    2,325,085
    
    
    
    415,000Net increase (decrease) in cash and cash equivalents
    
    
    463,180
    
    
    
    (235,389
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    99,760
    
    
    
    506,790CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    562,940
    
    
    $
    271,401SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONInterest paid
    
    $
    24,906
    
    
    $
    Income taxes paid
    
    $
    800
    
    
    $
    800
   7




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##### Table of Contents



Supplement
disclosure of Non-Cash Investing and Financing Activities:
       8




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##### Table of Contents



NOTE 1  PRIOR PERIOD RESTATEMENT
 June 30,
    
    
    Previously
    
    
    Restatement2006
    
    
    Reported
    
    
    AdjustmentAs restatedUnaudited
    
    
    Unaudited
    
    
    UnauditedCURRENT ASSETSCash and cash equivalents
    
    $
    562,940
    
    
    $
    562,940
    
    
    $
    Accounts receivable
    
    
    1,540,262
    
    
    
    1,559,288
    
    
    
    (19,026
    )Prepaid assets  related parties
    
    
    8,995
    
    
    
    8,995
    
    
    
    Prepaid assets
    
    
    28,192
    
    
    
    18,085
    
    
    
    10,107Other current assets
    
    
    15,000
    
    
    
    15,000
    
    
    
    Total current assets
    
    
    2,155,389
    
    
    
    2,164,308
    
    
    
    (8,919
    )LONG TERM ASSETSProperty and equipment, net
    
    
    54,265
    
    
    
    56,879
    
    
    
    (2,614
    )Intangibles, net
    
    
    902,150
    
    
    
    855,757
    
    
    
    46,393Goodwill
    
    
    1,464,805
    
    
    
    1,612,500
    
    
    
    (147,695
    )Other
    
    
    1,150
    
    
    
    
    
    
    
    1,150TOTAL ASSETS
    
    $
    4,577,759
    
    
    $
    4,689,444
    
    
    $
    (111,685
    )CURRENT LIABILITIESAccounts payable and Accrued Liabilities
    
    $
    657,611
    
    
    $
    747,579
    
    
    $
    (89,968
    )Credit lines
    
    
    91,131
    
    
    
    90,409
    
    
    
    722Accrued payroll and related expenses
    
    
    166,556
    
    
    
    166,556
    
    
    
    Current portion of Installment loans
    
    
    754,384
    
    
    
    787,564
    
    
    
    (33,180
    )Other current liabilities
    
    
    1,500
    
    
    
    1,500
    
    
    
    Total current liabilities
    
    
    1,671,182
    
    
    
    1,793,608
    
    
    
    (122,426
    )LONG TERM LIABILITIESInstallment loans, less current portion
    
    
    695,808
    
    
    
    678,855
    
    
    
    16,953Other non current liabilities
    
    
    9,300
    
    
    
    9,300
    
    
    
    Total liabilities
    
    
    2,376,290
    
    
    
    2,481,763
    
    
    
    (105,473
    )SHAREHOLDERS EQUITYPreferred
stock, $0.001 par value 20,000,000 shares
authorized 4,000,000 shares issued and outstanding
(Liquidation preference $2,000,000)
    
    $
    4,000
    
    
    $
    4,000
    
    
    $
    Common stock.
$0.001 par value 100,000,000 shares authorized 6,233,203 shares issued and outstanding
    
    
    6,232
    
    
    
    6,256
    
    
    
    (24
    )Additional paid-in capital
    
    
    6,049,497
    
    
    
    6,012,701
    
    
    
    36,796Deferred compensation
    
    
    (40,000
    )
    
    
    (40,000
    )
    
    
    Accumulated deficit
    
    
    (3,818,260
    )
    
    
    (3,775,276
    )
    
    
    (42,983
    )Total shareholders equity
    
    
    2,201,469
    
    
    
    2,207,681
    
    
    
    (6,211
    )TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    4,577,759
    
    
    $
    4,689,444
    
    
    $
    (111,684
    )
  9




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For the Six Months EndedJune 30,2006
    
    
    Previously
    
    
    RestatementAs Restated
    
    
    Reported
    
    
    AdjustmentUnaudited
    
    
    Unaudited
    
    
    UnauditedRevenue
    
    $
    2,884,203
    
    
    $
    2,900,125
    
    
    
    (15,922
    )Cost of revenue
    
    
    2,113,438
    
    
    
    2,106,202
    
    
    
    (7,236
    )Gross 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
    )Net loss per common share
    
    $
    (0.27
    )
    
    $
    (0.13
    )
    
    $
    (0.14
    )BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING
    
    
    5,746,676
    
    
    
    5,746,676
    
    
    
    
  10




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##### Table of Contents



For the Three Months EndedJune 30,2006
    
    
    Previously
    
    
    RestatementAs Restated
    
    
    Reported
    
    
    AdjustmentUnaudited
    
    
    Unaudited
    
    
    UnauditedRevenue
    
    $
    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
    )Net loss
    
    $
    (480,906
    )
    
    $
    (408,264
    )
    
    $
    (72,642
    )Net Loss Attributable to common Stockholders
    
    $
    (480,906
    )
    
    $
    (408,264
    )
    
    $
    (72,642
    )Net loss per common share
    
    $
    (0.08
    )
    
    $
    (0.07
    )
    
    $
    (0.01
    )BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING
    
    
    6,216,346
    
    
    
    6,216,346
    
    
    
    
  11




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*
    12




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##### Table of Contents



NOTE 2  CORPORATE HISTORY
 Organization
   Basis of Presentation
    13




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##### Table of Contents



NOTE 3  SIGNIFICANT ACCOUNTING POLICIES
 Consolidation
  Revenue Recognition
 Revenue Recognition
 Segment Reporting
  Customer Concentrations
  Accounts Receivable
  Cash and Cash Equivalents
 14
    Table of Contents  Stock-Based Compensation
 Share-Based
Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to
Employees
  Impact of SFAS No. 123R
   Six monthsended June 30, 2006Stock-based compensation expense
    
    $
    237,785Effect on loss per share:Basic
and diluted
    
    $
    (0.04
    )
  15
    Table of Contents  Pro
forma for 2005 Under SFAS No. 123
  Three months
    
    
    Six monthsended June 30,
    
    
    ended June 30,2005
    
    
    2005Net 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
    )
    
    $
    (1,441,125
    )Basic and diluted net loss per share, as reported
    
    $
    (0.08
    )
    
    $
    (0.20
    )Basic and diluted net loss per share, pro forma
    
    $
    (0.15
    )
    
    $
    (0.32
    )
     Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
 Accounting
for the Impairment or Disposal of Long-lived Assets.
  16
    Table of Contents  Fair Value of Financial Instruments
  Accounting for Income Taxes
 Accounting for Income Taxes
 Long-Lived Assets
  Property & Equipment
    17
    Table of Contents  Per Share Data
 Earnings Per
Share, Computations of Earnings Per Share
 Use of Estimates
  New Accounting Pronouncements
 Accounting for Servicing of Financial Assets  an Amendment of FASB Statement No. 140
 NOTE 4  RELATED PARTY TRANSACTIONS
  Rent
    18
    Table of Contents  Investor Relations
  Consulting Services
  Revenue
   19
    Table of Contents  NOTE 5  INTANGIBLE ASSETS
  Goodwill and
Other Intangible Assets
    20
    Table of Contents  NOTE 6  INCOME TAX
  NOTE 7  BARRON FINANCING
  21
    Table of Contents   
      22
    Table of Contents  NOTE 8  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
  23
    Table of Contents  NOTE 9  COMMON STOCK TRANSACTIONS
    NOTE 10  STOCK PLAN
     24
    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
  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
  25
    Table of Contents  
    
    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.
 
    
    At June 30, 2006 the Company had 8,703,669 warrants outstanding at a weighted average
exercise price of $0.88
 NOTE 11  NOTES PAYABLE
 Credit Lines
  Installment Loans Payable to Tier One Consulting Principals
   26
    Table of Contents  Item 2. Managements Discussion and Analysis and Plan of Operation
  Forward-Looking Statements
  Background
   27
    Table of Contents  Critical Accounting Policies
 Share-Based Payment Accounting for Stock-Based
Compensation Accounting for
Stock Issued to Employees
  28
    Table of Contents  Results of Operations
 Three Months and Six Months Ended June 30, 2006 versus the Three Months and Six Months Ended June
30, 2005
 Revenue
    29
    Table of Contents  Cost of Revenue and Gross Profit
     Operating Expenses
       30
    Table of Contents  Net loss
   Liquidity and Capital Resources
     31
    Table of Contents  Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Accounting for Servicing of Financial Assets
 Item 3. Controls and Procedures
 Internal Control over Financial Reporting
    32
    Table of Contents  Disclosure Controls and Procedures
  Item 4. Submission of Matters to a Vote of Security Holders
     33
    Table of Contents  PART II
OTHER INFORMATION
 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 Officer32.1
    
    Section 1350 Certification of Principal Financial Officer
 SIGNATURES
  Caneum, Inc.Date: October 2, 2007
    By:

/s/
Suki MudanSuki Mudan, President (Principal executive officer)Date: October 2, 2007
    By:

/s/
Gary AllhusenGary Allhusen, Chief Operating Officer(Principal financial officer)  34