U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
Commission File Number 333-30176
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 2006
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: ______________________________
Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Part I - Registrant Information
Full Name of Registrant CANEUM, INC.
Former Name if Applicable
Address of principal executive office (Street and number)
170 NEWPORT CENTER DRIVE
SUITE 220
City, State and Zip Code NEWPORT BEACH, CA 92660
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate) [X]
a. The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
b. The subject annual report, semi-annual report, transition
report on Form 10-K, 20 F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
c. The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why the form 10-K,
11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach extra
sheets of needed.)
Because of the acquisition of Tier One Consulting, Inc. and a
change of accountants, the registrant was not able to reconcile
financial information necessary for the quarterly report in
sufficient time to prepare the quarterly report. The information
will be completed, reviewed and prepared for filing in the
quarterly report within the necessary extension period.
Part IV - Other Information
1. Name and telephone number of person to contact in regard to
this notification
GARY ALLHUSEN 949 273-4000
(Name) (Area Code) (Telephone No.)
2. Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
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3. Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results can not
be made.
Caneum, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 2006 By /s/ Gary Allhusen
Gary Allhusen
Executive Vice-President
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Attachment
Explanation of Change in Results from Prior Quarter
Caneum acquired TierOne Consulting, Inc. at the end of first quarter,
2006, which tripled the size of the company. Second quarter, 2006, is
the first full quarter in which the combined results of the consolidated
company are being reported. Accounting for many details of the
combined entity and the fact that we had a change in accounting
personnel, delayed our ability to file in a timely manner.
Below is a summary of the anticipated changes in the results of
operations from second quarter, 2005, to second quarter, 2006.
The quarter ended
June 30,
2005 2006
---------- -----------
(estimated)
Revenue $ 435,382 $ 2,200,000
Cost of Revenue $ 338,064 $ 1,480,000
--------- ----------
Gross Profit $ 97,318 $ 700,000
Operating Expenses $ 473,934 $ 975,000
--------- ----------
Net (Loss) $ (376,516) $ (275,000)
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