SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 8, 2006
CANEUM, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-30874 33-0916900
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
170 Newport Center Drive, Suite 210, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 4.01 Change in Registrant's Certifying Accountant
On December 8, 2006, Caneum, Inc. (the "Company") was notified by
Haskell & White LLP ("Haskell & White"), the Company's independent registered
public accounting firm, that Haskell & White will cease to act as the
Company's independent registered public accounting firm effective
immediately. The stated reason for the resignation of Haskell & White was
that
Caneum no longer meets the client profile of the accounting firm. Haskell &
White also stated that they would be available to cooperate with an orderly
transition to a new independent registered public accounting firm. The
Company has commenced an immediate search for a new registered independent
public accounting firm.
The reports of Haskell & White with respect to the Company's financial
statements for the fiscal years ended December 31, 2005 and 2004, contained no
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
From December 8, 2003, the date Haskell & White was appointed as the
Company's independent auditors, through the date of Haskell & White's
resignation, there were no disagreements between the Company and Haskell &
White on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Haskell & White, would have caused
Haskell & White to make reference to the subject matter of the disagreements
in connection with its report on the Company's financial statements for such
years.
During the quarters ended subsequent to the acquisition of Tier One in
March 2006, the Company has continued efforts to integrate Tier One's
bookkeeping function into the Company's overall accounting and reporting
procedures and controls structure, aligned each company's chart of accounts
to report consolidated financial results, and shifted support for monthly and
quarterly closing processes to a third party provider. During the course of
their review of the Company's interim financial statements for the quarters
ended June 30, 2006, and September 30, 2006, Haskell & White advised the
Company that they had identified certain material weaknesses in internal
control over financial reporting for these periods. These deficiencies
involved matters relating to the design or operation of internal control
that, in the judgment of Haskell & White, could adversely affect the
Company's ability to record, process, summarize and report financial data
consistent with the assertions of management in the financial statements.
These deficiencies arose as a result of adjustments identified during their
review process for the following items: corporate contract review and
administration, revenue recognition, prepaid investor relations, accrual for
payroll expense, intangible asset amortization, and stock-based compensation
expense. These deficiencies were disclosed in the Company's quarterly
reports on Form 10-QSB for the periods ended June 30, 2006, and September 30,
2006, and in the amended quarterly reports on Form 10-QSB/A for the first
three quarters of 2006.
We have taken the following steps to remedy these deficiencies:
* We have implemented a monthly review and sign-off process on all accrual
and amortization entries by the Principal Financial Officer for the
accounts listed above.
* We successfully completed a search for a full-time Vice-President of
Finance and Accounting responsible for day to day accounting activities,
financial reporting and assisting the Principal Financial Officer with
the preparation of our financial statements. In this respect, we have
appointed Heather Jean Blanc, as Vice-President of Finance and
Accounting as from January 1, 2007. Ms Blanc is a current CPA candidate
with many years of experience having held senior level positions as an
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auditor, CFO and Controller in technology and professional services
companies.
* We have implemented standard operating procedures and processes for
monthly revenue recognition, expense accruals, prepayments and
stock-based compensation.
* We have implemented expense control procedures including analysis of
potential outsourced opportunities including, but not limited to, human
resources, marketing, and accounting.
We have discussed our corrective actions and future plans with our Audit
Committee and Haskell & White and we believe the actions outlined above
should correct the deficiencies in internal controls that are considered to
be material weaknesses.
The Company's Audit Committee has discussed with Haskell & White the
matters disclosed above. The Company has authorized Haskell & White to
respond fully to the inquiries of the Company's successor accountant
concerning the matters disclosed above.
The Company has provided Haskell & White with a copy of the foregoing
disclosure and has requested that Haskell & White furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of that letter, dated December 12, 2006, is filed as
Exhibit 16.1 to this Form 8-K.
Item 9.01 Exhibits
The following exhibit is included as part of this report:
16.1 Letter of Haskell & White LLP dated December 12, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Caneum, Inc.
Date: December 12, 2006 By /s/ Suki Mudan
Suki Mudan, President
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