UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 Form 10-QSB

(Mark One)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the quarter ended June 30, 2005

     [ ]  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.
              (Exact name of Registrant as specified in charter)

            Nevada                                       33-0916900
State or other jurisdiction of                    I.R.S. Employer I.D. No.
incorporation or organization

170 Newport Center Drive, Suite 220, Newport Beach, CA           92660
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code:  (949) 273-4000

Check whether the Issuer (1) has filed all reports required to be filed
by section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such fling requirements for the
past 90 days.  (1) Yes [X] No [ ]   (2) Yes [X] No [ ]

State the number of shares outstanding of each of the Issuer's classes
of common equity as of the latest practicable date:  At August 11, 2005,
there were 4,744,911 shares of our common stock outstanding.

<PAGE>

                                    PART I

                            FINANCIAL INFORMATION

Item 1.  Financial Statements


                              Table of Contents

                 For the Periods ended June 30, 2005 and 2004


                                                                     Page

     Balance Sheets - Assets                                           3

     Balance Sheets - Liabilities and Stockholders' Equity             4

     Statements of Operations and Comprehensive Loss                   5

     Statements of Cash Flows                                          6

     Notes to Financial Statements                                     7


                                      2
<PAGE>
                                 CANEUM, INC.

                               Balance Sheets

            As of June 30, 2005 (unaudited) and December 31, 2004

                                    ASSETS
                                                      June 30,     December 31,
                                                        2005          2004
                                                     -----------   -----------
                                                     (unaudited)

CURRENT ASSETS
  Cash and cash equivalents                          $   271,401   $   506,790
  Accounts receivable, net of allowance for doubtful
    accounts of $10,446 for 2005 and 2004,
    respectively                                         395,095       102,083
  Deferred costs                                          17,000          -
  Prepaid expenses and other assets                       26,045        15,000
                                                      ----------    ----------
     TOTAL CURRENT ASSETS                                709,541       623,873
                                                      ----------    ----------
FIXED ASSETS
  Software                                                 7,371           100
    Less accumulated depreciation                           (100)         (100)
                                                      ----------    ----------
     TOTAL FIXED ASSETS                                    7,271          -
                                                      ----------    ----------
     TOTAL ASSETS                                    $   716,812   $   623,873
                                                      ==========    ==========

               See accompanying notes to financial statements.
                                      3
<PAGE>
                                 CANEUM, INC.

                          Balance Sheets (continued)

            As of June 30, 2005 (unaudited) and December 31, 2004

                                                      June 30,     December 31,
                                                        2005          2004
                                                     -----------   -----------
                                                     (unaudited)

CURRENT LIABILITIES
  Accounts payable and accrued liabilities           $   269,655   $   130,339
  Accrued payroll and related expenses                    86,132       103,543
                                                      ----------    ----------
     TOTAL CURRENT LIABILITIES                           355,787       233,882
                                                      ----------    ----------

COMMITMENTS AND CONTINGENCIES (Notes 3, 6 and 7)

STOCKHOLDERS' EQUITY (Notes 4 and 5)
  Common stock, 100,000,000 shares authorized
    at $.001 par value: 4,727,444 and 4,358,271 shares
    issued and outstanding, respectively                   4,727         4,358
  Preferred stock, 20,000,000 shares authorized
    at $.001 par value; 0 shares issued and
    outstanding                                             -             -
  Additional paid in capital                           2,973,599     2,124,490
  Accumulated deficit                                 (2,617,301)   (1,738,857)
                                                      ----------    ----------
     TOTAL STOCKHOLDERS' EQUITY                          361,025       389,991
                                                      ----------    ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $   716,812   $   623,873
                                                      ==========    ==========

               See accompanying notes to financial statements.
                                      4
<PAGE>
                                 CANEUM, INC.

         Statements of Operations and Comprehensive Loss (Unaudited)
<TABLE>
<CAPTION>
                                                      Three months ended              Six months ended
                                                   -------------------------     -------------------------
                                                    June 30,       June 30,       June 30,       June 30,
                                                      2005           2004           2005           2004
                                                   -----------   -----------     -----------   -----------
                                                   (unaudited)   (unaudited)     (unaudited)   (unaudited)
<S>                                                <C>           <C>             <C>           <C>

REVENUE                                            $   435,382   $   129,914     $   639,904   $   214,039

COST OF REVENUE                                        338,064        63,937         476,002       117,320
                                                    ----------    ----------      ----------    ----------
     GROSS PROFIT                                       97,318        65,977         163,902        94,719

OPERATING EXPENSES                                     474,120       263,869       1,042,825       461,946
                                                    ----------    ----------      ----------    ----------
     LOSS FROM OPERATIONS                             (376,802)     (197,892)       (878,923)     (365,227)
                                                    ----------    ----------      ----------    ----------
OTHER INCOME (EXPENSE)
  Other income                                            -           33,346            -           37,834
  Realized losses from the sales of securities            -             -               -          (10,695)
  Dividend income                                         -             -               -               22
  Interest income                                          286           950           1,279         1,831
                                                    ----------    ----------      ----------    ----------
     TOTAL OTHER INCOME (EXPENSE)                          286        34,296           1,279        28,992
                                                    ----------    ----------      ----------    ----------
     LOSS BEFORE INCOME TAX                           (376,516)     (163,596)       (877,644)     (336,235)

     INCOME TAX EXPENSE                                   -             -               (800)         -
                                                    ----------    ----------      ----------    ----------
          NET LOSS                                 $  (376,516)  $  (163,596)    $  (878,444)  $  (336,235)
                                                    ==========    ==========      ==========    ==========


LOSS PER COMMON SHARE-Basic and Diluted                  (0.08)        (0.04)          (0.20)        (0.08)


SHARES USED IN EARNINGS PER SHARE CALCULATIONS
  WEIGHTED AVERAGE COMMON SHARES                     4,545,645     4,017,837       4,468,765     4,013,918


OTHER COMPREHENSIVE INCOME (LOSS)
  NET LOSS                                         $  (376,516)  $  (163,596)    $  (878,444)  $  (336,235)

  OTHER COMPREHENSIVE INCOME (LOSS):
    Unrealized loss on available-for-sale
     securities (Note 3)                                  -           (8,933)           -          (42,451)
                                                    ----------    ----------      ----------    ----------
          COMPREHENSIVE LOSS                       $  (376,516)  $  (172,529)    $  (878,444)  $  (378,685)
                                                    ==========    ==========      ==========    ==========
</TABLE>
               See accompanying notes to financial statements.
                                      5
<PAGE>
                                 CANEUM, INC.

                           Statements of Cash Flows

<TABLE>
<CAPTION>
                                                           For the six months ended
                                                         ----------------------------
                                                           June 30,        June 30,
                                                             2005            2004
                                                         ------------    ------------
                                                         (unaudited)     (unaudited)
<S>                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss)                                              $   (878,444)   $   (336,235)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Stock-based compensation expense                          328,201          40,760
    Expenses paid by stock issuance                            24,077            -
    Receipt of stock for services                                -            (32,500)
    Increase in accounts receivable                          (293,012)        (33,926)
    Increase in deferred costs                                (17,000)           -
    Increase in prepaid expenses and other assets             (11,045)           -
    Increase in accounts payable
      and accrued liabilities                                 139,316          49,442
    Increase in accrued payroll and related expenses           64,789           -
                                                          -----------     -----------
     NET CASH FLOWS USED BY OPERATING ACTIVITIES             (643,118)       (312,459)
                                                          -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of available-for-sale securities                     -           (266,366)
  Proceeds from available-for-sale securities                    -            146,956
  Capitalized acquisition costs                                  -            (15,855)
  Developemtn of software for internal use                     (7,271)           -
                                                          -----------     -----------
     NET CASH FLOWS USED BY INVESTING ACTIVITIES               (7,271)       (135,265)
                                                          -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for cash                           415,000            -
                                                          -----------     -----------
     NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES          415,000            -
                                                          -----------     -----------
     NET (DECREASE) IN CASH AND CASH EQUIVALENTS             (235,389)       (447,724)

     CASH AND CASH EQUIVALENTS,
     BEGINNING OF THE PERIOD                                  506,790         781,387
                                                          -----------     -----------
     CASH AND CASH EQUIVALENTS,
     END OF THE PERIOD                                   $    271,401    $    333,663
                                                          ===========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Stock issued to satisfy accrued expenses               $     82,200    $       -
                                                          ===========     ===========
  Cash paid during the period for interest               $       -       $       -
                                                          ===========     ===========
  Cash paid for taxes                                    $        800    $       -
                                                          ===========     ===========
</TABLE>

               See accompanying notes to financial statements.
                                      6
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

NOTE 1 - CORPORATE HISTORY

Caneum, Inc. (the "Company") was incorporated in Nevada on March 1,
2000, as Saiph Corporation for the purpose of seeking and consummating a
merger or acquisition with a business entity organized as a private
corporation, partnership, or sole proprietorship.  On March 5, 2003,
the Company filed Amended Articles of Incorporation changing its name to
SaiphT Corporation.  On July 21, 2003, the Company changed its name to
Caneum, Inc.

The Company currently provides a broad variety of business process
outsourcing, software development and information technology consulting
services.  The Company also intends to acquire and grow companies in the
software and information technology sectors.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company derives its revenue primarily from the sale of services.
Revenue is recognized as services are performed in accordance with the
provisions of SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition."  The Company recognizes revenue when there is persuasive
evidence of an arrangement, title and risk of loss have passed, delivery
has occurred or the services have been rendered, the sales price is
fixed or determinable and collection of the related receivable is
reasonably assured.  The Company records all expense reimbursements
billed to customers as revenue, and related costs as cost of sales, when
incurred, in accordance with Emerging Issues Task Force ("EITF") 01-14
"Income Statement Characterization of Reimbursements Received for
"out-of-pocket" expenses."

During the quarter and six months ended June 30, 2005, the Company had
one and three customers respectively that each accounted for at least
10% of the Company's revenue.  For the corresponding periods in 2004 the
Company had five and three customers that each accounted for 10% of sales.

As of June 30, 2005, and December 31, 2004, two and three customers,
respectively, each accounted for at least 10% of accounts receivable.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.  At June 30, 2005, and
December 31, 2004, the Company had approximately $172,598 and $411,642,
respectively, on deposit that exceeded federally insured limits.

                                      7
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

Stock-Based Compensation

The Company accounts for employee stock-based compensation using the
intrinsic value method provided in Accounting Practice Bulletin Opinion
No. 25, and interpretations thereof.  When stock options are granted to
employees with exercise prices less than the fair value of the
underlying common stock at the date of the grant, the difference is
recognized as compensation expense and is recorded over the vesting
period of the options.

The Company accounts for non-employee stock-based compensation using the
fair value method provided by Statement of Financial Accounting
Standards ("SFAS") No. 123, as amended by SFAS No. 148.  When stock
options are granted to non-employees, the Company estimates the fair
value of the award and recognizes related expenses over the performance
period as prescribed by EITF 96-18.

In accordance with SFAS No. 123 and SFAS No. 148, the Company has
adopted the fair value pro-forma disclosure provisions for employee
stock options.

As of June 30, 2005, the Company has one stock-based compensation plan,
which is described more fully in Note 5.  The following table
illustrates the effect on net loss and net loss per share had the
Company applied the fair value recognition provisions of SFAS No. 123 to
employee stock options.
<TABLE>
<CAPTION>
                                         Three months ended           Six months ended
                                      ------------------------    ------------------------
                                       June 30,      June 30,      June 30,      June 30,
                                         2005          2004          2005          2004
                                      ----------    ----------    ----------    ----------
<S>                                  <C>           <C>           <C>           <C>
Net loss as reported                 $  (376,516)  $  (163,596)  $  (878,444)  $  (336,235)

Stock based compensation deducted in
 arriving at net loss as reported        144,555        36,698       328,201        40,760
                                      ----------    ----------    ----------    ----------
                                        (231,961)     (126,898)     (550,243)     (295,475)
Stock based compensation determined
 under the fair value method             470,082       215,510       890,882       247,672
                                      ----------    ----------    ----------    ----------
Net Loss, pro-forma                  $  (702,043)  $  (342,408)  $(1,441,125)  $  (543,147)
                                      ==========    ==========    ==========    ==========

Net loss per share, as reported      $     (0.08)  $     (0.04)  $     (0.20)  $     (0.08)

Net loss per share, pro forma        $     (0.15)  $     (0.09)  $     (0.32)  $     (0.14)
</TABLE>

The fair value of each stock option grant has been estimated on the date
of grant using the Black-Scholes option-pricing model, assuming no
expected dividends and the following weighted average assumptions:

                                      8
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

                              Three months ended          Six months ended
                           ------------------------   ------------------------
                            June 30,      June 30,     June 30,      June 30,
                              2005          2004         2005          2004
                           ----------    ----------   ----------    ----------
Volatility                   55.65%        43.35%      116.99%        43.35%
Risk free Interest rate       4.00%         4.00%        4.25%         4.00%
Expected life of Options   4-5 years      4-5 years   4-5 years      4-5 years

The Black-Scholes model, as well as other currently accepted option
valuation models, was developed to estimate the fair value of
freely-tradable, fully-transferable options without vesting
restrictions, which significantly differ from the Company's stock
options plans.  These models also require highly subjective assumptions,
including future stock price volatility and expected time until
exercise, which greatly affect the calculated fair value on the grant
date.

Fair Value of Financial Instruments

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires management to disclose the estimated fair value of certain
assets and liabilities defined by SFAS No. 107 as financial instruments.
Financial instruments are generally defined by SFAS No. 107 as cash and
cash equivalents, evidence of ownership interest in equity, or a
contractual obligation that both conveys to one entity a right to
receive cash or other financial instruments from another entity and
imposes on the other entity the obligation to deliver cash or other
financial instruments to the first entity.  At June 30, 2005, and
December 31, 2004, management believes that the carrying amounts of cash
and cash equivalents, investments in securities and accounts payable
approximate fair value because of the short maturity of these financial
instruments.

Accounting for Income Taxes

Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes.  This statement
recognizes (a) the amount of taxes payable or refundable for the current
year and (b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the financial
statements or tax returns.  Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized.

Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by
dividing earnings (loss) available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflect the potential dilution of securities
that could share in the earnings of an entity.  Such shares are not
included when there is a loss as the effect would be anti-dilutive.  At
June 30, 2005, and December 31, 2004, the Company had 5,266,250 and
4,892,500 of options and warrants outstanding, respectively.  These
instruments are potentially dilutive securities.

                                      9
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting
period.  In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates.  Actual results
could differ from those estimates.

New Accounting Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No.123 (Revised), Shared-Based Payment.  This standard
revises SFAS No. 123, APB Opinion No. 25 and related accounting
interpretations and eliminates the use of the intrinsic value method for
employee stock-based compensation.  SFAS No. 123R requires compensation
costs related to share based payment transactions to be recognized in
the financial statements over the period that an employee provides
service in exchange for award.  Currently, the Company uses the intrinsic
value method of APB Opinion No. 25 to value share-based options granted
to employees and board members.  This standard requires the expensing of
all share-based compensation including options, using the fair value
based method.  The effective date of this standard for the Company will
be January 1, 2006.  Management is currently assessing the impact that
this new standard will have on the Company's financial statements,
however, we expect that we will recognize larger stock based
compensation charges as a result of this new standard.


NOTE 3 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2005, the Company had outstanding the
following transactions with entities whose principals and/or directors
are shareholders of the Company:

Rent

The Company subleases space from Cygni Capital, LLC, whose principal is a
shareholder of the Company.  The current rent is $1,800 per month.  The
rent expense under this agreement was $5,200 and $10,600 for the quarter
and six months ended June 30, 2005.  The comparative expense was $4,750
and $6,250 for the quarter and six months ended June 30, 2004.  This
agreement is on a month-to-month term and the rent varies with the
amount of space subleased by Caneum.

Management Services Agreement

The Company has retained Cygni Capital, LLC, whose principal is a
shareholder of the Company, to perform certain management services.
These services include, but are not limited to reception, telephone,
janitorial, bookkeeping and general office services.  The current service
agreement is for $450 per month.  The total expense pursuant to this
agreement was $1,350 and $2,700 for the quarter and six months ended
June 30, 2005.  The comparative expense was $1,350 and $7,350 for the
quarter and six months ended June 30, 2004.  This agreement is on a
month-to-month term

                                      10
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements


and the expense incurred has reduced as Caneum's staff has undertaken
some of these services previously provided by Cygni Capital, LLC.

Consulting Services

The Company had retained Cygni Capital, LLC, whose principal is a
shareholder of the Company, to perform certain consulting services.  These
services are professional in nature and include, but are not limited to,
document preparation and consulting services.  The total expense pursuant
to this agreement was $15,000 and $30,000 for the quarter and six months
ended June 30, 2005.  The comparative expense was $15,000 and $25,000 for
the quarter and six months ended June 30, 2004.  This agreement is on a
month-to-month term.

Investor Relations

Jason Daggett (a former Director) is the President of The Liquid Group,
which has a renewable agreement currently through January 2006 to provide
Investor Relations and Public Relations services at $7,500/month.  Cygni
Capital, LLC (above) owns a 50% non-managing interest in The Liquid Group and
Mr. Daggett is a VP and minority non-managing member of Cygni Capital, LLC.
In addition, The Liquid Group, through its affiliates, has conducted other
public relations and promotional activities for Caneum.  The amount paid
to The Liquid Group or its affiliates pursuant to these agreements was
$30,500 and $62,500 for the quarter and six months ended June 30, 2005,
and $6,000 and $25,500 for the quarter and six months ended June 30,
2004.

Revenue

The Company has been retained by Trycera Financial, Inc., a Company with a
common director, to perform certain consulting services.  These services
are operational in nature and include, but are not limited to,
outsourced business processes and marketing and consulting services.  The
total revenue pursuant to this agreement was $720 and $5,098 for the
quarter and six months ended June 30, 2005.  There were no services
performed in the comparative periods.  The amount outstanding for
services performed was $3,518 at June 30, 2005.  This agreement operates
on a project by project basis.


NOTE 4 - COMMON STOCK

The Company issued 2,682 shares at $1.52 and 3,226 shares at $1.55 to a
consultant for services rendered in February and March 2005.

On February 11, 2005, the Company issued 33,147 shares as payment of the
executive bonus which was earned and accrued in 2004.  The value of the bonus
was $82,200.

On January 26, 2005, in connection with a private placement, the Company
issued 20,000 shares of common stock for cash at $2.00 per share.

                                      11
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

On March 7, 2005 the Company issued a term sheet in connection with a
private placement of up to 1,200,000 shares of common stock to be issued
at a staggered discount price per share to the average 20 trading day
closing price with a minimum price of $1.25 per share.  $375,000 was
raised through June 30, 2005, and 299,181 shares were issued in relation
to the offering.

During the quarter ended June 30, 2005, the Company also issued 11,037
shares to a consultant for $15,000 of services rendered.


NOTE 5 - STOCK PLAN

On December 18, 2002, the Company's Board of Directors and shareholders
adopted the 2002 Stock Option/Stock Issuance Plan (the "Plan").  The
purpose of the Plan is to provide eligible persons an opportunity to
acquire a proprietary interest in the Company and as an incentive to
remain in the service of the Company.

There were initially 3,000,000 shares of common stock authorized for
nonstatutory and incentive stock options and stock grants under the
Plan, which are subject to adjustment in the event of stock splits,
stock dividends, and other situations.  On March 10, 2004, the Board of
Directors authorized an amendment to the Plan to increase the number of
shares of common stock under the plan to 7,500,000, which the
shareholder's approved on February 28, 2005.

The Plan will continue in effect until all of the stock available for
grant or issuance has been acquired through exercise of options or
grants of shares, or until December 1, 2010, whichever is earlier.  The
Plan may also be terminated in the event of certain corporate
transactions such as a merger or consolidation or the sale, transfer or
other disposition of all or substantially all of our assets.

The purchase price under each option is established by the plan
administrator.  Additionally, the plan administrator will fix the terms
of each option, but no option can be granted for a term in excess of 10
years.  Stock issued under the Plan may vest immediately or upon terms
established by the plan administrator, provided that at least 20 percent
of the total shares subject to a vesting schedule will fully vest in
each calendar year on the anniversary date of the issuance of the
shares.

A summary of the status of the plan and changes for the periods ended
June 30, 2005 and 2004, are presented below:

                                      12
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

<TABLE>
                                      For the six months ended       For the six months ended
                                            June 30, 2005                   June 30, 2004
                                    -----------------------------  -----------------------------
                                                 Weighted-Average               Weighted-Average
                                      Shares      Exercise Price     Shares      Exercise Price
                                    -----------  ----------------  -----------  ----------------
<S>                                 <C>              <C>            <C>              <C>
Outstanding at January 1             3,990,000        $0.67         3,037,500        $0.56

Granted during the three months
  ended March 31                       670,000        $2.24           750,000        $0.75
                                     ---------                      ---------
Outstanding at March 31              4,660,000        $0.89         3,787,500        $0.59

Granted during the three months
  ended June 30                        637,500        $1.51         1,105,000        $0.75

Options cancelled during the
  three months ended June 30           (31,250)       $1.65
                                     ---------                      ---------
Outstanding at June 30               5,266,250        $0.97         4,892,500        $0.63
                                     =========                      =========

Options exercisable at June 30       3,757,739                      1,658,542

Weighted-average fair value of
  options granted during the period      $1.51                          $0.57
</TABLE>


The following table summarizes information about the options outstanding
at June 30, 2005:

<TABLE>
<CAPTION>
                               Options Outstanding                    Options Exercisable
                 -----------------------------------------------  -----------------------------
<S>              <C>          <C>               <C>               <C>          <C>
                   Number     Weighted-Average                      Number
   Range of      Outstanding     Remaining      Weighted-Average  Exercisable  Weighted-Average
Exercise Prices  at 6/30/05   Contractual Life  Exercise Prices   at 6/30/05    Exercise Price
---------------  -----------  ----------------  ----------------  -----------  ----------------
 $0.00 - $1.00    3,836,250       4 years            $0.60         3,584,165        $0.59

 $0.00 - $1.00      762,500       5 years            $1.51            42,862        $1.58

 $2.00 - $3.00      667,500       5 years            $2.43           130,712        $2.56
                  ---------                                        ---------
 $0.00 - $3.00    5,266,250       4 years            $0.95         3,757,739        $0.67
                  =========                                        =========
</TABLE>


                                      13
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

In addition to the options discussed above, the Company has outstanding
warrants for 100,000 shares as follows:

  *  50,000 warrants for common shares at $0.75 each.  These warrants
     were issued during previous quarters and are fully vested at June 30,
     2005.

  *  50,000 warrants for common shares at $1.40 each.  These warrants
     were issued to consultants to the Company and are fully vested.
     Compensation expense aggregating $36,500 has been recognized on the
     50,000 warrants in the current quarter.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Employment Contracts

On October 28, 2003, the Company's Compensation Committee approved
employment agreements with the Company's President, Sukhbir Singh Mudan,
Alan S. Knitowski, the Company's Chairman, and Robert F. Mitro, the
Company's Vice-Chairman.  The following description sets forth the
material individual terms of these agreements:

  *  Sukhbir Singh Mudan.  The initial period of the employment
     agreement for Mr. Mudan is three years.  Mr. Mudan is required to
     devote not less than 75% 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.

On March 17, 2004, the Compensation Committee approved an employment
agreement with the Company's Executive Vice-President, Gary D. Allhusen.
The initial period of the employment agreement for Mr. Allhusen is three
years and he is required to devote 100% of his business time to the
business of the Company.  Mr. Allhusen's base salary is $120,000 per
annum and he received options to purchase 750,000 shares at $0.75 per
share as additional compensation for entering into the agreement.

                                      14
<PAGE>

                                 CANEUM, INC.

                      Notes to the financial statements

NOTE 7 - SUBSEQUENT EVENTS

Jalva Media

On July 6, 2005, Caneum purchased from Jalva Media, Inc., a California
corporation, all of the rights, title and interest in and to a certain
Transcriber Vendor Agreement between Jalva Media and Factset, LLC.
Included in the purchase was all books, records, data, information and
documents relating to the agreement.  Jalva Media provides rich media
services including transcription of earnings calls.  Pursuant to the
terms of the Asset Purchase Agreement between Jalva Media and the
Company, we issued 6,411 shares of common stock to Gautam Anand.

Clarence Kelley

On April 20, 2005, we signed a letter of intent to acquire 1138, Inc., a
Kansas corporation, doing business as Clarence M. Kelley and Associates.
The letter of intent provides for Clarence Kelly to be merged with and
into our company.  Under the terms of the letter of intent the
shareholders of Clarence Kelly will receive 50% of the purchase price at
closing, and that the balance of purchase price will be issued 25% at
the end of the first anniversary of the closing and 25% at the end of
the second anniversary of the closing, in each case subject to the
fulfillment of mutually agreed to performance benchmarks and the terms
of a definitive agreement.  The installment payments in each case are
conditioned upon the company maintaining gross revenue equal to at least
90% of gross revenue at closing and net revenue margin not less than
that at closing.  All common shares issued by us as part of the purchase
price will include piggyback registration rights.  It is contemplated
that the purchase price will be subject to offset on negotiated terms
and conditions.  The number of shares to be issued by us to the
shareholders in the proposed transaction would be appropriately
decreased to reflect the intrinsic value of any warrants or options
assumed by us or for which replacement options or warrants with
equivalent economic benefits are issued by us.  On August 2, 2005, we
extended the letter of intent until March 31, 2006.

                                      15
<PAGE>

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

     The following discussion should be read in conjunction with our
financial statements and related notes thereto as filed with the
Securities and Exchange Commission.

Background

     Prior to December 2002 we had no operating history.  We are
currently a global provider of business process and information
technology outsourcing services across vertical industries including
technology, energy, government, education and healthcare.  Caneum, Inc.
(the "Company") was incorporated in Nevada on March 1, 2000, as Saiph
Corporation for the purpose of seeking and consummating a merger or
acquisition with a business entity organized as a private corporation,
partnership, or sole proprietorship.  On March 5, 2003, the Company
filed Amended Articles of Incorporation changing its name to SaiphT
Corporation.  On July 21, 2003, the Company changed its name to
Caneum, Inc.

     Caneum provides a broad variety of business process outsourcing,
software development and information technology outsourcing services.
The Company assists customers with their 'make versus buy' decisions in
the areas of data, network, product development, product maintenance and
support, and fulfills services on-shore, in-region (NAFTA), and
off-shore, depending on the business goals and objectives of its
customers.  Caneum also intends to acquire and grow companies in the
software and information technology sectors.  Thus it is
opportunistically pursuing accretive acquisitions within its core
outsourcing products and services suite in order to broaden these core
capabilities, expand the customer base and supplement its organic
growth.

     Our revenue for the quarter ended June 30, 2005, was $435,382.  This
is an increase of 112% over the previous quarter ended March 31, 2005.
During the quarter and six months ended June 30, 2005, the Company had
one and three customers respectively that each accounted for at least 10%
of the Company's revenue.  For the corresponding periods in 2004, the
Company had five and three customers that each accounted for 10% of sales.

     Countrywide Financial, together with Panasonic and Ideafit, are
some of our key customers.  Our largest customer for second quarter of
2005 was Countrywide Financial which accounted for 80% of our revenues.

     We expect to continue to grow in two ways:  first, through the
further sales and marketing of our business process and information
technology outsourcing services, and second, through the acquisition of
other business process and information technology outsourcing companies
that add to our core capabilities and our available customer base to
sell outsourcing products and services.

     On April 20, 2005, we signed a letter of intent to acquire 1138,
Inc., a Kansas corporation, doing business as Clarence M. Kelley and
Associates.  The letter of intent provides for Clarence Kelly to be
merged with and into our company.  Under the terms of the letter of
intent the shareholders of Clarence Kelly will receive 50% of the
purchase price at closing, and

                                      16
<PAGE>

that the balance of purchase price will be issued 25% at the end of the
first anniversary of the closing and 25% at the end of the second
anniversary of the closing, in each case subject to the fulfillment of
mutually agreed to performance benchmarks and the terms of a definitive
agreement.  The installment payments in each case are conditioned upon
the company maintaining gross revenue equal to at least 90% of gross
revenue at closing and net revenue margin not less than that at closing.
All common shares issued by us as part of the purchase price will
include piggyback registration rights.  It is contemplated that the
purchase price will be subject to offset on negotiated terms and
conditions.  The number of shares to be issued by us to the shareholders
in the proposed transaction would be appropriately decreased to reflect
the intrinsic value of any warrants or options assumed by us or for
which replacement options or warrants with equivalent economic benefits
are issued by us.  On August 2, 2005, we extended the letter of intent
until March 31, 2006.

Critical Accounting Policies

     Critical accounting policies are defined as those that are
reflective of significant judgments and uncertainties, and potentially
result in materially different results under different assumptions and
conditions.  There were no changes to our critical accounting policies
for the quarter ended June 30, 2005.

     We derive our revenue primarily from the sale of services.  Revenue
is recognized as services are performed in accordance with all
applicable revenue recognition criteria.  For these transactions we
apply the provisions of SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition."  We recognize revenue when there is persuasive evidence of
an arrangement, title and risk of loss have passed, delivery has
occurred or the services have been rendered, the sales price is fixed or
determinable and collection of the related receivable is reasonably
assured.

     Cost of services consists primarily of payments to third-party
vendors and contractors.  General and administrative expenses consist
primarily of overhead in managing the pilot programs and marketing
expenses for future projects, and due diligence costs in reviewing
acquisition targets.  Corporate overhead expenses relate to salaries and
benefits of personnel responsible for corporate activities, including
acquisitions, administrative, and reporting responsibilities.  We record
these expenses when incurred.

Results of Operations

     During the quarter ended June 30, 2005, revenues increased 235%, to
$435,382 versus $129,914 for the comparative quarter ended June 30,
2004.  For the six months ended June 30, 2005, revenue increased 199%,
to $639,904 versus $214,038 for the comparative period.  The increase in
revenue was due to additional sales efforts.  Additional orders came
from existing customers, while we also focused on adding new customers
and new revenue streams.

     Our cost of revenue earned increased 429%, to $338,064 for the
quarter ended June 30, 2005, versus $63,937 for the comparative quarter
ended June 30, 2004.  For the six months ended June 30, 2005, cost of
revenue increased 306%, to $476,002 versus $117,320 for the comparative

                                      17
<PAGE>

period.  The increased cost reflects the related increase in the volume
of subcontractor costs associated with the services provided by us to
our clients.

     The resulting gross profit for the quarter ended June 30, 2005,
increased 48%, to $97,318 versus $65,977 for the comparative prior year
quarter, reflecting a current quarterly gross profit margin of 22%.  The
profit margin for the comparative prior year quarter was 51%.  The gross
profit for the six months ended June 30, 2005 was $163,902 versus $96,719
for the comparative prior year period.  The resulting gross profit margin
was 26% versus 44% for the six months ended June 30, 2004.  The decline
in margins is largely attributable to both the increased overhead
associated with managing our growing operating resources and the
acceptance of lower margin higher volume contracts.  In some cases
management has taken lower margin contracts so as to start relationships
with prospective customers.

     Our operating expenses for the quarter ended June 30, 2005,
increased 80%, to $474,120 versus $263,869 for the quarter ended June 30,
2004.  The increased operating expenses resulted from the creation
of an organization to support the current and future activities of the
Company.  The major components of operating expense were payroll,
bonuses and related taxes and benefits of $192,431, investor relations
of $44,535 and stock-based compensation expense of $144,555.  The
corresponding amounts for the comparative quarter were $156,262, $0 and
$36,698, respectively.  Our operating expenses for the six months ended
June 30, 2005, increased by 125%, to $1,042,825 versus $461,946 for the
six months ended June 30, 2004.  Again the major components of the
increase were payroll, bonuses and related taxes and benefits of
$434,820, investor relations of $84,554 and stock-based compensation
expense of $328,201.  The corresponding amounts for the comparative six
months were $255,484, $0 and $40,760, respectively

     The increase in payroll and related benefits was a result of adding
to our technical and support staff.  These additional employees were
considered necessary to enable us to execute our business strategy.  As
we seek to communicate with the investment community, we have also
incurred costs in investor relations.

     Management anticipates about $3,000,000 in revenues for 2005.  While
this number is dependent on circumstances not within the control of the
Company, at this time, management sees no reason to alter this guidance.

Liquidity and Capital Resources

     Cash decreased 46%, to $271,401 as of June 30, 2005, from $506,790
at December 31, 2004.  This is a decrease of $235,389 in cash and cash
equivalents for the six months ended June 30, 2005.  The decrease in
cash and cash equivalents consists of cash used in operations of
$643,118 and cash used by investing activities of $7,271, offset by
$415,000 in cash flows generated by financing.

     The amount of cash and cash equivalents used in operations for the
six months ended June 30, 2005, was $643,118 as compared with $312,459
for the six months ended June 30, 2004.

                                      18
<PAGE>

The increase in cash used in operations resulted mainly from the
increased operating expenses for the six months ended June 30, 2005,
combined with the funding of working capital.  Accounts receivable has
grown by $293,012, whereas accounts payable increased by $221,516.

     The amount of cash and cash equivalents used in investing
activities for the six months ended June 30, 2005, was $7,271 versus
$135,265 for the six months ended June 30, 2004.  The decrease in cash
used in operations resulted mainly from the cessation of the investment
of surplus funds which accounted for the majority of the uses for the
six months ended June 30, 2004.

     Since December 31, 2004, we have raised $415,000 in a private
placement, resulting in a net increase in cash and cash equivalents during
the six months ended June 30, 2005, compared to no activity in the
comparative period.

     Working capital decreased 9%, to $353,754 at June 30, 2005, as
compared with working capital of $389,991 at December 31, 2004.  This
decrease in working capital was a result primarily of the planned use of
funds generated from prior stock offerings to support the business
during its growth phase.

     Management believes that with revenues generated from operations,
together with funds generated from the sale of our common stock, we will
have sufficient cash to satisfy existing operating cash needs and
working capital requirements during 2005 and through at least June 30,
2006.

     Additionally, we may continue to compensate employees with equity
incentives, where possible, and continue to utilize equity instruments
to compensate existing and new employees hired to minimize cash outlays.
Management believes this strategy provides the ability to increase
stockholder value as well as utilize cash resources more effectively.

     During future quarters, we may seek additional funding to finance
future acquisitions.  The amount and timing of such capital transactions
is not yet known and will depend largely on our operating needs and the
cost to acquire new information technology companies.  Our ability to
secure this additional funding given present market conditions is
uncertain, as is the financial effect any such funding may have on our
capital structure or operating results.

Off-Balance Sheet Arrangements

     During the three months ended June 30, 2005, we did not engage in
any off-balance sheet arrangements.

Recent Accounting Pronouncements

     In December 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No.123 (Revised), Shared-Based Payment.  This standard
revises SFAS No. 123, APB Opinion No. 25 and related accounting
interpretations and eliminates the use of the intrinsic value method for
employee stock-based compensation.  SFAS No. 123R requires compensation
costs

                                      19
<PAGE>

related to share based payment transactions to be recognized in the
financial statements over the period that an employee provides service
in exchange for award.  Currently, we use the intrinsic value method of
APB Opinion No. 25 to value share-based options granted to employees and
board members.  This standard requires the expensing of all share-based
compensation including options, using the fair value based method.  The
effective date of this standard for us will be January 1, 2006.
Management is currently assessing the impact that this new standard will
have on our financial statements, however, we expect that we will
recognize larger stock-based compensation charges as a result of this
new standard.

Forward-Looking Statements

     This report contains certain forward-looking statements and
information that are based on assumptions made by management and on
information currently available.  When used in this report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and
similar expressions, as they relate to our company or its management,
are intended to identify forward-looking statements.  These statements
reflect management's current view of our company concerning future
events and are subject to certain risks, uncertainties and assumptions,
including among many others the following:  changes in the information
technology industry; changes in out-sourcing and off-shore operations; a
general economic downturn; a further downturn in the securities markets;
our early phase of operations; reliance on foreign suppliers and
contractors; the inability to locate suitable acquisition targets; and
other risks and uncertainties.  Should any of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in
this report as anticipated, estimated or expected.

Item 3.  Controls and Procedures

Disclosure Controls and Procedures.

     Our principal executive officer and principal financial officer,
Sukhbir Singh Mudan, has concluded, based on his evaluation, as of the
end of the period covered by this report, that our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are
(1) effective to ensure that material information required to be
disclosed by us in reports filed or submitted by us under the Exchange
Act is recorded, processed, summarized, and reported within the time
periods specified in the  rules and forms of the Securities and Exchange
Commission, and (2) designed to ensure that material information
required to be disclosed by us in such reports is accumulated, organized
and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

Internal Control Over Financial Reporting.

     There were no changes in our internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during our most recent quarter ended June 30, 2005, that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

     It should be noted that any system of controls, however well
designed and operated, can provide only reasonable and not absolute
assurance that the objectives of the system will be met.

                                      20
<PAGE>

In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of future events.  Because of
these and other inherent limitations of control systems, there is only
reasonable assurance that our controls will succeed in achieving their
stated goals under all potential future conditions.

     Under current SEC guidelines, the requirements of Section 404 of
the Sarbanes-Oxley Act of 2002 (the "Act") will be effective for the
Company's year ending December 31, 2006.  In order to comply with the
Act, the Company will undertake a comprehensive effort, which includes
documentation and testing of the design and operation of its internal
control using the guidelines established by Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.  During the course of these activities, the
Company may identify certain internal control matters that management
believes should be improved.  These improvements, if necessary, will
likely include further formalization of existing policies and
procedures, improved segregation of duties, additional information
technology systems controls and additional monitoring controls.  Because
management has not presently determined whether these matters will
result in material weaknesses being identified in the Company's internal
control as defined by the Public Company Accounting Oversight Board
(United States), no assurances can be given regarding the outcome of
these efforts at the present time.

                                   PART II

                              OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities

     During the quarter ended June 30, 2005, the following securities
were sold by us without registering the securities under the Securities
Act, except as otherwise previously reported:

  *  In February 2005, we entered into a consulting agreement with
     Robert Mitro, one of our directors, to provide consultation
     relating to general business and financials matters.  As part of
     the consideration to be paid for such services, we agreed to issue
     shares of our common stock at the rate of $5,000 per month.  The
     monthly fee is payable in shares of restricted stock at a price per
     share equal to the average closing bid (or sale if reported) price
     of the shares in the public trading market for the twenty trading
     days immediately preceding the first of the following month.  For
     services rendered for the quarter ended June 30, 2005, we issued
     3,356 shares valued at $1.49 per share, 3,333 shares valued at
     $1.50 per share, and 4,348 shares valued at $1.15 per share.  These
     shares were issued without registration under the Securities Act by
     reason of the exemption from registration afforded by the
     provisions of Section 4(6) and/or Section 4(2) thereof, and Rule
     506 promulgated thereunder, as a transaction by an issuer not
     involving any public offering.  Mr. Mitro represented that he was
     an accredited investor as defined in Rule 501 of Regulation D at
     the time of issuance.  He delivered appropriate investment
     representations with respect to this issuance and consented to the
     imposition of restrictive legends upon the certificates evidencing
     such shares.  He represented that he had not entered into the

                                      21
<PAGE>


     transaction with us as a result of or subsequent to any
     advertisement, article, notice, or other communication published in
     any newspaper, magazine, or similar media or broadcast on
     television or radio, or presented at any seminar or meeting.
     Mr. Mitro represented that he had been afforded the opportunity to ask
     questions of our management and to receive answers concerning the
     terms and conditions of the stock issuance.  No underwriting
     discounts or commissions were paid in connection with the
     transaction.

  *  In April 2005, we granted five-year options to Andy Miller to
     purchase a total of 350,000 shares at $1.58 per share for
     acceptance as a director of Infrastructure Services Group.  Of the
     total options, 100,000 vest as follows:  (i) twelve-forty-eighths
     (12/48ths) of the total options granted at the end of the first
     year of employment; and (ii) one-forty-eighth (1/48th) at the end
     of each month following the first year for a period of three years.
     The remaining 250,000 options vest based on performance:  (i) 1/12th
     of the options will vest immediately in recognition of the work
     done to help close first customer; (ii) remaining options will vest
     based upon new revenues delivered to the Company from sales
     activities by optionee, or team member reporting to optionee, with
     the lone requirement that it be profitable revenue in accordance
     with our policies/guidelines.  New revenue will be reviewed every
     quarter.  Vesting would be based on new revenues, divided by
     $4,000,000 times the total number of options granted.  Any unvested
     options outstanding at the fifty-two (52) month anniversary of the
     grant, shall automatically vest at that time.  All of the 350,000
     options would also vest in the event of a Corporate Transaction, as
     defined in the 2002 Stock Option/Stock Issuance Plan.  All of these
     options were granted without registration under the Securities Act
     by reason of the exemption from registration afforded by the
     provisions of Section 4(6) and/or Section 4(2) thereof, and Rule
     506 promulgated thereunder, as a transaction by an issuer not
     involving any public offering.  Mr. Miller represented that he was
     a sophisticated investor as defined in Rule 501 of Regulation D at
     the time of the granting.  He delivered appropriate investment
     representations with respect to this issuance and consented to the
     imposition of restrictive legends upon the documents evidencing the
     options.  He represented that he had not entered into the
     transaction with us as a result of or subsequent to any
     advertisement, article, notice, or other communication published in
     any newspaper, magazine, or similar media or broadcast on
     television or radio, or presented at any seminar or meeting.
     Mr. Miller was provided access to information similar to the type of
     information which would be included in a prospectus and was also
     afforded the opportunity to ask questions of our management and to
     receive answers concerning the terms and conditions of the options.
     No underwriting discounts or commissions were paid in connection
     with the grant.

  *  On March 14, 2005, we initiated an offering of up to 1,200,000
     shares of common stock for gross proceeds of $1,500,000.  These
     shares are being sold without registration under the Securities Act
     by reason of the exemption from registration afforded by the
     provisions of Section 4(6) and/or Section 4(2) thereof, and Rule
     506 promulgated thereunder, as a transaction by an issuer not
     involving any public offering.  The offering closed on June 17,
     2005, with a total of 299,181 shares sold.  The 180,000 additional
     shares sold this quarter were:

                                      22
<PAGE>

                                            Number
          Name                             of Shares     Amount
          ----                             ---------     ------
          Hoang H. Tong                     20,000       $25,000
          Chok Lam                          20,000       $25,000
          Lau T. and Mai-Anh P. Nguyen      40,000       $50,000
          Geneva Tram Dang 2000 Trust       16,000       $20,000
          Dang 2000 Children's Trust        32,000       $40,000
          Camellia Thu Dang 2000 Trust      16,000       $20,000
          Uyen-Chi Dang                     16,000       $20,000
          Peter Cuong Dac Ta                20,000       $25,000

     All of the investors represented that they were accredited
     investors as defined in Rule 501 of Regulation D at the time of the
     purchase.  Each investor delivered appropriate investment
     representations with respect to the purchase of the shares and
     consented to the imposition of restrictive legends upon the
     certificates evidencing such shares.  Each investor represented
     that he had not purchased the shares as a result of or subsequent
     to any advertisement, article, notice, or other communication
     published in any newspaper, magazine, or similar media or broadcast
     on television or radio, or presented at any seminar or meeting.
     Each investor also represented that he had received a term sheet
     describing the offering and had received copies of, or had access
     to, all of the reports made by us with the Securities and Exchange
     Commission.  Each investor further represented that he had been
     afforded the opportunity to ask questions of our management and to
     receive answers concerning the terms and conditions of the
     transaction.  No underwriting discounts or commissions were paid in
     connection with the sale of these shares.

  *  In June 2005, we granted five-year options to Luan Dang, a
     director, to purchase a total of 200,000 shares at $1.40 per share
     for his increased involvement in the operations of the Company.
     The options vest at the rate of one-twelfth for the quarter ending
     June 30, 2005, and one-twelfth per quarter end thereafter.  The
     options were granted without registration under the Securities Act
     by reason of the exemption from registration afforded by the
     provisions of Section 4(6) and/or Section 4(2) thereof, and Rule
     506 promulgated thereunder, as a transaction by an issuer not
     involving any public offering.  Mr. Dang represented that he was
     accredited investor as defined in Rule 501 of Regulation D at the
     time of the granting.  He delivered appropriate investment
     representations with respect to this issuance and consented to the
     imposition of restrictive legends upon the documents evidencing the
     options.  He represented that he had not entered into the
     transaction with us as a result of or subsequent to any
     advertisement, article, notice, or other communication published in
     any newspaper, magazine, or similar media or broadcast on
     television or radio, or presented at any seminar or meeting.
     Mr. Dang represented that he had been afforded the opportunity to ask
     questions of our management and to receive answers concerning the
     terms and conditions of the options.  No underwriting discounts or
     commissions were paid in connection with the grant.

                                      23
<PAGE>

  *  In June 2005, we granted five-year warrants to Stephen Murphy, our
     accountant, to purchase a total of 25,000 shares at $1.40 per share
     for services rendered as company accountant.  The warrants are
     immediately exercisable.  All of these warrants were granted
     without registration under the Securities Act by reason of the
     exemption from registration afforded by the provisions of Section
     4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
     thereunder, as a transaction by an issuer not involving any public
     offering.  Mr. Murphy represented that he was a sophisticated
     investor as defined in Rule 501 of Regulation D at the time of the
     granting.  He delivered appropriate investment representations with
     respect to this issuance and consented to the imposition of
     restrictive legends upon the documents evidencing the warrants.  He
     represented that he had not entered into the transaction with us as
     a result of or subsequent to any advertisement, article, notice, or
     other communication published in any newspaper, magazine, or
     similar media or broadcast on television or radio, or presented at
     any seminar or meeting.  Mr. Murphy was provided access to
     information similar to the type of information which would be
     included in a prospectus and was also afforded the opportunity to
     ask questions of our management and to receive answers concerning
     the terms and conditions of the warrants.  No underwriting
     discounts or commissions were paid in connection with the grant.

  *  In June 2005, we granted five-year warrants to Ronald N. Vance, our
     legal counsel, to purchase a total of 25,000 shares at $1.40 per
     share for services rendered as corporate secretary.  The warrants
     are immediately exercisable.  All of these warrants were granted
     without registration under the Securities Act by reason of the
     exemption from registration afforded by the provisions of Section
     4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
     thereunder, as a transaction by an issuer not involving any public
     offering.  Mr. Vance represented that he was a sophisticated
     investor as defined in Rule 501 of Regulation D at the time of the
     granting.  He delivered appropriate investment representations with
     respect to this issuance and consented to the imposition of
     restrictive legends upon the documents evidencing the warrants.  He
     represented that he had not entered into the transaction with us as
     a result of or subsequent to any advertisement, article, notice, or
     other communication published in any newspaper, magazine, or
     similar media or broadcast on television or radio, or presented at
     any seminar or meeting.  Mr. Vance was provided access to
     information similar to the type of information which would be
     included in a prospectus and was also afforded the opportunity to
     ask questions of our management and to receive answers concerning
     the terms and conditions of the warrants.  No underwriting
     discounts or commissions were paid in connection with the grant.

Item 5.  Other Information

     On July 6, 2005, we purchased from Jalva Media, Inc., a California
corporation, all of the rights, title and interest in and to a certain
Transcriber Vendor Agreement between Jalva Media and Factset, LLC.
Included in the purchase was all books, records, data, information and

                                      24
<PAGE>

documents relating to the agreement.  Jalva Media provides rich media
services including transcription of earnings calls.

     Pursuant to the terms of the Asset Purchase Agreement between Jalva
Media and the Company, we issued 6,411 shares of common stock to Jalva
Medica, Inc.  The shares were issued without registration under the Securities
Act by reason of the exemption from registration afforded by the
provisions of Section 4(6) and/or Section 4(2) thereof, and Rule 506
promulgated thereunder, as a transaction by an issuer not involving any
public offering.  Jalva Media represented that it was a sophisticated
investor as defined in Rule 501 of Regulation D.  Jalva Media delivered
appropriate investment representations with respect to the issuance and
consented to the imposition of restrictive legends upon the certificate
evidencing such shares.  It represented that it had not entered into the
transaction with us as a result of or subsequent to any advertisement,
article, notice, or other communication published in any newspaper,
magazine, or similar media or broadcast on television or radio, or
presented at any seminar or meeting.  Jalva Media was provided access
to information similar to the type of information which would be included
in a prospectus and was also afforded the opportunity to ask questions
of our management and to receive answers concerning the terms and
conditions of the stock issuance.  No underwriting discounts or
commissions were paid in connection with the transaction.

     Also in connection with the purchase of assets from Jalva Media, we
entered into an Advisory Agreement with Gautam Anand to consult with our
officers concerning matters relating to sales development, management
and organization of transcription operations.  Pursuant to that Advisory
Agreement, we issued 6,411 shares of common stock to Gautam Anand.  The
shares were issued without registration under the Securities Act by
reason of the exemption from registration afforded by the provisions of
Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
thereunder, as a transaction by an issuer not involving any public
offering.  Mr. Anand represented that he was a sophisticated investor as
defined in Rule 501 of Regulation D.  Mr. Anand delivered appropriate
investment representations with respect to the issuance and consented to
the imposition of restrictive legends upon the certificate.  He
represented that he had not entered into the transaction with us as a
result of or subsequent to any advertisement, article, notice, or other
communication published in any newspaper, magazine, or similar media or
broadcast on television or radio, or presented at any seminar or
meeting.  Mr. Anand was provided access to information similar to the
type of information which would be included in a prospectus and was also
afforded the opportunity to ask questions of our management and to
receive answers concerning the terms and conditions of the stock issuance.
No underwriting discounts or commissions were paid in connection with the
transaction.

     In July 2005, we granted five-year options to Stephen Murphy, our
accountant, to purchase a total of 20,000 shares at $1.09 per share for
continued services as company accountant over the next twelve months.
The options shall vest at the rate of one-fourth per quarter over the
following twelve months, provided that if Mr. Murphy shall not
continuously provide services through and including the end of any
quarter during the vesting period, the options for such quarter shall
lapse and shall not vest.  All of these options were granted without
registration under the Securities Act by reason of the exemption from
registration afforded by the provisions of Section 4(6) and/or Section
4(2) thereof, and Rule 506 promulgated thereunder, as a transaction by
an issuer not involving any public offering.  Mr. Murphy represented
that he was a sophisticated investor as defined in Rule 501 of
Regulation D at the time of the granting.  He

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<PAGE>

delivered appropriate investment representations with respect to this
issuance and consented to the imposition of restrictive legends upon the
documents evidencing the options.  He represented that he had not
entered into the transaction with us as a result of or subsequent to any
advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast on television or
radio, or presented at any seminar or meeting.  Mr. Murphy was provided
access to information similar to the type of information which would be
included in a prospectus and was also afforded the opportunity to ask
questions of our management and to receive answers concerning the terms
and conditions of the stock issuance.  No underwriting discounts or
commissions were paid in connection with the grant.

     Pursuant to the terms of the Consulting Agreement with Robert
Mitro, we issued 4,545 shares of common stock for services provided in
the month of July.  The shares were issued without registration under
the Securities Act by reason of the exemption from registration afforded
by the provisions of Section 4(6) and/or Section 4(2) thereof, and Rule
506 promulgated thereunder, as a transaction by an issuer not involving
any public offering.  Mr. Mitro represented that he was an accredited
investor as defined in Rule 501 of Regulation D.  Mr. Mitro delivered
appropriate investment representations with respect to the issuance and
consented to the imposition of restrictive legends upon the certificate
evidencing such shares.  He represented that he had not entered into the
transaction with us as a result of or subsequent to any advertisement,
article, notice, or other communication published in any newspaper,
magazine, or similar media or broadcast on television or radio, or
presented at any seminar or meeting.  He represented that he had been
afforded the opportunity to ask questions of our management and to
receive answers concerning the terms and conditions of the stock
issuance.  No underwriting discounts or commissions were paid in
connection with the transaction.

Item 6.  Exhibits

     (a)  Exhibits.  The following exhibits are included as part of this
report:

     Exhibit No.  Description
     -----------  -----------
        31.1      Rule 13a-14(a) Certification by Principal Executive Officer
        31.2      Rule 13a-14(a) Certification by Principal Financial Officer
        32        Section 1350 Certification of Principal Executive Officer
                  and Principal Financial Officer

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                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                        Caneum, Inc.

Date:  August 15, 2005                  By /s/ Sukhbir Singh Mudan
                                           Sukhbir Singh Mudan, President and
                                           Treasurer (Principal executive
                                           officer, principal financial
                                           officer, and chief accounting
                                           officer)


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