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, 2003

     [ ]  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: 0-30874

                               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) 644-0095

                            SaiphT Corporation
           (Former name, former address, and former fiscal year,
                       if changed since last report)

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, 2003, there
were 2,960,000 shares of our common stock outstanding.

<PAGE>

                                  PART I

Item 1.  Financial Statements

     The condensed financial statements included herein have been prepared
by us, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although we
believe that the disclosures are adequate to make the information presented
not misleading.

     In our opinion all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of our
company as of June 30, 2003, and the results of its operations and changes
in its financial position from March 1, 2000, through June 30, 2003, have
been made.  The results of its operations for such interim period are not
necessarily indicative of the results to be expected for the entire year.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto included in our annual report on
Form 10-KSB for the year ended December 31, 2002.

                                     2
<PAGE>

                               Caneum, Inc.
                       (Formerly SaiphT Corporation)
                       (A Development Stage Company)
                               Balance Sheet
<TABLE>
<CAPTION>
                                                          June 30,      December 31,
                                                            2003           2002
                                                         -----------    -----------
                                                         (Unaudited)
<S>                                                      <C>            <C>
                                  Assets
Current Assets
  Cash                                                   $   394,460    $      -
  Investments                                                 29,517           -
  Interest Receivable                                            175            144
  Note Receivable - Related Party                               -             1,250
                                                          ----------     ----------
     Total Current Assets                                    424,152          1,394

Property & Equipment
  Software                                                       100           -
                                                          ----------     ----------
     Total Property & Equipment                                  100           -
                                                          ----------     ----------
     Total Assets                                        $   424,252    $     1,394
                                                          ==========     ==========

                  Liabilities and Stockholders' Equity

Current Liabilities
  Accounts Payable                                       $     4,707    $     1,220
  Interest Payable                                              -             3,988
  Note Payable - Related Party                                  -            23,087
                                                          ----------     ----------
     Total Current Liabilities                                 4,707         28,295

Stockholders' Equity
  Preferred Stock, 20,000,000 Shares Authorized
   at $.001 Par Value, Zero Outstanding                         -              -
  Common Stock, 100,000,000 Shares Authorized
   at $.001 Par Value; 3,060,000 and 1,000,000 Shares
   Issued and Outstanding Respectively                         3,060          1,000
  Additional Paid In Capital                                 508,090          9,000
  Deficit Accumulated in the Development Stage               (91,605)       (36,901)
                                                          ----------     ----------
     Total Stockholders' Equity                              419,545        (26,901)
                                                          ----------     ----------
     Total Liabilities and Stockholders' Equity          $   424,252    $     1,394
                                                          ==========     ==========
</TABLE>
              See accompanying notes to financial statements.
                                     3
<PAGE>

                               Caneum, Inc.
                       (Formerly SaiphT Corporation)
                       (A Development Stage Company)
                          Statement of Operations
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                                      For the Period
                                                                                         March 1,
                                                                                         2000 to
                              For the Three Months Ended   For the Six Months Ended    (Inception)
                                  June         June           June         June           June
                                30, 2003     30, 2002       30, 2003     30, 2002       30, 2003
                               -----------  -----------    -----------  -----------    -----------
<S>                            <C>          <C>            <C>          <C>            <C>
Revenue
  Website Development          $     1,308  $      -       $     4,808  $      -       $     4,808
  Website Hosting                     -            -               300         -               300
  IT Consulting                     10,000         -            10,000         -            10,000
                                ----------   ----------     ----------   ----------     ----------
     Total Revenues                 11,308         -            15,108         -            15,108

Cost of Goods Sold                   3,750         -             3,750         -             3,750
                                ----------   ----------     ----------   ----------     ----------
Gross Profit                         7,558         -            11,358         -            11,358

Operating Expenses
  General & Administrative           4,809        2,720          8,269        5,332         41,324
  Legal & Professional              23,168         -            23,168         -            23,168
  Rent                                 500         -               500         -               500
  Wages                             33,177         -            33,177         -            33,177
                                ----------   ----------     ----------   ----------     ----------
     Total Operating Expenses       61,654        2,720         65,114        5,332         98,169
                                ----------   ----------     ----------   ----------     ----------
     Income (Loss)
     from Operations               (54,096)      (2,720)       (53,756)      (5,332)       (86,811)

Other Income (Expenses)
  Interest Income                     -              31             31           62            175
  Interest Expense                    (524)        (455)          (979)        (893)        (4,969)
                                ----------   ----------     ----------   ----------     ----------
     Total Other Income
     (Expenses)                       (524)        (424)          (948)        (831)        (4,794)
                                ----------   ----------     ----------   ----------     ----------
     Income (Loss) Before
     Taxes                         (54,620)      (3,144)       (54,704)      (6,163)       (91,605)

     Taxes                            -            -              -            -              -
                                ----------   ----------     ----------   ----------     ----------
     Net Income (Loss)         $   (54,620) $    (3,144)   $   (54,704) $    (6,163)   $   (91,605)
                                ==========   ==========     ==========   ==========     ==========

     Loss Per
     Common Share              $     (0.03) $      -       $     (0.04) $      -

     Weighted Average
     Outstanding Shares          1,819,341    1,000,000      1,439,006    1,000,000
</TABLE>
              See accompanying notes to financial statements.
                                     4
<PAGE>

                             Caneum, Inc.
                    (Formerly SaiphT Corporation)
                    (A Development Stage Company)
                       Statement of Cash Flows
                             (Unaudited)
<TABLE>
<CAPTION>
                                                                          For the Period
                                                                           March 1, 2000
                                              For the Six Months Ended     (Inception)
                                                 June          June          to June
                                               30, 2003      30, 2002        30, 2003
                                             ------------  ------------    ------------
<S>                                          <C>           <C>             <C>
Cash Flows from Operating Activities
  Net Income (Loss)                          $   (54,704)  $    (6,163)    $   (91,605)
  Adjustments to Reconcile Net Income
  (Loss) to Net Cash Provided by
  Operating Activities:
   (Increase) in Interest Receivable                 (31)          (62)           (175)
   (Decrease) Increase in Accounts Payable-
     Interest Payable                               (501)        4,853           4,707
   Expenses Paid by Stock Issuance                 1,050          -              4,030
                                              ----------    ----------      ----------
     Net Cash Provided (Used) by
     Operating Activities                        (54,186)       (1,372)        (83,043)

Cash Flows From Investing Activities
  Cash Paid for Investments                      (29,517)         -            (29,517)
  Payments on Related Party Note                   1,250          -               -
                                              ----------    ----------      ----------
     Net Cash Provided (Used) by
     Investing Activities                        (28,267)         -            (29,517)

Cash Flows from Financing Activities
  Issuance of Common Stock for Cash              500,000          -            507,020
  Payments on Notes Payable                      (23,087)         -               -
                                              ----------    ----------      ----------
     Net Cash Provided (Used) by
     Financing Activities                        476,913          -            507,020
                                              ----------    ----------      ----------
     Increase (Decrease) in Cash                 394,460        (1,327)        394,460

     Cash, Beginning of Period                      -            1,327            -
                                              ----------    ----------      ----------
     Cash, End of Period                     $   394,460   $      -        $   394,460
                                              ==========    ==========      ==========

Supplemental Cash Flow Information
  Interest                                   $       524   $      -        $       524
  Income Taxes                                      -             -               -
</TABLE>
            See accompanying notes to financial statements.
                                  5
<PAGE>

                             Caneum, Inc.
                    (Formerly SaiphT Corporation)
                    (A Development Stage Company)
                  Notes to the Financial Statements
                            June 30, 2003

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 has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company.
All income, expenses, cash flows and stock transactions are reported
since the beginning of development stage.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents The Company considers all highly liquid
investments with maturities of three months or less to be cash
equivalents.

Method of Accounting - The Company uses the accrual method of accounting
and recognizes revenues and expenses in the period in which the goods
sold are shipped.

Earnings (Loss) Per Share - The computation of earnings per share of
common stock is based on the weighted average number of shares
outstanding at the date of 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.

Method of Accounting - The Company uses the accrual method of
accounting and recognizes revenues and expenses in the period in which
the services are performed.

NOTE 3 - INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 2000
and has applied the provisions of the statement to the current year
which resulted in no significant adjustment.

                                  6
<PAGE>

                             Caneum, Inc.
                    (Formerly SaiphT Corporation)
                    (A Development Stage Company)
                  Notes to the Financial Statements
                            June 30, 2003

NOTE 3 - INCOME TAXES continued

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.

Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes.  There were no temporary differences at June 30, 2003 and
earlier periods; accordingly, no deferred tax liabilities have been
recognized for all periods.

The Company has cumulative net operating loss carryforwards over $91,000
at June 30, 2003.  No effect has been shown in the financial statements
for the net operating loss carryforwards as the likelihood of future tax
benefit from such net operating loss carryforwards is not presently
determinable.  Accordingly, the potential tax benefits of the net
operating loss carryforwards, estimated based upon current tax rates at
June 30, 2003 have been offset by valuation reserves in the same amount.
The net operating losses begin to expire in 2019.

NOTE 4 - NOTE PAYABLE RELATED PARTY

The Company had issued several promissory notes to various companies
whose officers and/or directors are shareholders of the Company.  During
the quarter ended June 30, 2003, all notes were paid in full including
the accrued interest associated with the notes.

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business.  Currently, the Company has not established a source
of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.

                                  7
<PAGE>

                             Caneum, Inc.
                    (Formerly SaiphT Corporation)
                    (A Development Stage Company)
                  Notes to the Financial Statements
                            June 30, 2003

NOTE 6 - COMMON STOCK

During the quarters ended March 31 and June 30, 2003, the Company issued
480,000 and 120,000 shares of common stock, respectively at par value
for services rendered in behalf of the Company.

Through the issuance of 10,000 shares of common stock, the Company
acquired the rights and title to various software programs from E.com
Advantage, Inc.  The shares were issued at $.01 per share.

During the quarter ended June 30, 2003, the Company issued 1,000,000
shares of common stock at $.50 per share for cash.  The Company has also
issued 450,000 shares of common stock at $.001 per share to directors of
the Company for services rendered in behalf of the Company.

NOTE 7 - STOCK OPTIONS

On December 18, 2002, the Board of Directors adopted the 2002 Stock
Option/Stock Issuance Plan.  The plan provides for the granting of stock
options or the issuance of stock to the employees, officers, and
consultants of the Company.  No options have been granted, or shares
issued, under the plan.

The purpose of the plan is to provide eligible persons an opportunity to
acquire a proprietary interest and as an incentive to remain in service
of the Company.  Awards under the plan consist of both non-qualified
options and options intended to qualify as "Incentive Stock Options"
under Sections 422 of the Internal Revenue Code, and stock grants.


                                  8
<PAGE>

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

     The following discussion should be read in conjunction with our
audited financial statements and related notes thereto included in our
annual report on Form 10-KSB for the year ended December 31, 2002, as filed
with the Securities and Exchange Commission.

     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: a general economic downturn; a further downturn
in the securities markets; federal or state laws or regulations having an
adverse effect on us; 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.

Overview

     Caneum's charter is to (1) acquire and grow micro cap companies in the
software and information technology sectors, and (2) to market its software
development, IT consulting, and Business Process Outsourcing services. The
company recently closed its initial round of funding and anticipates
applying for quotation on the OTC Bulletin Board later this year.  The
principal value proposition for the acquired company is to provide an exit
strategy for its shareholders, given that the IPO and VC funding options
may no longer be available or attractive to them.

     The current environment of tight capital markets and the economic
downturn, particularly for privately held micro cap software and technology
companies, has created a dilemma for many quality companies that are
maintaining profit margins, but have no way to grow and no exit strategy in
sight.  We believe the Caneum roll-up strategy, utilizing its public stock
as currency, represents a timely and appropriate vehicle to acquire these
successful private companies and provide their shareholders a liquidity
event for an exit.  At the same time, it provides the acquired company's
management team the opportunity to continue to run and grow their
companies.

     The impetus for creating shareholder value within the software and
technology sectors is the large number of private companies that are
seeking an exit strategy, and can be acquired at attractive valuations.
Therefore, management believes there is an immediate opportunity to create
incremental value by merging these undervalued, high quality companies
under a single publicly traded umbrella such as Caneum.

                                  9
<PAGE>

     Caneum's strategy is to acquire mature, quality companies with sound
financials, intriguing technology, a loyal customer base, and talented
management teams that have a passion for what they're doing and want to
continue to run and grow their companies.

     Prospective acquisitions will be selected for their profitability,
technology, market position, customer base and their experienced management
teams. Acquisition terms will limit financial risk to Caneum shareholders
by setting specific performance milestones in order to receive full
purchase consideration. The management teams will also enter into
employment contracts to retain their services.  The consideration, in the
form of Caneum stock, will also align their interests with those of
Caneum's shareholders.

     Acquired companies may take advantage of centralized corporate
services, such as: benefit programs, professionally managed offshore
software development, financial services, human resource management
support, business process outsourcing, and data network management and
maintenance. By availing themselves of these centralized services, the
company management teams can better focus their energies and core skill
sets on achieving their operational plans, and their growth and
profitability goals.  And while the companies will primarily focus on their
respective business plans, cross-company opportunities and economies of
scale may emerge to increase the profitability of the individual Caneum
companies.

     The acquired companies in the roll-up will be strategically
diversified across industries to reduce the potential impact of a downturn
in any industry sector.

     While the Caneum strategy is to acquire mature, cash flow positive,
profitable companies, Caneum is also interested in identifying additional
growth opportunities that are not currently being addressed within the
individual company's business plan.  These growth opportunities will be
evaluated for the potential to infuse additional capital to fund selected
growth opportunities.

     Management believes there is a large reservoir of quality companies
that meet the Caneum acquisition criteria, and are stymied by the lack of
an exit strategy.  This presents Caneum with a very timely opportunity to
aggregate a diversified set of undervalued micro cap software and
technology companies, thus building a solid foundation to grow through both
acquisition and organic growth.

     At the same time, Caneum is positioned to take advantage of the early
stage of a potential software and technology sector recovery, and to
capitalize on the recovery to accelerate valuation, and likewise be an
attractive M&A candidate itself.

     For the three months ended June 30, 2003, Caneum recognized revenues
of $11,308, and incurred an operating loss of ($54,620), compared with
revenue of $3,800 and an operating loss of ($84) during the first quarter
of 2003. The increase in revenue and operating loss in 2003 reflects the
Company's progress in growing the IT consulting and Business Process
Outsourcing (BPO) services.

                                  10
<PAGE>

     The Company's operating results are more fully discussed under
"Results of Operations" below.

     Caneum presently realizes revenues from pilot BPO projects which the
company anticipates will lead to larger contracts in the future.

     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.  Caneum records these
expenses when incurred.

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 Caneum's critical accounting policies in the
second quarter ended June 30, 2003.

Results of Operations

     During second quarter 2003 Caneum generated revenues of $11,308 and
incurred operating expenses of $61,654.  For the six months ended June 30,
2003, Caneum generated revenues of $15,108 and incurred operating expenses
of $65,114.  Since operations commenced in the last month of the year ended
December 31, 2002, there is no comparable data for the same period in the
prior year. Management has not yet determined the amount of revenues and
expenses estimated for the remainder of 2003, but anticipates that they
will increase based upon the commencement of operations during the last
month of 2002.

     Interest income was eliminated for the three months ended June 30,
2003, as compared with $31 for the comparable prior year period, and it was
reduced from $62 for the six months ended June 30, 2003, as compared with
$31 for the comparable prior year period.  Interest expense increased to
$524 for the three months ended June 30, 2003, as compared with $424 for
the comparable prior year period, and it increased to $948 for the six
months ended June 30, 2003, as compared with $831 for the comparable prior
year period.  On June 1, 2003, Caneum repaid its outstanding promissory
notes in the aggregate principal amount of $23,087, together with interest
of $2,313.  Also on June 1, 2003, Caneum received payment on outstanding
loans in the principal amount of $1,250, together with interest of $196.
These transactions eliminated all of Caneum's outstanding promissory notes
and loans payable as of June 1, 2003.

Liquidity and Capital Resources

     As of June 30, 2003, cash totaled $394,460, as compared with no cash
or cash equivalents at December 31, 2002.  Cash used in operations was
$54,186 during the six month

                                  11
<PAGE>

period ended June 30, 2003.  During the same period, cash flows from
investing activities increased by $28,267 and cash flows from financing
activities increased by $476,913.  There were no comparable investing or
financing activities for the same period last year, and since operations
commenced in the last month of the year ended December 31, 2002, there is
no material comparable operating data for the same period in the prior
year.

     Working capital was $419,445 at June 30, 2003, as compared with
negative working capital of ($26,901) at December 31, 2002. This
significant increase in working capital was a result primarily of gross
proceeds from a stock offering which generated $500,000 in cash during the
six month period ended June 30, 2003, and repayment of outstanding notes
totaling approximately $23,087, plus interest, on June 1, 2003.

     Management believes that with the anticipated growth in operating cash
flows from its new operations, as well as its financing activities from the
sale of its common stock, Caneum will generate sufficient cash to satisfy
existing operating cash needs and working capital requirements of during
2003.  Additionally, Caneum may 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, Caneum 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 Caneum's operating needs and the
cost to acquire new IT companies. Caneum's ability to secure this
additional funding given present market conditions is uncertain, as is the
financial effect any such funding may have on Caneum's capital structure or
operating results.

Item 3.  Controls and Procedures

     Within 90 days prior to the filing date of this report, our management
conducted an evaluation, under the supervision and with the participation
of our President and Principal Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures. Based
on this evaluation, the President and Principal Financial Officer concluded
that our disclosure controls and procedures are effective. There have been
no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of our
last evaluation.

                                  PART II

Item 2.  Changes in Securities

     During the quarter ended June 30, 2003, the following securities were
sold by us without registering the securities under the Securities Act:

                                  12
<PAGE>

  *  In April 2003 we sold an additional 120,000 shares of our common stock
     in our $.001 per share offering for gross proceeds of $120.  These
     shares were sold without registration under the Securities Act by
     reason of the exemption from registration afforded by the provisions
     of Section 4(2) thereof, and Rule 506 promulgated thereunder, as a
     transaction by an issuer not involving any public offering.  Of the
     thirty purchasers of the shares, twenty-one represented that they were
     accredited investors as defined in Rule 501 of Regulation D at the
     time of the transaction.  Each investor delivered appropriate
     investment representations with respect to his or her purchase of
     these shares and consented to the imposition of restrictive legends
     upon the certificates evidencing the shares.  Each investor
     represented that he or she 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 or she 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 or she
     had been afforded the opportunity to ask questions of our management
     and to receive answers concerning the terms and conditions of the
     purchase of the shares.  No underwriting discounts or commissions were
     paid in connection with the sale of these shares.

 *   In April 2003 we issued 225,000 shares each to Robert F. Mitro and
     Alan Knitowski, two of our directors, for services rendered to our
     company and for accepting appointment as directors.  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.  Each of
     the recipients of the shares represented that he was an accredited
     investor as defined in Rule 501 of Regulation D at the time of the
     issuance.  Each investor delivered appropriate investment
     representations with respect to this issuance and consented to the
     imposition of restrictive legends upon the certificates evidencing the
     shares.  Each of the parties 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.  Each party
     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 issuance.  No underwriting discounts or commissions
     were paid in connection with this issuance.

 *   From April through June 2003 we sold 1,000,000 shares of common stock
     in our $0.50 per share offering for gross proceeds of $500,000.  These
     shares were 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.  Each of the fourteen investors represented that he or she
     was an accredited investor 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

                                  13
<PAGE>

     consented to the imposition of restrictive legends upon the
     certificates evidencing such shares.  Each investor represented that
     he or she 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 or she 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 or she 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.

Item 4.  Submission of Matters to a Vote of Security Holders

     On June 12, 2003, shareholders owning 1,735,000 shares, or 56.7% of
the total outstanding shares on such date, approved amendments to our
articles of incorporation to change the corporate name to "Caneum, Inc."
and to adopt a class of preferred shares, and approved our 2002 Stock
Option/Stock Issuance Plan.

Item 5.  Other Information

     On June 11, 2003, Alan Knitowski was appointed chairman of the board,
and Robert F. Mitro was appointed vice-chairman.  Also, on this date
Sukhbir Singh Mudan was appointed treasurer and chief financial officer.
On August 14, 2003, Mr. Mudan resigned the position of chief financial officer
and the board determined to leave the office of chief financial officer vacant
until futher action.

     On June 20, 2003, Steve Claflin resigned as vice-president of
strategic technology.  He also returned 100,000 shares of our common stock
for cancellation.  These shares were returned to the authorized but
unissued shares of the company.

     On July 21, 2003, we filed a certificate of amendment to our articles
of incorporation to change the name of our company to Caneum, Inc. and to
authorize 20,000,000 shares of preferred stock.

     At its regular meeting held on August 14, 2003, the board of directors
authorized the granting of five year incentive stock options to certain of
the directors in relation to their employment with the Company.  The
options were granted pursuant to the terms and conditions of the 2002 Stock
Option/Stock Issuance Plan.  The board granted options to purchase
1,000,000 shares each to Alan Knitowski and Sukhbir Singh Mudan, and
750,000 shares to Robert F. Mitro.  The exercise price of the options is
$0.55, which was determined by the board to be 110% of the current fair
market value of the common stock as determined pursuant to the terms of the
plan.  The stock options will vest for each option holder as follows:
(i) one-twelfth (1/12th) immediately as a result of the gross revenue for
the quarter ended June 30, 2003, exceeding the gross revenue generated
during the quarter ended March 31, 2003; (ii) beginning

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with the current operating quarter, one-twelfth (1/12th) each operating
quarter in which the gross revenue for such quarter exceeds the gross
revenue of the prior quarter, and/or one-twelfth (1/12th) shall vest for
each $250,000 in gross revenue generated cumulatively in the aggregate
since inception of the company; and (iii) immediately in the event of a
Corporate Transaction, as defined in the Plan.

     In addition, at the regular meeting held on August 14, 2003, the board
created an audit committee and a compensation committee.  Jason Daggett and
Dr. Avtar Singh Ranshi were each appointed to both committees and Mr. Daggett
was selected to be the chair of each committee.

     Also at its regular meeting on August 14, 2003, the board authorized
the granting of five year options to its outside directors for appointment as
directors, appointment to committees of the board, and for serving as
chairman of the committees.  The board granted options to purchase 55,000
shares to Jason Daggett and 45,000 shares to Dr. Avtar Singh Ranshi.  The
exercise price of the options is $0.50, which was determined by the board to
be the current fair market value of the common stock as determined pursuant
to the terms of the Plan.  All of the options are to be granted pursuant
to the company's 2002 Stock Option/Stock Issuance Plan.  Each option will
vest at the rate of 1/4th of the total options granted at the end of each
three-month period and immediately in the event of a Corporate Transaction,
as defined in the Plan.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits.

          3.5  Certificate of Amendment filed July 21, 2003

          99.1 Written Statement of the Chief Executive Officer and
               Principal Financial Officer with respect to compliance with
               Section 13(a) of the Securities Exchange Act of 1934.

     (b)  Reports on Form 8-K:  No reports on Form 8-K were filed during
the second quarter ended June 30, 2003.

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<PAGE>

                                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 14, 2003             By /s/ Sukhbir Singh Mudan
                                      Sukhbir Singh Mudan, President and
                                      Principal Financial Officer (Principal
                                      executive officer, principal financial
                                      officer, and chief accounting officer)

                              CERTIFICATIONS

I, Sukhbir Singh Mudan, certify that:

     1.    I have reviewed this quarterly report on Form 10-QSB of Caneum,
Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

     4.   I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-
14) for the registrant and I have:

          (a)  designed such disclosure controls and procedures to ensure
     the material information relating to the registrant is made known to
     me, particularly during the period in which this quarterly report was
     being prepared;

          (b)  evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this quarterly report (the "Evaluation Date"); and

          (c)  presented in this quarterly report my conclusions about the
     effectiveness of the disclosure controls and procedures based on my
     evaluation as of the Evaluation Date;

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<PAGE>

     5.   I have disclosed, based on my most recent evaluation, to the
registrant's auditors and to the boards of directors:

          (a)  all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data and
     have identified for the registrant's auditors any material weaknesses
     in internal controls; and

          (b)  any fraud, whether or not material, that involves management
     or other employees who have a significant role in the registrant's
     internal controls; and

     6.   I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

     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, thereunto duly authorized.

Date:  August 14, 2003             /s/ Sukhbir Singh Mudan
                                   Sukhbir Singh Mudan, President and
                                   Principal Financial Officer


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