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 March 31, 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 filing
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 May 5, 2005,
there were 4,417,326 shares of our common stock outstanding.

<PAGE>

                                  PART I
                           FINANCIAL INFORMATION

Item 1.  Financial Statements


                             Table of Contents

                 For the three months ended March 31, 2005



                                                                       Page
Financial Statements

  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



<PAGE>

                               CANEUM, INC.

                              Balance Sheets

                As of March 31, 2005 and December 31, 2004


                                    ASSETS
                                                      March 31,    December 31,
                                                         2005          2004
                                                     -----------   -----------
                                                      Unaudited
CURRENT ASSETS
  Cash and cash equivalents                          $   124,642   $   506,790
  Accounts receivable, net of allowance for doubtful
    accounts of $10,446 for 2005 and 2004
    respectively                                         215,757       102,083
  Prepaid expenses and other assets                       15,000        15,000
                                                      ----------    ----------
     TOTAL CURRENT ASSETS                                355,399       623,873
                                                      ----------    ----------
FIXED ASSETS
  Software                                                   100           100
    Less accumulated depreciation                           (100)         (100)
                                                      ----------    ----------
     TOTAL FIXED ASSETS                                     -             -
                                                      ----------    ----------
     TOTAL ASSETS                                    $   355,399   $   623,873
                                                      ==========    ==========


               See accompanying notes to financial statements.
                                      3
<PAGE>

                               CANEUM, INC.

                        Balance Sheets (continued)

                As of March 31, 2005 and December 31, 2004


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         2004          2003
                                                     -----------   -----------
CURRENT LIABILITIES
  Accounts payable and accrued liabilities           $    72,679   $   130,339
  Accrued payroll and related expenses                    79,734       103,543
                                                      ----------    ----------
     TOTAL CURRENT LIABILITIES                           152,413       233,882
                                                      ----------    ----------

COMMITMENTS AND CONTINGENCIES (Notes 4 and 6)

STOCKHOLDERS' EQUITY (Notes 5 and 7)
  Common stock, 100,000,000 shares authorized
    at $.001 par value: 4,417,326 and 4,358,271 shares
    issued and outstanding, respectively                   4,417         4,358
  Additional paid in capital                           2,439,354     2,124,490
  Accumulated deficit                                 (2,240,785)   (1,738,857)
                                                      ----------    ----------
     TOTAL STOCKHOLDERS' EQUITY                          202,986       389,991
                                                      ----------    ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $   355,399   $   623,873
                                                      ==========    ==========


               See accompanying notes to financial statements.
                                      4
<PAGE>

                                 CANEUM, INC.

               Statements of Operations and Comprehensive Loss

                                                       For the quarter ended
                                                     -------------------------
                                                      March 31,     March 31,
                                                         2005          2004
                                                     -----------   -----------
                                                     (unaudited)   (unaudited)

REVENUE                                              $   204,522   $    84,124

COST OF REVENUE                                          137,938        55,431
                                                      ----------    ----------
     GROSS PROFIT                                         66,584        28,693

OPERATING EXPENSES                                       568,705       196,027
                                                      ----------    ----------
     LOSS FROM OPERATIONS                               (502,121)     (167,334)
                                                      ----------    ----------
OTHER INCOME (EXPENSE)
  Other income                                              -            4,488
  Realized losses from the sales of securities              -          (10,711)
  Dividend income                                           -               22
  Interest income                                            993           897
                                                      ----------    ----------
     TOTAL OTHER INCOME (EXPENSE)                            993        (5,304)
                                                      ----------    ----------
     LOSS BEFORE INCOME TAX                             (501,128)     (172,638)

     INCOME TAX EXPENSE                                     (800)         -
                                                      ----------    ----------
          NET LOSS                                   $  (501,928)  $  (172,638)
                                                      ==========    ==========


LOSS PER COMMON SHARE-Basic and Diluted                    (0.11)        (0.04)


SHARES USED IN EARNINGS PER SHARE CALCULATIONS
  WEIGHTED AVERAGE COMMON SHARES                       4,405,277     4,010,000


OTHER COMPREHENSIVE INCOME (LOSS)
  NET LOSS                                           $  (501,928)  $  (172,638)
  OTHER COMPREHENSIVE INCOME (LOSS):
    Unrealized loss on available-for-sale
     securities (Note 3)                                    -          (33,518)
                                                      ----------    ----------
          COMPREHENSIVE LOSS                         $  (501,928)  $  (206,156)
                                                      ==========    ==========


               See accompanying notes to financial statements.
                                      5
<PAGE>

                                 CANEUM, INC.

                           Statement of Cash Flows

<TABLE>
<CAPTION>
                                                            For the quarter ended
                                                         ----------------------------
                                                           March 31,       March 31,
                                                             2005            2004
                                                         ------------    ------------
                                                         (unaudited)     (unaudited)
<S>                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss)                                              $   (501,928)   $   (172,638)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Stock-based compensation expense                          183,646           4,062
    Expenses paid by stock issuance                             9,077            -
    Realized loss on sale of securities                          -             10,711
    Increase in accounts receivable                          (113,674)        (48,683)
    (Decrease) Increase in accounts payable
      and accrued liabilities                                 (57,660)          3,518
    Increase in accrued payroll and related expenses           58,391            -
                                                          -----------     -----------
     NET CASH FLOWS USED BY OPERATING ACTIVITIES             (422,148)       (203,030)
                                                          -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of available-for-sale securities                     -           (203,556)
  Proceeds from available-for-sale securities                    -            162,716
                                                          -----------     -----------
     NET CASH FLOWS USED BY INVESTING ACTIVITIES                 -            (40,840)
                                                          -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for cash                            40,000            -
                                                          -----------     -----------
     NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES           40,000            -
                                                          -----------     -----------
     NET (DECREASE) IN CASH AND CASH EQUIVALENTS             (382,148)       (243,870)

     CASH AND CASH EQUIVALENTS,
     BEGINNING OF THE PERIOD                                  506,790         781,387
                                                          -----------     -----------
     CASH AND CASH EQUIVALENTS,
     END OF THE PERIOD                                   $    124,642    $    537,517
                                                          ===========     ===========

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>

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.

     The condensed financial statements have been prepared by the
Company, 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
the Company believes that the disclosures are adequate to make the
information presented not misleading.

     In the opinion of the Company, all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the
financial position of the Company as of March 31, 2005, and the
results of its operations for the three months ended March 31, 2005,
and March 31, 2004, 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 the Company's annual report on Form 10-KSB for the
year ended December 31, 2004.

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 quarters ended March 31, 2005, and March 31, 2004, the
Company had three and two customers that each accounted for at least
10% of the Company's revenue.  As of March 31,

                                     7
<PAGE>

2005, and December 31, 2004, three customers, 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 March 31,
2005 and December 31, 2004, the Company had $134,737 and $411,642,
respectively, on deposit that exceeded federally insured limits.

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 March 31, 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.

                                     8
<PAGE>
                                                  For the quarter ended
                                                 ------------------------
                                                  March 31,     March 31,
                                                    2005          2004
                                                 ----------    ----------
     Net loss as reported                       $  (501,928)  $  (172,638)

     Stock based compensation deducted in
      arriving at net loss as reported              183,646         4,062
                                                 ----------    ----------
                                                   (318,282)     (168,576)
     Stock based compensation determined
      under the fair value method                   397,800        32,162
                                                 ----------    ----------
     Net Loss, pro-forma                        $  (716,082)  $  (200,738)
                                                 ==========    ==========

     Net loss per share, as reported            $     (0.11)  $     (0.04)

     Net loss per share, pro forma              $     (0.16)  $     (0.05)



     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:

                                    For the quarter ended
                                   ------------------------
                                    March 31,     March 31,
                                      2005          2004
                                   ----------    ----------
     Volatility                     178.33%        43.35%
     Risk free Interest rate          4.50%         4.00%
     Expected life of Options      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 March 31, 2005,
and December 31, 2004, management believes that the

                                     9
<PAGE>

carrying amounts of cash and cash equivalents and accounts payable
approximate fair value because of the short maturity of these
financial instruments.

Accounting For Income Taxes

     The Company follows SFAS No. 109, "Accounting for Income Taxes,"
which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been
included in the financial statements or tax returns.  Under this
method, deferred tax liabilities and assets are determined based on
the differences between the financial statements and the tax bases of
assets and liabilities using enacted rates in effect for the year in
which the differences are expected to reverse.  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 March 31, 2005, and December 31, 2004, the Company
had 4,710,000 and 3,990,000 of options and warrants outstanding.
These securities are potentially dilutive securities.

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 2003, the Financial Accounting Standards Board
("FASB") issued a revision to Interpretation No. 46.  Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51 ("FIN
46R").  FIN 46R clarifies the application of ARB No.51, "Consolidated
Financial Statements," to certain entities in which equity investors
do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support provided
by any parties, including the equity holders.  FIN 46R requires the
consolidation of these entities, known as variable interest entities
("VIE's"), by the primary beneficiary of the entity.  The primary
beneficiary is the entity, if any, that will absorb a majority of the
entity's expected losses, receive a majority of the entity's expected
residual returns, or both.

                                    10
<PAGE>

     Among the other changes, the revisions of FIN 46R (a) clarified
some requirements of the original FIN 46, which had been issued in
January 2003, (b) eased some implementation problems, and (c) added
new scope exceptions.  FIN 46R deferred the effective date of the
Interpretation for public companies to the end of the first reporting
period ending after March 15, 2004, except that all public companies
must, at a minimum, apply the unmodified provisions of the
Interpretation to entities that were previously considered
"special-purpose entities" in practice and under the FASB literature
prior to the issuance of FIN 46R by the end of the first reporting
period ending after December 15, 2003.  As of March 31, 2005, and
December 31, 2004, management believes that the Company is not the
primary beneficiary of any VIE's.

     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.

NOTE 3 - AVAILABLE-FOR-SALE EQUITY SECURITIES

     At March 31, 2005, and December 31, 2004, the Company had $0 of
available-for-sale equity securities.

NOTE 4 - RELATED PARTY TRANSACTIONS

     During the quarter ended March 31, 2005, the Company had 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 total rent expense under this agreement was $5,400 for
the quarter ended March 31, 2005, and $1,500 for the quarter ended
March 31, 2004.  This agreement is on a month-to-month term.

                                    11
<PAGE>

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 for the quarter ended March 31, 2005, and
$6,000 for the quarter ended March 31, 2004.  This agreement is on a
month-to-month term.

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 current
agreement is $5,000 per month.  The total expense pursuant to this
agreement was $15,000 for the quarter ended March 31, 2005, and
$15,000 for the quarter ended March 31, 2004.  This agreement is on a
month-to-month term.

Investor Relations

     Jason Daggett (a former Director) is the President of The Liquid Group,
Inc., which has a one year agreement through January 2006 to provide
Investor Relations and Public Relations services at $7,500 per month.
Cygni Capital, LLC (above) owns a 50% non-managing interest in The Liquid
Group and Mr. Daggett is a Vice-President 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 $32,000 for the quarter
ended March 31, 2005, and $6,000 for the quarter ended March 31, 2004.

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 Plan was approved by shareholders effective June 12,
2003.  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 are 7,500,000 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.

     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

                                    12
<PAGE>

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 quarters
ended March 31, 2005 and 2004, are presented below :

<TABLE>
                                       For the quarter ended          For the quarter ended
                                           March 31, 2005                 March 31, 2004
                                    -----------------------------  -----------------------------
                                                 Weighted-Average               Weighted-Average
                                      Shares      Exercise Price     Shares      Exercise Price
                                    -----------  ----------------  -----------  ----------------
<S>                                 <C>              <C>            <C>              <C>
Outstanding at beginning of period   3,990,000        $0.67         3,037,500        $0.56

Granted                                670,000        $2.24           750,000        $0.75
                                     ---------                      ---------
Outstanding at March 31              4,660,000        $0.89         3,787,500        $0.59
                                     =========                      =========
</TABLE>

Options exercisable at March 31      3,191,250                      1,081,250

Weighted-average fair value of
  options granted during the period      $2.24                          $0.51


                                    13
<PAGE>

     The following table summarizes information about the options
outstanding at March 31, 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 3/31/05   Contractual Life  Exercise Prices   at 3/31/05    Exercise Price
---------------  -----------  ----------------  ----------------  -----------  ----------------
 $0.00 - $1.00    3,855,000       4 years            $0.60         3,141,250        $0.58

 $1.00 - $2.00      125,000       5 years            $1.50              -           $0.00

 $2.00 - $3.00      680,000       5 years            $2.44            50,000        $2.70
                  ---------                                        ---------
 $0.00 - $3.00    4,660,000       4 years            $0.89         3,191,250        $0.61
                  =========                                        =========
</TABLE>

In addition to the options discussed above, the Company has one
outstanding warrant for 50,000 shares at $0.75 each.

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, and with the Company's Chairman, Alan S. Knitowski.  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

                                    14
<PAGE>

and he received options to purchase 750,000 shares at $0.75 per share
as additional compensation for entering into the agreement.

     On  March 4, 2005, the Company's Compensation Committee approved
a consulting agreement with the Company's Vice-Chairman, Robert F.
Mitro.  Mr. Mitro originally provided services pursuant to an
employment agreement approved on October 28, 2003, which was replaced
by the current consulting agreement.  The initial period of the
consulting agreement for Mr. Mitro is until October 23, 2006.
Mr. Mitro will provide services at the request of the President, CEO,
or the board, relating to strategic planning, corporate and product
development, and general business and financial matters, and at least
initially will serve as Vice-Chairman.  He will not be required to
devote in excess of 25% of his time to these duties.  His base salary
is $60,000 per annum, payable in common stock at a price per share
equal to the average bid price of the Company's common stock for the
prior 20 business days prior to the end of each month.  Pursuant to
his original employment agreement, Mr. Mitro received options to
purchase 750,000 shares at $.55 per share as additional compensation
for entering into the agreement.

NOTE 7 - 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 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.

     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.  No
funds were raised from this offering prior to March 31, 2005.

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

     We are a global provider of business process and information
technology outsourcing products and services across vertical
industries including technology, energy, government, education and
healthcare.  We provide a suite of business strategy and planning
capabilities to assist customers with their 'make versus buy'
decisions in the areas of data, network, product

                                    15
<PAGE>

development, product maintenance and customer support, and fulfill our
services in-house, onshore, near-shore, and offshore, depending on the
business goals and objectives of our global customers.  In parallel,
we are opportunistically pursuing accretive acquisitions within our
core outsourcing product and service suite in order to broaden our
core capabilities, expand our customer base and supplement our organic
growth.

     On July 8, 2004, we entered into a merger agreement with Pipeline
Software, Inc., a California corporation.  The agreement provided for
Pipeline to be merged with and into our company.  During the fourth
quarter of 2004 the merger agreement was terminated.  As a result of
the termination Caneum expensed $136,866 in costs associated with the
transaction in 2004.  These costs were legal and accounting fees
related to the audit of Pipeline and the submission and review of
financial information.

     We plan 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.

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 March 31, 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 revenue consists primarily of payments to third-party
vendors and contractors and in-house resources charged to customers
based on work performed.  Operating expenses include general and
administrative expenses and corporate overhead expenses.  General and
administrative expenses consist primarily of overhead in managing
programs, 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 March 31, 2005, revenues increased 143%,
to $204,522 versus

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<PAGE>

$84,124 for the comparative quarter ended March 31, 2004.  The
increase in revenue is due to the additional orders generated from new
and existing customers.

     Our cost of revenue earned increased 148%, to $137,938 for the
quarter ended March 31, 2005, versus $55,431 for the comparative
quarter ended March 31, 2004.  The increase in costs reflects the
subcontractor and other direct costs associated with the increased
revenue.

     The resulting gross profit for the quarter ended March 31, 2005,
increased 132% to $66,584 versus $28,693 for the comparative quarter
ended March 31, 2004.  The gross margin is lower at 32.5% for the
current quarter versus 34.1% during the comparative quarter.
Management believes that the current quarter reflects a more normal
operating cycle.  The comparative quarter in comparison has one
customer that accounted for $64,267 (76.4%) of the total revenue, so
the margin was the largely dependent on this one contract.

     Our operating expenses for the quarter ended March 31, 2005,
increased 190%, to $568,705 versus $196,027 for the quarter ended
March 31, 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 and related taxes, benefits and bonuses of $202,854,
investor relations of $40,018 and compensation expense related to
non-employee stock options of $183,646.  During the quarter ended
March 31, 2004, the equivalent costs were $92,951, $12,000 and $4,062,
respectively.

     Management has not yet determined the amount of revenues and
expenses estimated for 2005, but anticipate that they will increase
progressively.

Liquidity and Capital Resources

     As of March 31, 2005, cash decreased by 75%, to $124,642 from
$506,790 at December 31, 2004.  This is a decrease of $382,148 in cash
and cash equivalents for the three months ended March 31, 2005.  The
decrease in cash and cash equivalents consists of cash used in
operations of $422,148.  The Company also received $40,000 from the
sale of stock in connection with a private placement.

     Working capital decreased 48%, to $202,986 at March 31, 2005, as
compared with working capital of $389,991 at December 31, 2004.  This
decrease in working capital was a result primarily of cash absorbed by
operations.  To mitigate the decreasing working capital, the Company
had elected to raise additional funds.  On March 7, 2005, the Company
had issued a term sheet in connection with a private placement of up
to 1,200,000 shares of common stock at a staggered discount price per
share related to the 20 day moving average closing price with a
minimum of $1.25 per share.  To date the Company has received
subscriptions of $150,000.

     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.  Generating modest

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<PAGE>

additional revenues, we estimate that our cash on hand, together with
the additional offering of $1,500,000 would enable us to meet our cash
flow requirements for the next twelve months.  Any additional funds
from operations would likely extend this estimated period.

     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 March 31, 2005, we did not engage
in any off-balance sheet arrangements.

Recent Accounting Pronouncements

     In December 2003, the Financial Accounting Standards Board
("FASB") issued a revision to Interpretation No. 46.  Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51 ("FIN
46R").  FIN 46R clarifies the application of ARB No.51, "Consolidated
Financial Statements," to certain entities in which equity investors
do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support provided
by any parties, including the equity holders.  FIN 46R requires the
consolidation of these entities, known as variable interest entities
("VIE's"), by the primary beneficiary of the entity.  The primary
beneficiary is the entity, if any, that will absorb a majority of the
entity's expected losses, receive a majority of the entity's expected
residual returns, or both.

     Among the other changes, the revisions of FIN 46R (a) clarified
some requirements of the original FIN 46, which had been issued in
January 2003, (b) eased some implementation problems, and (c) added
new scope exceptions.  FIN 46R deferred the effective date of the
Interpretation for public companies to the end of the first reporting
period ending after March 15, 2004, except that all public companies
must, at a minimum, apply the unmodified provisions of the
Interpretation to entities that were previously considered
"special-purpose entities" in practice and under the FASB literature
prior to the issuance of FIN 46R by the end of the first reporting
period ending after December 15, 2003.  As of March 31, 2005 and
December 31, 2004, management believes that the Company is not the
primary beneficiary of any VIE's.

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<PAGE>

     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.

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 appropriated, 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

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<PAGE>

occurred during our most recent quarter ended March 31, 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.  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 furthur formalization of existing
policies and procedures, improved segregation of duties, additional
information technology systems controls and additional monitoring
controls.  Although management does not believe that any of 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.  Changes in Securities

     During the quarter ended March 31, 2005, the following securities
were sold by us without registering the securities under the
Securities Act:

  *  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
     March 31, 2005, we issued 2,682 shares valued at $1.52 per share,
     and 3,226 shares valued at $1.55 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

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<PAGE>

     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.  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. 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 grants.  No underwriting discounts or
     commissions were paid in connection with the grant.

  *  In January 2005 we granted options to Mahesh Shah to purchase a
     total of 500,000 shares at $2.38 per share for acceptance as a
     vice-president of the IT Services Group.  In February 2005,
     Mr. Shah was granted additional options to purchase 125,000 shares
     at $1.50.  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(2) thereof,
     and Rule 506 promulgated thereunder, as a transaction by an issuer
     not involving any public offering.  Mr. Shah represented that he was
     a spohisticated investor at the time of the granting.  He delivered
     appropriate investment representations with respect to the grant 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. Shah represented
     that he 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 grants.
     No underwriting discounts or commissions were paid in connection with
     the grants.

  *  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.  As of the date of this quarterly
     report the following shares have been sold:

                                         Number
          Name                           of Shares   Amount
          ----                           ---------   ------
          Lorie Bright                   19,716      $25,000
          Charles Eckel & Laura Fraser   20,000      $25,000
          Robert F. Mitro Living Trust   40,000      $50,000
          Russell Richenberg             19,605      $25,000
          Todd Wilson                    19,860      $25,000

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<PAGE>

     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.

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

     In a Current Report on Form 8-K dated February 28, 2005, and
filed with the Commission on February 28, 2005, we reported the
results of a special meeting of shareholders and provided the
following information:

     On February 28, 2005, a special meeting of the shareholders of
Caneum was held to consider whether or not to amend Caneum's 2002
Stock Option/Stock Issuance Plan by increasing the number of shares
authorized under the plan from 3,000,000 to 7,500,000.  As of the
record date for the meeting, January 7, 2005, there were 4,358,042
shares of common stock outstanding.  At the meeting shareholders
owning 2,537,784, or approximately 58% of the outstanding shares as of
the record date, were present in person or represented by proxy at the
meeting.  All of the shares present voted in favor of the proposal.
No votes were cast against the proposal or abstained, and there were
no abstentions or broker non-votes.  As a result of the votes cast at
the meeting, Caneum's 2002 Stock Option/Stock Issuance Plan was
amended to increase the number of shares authorized under the plan
from 3,000,000 to 7,500,000 effective as of the date of the meeting.

Item 6.  Exhibits

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

     Exhibit   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

                                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:  May 16, 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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