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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-QSB/A-3 (Mark One) þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended September 30, 2003 o
    
    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. 
 Nevada
    
    33-0916900State or other jurisdiction of
incorporation or organization
    
    I.R.S. Employer I.D. No.
 170 Newport Center Drive, Suite 220, Newport Beach, CA
    
    92660(Address of principal executive offices)
    
    (Zip Code)
 Issuers telephone number, including area code: (949) 273-4000 Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days. (1) Yes
x No o (2) Yes x No o State the number of shares outstanding of each of the Issuers classes of
common equity as of the latest practicable date: At November 3, 2003, there
were 4,010,000 shares of our common stock outstanding. 1




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EXPLANATORY NOTE This quarterly report on Form 10-QSB/A (Form 10-QSB/A) is being filed to
amend Item 2 of Part II to include the list of purchasers in the offering of
1,000,000 shares from August to October 2003. Accordingly, pursuant to rule
12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-QSB/A
contains the complete text of Item 2, as amended, as well as certain currently
dated certifications. Events have taken place that would have been reflected in the original
Form 10-QSB and the amended Form 10-QSB/A-1 and Form 10-QSB/A-2 if they had
taken place prior to the date of the original and amended filings. The Company
recommends this report be read in conjunction with the Companys reports filed
subsequent to December 24, 2003. PART II Item 2. Changes in Securities During the quarter ended September 30, 2003, the following securities were
sold by us without registering the securities under the Securities Act:  
    
    In August 2003 we granted options to Alan S. Knitowski, our
Chairman, to purchase 1,000,000 shares at $.55 per share; we granted
options to Sukhbir Singh Mudan, our President and a director, to
purchase 1,000,000 shares at $.55 per share; we granted options to
Robert F. Mitro, a director, to purchase 750,000 shares at $.55 per
share; we granted options to Jason Daggett, a director, to purchase
55,000 shares at $.50 per share; and we granted options to Dr. Avtar
Singh Ranshi, a director, to purchase 45,000 shares at $.50 per share.
These options were granted without registration under the Securities
Act by reason of the exemption from registration afforded by the
provisions of Section 4(6) and/or Section 4(2) thereof, and Rule 506
promulgated thereunder, as a transaction by an issuer not involving any
public offering. Each of the recipients of the options represented
that he was an accredited investor as defined in Rule 501 of Regulation
D at the time of the granting. Each person delivered appropriate
investment representations with respect to this issuance and consented
to the imposition of restrictive legends upon the documents evidencing
the options. 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 grants. No underwriting discounts or commissions were paid in
connection with the grants.  
    
    In August 2003 we issued 50,000 shares of common stock to Ronald N.
Vance, our outside legal counsel, for legal services performed for our
company. These shares were issued without registration under the
Securities Act by reason of the exemption from 2




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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. Vance delivered appropriate investment
representations with respect to the issuance of the shares and consented
to the imposition of restrictive legends upon the certificates evidencing
such shares. Mr. Vance 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. He also represented that he had had access to all of the
reports made by us with the Securities and Exchange Commission. Mr.
Vance 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 issuance of these shares.  
    
    From August to October 2003 we sold 1,000,000 shares of common
stock in our $0.75 per share offering for gross proceeds of $750,000.
These shares were sold without registration under the Securities Act by
reason of the exemption from registration afforded by the provisions of
Section 4(2) thereof, and Rule 506 promulgated thereunder, as a
transaction by an issuer not involving any public offering. Of the
total investors, seven represented that they were not accredited
investors and twenty-three represented that they were accredited 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. Set forth below is a list of each of the
persons to whom the shares were sold and the number of shares
purchased: Name
    
    Number of Shares47th Place Carpet & Linoleum Inc.
    
    
    35,000Peter & Danielle Anderson
    
    
    24,667Linda Belanger
    
    
    26,800Mike Borsetti
    
    
    100,000Kenneth Choy, Trustee, Choy Trust
    
    
    30,000Michael J. Christianson, Inc.
    
    
    33,500John Falzon
    
    
    25,000Jim Henderson
    
    
    33,333
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Name
    
    Number of SharesNancy Do Hoang
    
    
    40,000Knitowski Family Trust
    
    
    66,667Edwin M. Knitowski
    
    
    25,000Jackie Lee
    
    
    25,000James Liu & Winnie Wong
    
    
    25,000Walter Joseph & Karen Hinz Machock
    
    
    33,333Scott McCall
    
    
    6,668Robert F. Mitro Living Trust
    
    
    84,000Sukhbir S. Mudan
    
    
    1,032Cuong Ngo
    
    
    40,000Matthew Portoni
    
    
    35,000Shan Family Trust
    
    
    25,000Matthew M. Simi
    
    
    33,333Steele Family Revocable Living Trust
    
    
    25,000Stella & William A. Steen
    
    
    32,000Naomi Tomita
    
    
    25,000Philip & Kristin Wade
    
    
    26,667Wherle & Anderson Money Purchase Pension Plan
    
    
    33,333Nicholas & Deborah Williams
    
    
    70,000Jack H Willingham
    
    
    25,000Todd Wilson
    
    
    6,667John H. Wolfe
    
    
    8,000TOTAL
    
    
    1,000,000
 Item 6. Exhibits and Reports on Form 8-K  (a)
    
    Exhibits. Exhibit No.
    
    Description31.1
    
    Rule 13a-14(a) Certification by Principal Executive Officer31.2
    
    Rule 13a-14(a) Certification by Principal Financial Officer
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized. Caneum, Inc.Date: November 22, 2004
    
    By
    
    /s/ Sukhbir Singh MudanSukhbir Singh Mudan,
President and Treasurer
(Principal executive officer,
principal financial officer, and
chief accounting officer)
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