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

                              Form 10-QSB/A-2

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

     For the quarter ended September 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) 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 November 3, 2003,
there were 4,010,000 shares of our common stock outstanding.

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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 I and Item 6 of Part II in the Company's
quarterly report on Form 10-QSB for the quarter ended September 30, 2003,
which was filed with the SEC on November 11, 2003, and the first amendment
to this report which was filed with the SEC on December 24, 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.

     Item 2 has been significantly amended primarily to revise the
description of the Company's current business.

     Item 6 has been amended to include the certifications required by
numbers 31 and 32 of Item 601 of Regulation S-B.

     Events have taken place that would have been reflected in the original
Form 10-QSB and the amended Form 10-QSB/A-1 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 I

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.

Background

     Prior to December 2002, we had no operating history.  We are currently
in the business of providing a broad array of business process outsourcing,
software development, and business consulting services.  The business
processing services typically include providing outsourcing to clients for
data entry, data collection and data gathering; web site development and
maintenance; call centers and customer support; and software, hardware, and
product development.  We provide none of the outsourced services directly.
However, through our management team, we provide operational management and
business planning consulting services directly to our clients.  In
addition, we are seeking and, if a suitable target company is located we
will attempt, to acquire businesses in related industries to supplement our
current business operations.

     In December 2002, we acquired all of the assets of E.com Advantage
Inc. for 10,000 shares of our common stock.  The assets of E.com Advantage
primarily consisted of a number of proprietary software programs, but these
have not yet generated any sales.

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     In the first quarter of 2003 we started generating revenue from our
outsourcing services and our management consulting services.  However, we
have a limited history of revenues and significant operational losses to
date.  Since our incorporation in 2000, and during the nine months ended
September 30, 2003, we have generated only $36,108 in revenues.  Since
inception we have had net losses of $224,839, and for the nine months ended
September 30, 2003, we incurred net losses of $187,938.

     We recently closed our initial rounds of funding and intend to apply
for quotation on the Pink Sheets or the OTC Bulletin Board during the first
quarter of 2004.

     We intend to grow in two ways:  First, through the further development
and marketing of our software development and information technology
services and outsourcing capabilities, and second, through the acquisition
of other software development and information technology companies that add
to the services that we develop, market and/or outsource, or which
represent a potentially profitable business sector that can take advantage
of our services.

Overview of Our Business Approach

     Based in Newport Beach, California, our business plan is twofold:

  *  to develop and market our business process outsourcing services, our
     information technology consulting services, and software development
     services, and

  *  to acquire and grow companies in the software and information
     technology sectors that will either add to our service capabilities
     and/or which represent a potentially profitable business area within
     the general field of software development and information technology.

     We recently began offering our software and business process
outsourcing services.  We provide these services to our customers through
an approach that can combine our own technical and account management team
and/or through a number of companies or individuals located offshore.  The
core technical and software capabilities of these offshore companies
include a number of different software programming skill sets.  Through our
management, we also have access to offshore resources for outsourcing
business processes services such as call centers, hosted communications
services, and administrative processes.

     Our overall growth strategy includes both growth through revenue
generated from the services we provide as well as growth through an active
international acquisition strategy.  This acquisition strategy is intended
to operate in parallel with our internal growth and to assist us in
expanding both the services we provide our existing customers and our
overall customer base itself.  We believe that the growth of our operations
requires faster deployment and a larger pool of skill sets than currently
exists exclusively inside our company.  We also believe we can most cost
effectively develop the added infrastructure we need internationally and
that the added offshore capability and diversification, in turn, could
drive additional business for us.

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Our Outsourcing and Consulting Services

     Industry Overview

     Management believes that many companies today face increasing customer
demands to improve service levels, lower costs, and shorten time to market.
In this competitive environment, improving information technology and
communications systems and leveraging the Internet are critical to
achieving these objectives.  At the same time, the pace of technology
evolution has accelerated.  In order to remain competitive, companies are
increasingly required to adopt emerging technologies.

     These emerging technologies offer the promise of faster, more
responsive, lower cost business operations.  However, their development,
integration and on-going management present major challenges and require a
large number of highly skilled individuals trained in many diverse
technologies.  In addition, companies also require additional technical
resources to maintain, enhance and re-engineer their core legacy systems
for e-business and communications and to address application management
projects.

     Many companies have made the strategic decision to focus on their
basic competencies and reduce their cost structures rather than invest in
the additional large information technology and communications staffs that
are necessary to evaluate, implement and manage information technology and
communications infrastructure initiatives in a rapidly changing
environment.  Consequently, these companies have turned to information
technology and communications service providers, both to develop and
implement new information technology solutions and to maintain core
systems.

     As the global demand for information technology and communications
services has increased, the number of qualified technical professionals has
not kept pace with such demand.  As a result, some information technology
and communications service providers have attempted to access the large
talent pool in certain developing countries, particularly India.  India is
widely acknowledged as a leader in offshore software development and has
the second largest pool of information technology talent behind the U.S.
Historically, information technology and communications service providers
have used the offshore labor pool primarily to supplement the internal
staffing needs of customers.  However, evolving customer demands have led
to the utilization of offshore resources for higher value-added services.
Such services include application development, software integration,
software maintenance, and call centers.  The use of offshore personnel can
offer a number of benefits, including faster delivery of new information
technology and communications solutions, more flexible scheduling, and
lower costs.  However, utilizing an offshore workforce to provide value-
added services presents a number of challenges to information technology
and communications service providers.

     The offshore implementation of value-added software and communications
services requires highly developed project orchestration and consulting
skills.  Such skills are necessary to

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design, develop and deploy high-quality technology solutions in a timely
and cost-effective manner.  In addition, information technology and
communications service providers must have the methodologies, processes,
and communications capabilities to successfully integrate offshore
workforces with on-site personnel.  Service providers must also have
strong research and development capabilities and technology competency
centers.  Finally, service providers utilizing offshore workforces must
continually recruit and manage their workforces to deliver solutions using
emerging technologies.  As a result of the increasing demand for global
information technology and communications services, management believes a
significant opportunity exists for information technology and communications
service providers that can successfully address the challenges in utilizing
an offshore talent pool.  We believe that through our management team we
can deliver the services to meet the needs of companies seeking to
outsource their information technology functions.

     Recent Developments in Our Business

     During the quarter ended September 30, 2003, we further solidified our
outsourcing and business consulting relationships with several large
multinational customers.  Our initial customers are Integras Consulting, a
provider of high-end analytical consulting and advanced decision support
for marketing and location strategy, part of a Dutch based public group
called VNU, and Panasonic Communications, a worldwide manufacturer of
electric and electronic products.

     Of our total revenues for the third quarter, 90% were a result of
our business process outsourcing activities for Integras.  Our revenues
in the third quarter were primarily attributable to successful initial
projects that we completed on their behalf.  We have had binding outsourcing
agreements with Integras Consulting on three projects which have been
completed and are currently engaged in another binding outsourcing agreement
with this customer.

     Our relationship with Panasonic Communications has resulted in a
binding month-to-month retainer agreement to provide outsourcing services
for their information technology development work at their San Diego based
research division.  We have also been providing strategic outsourcing
advice to them.

     Besides these two customers, we are also very actively pursuing
several Californian based business process outsourcing opportunities and
are in discussions with several companies who have expressed a strong
willingness to consider our outsourcing services for various projects and
applications.  In each case we have provided written proposals which are
under consideration.

Our Business Acquisition Strategy

     Acquisition Targets

     Management is seeking potential acquisition candidates.  However, we
have not yet found potential acquisition targets to proceed beyond
preliminary negations and due diligence investigation.  We currently have
no binding agreements with any of these companies.

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     We have divided our potential acquisition activities into two
categories which we have designated as strategic acquisitions and
opportunistic acquisitions.  Strategic acquisitions would generally fit
into two specific areas of opportunity.  The first area consists of our
offshore subcontractors that would be acquired and run as wholly owned
subsidiaries in order to reduce operating costs, to enhance the operating
margins of the consolidated entities, and to expand the customer base from
which both companies could draw to expand their business.  The second area
consists of new potential subcontractors that when acquired would bring
both new or expanded outsourcing capabilities and new customers to our
customer base.  Opportunistic acquisitions generally fit into software,
technology and/or consulting companies that when acquired would provide us
entry into a new market or markets with similar operational benefits to our
strategic acquisitions.

     To date, we have investigated, conducted due diligence on, and engaged
in preliminary negotiation with a number of potential target companies in
the area of outsourcing services.  These companies have included targets in
the United States, Canada, Australia, Romania, and India.  The majority of
the companies evaluated did not meet our acquisition criteria and thus
negotiations were terminated.  However, to date several of the companies
did meet our general acquisition criteria and we are exploring additional
due diligence.  However, we do not anticipate consummating any of these or
other acquisitions until, and unless, a public market for our common stock
is established, of which there is no assurance.  We have not entered into
any binding arrangements or agreements with any of these companies.

     Management anticipates that such acquisitions would be funded
primarily through the issuance of our shares in non-cash transactions.  The
anticipated result of such acquisitions would be to provide additional
software products or product maintenance, and/or to augment our current
staff.  Our 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 are doing and want
to continue to run and grow their companies.  It is anticipated that each
acquired business would remain a separate, self-funding unit with minimal
overhead.  We have unrestricted discretion in seeking and participating in
a business opportunity.

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

     Selection Criteria for Acquisition Targets

     Prospective acquisitions will be selected for their profitability,
technology, market position, and customer base and for their experienced
management teams.  Our current general acquisition criteria consist of
targeting private companies with less than $5,000,000 in annual revenues,
little or no debt, and no cash flow problems.  We will seek target
companies with strong management teams that desire to continue to run and
grow their companies and that also have

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existing products and services with recurrent revenue streams.  We will
also seek companies with a stable customer base which fits inside our current
outsourcing and consulting business.

     Management intends to consider a number of factors prior to making any
final decision as to whether to purchase a company or to participate in any
specific business endeavor, none of which may be determinative or provide
any assurance of success.

     Selection Process for Acquisitions

     The selection of a business opportunity in which to participate is
complex and risky.  Additionally, as we have only limited resources
available to us, it may be difficult to find good opportunities.  There
can be no assurance that we will be able to identify and acquire any
business opportunity based on management's business judgment.

     We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor.  We anticipate that proposed
business ventures may be made available to us through personal contacts of
directors, executive officers and stockholders, professional advisors,
broker dealers in securities, venture capital personnel, members of the
financial community, attorneys, and others who may present unsolicited
proposals.  In certain cases, we may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor
in which we eventually participate.  Such persons may include our
directors, executive officers, beneficial owners or our affiliates.  In
this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest
for such individuals.  Our directors and executive officer have not used
any particular consultants, advisors or finders on a regular basis to locate
potential business opportunities.

     The possibility exists that we may acquire or merge with a business or
company in which our executive officers, directors, beneficial owners or
our affiliates may have an ownership interest.  Our current policy does not
prohibit such transactions.  Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits
to these persons.

Competition

     Outsourcing Services

     We believe that competition in the business process outsourcing
services market is based upon the following factors:

     *    Speed of response to customer requests;
     *    Flexibility and willingness to adapt to customer needs;
     *    Responsiveness to customer demands;
     *    Number and availability of qualified engineers and programmers;
     *    Project management capability;
     *    Technical expertise;

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     *    Size and reputation;
     *    Brand recognition and geographic presence; and
     *    Price.

     It can be assumed that we and any acquired company will compete with
numerous large companies that have substantially greater market presence
and financial, technical, marketing and other resources than we have.
Principally, these competitors include large information technology
consulting and service providers and application software firms such as
Accenture, EDS and IBM Global Services; large Indian business process
outsourcing firms such as HCL, Infosys, TCS and Wipro; smaller Indian
business process outsourcing firms such as Cognizant and Sierra Atlantic;
and major accounting firms such as Ernst & Young.

     However, management believes that in selected cases when the company
develops new sources of business opportunities, the Indian competitors are
often amenable to subcontracting agreements with the company to increase
their market presence in the United States to the mutual benefit of both
companies.

     Many of our competitors have expanded their service offerings over the
past several years and have increased their focus on business process
outsourcing services markets, thus increasing the number of organizations
that are providing services similar to ours.

     As a result of continued competition, we expect to encounter pricing
pressure, which in turn could result in reductions in the average selling
price of our business process outsourcing and other services.  There can be
no assurance that we will be able to offset the effects of any price
reductions through an increase in the number of customer engagements,
higher revenue from enhanced services, cost reductions, or otherwise.  In
addition, we believe that continuing consolidation in the business and
business processing outsourcing market could result in increased price
pressure and other competition in the industry.

     Acquisition Activities

      There is a high degree of competition among companies seeking to
acquire interests in information technology service companies such as those
we may target for acquisition.  A large number of established and well-
financed entities, including large information technology consulting
companies and systems integrators such as Accenture, EDS and IBM Global
Services are active in acquiring interests in companies that we may find to
be desirable acquisition candidates.  Many of these entities have
significantly greater financial resources, technical expertise and
managerial capabilities than do we.  Consequently, we may be at a
competitive disadvantage in negotiating and executing possible acquisitions
of these entities as many competitors generally have easier access to
capital than do we.  Although entrepreneur-founders of privately held
information technology service companies may place greater emphasis on
the ease of access to capital than on obtaining the management skills and
networking services that we can provide, management believes that we offer
unique and attractive benefits, including using the experience and ability
of our founders and management, to assist the acquired companies with

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their operating strategy, plans and execution while preserving the acquired
companies' business culture and identity.

     In addition, it is anticipated that each of the prospective acquired
companies would face significant competition in its individual market.
With limited barriers to entry by others, we believe competition will
continue to grow both from new entrants to the market as well as from
existing participants, such as software vendors expanding the breadth of
their services into the market served.

Employees

     At December 1, 2003, we had three full-time employees, consisting of
our president, Mr. Mudan, and two of our directors, Messrs. Mitro and
Knitowski.

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 third
quarter ended September 30, 2003.

     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.

Results of Operations

     During third quarter of 2003 we generated revenues of $21,000 and
incurred operating expenses of $133,318.  For the nine months ended
September 30, 2003, we generated revenues of $36,108 and incurred operating
expenses of $198,432.  These revenues were generated primarily from our IT
and Business Process Outsourcing (BPO) consulting services.  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.

     During the third quarter we generated $11,784 in investment income
from a return on the investment of a portion of the proceeds of our stock
offerings.  No comparable income was generated by us prior to this quarter.

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     Interest income for the three months ended September 30, 2003, was
$191 as compared with $31 for the comparable prior year period, and it
increased to $222 for the nine months ended September 30, 2003, as compared
with $93 for the comparable prior year period.  This increase was due to
interest generated from the deposit of a portion of the proceeds from our
stock offerings in interest bearing accounts.

     Interest expense was eliminated for the three months ended September
30, 2003, as compared with $455 for the comparable prior year period, and
it decreased to $979 for the nine months ended September 30, 2003, as
compared with $1,348 for the comparable prior year period.  On June 1,
2003, we repaid our outstanding promissory notes in the aggregate principal
amount of $23,087, together with interest of $2,313.  Also on June 1, 2003,
we received payment on outstanding loans in the principal amount of $1,250,
together with interest of $196.  These transactions eliminated all of our
outstanding promissory notes and loans payable as of June 1, 2003.

Liquidity and Capital Resources

     As of September 30, 2003, cash totaled $609,599, as compared with no
cash or cash equivalents at December 31, 2002.  Cash used in operations was
$181,362 during the nine month period ended September 30, 2003.  During the
same period, cash flows used by investing activities decreased by $22,552
and cash flows from financing activities increased by $813,513.  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 $614,549 at September 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 two stock offerings which generated a total of $874,100 in
cash during the nine month period ended September 30, 2003, and repayment
of outstanding notes totaling approximately $23,087, plus interest, on June 1,
2003.

     The first offering of our common stock was conducted in the second
quarter from approximately May through June 2003.  We offered an aggregate
of 1,000,000 shares at $.50 per share and realized gross proceeds of
$500,000.  Alan S. Knitowski, Robert F. Mitro, and Dr. Avtar Singh Ranshi,
directors of our company, each purchased 100,000 shares for $50,000 each.

     The second offering was conducted from approximately August to October
2003.  We offered an aggregate of 1,000,000 shares at $.75 per share and
realized gross proceeds of $750,000.  Mr. Knitowski purchased 66,667 shares
in the offering for $50,000; Mr. Mitro purchased 84,000 shares for $63,000;
and Sukhbir Singh Mudan, our President and a director, purchased 1,032 shares
for $774.  Of the total amount raised, $374,100 was raised prior to the
close of the third quarter, and $375,900 was raised in the fourth quarter.

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     Management believes that with revenues generated from operations,
together with funds generated from the sale of our common stock, Caneum will
have sufficient cash to satisfy existing operating cash needs and working
capital requirements during 2004 and through at least June 30, 2005.  At
November 30, 2003, we had a cash balance of approximately $912,052, an
increase of approximately $300,000 from September 30, 2003.  These additional
cash proceeds were a result of the completion of the $.75 private offering
which was completed in October 2003, after the end of the third quarter.
Our monthly cash requirements have fluctuated between $29,867 and $42,343,
and management estimates that future monthly cash requirements will be
approximately $45,000.  Without generating any additional revenues, we
estimate that our cash on hand would meet our cash flow requirements through
at least June 30, 2005.  Any additional funds from operations would likely
extend this estimated period.  We do not anticipate the immediate need for
additional funding from investors.

     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 IT 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.

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 IT 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.

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Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits.

     Exhibit
     No.       Description

     31.1      Rule 13a-14(a) Certification by Principal Executive Officer

     31.2      Rule 13a-14(a) Certification by Principal Financial Officer

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

                                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:  January 29, 2004            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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