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

                              Form 10-QSB/A-1

(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.

<PAGE>

                             EXPLANATORY NOTE

     This quarterly report on Form 10-QSB/A ("Form 10-QSB/A") is being
filed to amend Items 1, 2, and 3 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 S.E.C. on November 11, 2003, ("Original
Form 10-QSB").  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 items 1, 2, and 3, as amended, as well as certain currently dated
certifications.

     In Item 1 only footnotes 2, 5, 6, and 7 of the Company's interim
financial statements have been amended

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

     Item 3 has been revised to conform to Items 307 and 308(c) of
Regulation S-B.

     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 if they had taken place prior to the date of the original
filing.  The Company recommends this report be read in conjunction with the
Company's reports filed subsequent to November 11, 2003.

                                  PART I

Item 1.  Financial Statements

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

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

                                     2
<PAGE>

                               Caneum, Inc.
                       (A Development Stage Company)
                               Balance Sheet

                                                   September 30, December 31,
                                                       2003         2002
                                                    -----------  -----------
                                                    (Unaudited)
                                  Assets
Current Assets
   Cash & Cash Equivalents                          $  609,599   $      -
   Accounts Receivable                                  21,000          -
   Interest Receivable                                     -            144
   Note Receivable - Related Party                         -          1,250
                                                     ---------    ---------
     Total Current Assets                              630,599        1,394

Property & Equipment
   Software                                                100          -
                                                     ---------    ---------
     Total Property & Equipment                            100          -

Other Assets
   Deposits                                             15,000          -
   Available-for-Sale Securities                        21,642          -
                                                     ---------    ---------
     Total Other Assets                                 36,642          -
                                                     ---------    ---------
     Total Assets                                   $  667,341   $    1,394
                                                     =========    =========

                   Liabilities and Stockholders' Equity

Current Liabilities
   Accounts Payable                                 $   16,050   $    1,220
   Interest Payable                                        -          3,988
   Note Payable - Related Party                            -         23,087
                                                     ---------    ---------
     Total Current Liabilities                          16,050       28,295

Stockholders' Equity
   Preferred Stock, 20,000,000 Shares Authorized
    at $.001 Par Value, Zero Outstanding                   -            -
   Common Stock, 100,000,000 Shares Authorized
    at $.001 Par Value; 3,558,800 & 1,000,000 Shares
    Issued and Outstanding Respectively                  3,559        1,000
   Additional Paid In Capital                          869,191        9,000
   Deficit Accumulated in the Development Stage       (224,839)     (36,901)
   Accumulated Other Comprehensive Income                3,380          -
                                                     ---------    ---------
     Total Stockholders' Equity                        651,291      (26,901)
                                                     ---------    ---------
     Total Liabilities and Stockholders' Equity     $  667,341   $    1,394
                                                     =========    =========

              See accompanying notes to financial statements.

                                     3
<PAGE>

                               Caneum, Inc.
                       (A Development Stage Company)
                          Statement of Operations
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                                         For the Period
                                                                                         March 1, 2000
                                 For the Three Months Ended   For the Nine Months Ended   (Inception)
                                   September    September      September    September     to September
                                   30, 2003     30, 2002       30, 2003     30, 2002       30, 2003
                                  -----------  -----------    -----------  -----------    -----------
<S>                               <C>          <C>            <C>          <C>            <C>
Revenue
   Website Revenue                $       -    $       -      $     5,108  $       -      $     5,108
   IT Consulting                       21,000          -           31,000          -           31,000
                                   ----------   ----------     ----------   ----------     ----------
     Total Revenues                    21,000          -           36,108          -           36,108

Cost of Goods Sold                     27,531          -           31,101          -           31,101
                                   ----------   ----------     ----------   ----------     ----------
Gross Profit                           (6,351)         -            5,007          -            5,007

Operating Expenses
   General & Administrative            34,875          -           43,144        5,332         76,199
   Legal & Professional                32,875          -           56,043          -           56,043
   Rent                                 1,500          -            2,000          -            2,000
   Travel & Entertainment               9,068          -            9,068          -            9,068
   Wages                               55,000          -           88,177          -           88,177
                                   ----------   ----------     ----------   ----------     ----------
     Total Operating Expenses         133,318          -          198,432        5,332        231,487
                                   ----------   ----------     ----------   ----------     ----------
     Income (Loss)
     from Operations                 (139,669)         -         (193,425)      (5,332)      (226,480)

Other Income (Expenses)
   Other Income                        11,784          -           11,784          -           11,784
   Gains (Losses) from Sale of
    Securities                         (5,540)         -           (5,540)         -           (5,540)
   Interest Income                        191           31            222           93            366
   Interest Expense                       -           (455)          (979)      (1,348)        (4,969)
                                   ----------   ----------     ----------   ----------     ----------
     Total Other Income
     (Expenses)                         6,435         (424)         5,487       (1,255)         1,641
                                   ----------   ----------     ----------   ----------     ----------
     Income (Loss) Before Taxes      (133,234)        (424)      (187,938)      (6,587)      (224,839)

     Taxes                                -            -              -            -              -
                                   ----------   ----------     ----------   ----------     ----------
     Net Income (Loss)            $  (133,234) $      (424)   $  (187,938) $    (6,587)   $  (224,839)
                                   ==========   ==========     ==========   ==========     ==========


     Loss Per Common Share        $     (0.03) $       -      $     (0.08) $     (0.01)

     Weighted Average
      Outstanding Shares            3,220,115    1,000,000      2,031,724    1,000,000


Other Comprehensive Income
     Net Loss                     $  (133,234) $       -      $  (187,938) $       -      $  (224,839)
     Other Comprehensive Income:
      Unrealized Holding Gain           3,380          -            3,380          -            3,380
                                   ----------   ----------     ----------   ----------     ----------
     Comprehensive Income (Loss)  $  (129,854) $       -      $  (184,558) $       -      $  (221,459)
                                   ==========   ==========     ==========   ==========     ==========
</TABLE>
              See accompanying notes to financial statements.

                                     4
<PAGE>

                             Caneum, Inc.
                    (A Development Stage Company)
                       Statement of Cash Flows
                             (Unaudited)
<TABLE>
<CAPTION>
                                                                             For the Period
                                                                             March 1, 2000
                                                 For the Nine Months Ended   (Inception)
                                                   September    September    to September
                                                   30, 2003      30, 2002      30, 2003
                                                 ------------  ------------  ------------
<S>                                              <C>           <C>           <C>
Cash Flows from Operating Activities
  Net Income (Loss)                              $  (187,938)  $    (6,587)  $  (224,839)
  Adjustments to Reconcile Net Income
  (Loss) to Net Cash Provided by
  Operating Activities:
    Stock Issued for Services                         26,050           -          29,030
    Loss on Sale of Securities                         5,540           -           5,540
    (Increase) in Deposits                           (15,000)          -         (15,000)
    (Increase) Decrease in Interest Receivable           144           (93)          -
    (Increase) in Accounts Receivable                (21,000)          -         (21,000)
    (Decrease) Increase in Accounts Payable -
     Interest Payable                                 10,842         5,308        16,050
                                                  ----------    ----------    ----------
       Net Cash Provided (Used) by
       Operating Activities                         (181,362)       (1,372)     (210,219)

Cash Flows From Investing Activities
  Payments for Available-for Sale Securities        (421,465)          -        (421,465)
  Proceeds from Available-for-Sale Securities        397,663           -         397,663
  Proceeds from Note Receivable                        1,250           -             -
                                                  ----------    ----------    ----------
       Net Cash Provided (Used) by
       Investing Activities                          (22,552)          -         (23,802)

Cash Flows from Financing Activities
  Issuance of Common Stock for Cash                  836,600           -         843,620
  Payments on Notes Payable                          (23,087)          -             -
                                                  ----------    ----------    ----------
       Net Cash Provided (Used) by
       Financing Activities                          813,513           -         843,620
                                                  ----------    ----------    ----------
       Increase (Decrease) in Cash                   609,599        (1,372)      609,599

       Cash, Beginning of Period                         -           1,372           -
                                                  ----------    ----------    ----------
       Cash, End of Period                       $   609,599   $       -     $   609,599
                                                  ==========    ==========    ==========


Supplemental Cash Flow Information
   Interest                                      $       979   $       -     $       524
   Income Taxes                                          -             -             -
</TABLE>
              See accompanying notes to financial statements.

                                     5
<PAGE>

                             Caneum, Inc.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                          September 30, 2003

NOTE 1 - CORPORATE HISTORY

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

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

NOTE 3 - INCOME TAXES

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

                                     6
<PAGE>

                             Caneum, Inc.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                          September 30, 2003

NOTE 3 - INCOME TAXES continued

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

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

The Company has cumulative net operating loss carryforwards over
$199,000 at September 30, 2003.  No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss
carryforwards is not presently determinable.  Accordingly, the
potential tax benefits of the net operating loss carryforwards,
estimated based upon current tax rates at June 30, 2003 have been
offset by valuation reserves in the same amount.  The net operating
losses begin to expire in 2019.

NOTE 4 - NOTE PAYABLE RELATED PARTY

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

NOTE 5 - COMMON STOCK

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

During the nine months ended September 30, 2003, the Company issued
1,000,000 shares of common stock for cash at $0.50 per share.
Additionally, 448,800 shares of common stock were issued for cash in a
private offering at $0.75 per share.

During the period ended September 30, 2003, the Company issued 600,000
shares of common stock at par value, 50,000 shares at $0.50 and
450,000 shares at par value to directors of the Company for services
rendered in behalf of the Company.

                                     7
<PAGE>

                             Caneum, Inc.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                          September 30, 2003

NOTE 6 - STOCK OPTIONS

On December 18, 2002, the Board of Directors adopted the 2002 Stock
Option/Stock Issuance Plan.  The plan provides for the granting of
stock options or the issuance of stock to the employees, officers, and
consultants of the Company.  On August 14, 2003, the Company granted
options to three officers to purchase an aggregate of 2,750,000 shares
at $0.55 per share.  Also on August 14, 2003, the Company granted
options to two directors to purchase an aggregate of 100,000 shares at
$0.50 per share.

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

NOTE 7 - SUBSEQUENT EVENTS

Following the close of the nine month period ended September 30, 2003,
the Company completed equity financing related to a private offering
of $750,000.  Accordingly, 551,200 shares of common stock were issued
for cash at $.75 per share.

On October 28, 2003, the Company granted options to a consultant to
purchase 150,000 shares at $0.75 per share.

Also on October 28, 2003, the Company granted options to an advisor to
purchase 37,500 shares at $0.75 per share.


                                     8

<PAGE>

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

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

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.

     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

                                     9
<PAGE>

  *  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.

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

                                    10
<PAGE>

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 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

                                    11
<PAGE>

to successful initial projects that we completed on their behalf.  As a
result of these initial projects, we have commenced preliminary work on
additional outsourcing projects for Integras.

     Our relationship with Panasonic Communications has resulted in an
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.  The nature of this
effort has resulted in an arrangement to provide outsource consulting
services on a continuing basis.  Management believes the advantage in
having such arrangements and relationships is that we are perceived by our
clients as an outsourcing partner with additional value-added which we
believe none of our competitors in outsourcing are in a position to
provide.

     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

     Background

     Management believes that the current environment of tight capital
markets and the economic downturn of the past two years, particularly for
privately held small software and technology companies, has created a
dilemma for many quality companies that are maintaining positive profit
margins, but have no way to grow and no method to liquidate their ownership
interest in their business ventures.  We believe our acquisition strategy,
utilizing our public stock as currency, represents a timely and appropriate
vehicle to acquire these successful private companies and provide their
shareholders liquidity to sell their shares, if we are able to establish a
public market for our shares.  At the same time, it provides the acquired
company's management team the opportunity to continue to run and grow their
companies.

     We believe there are a large number of private companies that are
seeking to sell their businesses, and can be acquired at attractive
valuations.  We also believe that there is an immediate opportunity to
create incremental value by merging these undervalued, high quality
companies under a single publicly traded umbrella such as our company.

     Acquisition Targets

     We believe that opportunities exist in the fragmented information
technology services market and we intend to expand our business through
selective strategic acquisitions.  We believe that acquisition candidates
may enable us to expand our geographic presence, enter new technology
areas, or expand capacity, with a particular focus on consolidating the mid
tier software segment.

                                    12
<PAGE>

     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.  Management believes that we can limit financial risk to
our shareholders by setting specific performance milestones for these
target companies before they can receive full purchase consideration.  The
consideration, in the form of our stock, will also align their interests
with those of our shareholders.

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     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 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

     Management believes there is a large reservoir of quality companies
that meet our acquisition criteria.  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 will 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, the Company may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which the Company eventually participates.  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;

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     *    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;
     *    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

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<PAGE>

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 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.

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<PAGE>

     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.

     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,

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<PAGE>

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.

     Management believes that with the anticipated growth in operating cash
flows from its new operations, as well as its financing activities from the
sale of its common stock, Caneum will generate sufficient cash to satisfy
existing operating cash needs and working capital requirements during 2003
and through September 30, 2004.  Additionally, Caneum may compensate
employees with equity incentives where possible and continue to utilize
equity instruments to compensate existing and new employees hired to
minimize cash outlays.  Management believes this strategy provides the
ability to increase stockholder value as well as utilize cash resources
more effectively.

     During future quarters, 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.

Item 3.  Controls and Procedures

     Our President and Treasurer, who is our principal executive officer
and principal financial officer, has concluded, based on his evaluation
that our disclosure controls and procedures (as defined in the Securities
and Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) were effective as
of the end of the period covered by this report to ensure that information
required to be disclosed by us in the reports filed or submitted by us
under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and include controls and procedures designed to
ensure that information required to be disclosed by us in these reports is
accumulated

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<PAGE>

and communicated to our management as appropriate to allow timely decisions
regarding required disclosure.

     There has been no change in our internal control over financial
reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f)
and 15d-15(f)) that occurred during our most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

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

     32        Section 1350 Certification of Principal Executive
               Officer and 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:  December 23, 2003           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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