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

                                 FORM 10-KSB

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

     For the fiscal year ended December 31, 2004

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ________ to __________

                      Commission File Number: 000-30874

                                 CANEUM, INC.
              (Exact name of Registrant as specified in charter)

            Nevada                                         33-0916900
State or other jurisdiction of                       I.R.S. Employer I.D. No.
incorporation or organization

170 Newport Center Drive, Suite 220, Newport Beach, CA      92660
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code:  (949) 273-4000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, Par Value $.001

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 [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [X]

The registrant's revenues for the twelve months ended December 31, 2004,
were $534,752.

<PAGE>

The aggregate market value of the voting stock held by non-affiliates of
the registrant (1,457,694 shares) is $2,004,329, computed by reference
to the average bid and asked price of the common stock ($1.375) as of
March 8, 2005.

At March 8, 2005, there were 4,414,100 shares of the registrant's common
stock outstanding.

Documents Incorporated by Reference:  None


<PAGE>

                              TABLE OF CONTENTS

                                                                          Page
PART I                                                                      4

 ITEM 1.  DESCRIPTION OF BUSINESS                                           4
 ITEM 2.  DESCRIPTION OF PROPERTY                                          10
 ITEM 3.  LEGAL PROCEEDINGS                                                10
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              10

PART II                                                                    11

 ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
          SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES             11
 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        13
 ITEM 7.  FINANCIAL STATEMENTS                                             17
 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                         34
 ITEM 8A. CONTROLS AND PROCEDURES                                          34
 ITEM 8B. OTHER INFORMATION                                                35

PART III                                                                   35

 ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT               35
 ITEM 10. EXECUTIVE COMPENSATION                                           41
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS                       46
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   51
 ITEM 13. EXHIBITS                                                         53
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                           54

                                      3
<PAGE>

                                    PART I

                       ITEM 1.  DESCRIPTION OF BUSINESS

Background

     We were incorporated in the State of Nevada on March 1, 2000, as
Saiph Corporation.  We changed our name to SaiphT Corporation on March 5,
2003, and to Caneum, Inc. on July 21, 2003.  We have no subsidiaries.

     Prior to December 2002, we had no operating history.  During 2003
and 2004 we commenced our core business activities of providing a broad
array of business process and information technology outsourcing
products and services.  We earned our first significant operating
revenues during the fourth quarter of 2003, at which time we ceased to
be a development stage enterprise.  We also actively sought potential
acquisition targets.

Overview

     We provide customers with comprehensive, full-service business
process and information technology outsourcing products and services.
We seek growth through acquisitions and through an underlying business
model for the outsourcing of business process and information technology
products and services.  We deliver our services through a blend of
in-house resources and on-shore, near-shore and/or off-shore
capabilities from both English and non-English speaking countries,
depending on customer-specific requirements.  With delivery capabilities
in India and Pakistan, we also monitor off-shore opportunities in other
low-cost geographies.  We employ an agnostic approach to assist with the
business planning and strategy that leads to the make-versus-buy
decisions of our customers.  Fundamentally, this strategy does not rely
on off-shore outsourcing alone, but orchestrates the right solution for
the requirements of our customers.

     We are also opportunistically looking to consolidate outsourcing
product and service companies primarily to expand our revenue base and
simultaneously broaden our horizontal capabilities, target vertical
markets and geographic reach, in terms of both customers and
fulfillment.  Our overall goal is to offer a wide assortment of
outsourcing products and services to our customers.  This acquisition
strategy is intended to operate in parallel with our internal growth and
to assist us in expanding both the products and 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 provide products and 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 off-shore.
The core technical capabilities of these off-shore companies include a
number of different skill sets.  Through our management we also have
access to off-shore resources for outsourcing business process services
such as call centers, hosted communications services and administrative
processes, including human resources, finance and accounting.

                                      4
<PAGE>

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
times to market.  In this competitive environment, improving business
processes and information technology 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 new business opportunities to address on-going 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 business process reengineering and information
technology staffs that are necessary to evaluate, implement and manage
business process and information technology initiatives in a rapidly
changing environment.  Consequently, these companies have turned to
business process and information technology outsourcing providers, both
to develop and implement new solutions and to maintain core legacy
systems.

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

     The off-shore implementation of value-added business process and
information technology services requires highly developed project
orchestration and consulting skills.  Such skills are necessary to
design, develop and deploy high-quality solutions in a timely and
cost-effective manner.  In addition, business process and information
technology service providers must have the methodologies, processes and
communications capabilities to successfully integrate off-shore
workforces with on-site personnel.  Service providers must also have
strong research and development capabilities and technology competency
centers.  Finally, service providers utilizing off-shore workforces must
continually recruit and manage their workforces to deliver solutions
using emerging technologies.  As a result of the increasing demand for
global

                                      5
<PAGE>

business process and information technology services, management
believes a significant opportunity exists for outsourcing service
providers that can successfully address the challenges in utilizing an
off-shore talent pool.   We believe that through our management team we
can deliver the services to meet the needs of companies seeking to
outsource their business process and information technology functions.

     Recent Developments in Our Business

     During 2004 we expanded our customer base to more than 20 companies
ranging in size from Fortune 500 on the higher end to Silicon Valley
startups on the lower end.  Only three customers accounted for more than
10% of our revenue.  These included Integras Consulting, Pipeline
Software, and Tec International.  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), accounted for 12% of our 2004 revenues, while Pipeline
Software, a high-end JAVA application development company, accounted for
36% of our 2004 revenues.  Tec International, an organization that
offers peer review and support services to member CEOs, accounted for
11% of our 2004 revenues.

     On January 27, 2005, we announced the creation and launch of a new
IT Services Group, which also encompasses the previously launched IT
Assurance Group, and adds to our outsourced product and service offering
focused on IT operational excellence and compliance.  The new business
unit targets companies with market capitalizations below $1 billion and
its growth is already benefiting from the increased regulatory and
compliance needs driven by the requirements of Sarbanes-Oxley.  A second
benefit from our entree into this market is that we are seeing more
term-based or annuity contracts for a certain level of resources versus
one-time project based contracts.

     Risks of Foreign Operations

     Our global operations may pose complex management, foreign
currency, legal, tax and economic risks, which we may not adequately
address, nor do we have the resources available to fully research and
anticipate each potential risk.  Our business includes outsourcing of
services to foreign countries, particularly India.  As a result, we are
subject to a number of risks relating to conducting business operations
in India and other foreign countries.  Because of the relative small
size of the company and the limited resources available to it to
investigate the specific applicability of all of the potential risks
associated with its off-shore operations, management is not able to
specify or quantify all of these risks.  This inability to extensively
predict the specific risks of foreign operations creates a risk for the
company in so far as these risks may be realized in unanticipated and
unforeseen ways in the future.  These risks may be especially apparent
in the inability of the company to dedicate significant resources to
pursuing legal recourse in foreign jurisdictions either to defend legal
actions by foreign companies or governments, or to protect the
rights of Caneum in such countries.  In general, the risks which may
apply to off-shore operations may include the following:

  *  the absence in some jurisdictions, especially those outside of
     India, of effective laws to protect our intellectual property
     rights or any work product produced by off-shore subcontractors;
  *  multiple and possibly overlapping and conflicting tax laws;
  *  restrictions on the movement of cash;

                                      6
<PAGE>


  *  the burdens of complying with a wide variety of national and local
     laws;
  *  political instability which could result in expatriation of our
     intellectual property without compensation;
  *  currency fluctuations, especially if the U.S. dollar is devalued in
     the foreign country which could result in Caneum having to pay more
     for the services provided off-shore;
  *  longer payment cycles;
  *  restrictions on the import and export of certain technologies;
  *  price controls or restrictions on exchange of foreign currencies;
     and
  *  trade barriers which could limit our ability to outsource certain
     operations to a foreign country.

Our Business Acquisition Strategy

     Acquisition Targets

     Management continues to seek potential acquisition candidates.
Although we have issued non-binding letters of intent, we currently have
no binding agreements with any of these companies.

     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
off-shore 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 business process and/or information technology
products or services 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.

     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 business process and information technology products and
services and/or to augment our current staff.  Our strategy is to
acquire mature, quality companies with sound financials, intriguing
capabilities, 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.  We have unrestricted discretion in seeking and
participating in a business opportunity.

                                      7
<PAGE>

     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,
capability, technology, market position, customer base and 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 existing products and services with
recurrent revenue streams.  We will also seek companies with a stable
customer base which fits inside our current outsourcing 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, 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 officer, 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.

                                      8
<PAGE>

Competition

     Outsourcing Services

     We believe that competition in the business process and information
technology outsourcing products and 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 human resources;
       *  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 outsourcing service
providers and application software firms such as Accenture, EDS and IBM
Global Services; large Indian outsourcing firms such as HCL, Infosys,
TCS and Wipro; and smaller Indian outsourcing firms such as Cognizant
and Sierra Atlantic.

     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 process and information technology
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 business process and information technology product
and 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


                                      9
<PAGE>

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 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 March 8, 2005, we had three (3) full-time employees, including
our executive vice-president, Gary Allhusen, our vice-president of IT
Services Group, Mahesh Shah, and our office manager, Brittany Mason.
Two of our directors, Robert Mitro and Alan S. Knitowski, provide
consulting services on a regular part-time basis, and our President,
Sukhbir Mudan, provides employment services on a regular part-time
basis.

                       ITEM 2.  DESCRIPTION OF PROPERTY

     Our administrative offices, consisting of approximately 1,218
square feet of office space, are located at 170 Newport Center Drive,
Suite 220, Newport Beach, California, which are the offices of Cygni
Capital LLC, a corporation affiliated with Eric Chess Bronk, our
founder.  We sublease this office space from Cygni Capital LLC on a
month-to-month basis pursuant to a sublease dated July 1, 2004.  Monthly
rent for the space is $1,400.

                          ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of our shareholders during the
fourth quarter of the fiscal year ended December 31, 2004.

                                      10
<PAGE>

                                   PART II

   ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
                BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

     Our shares have been quoted on the OTC Electronic Bulletin Board
since July 12, 2004.  Our common stock is currently traded with the
trading symbol of "CANM."  The table below sets forth for the periods
indicated the high and low sales prices as reported by various private
services on the Internet.  These quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission and may not necessarily
represent actual transactions.

                           Quarter    High      Low
     FISCAL YEAR ENDED
     DECEMBER 31, 2004     Third      $3.00    $1.90
                           Fourth     $2.75    $2.05

     At March 8, 2005, we had 4,660,000 shares of our common stock which
were subject to outstanding options to purchase these shares and
warrants to purchase 50,000 shares.  As of such date we had no other
outstanding securities convertible into our common stock.  At March 8,
2004, we had 338,000 outstanding shares for which we have granted
piggy-back registration rights, and we had 50,000 shares of our common
stock which were subject to outstanding warrants for which we had also
granted piggy-back registration rights.  We have not proposed to publicly
offer any shares of our common stock in a primary offering.

Holders

     At March 8, 2005, we had 125 shareholders of record as reported to
us by our transfer agent. We have appointed Interwest Transfer Company,
Inc., 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117, to act
as our transfer agent.

Dividend Policy

     Since our inception we have not paid any cash dividends on our
common stock and we do not anticipate that we will pay dividends in the
foreseeable future.

Sales of Unregistered Securities

     During the year ended December 31, 2004, except as previously
reported by us in our quarterly reports on Form 10-QSB or current
reports on Form 8-K during the year, the following securities were sold
by us without registering the securities under the Securities Act:

  *  In April 2004 we entered into an engagement agreement with Jon
     Jensen to provide legal services in connection with the Pipeline
     transaction.  As part of the consideration to be paid for such
     services, we agreed to issue shares of our common stock at the rate
     of the greater of $0.75 per share or the average closing bid (or
     sale if reported) price of the shares in the public trading market
     for the ten trading days immediately preceding the

                                      11
<PAGE>

     receipt by us of the bill setting forth the amounts for services.
     For services rendered for the quarter ended December 31, 2004, we
     issued 2,055 shares to Mr. Jensen, which shares were valued at $2.61
     per share, and 229 shares, which were valued at $2.45 per share.
     These shares were issued without registration under the Securities Act
     by reason of the exemption from registration afforded by the provisions
     of Section 4(2) thereof, and Rule 506 promulgated thereunder, as a
     transaction by an issuer not involving any public offering.
     Mr. Jensen represented that he had received information similar to that
     which would be included in a prospectus and that he was relying
     upon his own investigation and analysis of the investment in our
     stock.  He delivered appropriate investment representations with
     respect to this issuance and consented to the imposition of
     restrictive legends upon the stock certificates evidencing the
     shares.  He represented that he had not entered into the
     transaction with us as a result of or subsequent to any
     advertisement, article, notice, or other communication published in
     any newspaper, magazine, or similar media or broadcast on
     television or radio, or presented at any seminar or meeting.
     Mr. Jensen 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 stock issuance.  No underwriting
     discounts or commissions were paid in connection with the
     transaction.

  *  On September 30, 2004, we initiated an offering of 500,000 shares
     of common stock at $2.00 per share for gross proceeds of
     $1,000,000.  These shares are being sold without registration under
     the Securities Act by reason of the exemption from registration
     afforded by the provisions of Section 4(6) and/or Section 4(2)
     thereof, and Rule 506 promulgated thereunder, as a transaction by
     an issuer not involving any public offering.  We previously
     reported sales of 152,500 shares to four accredited investors.  On
     January 26, 2005, we closed the offering.  The following additional
     following shares were sold through January 26, 2005:

                                          Number
          Name                           of Shares     Amount
          ----                           ---------    --------
          Casey Family Trust              13,000       $26,000
          Mei-Lien Changlee               50,000      $100,000
          Wilkie Lau                      25,000       $50,000
          Robert Mitro                    20,000       $40,000
          Duyen Huong Nguyen              15,000       $30,000
          Norman Family Revocable Trust   25,000       $50,000
          Hoan Tran                       37,500       $75,000

     All of the investors represented that they were accredited
     investors as defined in Rule 501 of Regulation D at the time of the
     purchase.  Each investor delivered appropriate investment
     representations with respect to the purchase of the shares and
     consented to the imposition of restrictive legends upon the
     certificates evidencing such shares.  Each investor represented
     that he had not purchased the shares as a result of or subsequent
     to any advertisement, article, notice, or other communication
     published in any newspaper, magazine, or similar media or broadcast
     on television or radio, or presented at any seminar or meeting.
     Each investor also represented that he had received a term sheet
     describing the offering and had received copies of, or had access
     to, all of the reports made by us with the Securities and Exchange
     Commission.  Each investor further represented that he had been
     afforded the opportunity to ask questions of our

                                      12
<PAGE>

     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.

Purchases of Equity Securities

     There have been no purchases made by or on behalf of our company or
any affiliated purchaser of shares or other units of any class of our
equity securities registered by us pursuant to section 12 of the
Exchange Act.

               ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                              PLAN OF OPERATION

     The following discussion should be read in conjunction with our
financial statements and related notes thereto as filed with this
report.

Background

     Prior to December 2002 we had no operating history.  We are
currently a global provider of business process and information
technology outsourcing products and services across vertical industries
including technology, energy, government, education and healthcare.  We
provide a suite of business strategy and planning capabilities to assist
customers with their '"make versus buy' decisions in the areas of data,
network, product development, product maintenance and support, and
fulfill our services onshore, in-region (NAFTA), and offshore, depending
on the business goals and objectives of our global customers.  In
parallel, we are opportunistically pursuing accretive acquisitions
within our core outsourcing products and services suite in order to
broaden our core capabilities, expand our customer base and supplement
our organic growth.

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

     We plan to continue to grow in two ways:  first, through the further
sales and marketing of our business process and information technology
outsourcing services, and second, through the acquisition of other
business process and information technology outsourcing companies that
add to our core capabilities and our available customer base to sell
outsourcing products and services.

Critical Accounting Policies

     Critical accounting policies are defined as those that are
reflective of significant judgments and uncertainties, and potentially
result in materially different results under different assumptions and
conditions.  There were no changes to our critical accounting policies
for the year ended December 31, 2004.

                                      13
<PAGE>

     We derive our revenue primarily from the sale of services.  Revenue
is recognized as services are performed in accordance with all
applicable revenue recognition criteria.  For these transactions we
apply the provisions of SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition."  We recognize revenue when there is persuasive evidence of
an arrangement, title and risk of loss have passed, delivery has
occurred or the services have been rendered, the sales price is fixed or
determinable and collection of the related receivable is reasonably
assured.

     Cost of revenue consists primarily of payments to third-party
vendors and contractors and in-house resources charged to customers
based on work performed.  Operating expenses include general and
administrative expenses and corporate overhead expenses.  General and
administrative expenses consist primarily of overhead in managing
programs, marketing expenses for future projects, and due diligence
costs in reviewing acquisition targets.  Corporate overhead expenses
relate to salaries and benefits of personnel responsible for corporate
activities, including acquisitions, administrative, and reporting
responsibilities.  We record these expenses when incurred.

Results of Operations

     During the year ended December 31, 2004, revenues increased by
591%, to $534,752 from $77,350 for the comparative year ended December 31,
2003.  The increase in revenues is a result of fulfillment of
increased orders from existing and new customers.  Management is seeing
an increase in sales activity as it continues to make and develop
relationships.  Management expects to continue increase its customer
base as it builds its brand name.  In addition, management is continuing
to focus on new revenue streams and new customers.  During 2004 and 2003,
Caneum had three customers which accounted for more than 10% of its
sales.  While sales to these customers resulted in approximately 61% of
the Company's revenue, the Company anticipates that as sales increase,
the dependence on several key customers will be reduced.  Also, since
abandonment of the Pipeline Software acquisition, we do not expect
significant revenue from this customer in the future.  Pipeline accounted
for $194,664 in revenue during 2004.

     Our cost of revenue earned increased by 623% to $385,314 for the
year ended December 31, 2004, versus $53,291 for the comparative year
ended December 31, 2003.  The increased cost reflects the related
increase in the volume of subcontractor costs and internal payroll
associated with the services provided by us to our clients.

     The resulting gross profit for the year ended December 31, 2004,
increased 521% to $149,438 versus $24,059 for the comparative year ended
December 31, 2003.  The resulting annual gross profit margin of
approximately 28% is consistent with the gross profit margin of
approximately 29% for 2003.  Management anticipates that the gross
profit margin of approximately 28%-30% will remain consistent going
forward.

     Our operating expenses for the year ended December 31, 2004,
increased 296% to $1,428,853 versus $360,893 for the year ended December 31,
2003.  The increased operating expenses resulted from the creation of
an organization to support the current and future activities of the
company.  The major components of operating expense were payroll and
related taxes, benefits and bonuses of $643,289 and investor relations of
$112,844.  The increase in payroll and related benefits was a result of
adding to our technical and support staff.  These additions to headcount
were considered necessary to enable us to execute our business strategy.
The Company incurred costs in investor relations as its stock became
publicly traded.  The amounts incurred for payroll and related taxes,
benefits and bonus' were $186,267 and investor relations were $0 for the
prior year ended December 31, 2003.

                                      14
<PAGE>

     In addition to the operating expenses, the Company also incurred
expenses of $136,866 in relation to the abandoned Pipeline merger.  These
expenses were expensd in full in 2004.

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

Liquidity and Capital Resources

     As of December 31, 2004, cash decreased 35%, to $506,790 from
$781,387 at December 31, 2003.  This is a decrease of $274,597 in cash
and cash equivalents for the year ended December 31, 2004.  The decrease
in cash and cash equivalents consists of cash used in operations of
$920,429 offset by cash generated by investing activities of $9,832 and
cash generated by financing activities of $636,000 through the sale of
stock in connection with a private placement.  During the prior year the
amount of cash and cash equivalents used in operations was $329,544 and
investing activities used $112,444; however, during this period we also
raised $1,250,450 in a private placements and paid down notes payable
and interest of $23,087 and $3,988, respectively, resulting in a net
increase in cash and cash equivalents of $781,387 during this year.

     Working capital decreased 56%, to $389,990 at December 31, 2004, as
compared with working capital of $892,574 at December 31, 2003.  This
decrease in working capital was a result primarily of the planned use of
funds generated from prior stock offerings to support the business
during its growth phase and the additional expenses incurred in
connection with the abandoned Pipeline merger.

     Management believes that with cash generated from future projected
operations, together with funds generated from the prior sale of our
common stock, we will have sufficient cash to satisfy existing operating
cash needs and working capital requirements during 2005.  Management may
look to raise additional funds should they be required to sustain the
business model or to take advantage of any opportunities, acquisition or
otherwise, should they occur.

     Additionally, we may continue to compensate employees with equity
incentives, where possible, and continue to utilize equity instruments
to compensate existing and new employees hired to minimize cash outlays.
Management believes this strategy provides the ability to increase
stockholder value as well as utilize cash resources more effectively.

     During future years, we may seek additional funding to finance
future acquisitions.  The amount and timing of such capital transactions
is not yet known and will depend largely on our operating needs and the
cost to acquire new information technology companies.  Our ability to
secure this additional funding given present market conditions is
uncertain, as is the financial effect any such funding may have on our
capital structure or operating results.

Off-Balance Sheet Arrangements

     During the twelve months ended December 31, 2004, we did not engage
in any off-balance sheet arrangements.

                                      15
<PAGE>

Recent Accounting Pronouncements

     In December 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No.123 (Revised), Shared-Based Payment.  This standard
revises SFAS No. 123, APB Opinion No. 25 and related accounting
interpretations and eliminates the use of the intrinsic value method for
employee stock-based compensation.  SFAS No. 123R requires compensation
costs related to share based payment transactions to be recognized in
the financial statements over the period that an employee provides
service in exchange for award.  Currently, the Company uses the intrinsic
value method of APB Opinion No. 25 to value share-based options granted
to employees and board members.  This standard requires the expensing of
all share-based compensation including options, using the fair value
based method.  The effective date of this standard for the Company will
be January 1, 2006.  Management is currently assessing the impact that
this new standard will have on the Company's financial statements.

Forward-Looking Statements

     This report contains certain forward-looking statements and
information that are based on assumptions made by management and on
information currently available.  When used in this report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and
similar expressions, as they relate to our company or its management,
are intended to identify forward-looking statements.  These statements
reflect management's current view of our company concerning future
events and are subject to certain risks, uncertainties and assumptions,
including among many others the following:  changes in the information
technology industry; changes in out-sourcing and off-shore operations; a
general economic downturn; a further downturn in the securities markets;
our early phase of operations; reliance on foreign suppliers and
contractors; the inability to locate suitable acquisition targets; and
other risks and uncertainties.  Should any of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in
this report as anticipated, estimated or expected.

                                      16
<PAGE>

                        ITEM 7.  FINANCIAL STATEMENTS

                              Table of Contents

                     For the year ended December 31, 2004

                                                                    Page

Report of Independent Registered Public Accounting Firm              18

Financial Statements

  Balance Sheets - Assets                                            19

  Balance Sheets - Liabilities and Stockholders' Equity              20

  Statements of Operations and Comprehensive Loss                    21

  Statements of Stockholders Equity                                  22

  Statements of Cash Flows                                           23

  Notes to Financial Statements                                      25



                                      17
 <PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Caneum, Inc.

We have audited the accompanying balance sheets of Caneum, Inc. (the
"Company") as of December 31, 2004 and 2003, and the related statements
of operations and comprehensive loss, stockholders' equity, and cash
flows for the years ended December 31, 2004 and 2003.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
required that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged
to perform an audit of its internal control over the financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of Company's internal control over
financial reporting.  Accordingly, we express no such opinion.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Caneum, Inc.
as of December 31, 2004 and 2003, and the results of its operations and
its cash flows for the years ended December 31, 2004 and 2003, in
conformity with accounting principles generally accepted in the United
States of America.

/s/ Haskell & White LLP
HASKELL & WHITE LLP

Irvine, California
March 28, 2005

                                      18
<PAGE>

                                 CANEUM, INC.

                                Balance Sheets

                       As of December 31, 2004 and 2003


                                    ASSETS
                                                         2004          2003
                                                     -----------   -----------
CURRENT ASSETS
  Cash and cash equivalents                          $   506,790   $   781,387
  Accounts receivable, net of allowance for doubtful
    accounts of $10,446 and $0 for 2004 and 2003
    respectively                                         102,083        40,450
  Prepaid expenses and other assets                       15,000        15,000
  Available-for-sale equity securities (Note 3)             -           77,521
                                                      ----------    ----------
     TOTAL CURRENT ASSETS                                623,873       914,358
                                                      ----------    ----------
FIXED ASSETS
  Software                                                   100           100
    Less accumulated depreciation                           (100)         -
                                                      ----------    ----------
     TOTAL FIXED ASSETS                                     -              100
                                                      ----------    ----------
     TOTAL ASSETS                                    $   623,873   $   914,458
                                                      ==========    ==========


               See accompanying notes to financial statements.
                                      19
<PAGE>

                                 CANEUM, INC.

                          Balance Sheets (continued)

                       As of December 31, 2004 and 2003


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         2004          2003
                                                     -----------   -----------
CURRENT LIABILITIES
  Accounts payable and accrued liabilities           $   130,339   $    20,984
  Accrued vacation and bonus                             103,543          -
  Taxes payable (Note 5)                                    -              800
                                                      ----------    ----------
     TOTAL CURRENT LIABILITIES                           233,882        21,784
                                                      ----------    ----------

COMMITMENTS AND CONTINGENCIES (Notes 4 and 7)

STOCKHOLDERS' EQUITY (Notes 6 and 8)
  Common stock, 100,000,000 shares authorized
    at $.001 par value: 4,358,271 and 4,010,000 shares
    issuable and outstanding, respectively                 4,358         4,010
  Additional paid in capital                           2,124,490     1,287,665
  Accumulated deficit                                 (1,738,857)     (382,217)
  Accumulated other comprehensive loss                      -          (16,784)
                                                      ----------    ----------
     TOTAL STOCKHOLDERS' EQUITY                          389,991       892,674
                                                      ----------    ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $   623,873   $   914,458
                                                      ==========    ==========


               See accompanying notes to financial statements.
                                      20
<PAGE>

                                 CANEUM, INC.

               Statements of Operations and Comprehensive Loss

                For the years ended December 31, 2004 and 2003


                                                         2004          2003
                                                     -----------   -----------
REVENUE                                              $   534,752   $    77,350

COST OF REVENUE                                          385,314        53,291
                                                      ----------    ----------
     GROSS PROFIT                                        149,438        24,059

OPERATING EXPENSES                                     1,291,987       360,893
ABANDONED ACQUISITION COSTS (Note 9)                     136,866          -
                                                      ----------    ----------
     LOSS FROM OPERATIONS                             (1,279,415)     (336,834)
                                                      ----------    ----------
OTHER INCOME (EXPENSE)
  Other income                                            37,834        11,784
  Realized losses from the sales of securities          (116,973)      (19,389)
  Dividend income                                             22           103
  Interest income                                          2,692           862
  Interest expense                                          -           (1,042)
                                                      ----------    ----------
     TOTAL OTHER INCOME (EXPENSE)                        (76,425)       (7,682)
                                                      ----------    ----------
     LOSS BEFORE INCOME TAX                           (1,355,840)     (344,516)

     INCOME TAX EXPENSE                                     (800)         (800)
                                                      ----------    ----------
          NET LOSS                                   $(1,356,640)  $  (345,316)
                                                      ==========    ==========


LOSS PER COMMON SHARE-Basic and Diluted                    (0.33)        (0.14)


SHARES USED IN EARNINGS PER SHARE CALCULATIONS
  WEIGHTED AVERAGE COMMON SHARES                       4,064,720     2,485,726


OTHER COMPREHENSIVE INCOME (LOSS)
  NET LOSS                                           $(1,356,640)  $  (345,316)
  OTHER COMPREHENSIVE INCOME (LOSS):
    Unrealized loss on available-for-sale
     securities (Note 3)                                    -          (16,784)
    Reclassification adjustment, net of tax               16,784          -
                                                      ----------    ----------
          COMPREHENSIVE LOSS                         $(1,339,856)  $  (362,100)
                                                      ==========    ==========


               See accompanying notes to financial statements.
                                      21
<PAGE>

                                 CANEUM, INC.

                      Statements of Stockholders Equity

                For the years ended December 31, 2004 and 2003
<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                            Additional                     other          Total
                                       Common Stock          Paid-in     Accumulated   comprehensive   Stockholders'
                                    Shares       Amount      Capital       Deficit         loss           Equity
                                  ----------   ----------   ----------   -----------   -------------   ------------
<S>                               <C>          <C>          <C>          <C>           <C>             <C>
BALANCE,  December 31, 2002        1,000,000   $    1,000   $    9,000   $   (36,901)  $        -      $    (26,901)

Shares issued for software            10,000           10           90          -               -               100

Shares issued for cash
 at $0.001 per share                 450,000          450         -             -               -               450

Share issued for services
 at $0.001 per share                 500,000          500         -             -               -               500

Shares issued in connection
 with a private placement
 at $0.50 per share                1,000,000        1,000      499,000          -               -           500,000

Shares issued for legal services      50,000           50       24,950          -               -            25,000

Shares issued in connection
 with a private placement
 at $0.75 per share                1,000,000        1,000      749,000          -               -           750,000

Stock-based compensation expense        -            -           5,625          -               -             5,625

Other comprehensive loss for
 the year ended December 31, 2003       -            -            -             -            (16,784)       (16,784)

Net loss for the year
 ended December 31, 2003                -            -            -         (345,316)           -          (345,316)
                                  ----------   ----------   ----------   -----------   -------------   ------------
BALANCE, December 31, 2003         4,010,000        4,010    1,287,665      (382,217)        (16,784)       892,674

Shares issued for
 administrative services               5,000            5        3,745          -              -              3,750

Shares issued for legal services      25,271           25       26,847          -              -             26,872

Shares issued in connection
 with a private placement
 at $2.00 per share                  318,000          318      635,682          -              -            636,000

Stock-based compensation expense        -            -         170,551          -              -            170,551

Other comprehensive income for
 the year ended December 31, 2004       -            -            -             -             16,784         16,784

Net loss for the year
 ended December 31, 2004                -            -            -       (1,356,640)           -        (1,356,640)
                                  ----------   ----------   ----------   -----------   -------------   ------------
BALANCE, December 31, 2004         4,358,271   $    4,358   $2,124,490   $(1,738,857)  $        -      $    389,991
                                  ==========   ==========   ==========   ===========   =============   ============
</TABLE>

               See accompanying notes to financial statements.
                                      22
<PAGE>

                                 CANEUM, INC.

                           Statement of Cash Flows

                For the years ended December 31, 2004 and 2003
<TABLE>
<CAPTION>
                                                         2004            2003
                                                     ------------    ------------
<S>                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss)                                          $ (1,356,640)   $   (345,316)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Depreciation expense                                      100            -
    Stock-based compensation expense                      170,551           5,625
    Expenses paid by stock issuance                        30,622          25,500
    Loss on sale of securities                            116,973          19,389
    Receipt of stock for services                         (32,500)           -
    Increase in provision for doubtful accounts            10,446            -
    Increase in accounts receivable                       (72,079)        (40,450)
    Increase in prepaid and other assets                     -            (15,000)
    Decrease in interest receivable                          -                144
    Increase in accounts payable and
     accrued liabilities                                  109,355          19,764
    Increase in accrued vacation and bonus'               103,543            -
    Decrease in taxes payable                                (800)            800
                                                      -----------     -----------
     NET CASH FLOWS USED BY OPERATING ACTIVITIES         (920,429)       (329,544)
                                                      -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of available-for-sale securities             (266,366)       (893,474)
  Proceeds from available-for-sale securities             276,198         779,780
  Payments on related party note                             -              1,250
                                                      -----------     -----------
     NET CASH FLOWS PROVIDED BY (USED IN)
     INVESTING ACTIVITIES                                   9,832        (112,444)
                                                      -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for cash                       636,000       1,250,450
  Interest paid on notes payable - related party             -             (3,988)
  Payments on notes payable                                  -            (23,087)
                                                      -----------     -----------
     NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES      636,000       1,223,375
                                                      -----------     -----------
     NET (DECREASE)/INCREASE IN CASH AND
     CASH EQUIVALENTS                                    (274,597)        781,387
</TABLE>


               See accompanying notes to financial statements.
                                      23
<PAGE>

                                 CANEUM, INC.

                     Statement of Cash Flows (continued)

                For the years ended December 31, 2004 and 2003
<TABLE>
                                                         2004            2003
                                                     ------------    ------------
     <S>                                             <C>             <C>
     NET (DECREASE)/INCREASE IN CASH AND
     CASH EQUIVALENTS                                    (274,597)        781,387

     CASH AND CASH EQUIVALENTS,
     BEGINNING OF THE YEAR                                781,387            -
                                                      -----------     -----------
     CASH AND CASH EQUIVALENTS,
     END OF THE YEAR                                 $    506,790    $    781,387
                                                      ===========     ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Issuance of common stock for software              $       -       $        100

  Cash paid during the period for interest           $       -       $      1,042

  Cash paid for taxes                                $      1,600    $       -
</TABLE>


               See accompanying notes to financial statements.
                                      24
<PAGE>

                                 CANEUM, INC.

NOTE 1 - CORPORATE HISTORY

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

     The Company currently provides a broad variety of business process
outsourcing, software development and information technology consulting
services.  The Company also intends to acquire and grow companies in the
software and information technology sectors.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

     The Company derives its revenue primarily from the sale of
services.  Revenue is recognized as services are performed in accordance
with the provisions of SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition."  The Company recognizes revenue when there is persuasive
evidence of an arrangement, title and risk of loss have passed, delivery
has occurred or the services have been rendered, the sales price is
fixed or determinable and collection of the related receivable is
reasonably assured.  The Company records all expense reimbursements
billed to customers as revenue, and related costs as cost of sales, when
incurred, in accordance with Emerging Issues Task Force ("EITF") 01-14
"Income Statement Characterization of Reimbursements Received for
"out-of-pocket" expenses."

     During the years ended December 31, 2004, and December 31, 2003,
the Company had 3 customers that each accounted for at least 10% of the
Company's revenue.  As of December 31, 2004, and December 31, 2003, three
customers, each accounted for at least 10% of accounts receivable.  For
the year ended December 31, 2004, the Company generated $56,850 of revenue
from customers located in Europe.  There were no identifiable assets
located in Europe, nor does the Company report other separate financial
information to the chief operating decision maker.

Cash and Cash Equivalents

     The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.  At December 31, 2004,
the Company had approximately $411,642 on deposit that exceeded
federally insured limits.  At December 31, 2003, the Company had
approximately $555,000 on deposit that exceeded federally insured
limits.

Investments

     Marketable securities held by the Company which meet the criteria
for classification as available-for-sale are carried at fair value, net
of a market discount, if any, to reflect any restrictions on
transferability.  Unrealized holding gains and losses on securities
classified as available-for-sale are carried net of income taxes as a
component of Accumulated Other Comprehensive Income (Loss).

                                      25
<PAGE>

Stock-Based Compensation

     The Company accounts for employee stock-based compensation using
the intrinsic value method provided in Accounting Practice Bulletin
Opinion No. 25, and interpretations thereof.  When stock options are
granted to employees with exercise prices less than the fair value of
the underlying common stock at the date of the grant, the difference is
recognized as compensation expense and is recorded over the vesting
period of the options.

     The Company accounts for non-employee stock-based compensation
using the fair value method provided by Statement of Financial
Accounting Standards ("SFAS") No. 123, as amended by SFAS No. 148.  When
stock options are granted to non-employees, the Company estimates the
fair value of the award and recognizes related expenses over the
performance period as prescribed by EITF 96-18.

     In accordance with SFAS No. 123 and SFAS No. 148, the Company has
adopted the fair value pro-forma disclosure provisions for employee
stock options.

     As of December 31, 2004, the Company has one stock-based
compensation plan, which is described more fully in Note 6.  The
following table illustrates the effect on net loss and net loss per
share had the Company applied the fair value recognition provisions of
SFAS No. 123 to employee stock options.
                                                    2004          2003
                                                 ----------    ----------
     Net loss as reported                       $(1,356,640)  $  (345,316)

     Stock based compensation deducted in
      arriving at net loss as reported              170,551         5,625
                                                 ----------    ----------
                                                 (1,186,089)     (339,691)
     Stock based compensation determined
      under the fair value method                   642,760       160,875
                                                 ----------    ----------
     Net Loss, pro-forma                        $(1,828,849)  $  (500,566)
                                                 ==========    ==========

     Net loss per share, as reported            $     (0.33)  $     (0.01)

     Net loss per share, pro forma              $     (0.45)  $     (0.01)


     The fair value of each stock option grant has been estimated on the
date of grant using the Black-Scholes option-pricing model, assuming no
expected dividends and the following weighted average assumptions:

                                      26
<PAGE>

                                      2004          2003
                                   ----------    ----------
     Volatility                     146.01%        45.33%
     Risk free Interest rate          4.20%         6.00%
     Expected life of Options      5.0 years      5.0 years

     The Black-Scholes model, as well as other currently accepted option
valuation models, was developed to estimate the fair value of
freely-tradable, fully-transferable options without vesting
restrictions, which significantly differ from the Company's stock
options plans.  These models also require highly subjective assumptions,
including future stock price volatility and expected time until
exercise, which greatly affect the calculated fair value on the grant
date.

Fair Value of Financial Instruments

     SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments," requires management to disclose the estimated fair value
of certain assets and liabilities defined by SFAS No. 107 as financial
instruments.  Financial instruments are generally defined by SFAS No. 107
as cash and cash equivalents, evidence of ownership interest in equity,
or a contractual obligation that both conveys to one entity a right to
receive cash or other financial instruments from another entity and imposes
on the other entity the obligation to deliver cash or other financial
instruments to the first entity.  At December 31, 2004 and December 31,
2003, management believes that the carrying amounts of cash and cash
equivalents, investments in securities and accounts payable approximate
fair value because of the short maturity of these financial instruments.

Accounting for Income Taxes

     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.  Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized

Earnings (Loss) Per Share

     Basic earnings (loss) per share includes no dilution and is
computed by dividing earnings (loss) available to common shareholders by
the weighted average number of common shares outstanding for the period.
Diluted earnings per share reflect the potential dilution of securities
that could share in the earnings of an entity.  Such shares are not
included when there is a loss as the effect would be anti-dilutive.  At
December 31, 2004 and 2003, the Company had 3,990,000 and 3,037,500 of
options and warrants outstanding.  These instruments are potentially
dilutive securities.

                                      27
<PAGE>

Use of Estimates

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

New Accounting Pronouncements

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

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

     In December 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No.123 (Revised), Shared-Based Payment.  This standard
revises SFAS No. 123, APB Opinion No. 25 and related accounting
interpretations and eliminates the use of the intrinsic value method for
employee stock-based compensation.  SFAS No. 123R requires compensation
costs related to share based payment transactions to be recognized in
the financial statements over the period that an employee provides
service in exchange for award.  Currently, the Company uses the intrinsic
value method of APB Opinion No. 25 to value share-based options granted
to employees and board members.  This standard requires the expensing of
all share-based compensation including options, using the fair value
based method.  The effective date of this standard for the Company will
be January 1, 2006.  Management is currently assessing the impact that
this new standard will have on the Company's financial statements.

                                      28
<PAGE>

NOTE 3 - AVAILABLE-FOR-SALE EQUITY SECURITIES

     The Company had $0 and $77,521 of available-for-sale equity
securities at December 31, 2004 and 2003, respectively.  Such values were
determined based on quoted market prices.  These equity securities had an
aggregate unrealized loss of $16,784, and an aggregate cost basis of
$94,305 as of December 31, 2003.

NOTE 4 - RELATED PARTY TRANSACTIONS

     During the year ended December 31, 2004, the Company entered into
the following transactions with entities whose principals and/or
directors are shareholders of the Company:

Revenue

     As more fully described in Note 9 the Company had entered into an
agreement to purchase Pipeline Software, Inc. Caneum's statement of
operations for the year ended December 31, 2004 includes revenues of
$194,664 derived from services provided to Pipeline Software, Inc.  As
more fully described in Note 9, the merger was terminated in December
2004.

Rent

     The Company subleases space from Cygni Capital, LLC, whose principal
is a shareholder of the Company.  The current rent is $1,400 per month.
The total rent expense was $15,950 for the year ended December 31, 2004,
and $4,000 for the year ended December 31, 2003.  This agreement is on a
month-to-month term.

Management Services Agreement

     The Company has retained Cygni Capital, LLC, whose principal is a
shareholder of the Company, to perform certain management services.
These services include, but are not limited to reception, telephone,
janitorial, bookkeeping and general office services.  The current service
agreement is for $450 per month.  The total expense pursuant to this
agreement was $9,600 for the year ended December 31, 2004, and $16,000
for the year ended December 31, 2003.  This agreement is on a
month-to-month term and the expense incurred has reduced as Caneum's
staff has undertaken some of these services previously provided by Cygni
Capital, LLC.

Consulting Services

     The Company had retained Cygni Capital, LLC, whose principal is a
shareholder of the Company, to perform certain consulting services.  These
services are professional in nature and include, but are not limited to
document preparation and consulting services.  The current agreement is
$5,000 per month.  The total expense pursuant to this agreement was
$60,000 for the year ended December 31, 2004, and $30,000 for the year
ended December 31, 2003.  This agreement is on a month-to-month term.

                                      29
<PAGE>

Investor Relations

     Jason Daggett (a former Director) is the President of BDR Showalter,
Inc., which has a one year agreement through December 2005 to provide
investor relations and public relations services at $7,500 per month.
In addition, BDR Showalter through its affiliates have conducted other
public relations and promotional activities for Caneum.  The amount paid
to BDR Showalter and predecessors pursuant to these agreements was $66,750
for the year ended December 31, 2004 and $0 for the year ended December 31,
2003.

NOTE 5 - INCOME TAXES

     Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes.  The components that comprise deferred tax at December 31, 2004
and 2003, are as follows:

                                            2004          2003
                                         ----------    ----------
     Deferred tax assets:

       Net operating loss carryforwards  $  430,000    $  141,000

       Accued vacation                        8,500          -
                                          ---------     ---------
     Deferred tax asset                     438,500       141,000

     Valuation allowance                   (438,500)     (141,000)
                                          ---------     ---------
     Net deferred tax assets             $     -       $     -
                                          =========     =========

     The actual tax rate differs from the expected tax rate due
primarily to the change in the valuation allowance.

     In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized.  The ultimate realization
of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences
become deductible.  Managament considers the scheduled reversal of
deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment.  Based on the level of
historical operating results and projections of taxable income for the
future, management has determined that it cannot be determined "more
likely than not" that the portion of deferred tax assets not utilized
through the reversal of deferred tax liabilities will be realized.
Accordingly, management recorded a 100% valuation allowance against the
Company's deferred tax assets.  There can be no assurance that the Company
will be able to realize the benefit of some or all of the federal and
state loss carryforwards either due to the ongoing operating losses,
expiry of the carryforward period or due to ownership changes, which may
limit the usefulness of the loss carryforwards.

                                      30
<PAGE>

     At December 31, 2004, the Company has net operating loss
carryforwards of approximately $1,075,000 for federal income tax
purposes which will begin to expire in 2015.  The net operating loss
carryforwards for state purposes, will begin to expire in 2005 are
$1,075,000.  Federal and state laws impose restrictions on the utilization
of net operating loss carryforwards in the event of an "ownership
change" for tax purposes as defined under Section 382 of the Internal
Revenue Code.  Management expects that the Company's potential use of net
operating losses will be limited under Section 382.

NOTE 6 - STOCK PLAN

     On December 18, 2002, the Company's Board of Directors and
shareholders adopted the 2002 Stock Option/Stock Issuance Plan (the
"Plan").  The purpose of the Plan is to provide eligible persons an
opportunity to acquire a proprietary interest in the Company and as an
incentive to remain in the service of the Company.

     There were initially 3,000,000 shares of common stock authorized
for nonstatutory and incentive stock options and stock grants under the
Plan, which are subject to adjustment in the event of stock splits,
stock dividends, and other situations.  On March 10, 2004, the Board of
Directors authorized an amendment to the Plan to increase the number of
shares of common stock under the plan to 7,500,000, which the
shareholder's approved on February 28, 2005.

     The Plan will continue in effect until all of the stock available
for grant or issuance has been acquired through exercise of options or
grants of shares, or until December 1, 2010, whichever is earlier.  The
Plan may also be terminated in the event of certain corporate
transactions such as a merger or consolidation or the sale, transfer or
other disposition of all or substantially all of our assets.

     The purchase price under each option is established by the plan
administrator.  Additionally, the plan administrator will fix the terms
of each option, but no option can be granted for a term in excess of 10
years.  Stock issued under the Plan may vest immediately or upon terms
established by the plan administrator, provided that at least 20 percent
of the total shares subject to a vesting schedule will fully vest in
each calendar year on the anniversary date of the issuance of the
shares.

     A summary of the status of the plan and changes for the years ended
December 31, 2004 and 2003 are presented below:

                                      31
<PAGE>

<TABLE>
                                             2004                           2003
                                 -----------------------------  -----------------------------
                                              Weighted-Average               Weighted-Average
                                   Shares      Exercise Price     Shares      Exercise Price
                                 -----------  ----------------  -----------  ----------------
<S>                              <C>              <C>            <C>              <C>
Outstanding at beginning of year  3,037,500        $0.55              -           $0.00

Granted                           2,278,000        $1.08         3,037,500        $0.55

Cancelled/Forfeited              (1,325,500)       $1.12              -           $0.00
                                  ---------                      ---------
Outstanding at end of year        3,990,000        $0.67         3,037,500        $0.55
                                  =========                      =========
</TABLE>

Options exercisable at year end   2,655,208                        719,791

Weighted-average fair value of
  options granted during the year    $0.42                          $0.34


     The following table summarizes information about the options outstanding
at December 31, 2004:
<TABLE>
<CAPTION>
                               Options Outstanding                    Options Exercisable
                 -----------------------------------------------  -----------------------------
<S>              <C>          <C>               <C>               <C>          <C>
                   Number     Weighted-Average                      Number
   Range of      Outstanding     Remaining      Weighted-Average  Exercisable  Weighted-Average
Exercise Prices  at 12/31/04  Contractual Life  Exercise Prices   at 12/31/04   Exercise Price
---------------  -----------  ----------------  ----------------  -----------  ----------------
 $0.00 - $1.00    3,855,000       4 years            $0.60         2,627,708        $0.61

 $2.00 - $3.00      135,000       5 years            $2.70            27,500        $3.00
                  ---------                                        ---------
 $0.00 - $3.00    3,990,000       4 years            $0.67         2,655,208        $0.63
                  =========                                        =========
</TABLE>

NOTE 7 - Commitments and Contingencies

Employment Contracts

     On October 28, 2003, the Company's Compensation Committee approved
employment agreements with the Company's President, Sukhbir Singh Mudan,
Alan S. Knitowski, the Company's Chairman, and Robert F. Mitro, the
Company's Vice-Chairman.  The following description sets forth the
material individual terms of these agreements:

                                      32
<PAGE>

  *  Sukhbir Singh Mudan.  The initial period of the employment
     agreement for Mr. Mudan is three years.  Mr. Mudan is required to
     devote not less than 75% of his business time to the business of
     the Company, and his base salary is $120,000 per annum.  Mr. Mudan
     received options to purchase 1,000,000 shares at $0.55 per share as
     additional compensation for entering into the agreement.

  *  Alan S. Knitowski.  Mr. Knitowski is required to devote his best
     efforts to performing well all duties that the Company may
     reasonably assign to him from time to time during the term of the
     agreement, but he will not be required to devote in excess of 25%
     of his business time and effort to providing these services.  His
     base salary is $120,000 per annum and he received options to
     purchase 1,000,000 shares at $0.55 per share as additional
     compensation for entering into the agreement.

  *  Robert F. Mitro.  Mr. Mitro is required to devote his best efforts
     to performing well all duties that the Company may reasonably
     assign to him from time to time during the term of the agreement,
     but he will not be required to devote in excess of 25% of his
     business time and effort to providing these services.  His base
     salary is $60,000 per annum and he received options to purchase
     750,000 shares at $0.55 per share as additional compensation for
     entering into the agreement.

     On March 17, 2004, the Compensation Committee approved an
employment agreement with the Company's Executive Vice-President, Gary D.
Allhusen.  The initial period of the employment agreement for Mr. Allhusen
is three years and he is required to devote 100% of his business time to
the business of the Company.  Mr. Allhusen's base salary is $120,000 per
annum and he received options to purchase 750,000 shares at $0.75 per share
as additional compensation for entering into the agreement.

NOTE 8 - Common Stock

     Between February 2003 and June 2003, the Company issued 500,000
shares to key individuals for services and recorded expenses of $500,
which was based on the estimated fair value of the shares issued.  In
April 2003, the Company issued 450,000 shares of common stock to
directors of the Company for cash of $450.

     Between May 2003 and July 2003, the Company issued 1,000,000 shares of
common stock for cash at $0.50 per share in connection with a private
placement.

     Between August 2003 and October 2003, the Company issued 1,000,000
shares of common stock in a private placement at $0.75 per share.
Additionally, in August 2003, the Company issued 50,000 shares of common
stock for legal services that were valued at $25,000 shares based on the
estimated value of the common stock issued.

     On June 16, 2004, the Company issued 5,000 shares for administrative
services of $3,750.  Additionally since May 2004 the Company has issued
25,271 shares for legal services of $26,872.

                                      33
<PAGE>

     As of December 31, 2004, the Company had issued 318,000 shares of common
stock and had received subscriptions of $636,000 in connection with a
private placement of up to $1,000,000.  The private placement was closed
in 2005 after raising $676,000.

NOTE 9 - Abandoned Acquisition

     On July 8, 2004, the Company entered into a merger agreement with
Pipeline Software, Inc., a California corporation.  The agreement
provided for Pipeline to be merged with and into the Company.  Under the
terms of the agreement the shareholders of Pipeline would receive
1,000,000 shares of the Company's common stock payable over a period of
two years, with 500,000 being issued pro rata to the shareholders of
Pipeline at the effective time of the merger, 250,000 being issued to
these shareholders on the first anniversary date, and 250,000 on the
second anniversary date.  Shareholders of Pipeline would also receive pro
rata a cash payment of $50,000 per month for the first ten months
following the closing of the merger.

     During December 2004, management decided to abandon the merger.  As
a result Caneum wrote-off $136,866 in costs associated with the merger
that were previously capitalized.  The costs were legal and accounting
fees related to the acquisition of Pipeline and the submission of
financial information to the Securities and Exchange Commission.

     As a result of the termination the employment contracts of
Pipeline's key employees at Caneum were terminated and all related
options cancelled.

          ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                     ACCOUNTING AND FINANCIAL DISCLOSURE

     A Form 8-K dated December 8, 2003, was filed on December 10, 2003,
reporting the change in accounting firms from Bierwolf, Nilson &
Associates to Haskell & White LLP, Certified Public Accountants.  There
were no disagreements with Bierwolf, Nilson & Associates on any matter
regarding accounting principles or practices, financial statement
disclosure, or auditing scope or procedure during the past two fiscal
years or any subsequent interim period preceding the date of the change
of auditors.

                      ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     Our principal executive officer and principal financial officer,
Sukhbir Singh Mudan, has concluded, based on his evaluation, as of the
end of the period covered by this report, that our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are
(1) effective to ensure that material information required to be
disclosed by us in reports filed or submitted by us under the Exchange
Act is recorded, processed, summarized, and reported within the time
periods specified in the  rules and forms of the Securities and Exchange
Commission, and (2) designed to ensure that material information
required to be disclosed by us in such reports is accumulated, organized
and communicated to our management, including our

                                      34
<PAGE>

principal executive officer and principal financial officer, as appropriated,
to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

     There were no changes in our internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during our most recent quarter ended December 31, 2004, that
has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

     It should be noted that any system of controls, however well
designed and operated, can provide only reasonable and not absolute
assurance that the objectives of the system will be met. In addition,
the design of any control system is based in part upon certain
assumptions about the likelihood of future events.  Because of these and
other inherent limitations of control systems, there is only reasonable
assurance that our controls will succeed in achieving their stated goals
under all potential future conditions.

                         ITEM 8B.  OTHER INFORMATION

     No information is reportable pursuant to this item.

                                   PART III

         ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Current Management and Significant Employee

     The following table sets forth as of March 8, 2005, the name, age,
and position of our executive officers and directors and the term of
office of these directors, and a significant employee who is not an
officer or director:

                                                                 Director
     Name                  Age  Position(s)                       Since
     ----                  ---  -----------                     --------
     Sukhbir Singh Mudan   56   Director, President & Treasurer   2002
     Alan S. Knitowski     35   Chairman                          2003
     Robert F. Mitro       63   Director & Vice-Chairman          2003
     Avtar Singh Ranshi    58   Director                          2003
     Douglas L. Wadkins    41   Director                          2004
     Gary D. Allhusen      43   Executive Vice-President           --
     Mahesh Shah           42   Significant Employee               --

                                      35
<PAGE>

     Directors are elected for a term of one year and until their
successors are elected and qualified.  Annual meetings of the
stockholders, for the selection of directors to succeed those whose
terms expire, are to be held at such time each year as designated by the
Board of Directors.  The Board of Directors has not selected a date for
the next annual meeting of shareholders.  Officers of the Company are
elected by the Board of Directors, which is required to consider that
subject at its first meeting after every annual meeting of stockholders.
Each officer holds his office until his successor is elected and
qualified or until his earlier resignation or removal.

     Set forth below is certain biographical information of our
executive officers and directors, and our significant employee:

     Sukhbir Singh Mudan has been the President since August 1, 2002,
and has been the Treasurer since June 11, 2003.  Mr. Mudan was the COO
and Venture Partner of IP Capital Partners in La Jolla, California from
2000 to 2004.  IP Capital Partners was focused on identifying and
creating value in early to mid stage technology companies that are
poised to become future leaders in their specific market segments.  IP
Capital leverages its access and special ties to the region's
universities and research centers with its deep business community and
industry contacts to identify and facilitate the growth of next
generation technology companies.  Mr. Mudan is a technology and business
strategist who was a principal at Nextera Interactive, a technology and
management consulting company that is part of Knowledge Universe from
1997 to 2000.  In 1986 he founded Comwave Inc., originally a Packet Data
radio company and subsequently a Fax Broadcasting company that was
acquired by a publicly traded company in 1992.  In his capacity as CEO,
he led the company from a small UK based company to becoming a global
company with offices in various countries interconnected by a private
data network.  Previously, from 1981 to 1986, Mr. Mudan was a principal
consultant with Booz Allen and Hamilton.  Mr. Mudan graduated in
Chemical Engineering from Imperial College, London University and
completed a Masters degree in Management Studies from Balliol College,
Oxford University.

     Alan S. Knitowski has been the chairman of the board since June 11,
2003.  Since November 2000 he has been involved in a number of companies
in a number of ongoing capacities including:  advisory board member of
IntEnt Media Ventures, board member of Zentronix Pty Limited (Australia)
and angel investor in privately held technology, media, biotechnology
and energy companies.  From August 2000 to July 2003 Mr. Knitowski was
co-founder and board member of Telverse Communications, a
next-generation advanced services ASP focused on wholesale
communications services for carriers, service providers and value-added
resellers, which was acquired by Level 3 Communications.  From November
2000 to March 2003 Mr. Knitowski was Director of Marketing for the Voice
Technology Group at Cisco Systems and was responsible for business,
market and community development, including business planning and
strategy for Cisco's global packet voice initiatives.  In November 2000,
Mr. Knitowski joined Cisco as part of the Vovida Networks acquisition,
where he served as founder, President and CEO and led the company from
idea conception in February 1999 through its eventual acquisition by
Cisco.

                                      36
<PAGE>

     From December 2000 to October 2002 Mr. Knitowski was an investor
and board member of vCIS, a proactive software behavior analysis and
anti-virus security company, and helped negotiate and structure its
acquisition by Internet Security Systems.  Additionally, from April 1999
to October 2002 he was a founding board member of both the Open
Multimedia Protocol Alliance and the International Softswitch
Consortium, which were subsequently merged and scaled to nearly 200
companies prior to renaming itself to become the International Packet
Communications Consortium in 2003.  During his tenure at the consortium,
Mr. Knitowski served as its Vice Chairman, Co-Chair of its Government
Liaison Working Group and one of its external evangelists.

     Previously, Mr. Knitowski worked in various operational, line
management and consulting roles with The Results Group, from June 1998
to February 1999; Nortel Networks, from August 1996 to June 1998;
Hewlett-Packard, from May 1991 to September 1991; and the United States
Army, from September 1991 to August 1996, where he served as an
Airborne, Air Assault and Ranger qualified Captain in the Corps of
Engineers both domestically and abroad.  Mr. Knitowski received his
Bachelor of Science degree in industrial engineering in 1991 from the
University of Miami.  He received his Master of Science degree in
industrial engineering in 1992 from the Georgia Institute of Technology,
and his MBA in 1999 from the Haas School of Business at the University
of California at Berkeley.  He has delivered and moderated general and
executive sessions at various events and conferences within the
communications industry and has appeared on both radio and television to
discuss next-generation networking and packet voice.

     Robert F. Mitro has been the vice-chairman of the board since June 11,
2003.  He had been retired since October 2002.  Since January 2004 he has
also been the Chairman of the board for Windspring, Inc. which has
introduced an innovative Data Miniaturization software technology to
supercede traditional compression technology for wireless, digital
mapping and high speed storage and search applications.  In February
2005 Mr. Mitro also assumed the WindSpring CEO position.  From January
2001 until October 2002, he was President, CEO, and CFO of vCIS, Inc., a
proactive software behavior analysis and anti-virus security company
which was acquired by Internet Security Systems in 2002.  Prior to
joining vCIS Technology, Mr. Mitro has held numerous executive positions
including President of eCycle, Inc. from January 1998 to April 1999;
President and COO of Engelhard/ICC from June 1994 to April 1995; Senior
Vice-President and General Manager of PictureTel Sales, Marketing and
Services Group from September 1988 to June 1994; Vice-President Sales
and Marketing for Harris Corporation from October 1985 to July 1988;
plus Group Director for IBM Storage Systems Group from October 1984 to
September 1985, and Manager for IBM Engineering/Scientific Marketing
from March 1981 to September 1984 during a 17 year career at IBM from
November 1968 to September 1985.  In addition to his general management
experience, Mr. Mitro has had a successful 30 year sales, marketing and
business development career in maximizing revenues and profits for a
variety of companies in the high tech industry, including extensive
experience in business strategy and development, organization
development, market entry for emerging products and markets, global
market and channel development; strategic partner alliances, and joint
venture investment strategies for both large corporations and start-up
companies alike.  Mr. Mitro has recently served on the board of
directors of Vovida Networks from February 1999 to November 2000 when it
was acquired by Cisco Systems.  He has served as a director of Telverse

                                      37
<PAGE>

Communications from August 2000 to July 2003 when it was acquired by
Level 3 Communications, and vCIS Technology from January 2001 to October
2002 when it was acquired by Internet Security Systems.  Mr. Mitro
received a Bachelor of Engineering from Stevens Institute of Technology,
Hoboken, New Jersey, in 1965, and completed Executive Programs at the
Graduate Schools of Business at Harvard University in 1975 and the
University of Michigan in 1979.

     Dr. Avtar Singh Ranshi has, since 1991, been a director of
Spotform, PLC, an English limited liability company engaged in the car
and van rental business.  He received his Bachelor of Science, Masters
of Science, and Doctorate degrees from the University of Manchester, UK,
in 1970, 1972, and 1974, respectively.  Dr. Ranshi worked for four
years, from 1975 to 1978, for National Nuclear Corporation primarily
focusing on the structural impact of an earthquake or aircraft impact on
nuclear power stations.  He then worked for twelve years, from 1978 to
1990, for SDRC, a US company, where he held several management positions
in Technical Support, Sales, Marketing and General Management with
profit and loss responsibility.  With SDRC he also spent four years in
Germany as the Country Manager for Central Europe with complete control
of all business in Germany, Austria, Switzerland and emerging eastern
European countries.  Dr Ranshi has authored several technical papers in
international journals from his Masters and Doctoral research, as well
as from his work at National Nuclear Corporation and SDRC.  He has also
presented technical papers at several international conferences.

     Douglas Wadkins has, since May 2004, been employed as Chief
Technology Officer for Edgewater Networks, Inc., a company which
manufactures and sells converged network voice, video, and data security
and quality assurance appliances.  From November 2000 until March 2004,
he was employed as Senior Manager Product Marketing Voice Technology
Group, Solution Lead Hosted IP Telephony, and Senior Manager Corporate
Business Development for Cisco Systems, Inc., which manufactures and
sells networking and communications projects.  From March 1999 until
November 2000, Mr. Wadkins was employed as Chief Operating Officer for
Vovida Networks, Inc., a developer of Voice over Internet Protocol
control software.  Mr. Wadkins received his Bachelor of Science Degree
in Mechanical Engineering in 1987 from the University of Idaho, and
received his Master of Science Degree in Mechanical Engineering in 1993
from Georgia Tech.

     Gary D. Allhusen was appointed as our Executive Vice-President on
March 17, 2004.  From February 2003 until March 2004, Mr. Allhusen was a
Director in the Communications Industry Practice with EDS selling and
delivering large transformational consulting and outsourcing programs.
Mr. Allhusen also set up EDS' strategic transformational outsourcing
practice focused on the business and information technology
transformational outsourcing market.  From July 2000 through January
2003 Mr. Allhusen was a principal with A. T. Kearney, a high value
management consulting firm and subsidiary of EDS.  While at A. T.
Kearney, Mr. Allhusen focused on providing information technology
strategy and alignment consulting services to large multi-national
organizations.  He was also responsible for embedding business process
transformation and information technology operational excellence
services into large EDS outsourcing deals.  Major clients of Mr. Allhusen
included Sprint, Bechtel, i2 Technologies, Hewlett-Packard, Boeing, Solar
Turbines, Jet Propulsion Laboratory, Warner Brothers Studios, and
Warner/Elektra/Atlantic.  From June 1994 until July 2000 he was

                                      38
<PAGE>

employed by Ernest & Young LLP.  From June 1989 through May 1994 he
was employed by Hughes Space and Communications Company and from August
1984 through August 1987 he was employed by the New York State Energy
Research and Development Authority.

     In 1984 Mr. Allhusen received a Bachelor of Science degree in
mechanical and aerospace engineering from Sibley School, Cornell
University.  In 1989 he received his MBA from Johnson Graduate School of
Management, Cornell University.  And in 1993 he received a Master of
Engineering degree in operations research and industrial engineering
from the School of Operations Research and Industrial Engineering,
Cornell University.  He has published and spoken at major conferences on
the topic of Information Technology Strategy and Alignment.  He is also
active on the Management Committee for the Special Olympics of Southern
California Summer Games' Tennis Venue where he is responsible for
running the annual competition.

     Mahesh Shah has been a full-time employee of our company since
January 2005.  He is responsible for our IT assurance and our IT
staffing service lines.  Mr. Shah has the overall responsibility for the
company's sales and delivery efforts in this important new market.

     Mr. Shah brings over twenty years of experience in professional
services practice management including internal auditing, public
accounting, financial advisory services and strategic planning services
at Coopers and Lybrand, Boston, MA and at Strategic Planning Group,
Boston, MA.

     From June 2004 until September 2004 he was employed as a Division
Director, Management Resources, by Robert Half International, Inc.,
which specialized in providing accounting, finance and business
professionals on a project basis.

     From July 2000 until December 2003 he was the President and Chief
Executive Officer for Signet Technologies, Inc., a collaboration
solutions company based in Boston, MA serving the needs of Fortune 1000
customers and educational institutions.  As the founder and chief
executive, Mr. Shah built the company from ground up from raising
capital, hiring key employees, creating marketing campaigns and
corporate branding to acquiring Fortune 500 clients.

     From December 1998 to June 2000, he was the Chief Financial Officer
of Groupcomm Systems, Inc., a Boston-based systems integration company.
As a key member of the executive team, he rebuilt this company from the
verge of bankruptcy increasing its revenues by 60% and returning it to
profitability.

     From June 1994 to November 1998, Mr. Shah was the founder and
principal of Strategic Planning Group, a management consulting firm
providing strategic planning, asset valuation, due diligence and
business process reengineering services.

     From October 1989 to May 1994, Mr. Shah held various audit and
management consulting positions at Coopers and Lybrand.

                                      39
<PAGE>

     Mr. Shah received his Bachelors Degree with Honors in business in
1984 from St. Xavier's College, Calcutta, India.  He received his MBA
degree in 1989 from the University of Rhode Island.  Mr. Shah has also
received professional designations as a Chartered Accountant from The
Indian Institute of Chartered Accountants in India in 1986 and a CPA
from the Commonwealth of Massachusetts in 1990.

Board Committees and Advisors

     In August 2003 our board created an Audit Committee and a
Compensation Committee.  Douglas Wadkins and Dr. Avtar Singh Ranshi
currently serve on each committee.  Mr. Wadkins is chair of the
compensation committee and Dr. Ranshi is chair of the audit committee.
Our board of directors has determined that we do not have an audit
committee financial expert serving on our Audit Committee.  Our board
has determined that the need for an audit committee financial expert
during our initial phase of operations does not warrant the expense to
retain such an expert.

     In October 2003 we established an advisory board to assist
management in its business goals.  Luan Dang was appointed to the
advisory board as its initial member.  As compensation to him for
accepting this appointment, we granted to him options to purchase 37,500
shares at $.75 per share.  The options vest at the rate of 1/12th per
quarter over three years.  The options were granted under our 2002 Stock
Option/Stock Issuance Plan.

     On March 10, 2004, we created a Disclosure Committee composed of
our President, Chairman, and Chair of our Audit Committee.  The purpose
of the Disclosure Committee is to assist our principal executive officer
and the principal financial officer in fulfilling their responsibility
for oversight of the accuracy and timeliness of disclosures made by us
in our period reports.

Stockholder Communications

     We do not have a standing nominating committee; recommendations for
candidates to stand for election as directors are made by the Board of
Directors.  Our current policy is to permit security holders to
recommend candidates for election as directors and to provide for a
process for stockholders to send communications to the Board of
Directors.  Stockholders may send communications to the Board of
Directors by contacting our President, Mr. Mudan, in one of the
following ways:

       *  In writing at 170 Newport Center Drive, Suite 220, Newport
          Beach, CA  92660;
       *  By e-mail at suki@caneum.com.

     The President will submit each communication received to the Board
of Directors at the next regular meeting.

                                      40
<PAGE>

Code of Ethics

     We have adopted a Code of Ethics which applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.

                       ITEM 10.  EXECUTIVE COMPENSATION

Compensation of Executive Officers

     Summary Compensation Table.  The following table sets forth
information concerning the annual and long-term compensation awarded to,
earned by, or paid to the named executive officer for all services
rendered in all capacities to our company for the years ended December 31,
2004, 2003, and 2002:
<TABLE>
                          SUMMARY COMPENSATION TABLE
                                                                        Long-Term Compensation
                               Annual Compensation                  Awards                 Payouts
                        ----------------------------------  ----------------------  ---------------------
<S>               <C>   <C>       <C>         <C>           <C>         <C>         <C>      <C>
                                                                        Securities
                                                 Other      Restricted  Underlying
    Name &                                      Annual        Stock      Options/    LTIP     All Other
   Principal             Salary     Bonus     Compensation   Award(s)      SARS     Payouts  Compensation
   Position       Year    ($)        ($)          ($)          ($)         (#)        ($)        ($)
----------------  ----  --------  ----------  ------------  ----------  ----------  -------  ------------
Sukhibir Singh    2004  $120,000  $32,401(1)   $12,919(2)      -0-      1,000,000     -0-        -0-
Mudan,            2003   $53,534      -0-       $6,468(3)      -0-           -0-      -0-        -0-
President (CEO)   2002      -0-       -0-          -0-         -0-           -0-      -0-        -0-


Gary D. Allhusen, 2004   $93,692      -0-       $9,689(2)      -0-        750,000     -0-        -0-
Executive         2003      -0-       -0-          -0-         -0-           -0-      -0-        -0-
Vice-Presient     2002      -0-       -0-          -0-         -0-           -0-      -0-        -0-
</TABLE>
__________
     (1)  At the discretion of the compensation committee, the bonus was
issued as 13,065 shares of common stock with a fair market value of
$2.48 per share on the date of issuance.
     (2)  This figure includes insurance premiums paid by us for
medical, dental, and vision healthcare coverage for Mr. Mudan and
Mr. Allhusen during 2004.
     (3)  This figure includes insurance premiums paid by us for
medical, dental, and vision healthcare coverage for Mr. Mudan during the
final six months of 2003; no premiums were paid during the first half of
2003.

     Option Grants Table.  The following table sets forth information
concerning individual grants of stock options to purchase our common
stock made to the executive officers named in the Summary Compensation
Table during the fiscal year ended December 31, 2004.

                                      41
<PAGE>

                      OPTIONS GRANTS IN LAST FISCAL YEAR
                             (Individual Grants)
<TABLE>
<S>                   <C>                   <C>                 <C>          <C>
                      Number of securities   Percent of total
                       underlying options   options granted to  Exercise or
                            granted         employees in last   base price
Name                          (#)              fiscal year       ($/Share)   Expiration date
--------------------  --------------------  ------------------  -----------  ---------------
Sukhibir Singh Mudan          -0-
Gary D. Allhusen            750,000                32%             $0.75     March 17, 2009
</TABLE>

     Aggregated Option Exercises and Fiscal Year-End Option Value Table.
The following table sets forth certain information regarding stock
options exercised during the fiscal year ended December 31, 2004, and
held as of December 31, 2004, by the executive officers named in the
Summary Compensation Table.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<S>                  <C>              <C>           <C>                  <C>
                                                    Number of Securities
                                                        Underlying       Value of Unexercised
                                                    Unexercised Options  In-the-Money Options
                                                     at Fiscal Year-      at Fiscal Year-End
                                                          End(1)              End($)(1)
                                                    ------------------  ----------------------
                     Shares acquired  Value           Exercisable/           Exercisable/
       Name          on exercise (#)  realized ($)    Unexercisable          Unexercisable
-------------------  ---------------  ------------  ------------------  ----------------------
Sukhbir Singh Mudan        -0-            -0-        583,333/416,667     $1,020,833/$729,167(1)
Gary D. Allhusen           -0-            -0-        316,667/433,333      $490,834/$671,666(1)
</TABLE>
__________
     (1) At December 31, 2004, the fair market value of the shares
underlying the unexercised options was $2.30 per share.

Employment and Consulting Contracts

     On October 28, 2003, our Compensation Committee approved employment
agreements with Sukhbir Singh Mudan, our President, and Alan S.
Knitowski, our Chairman.  The following description sets forth the
material individual terms of these agreements:

  *  Sukhbir Singh Mudan.  The initial period of the employment
     agreement for Mr. Mudan is three years.  Beginning on the
     expiration date, and on each anniversary thereafter, unless it is
     terminated earlier as provided therein or Caneum delivers written
     notice to Mr. Mudan of its intention not to extend the Agreement at
     least ninety days before such anniversary date, the term of the
     employment agreement will automatically be extended for one
     additional year.  He is required to devote not less than 75% of his
     business time to the business of Caneum.  His base salary is
     $120,000 per annum.  He received options to purchase 1,000,000
     shares at $.55 per share as additional compensation for entering
     into the agreement.  Of these options, 83,333 vested on June 30,
     2003 and the reminder vest at the rate of 83,333 for each operating
     quarter in which the gross revenue for such quarter exceeds the
     gross revenue of the prior quarter, and/or 83,333 for each $250,000
     in gross revenue generated cumulatively in the aggregate since
     inception of the company.

                                      42
<PAGE>

     Any unvested options will vest on December 31, 2006.  At March 8,
     2005, a total of 750,000 of his options had vested.  On October 26,
     2004, the Compensation Committee granted 13,065 restricted shares
     to Mr. Mudan as a performance bonus for 2004.  These shares vested
     on January 2, 2005.

  *  Alan S. Knitowski.  The employment agreement with Mr. Knitowski
     will continue until terminated by one of the parties as provided
     therein.  Mr. Knitowski is required to devote his best efforts to
     performing well all duties that Caneum may reasonably assign to him
     from time to time during the term of the agreement, but he will not
     be required to devote in excess of 25% of his business time and
     effort to providing these services.  His base salary is $120,000
     per annum.  He received options to purchase 1,000,000 shares at
     $.55 per share as additional compensation for entering into the
     agreement.  Of these options, 83,333 vested on June 30, 2003 and
     the reminder vest at the rate of 83,333 for each operating quarter
     in which the gross revenue for such quarter exceeds the gross
     revenue of the prior quarter, and/or 83,333 for each $250,000 in
     gross revenue generated cumulatively in the aggregate since
     inception of the company.  Any unvested options will vest on
     December 31, 2006.  At March 8, 2005, a total of 750,000 of his
     options had vested.  On October 26, 2004, the Compensation
     Committee granted 14,033 restricted shares to Mr. Knitowski as a
     performance bonus for 2004.  These shares vested on January 2,
     2005.

     On March 17, 2004, our Compensation Committee approved an
employment agreement with our Executive Vice-President, Gary D.
Allhusen.  The initial period of the employment agreement for
Mr. Allhusen is three years.  Beginning on the initial expiration date,
and on each anniversary thereafter, unless it is terminated earlier as
provided therein or Caneum delivers written notice to Mr. Allhusen of
its intention not to extend the employment agreement at least ninety
days before such anniversary date, the term of the employment agreement
will automatically be extended for one additional year.  He is required
to devote 100% of his business time to the business of Caneum.  His base
salary is $120,000 per annum.  He received options to purchase 750,000
shares at $.75 per share as additional compensation for entering into
the agreement.  Of the first 500,000 options, 41,667 vested on March 17,
2004; beginning with the operating quarter ending March 31, 2004, 41,667
will vest each operating quarter in which the gross revenue for such
quarter exceeds the gross revenue of the prior quarter, and/or 41,667
for each $250,000 in aggregate revenues Caneum achieves from
non-acquisition generated revenues; and immediately on September 17,
2006.  The remaining 250,000 options will vest at the rate of 6,250 per
$125,000 of new top line revenue that he delivers to Caneum, with the
lone requirement that it must be profitable revenue in accordance with
Caneum policies/guidelines, which have not yet been established, and any
of these options which are unvested on September 17, 2006, will
immediately vest.  At March 8, 2005, a total of 316,667 of his options
had vested.

     Each of the employment agreements for the above named individuals
contains the following provisions which apply to each of the parties:

  *  Each employee, except Mr. Allhusen, is eligible to receive an
     annual performance bonus between 25% and 100% of the then
     applicable base salary upon achievement of annual performance
     objectives payable either in cash or stock.  For 2004 no

                                      43
<PAGE>

     specific performance bonuses were established, but bonuses were granted
     by the Compensation Committee based on a review of the employee's
     performance during 2004.  Performance bonuses for 2004 were paid in
     common stock of Caneum only and no cash bonuses were granted.
     Performance objectives for subsequent years will be established by
     the Chairman, and in the case of performance objectives for the
     Chairman, by the compensation committee, for each calendar year
     beginning with the year ending December 31, 2005.  These
     performance objectives have not yet been established.

  *  Each employee, together with his spouse and dependents, is entitled
     to participate in any employee benefit plans maintained by the
     Company of general applicability to other senior executives,
     including, without limitation, group medical, dental, vision,
     disability, life insurance, flexible-spending account, 401(k) and
     other plans.

  *  The employee is entitled to four weeks paid vacation per year.

  *  Each agreement contains customary termination provisions.  The
     agreements will be terminated by Caneum due to the death or
     disability of the employee, in which event Caneum shall pay the
     base salary through the date of termination and all unexercised
     options will immediately vest.  The agreement may also be
     terminated by Caneum for cause, in which event Caneum will pay the
     base salary through the date of termination, but all unexercised
     options shall lapse.  Caneum may also terminate the agreements
     without cause upon ninety days' notice, in which event Caneum will
     pay the base salary through the date of termination, and all
     unexercised options will immediately vest, except in the case of
     Mr. Allhusen for whom only one-half of the unexercised options will
     vest.  The employee may terminate the employment agreement at any
     time, in which event Caneum will pay the base salary through the
     date of termination, but all unexercised options shall lapse.

  *  Each agreement also contains certain confidentiality covenants, but
     does not contain non-competition or anti-piracy provisions.

  *  Each agreement contains covenants that for a period of twelve
     months following termination of employment, the employee will not
     solicit another employee to leave Caneum.

     On March 4, 2005, our audit committee approved a consulting
agreement with our Vice-Chairman, Robert F. Mitro.  Mr. Mitro originally
provided services pursuant to an employment agreement approved on
October 28, 2003, but the current consulting agreement replaces it in
its entirety.  The initial period of the consulting agreement for
Mr. Mitro is until October 23, 2006.  Beginning on the initial expiration
date, and on each anniversary thereafter, unless it is terminated
earlier as provided therein or Caneum delivers written notice to
Mr. Mitro of its intention not to extend the employment agreement at least
ninety days before such anniversary date, the term of the employment
agreement will automatically be extended for one additional year.
During the term of the consulting agreement, Mr. Mitro will provide
services at the request of the President, CEO, or the board, relating to
strategic planning, corporate and

                                      44
<PAGE>

product development, and general business and financial matters, and at
least initially will serve as Vice-Chairman.  He will not be required to
devote in excess of 25% of his time to these duties.  His base salary is
$60,000 per annum, payable in common stock at a price per share equal to
the average bid price of Caneum's common stock for the prior 20 business
days prior to the end of each month.  Pursuant to his original employment
agreement, Mr. Mitro received options to purchase 750,000 shares at $.55
per share as additional compensation for entering into the agreement.  Of
these options, 62,500 vested on June 30, 2003 and the reminder vest at the
rate of 62,500 for each operating quarter in which the gross revenue for
such quarter exceeds the gross revenue of the prior quarter, and/or
62,500 for each $250,000 in gross revenue generated cumulatively in the
aggregate since inception of the company.  Any unvested options will
vest on December 31, 2006.  At March 8, 2005, a total of 562,500 options
had vested.  On October 26, 2004, the Compensation Committee granted
6,049 restricted shares to Mr. Mitro as a performance bonus for 2004.
These shares vested on January 2, 2005.  Pursuant to the terms of his
consulting agreement, these options will continue in effect.

Compensation of Directors

     Standard Arrangements for Outside Directors.  Directors are
permitted to receive fixed fees and other compensation for their
services as directors, as determined by our board of directors.  The
board has adopted a policy to compensate non-employee directors.  Each
such director receives options for each year of service.  At the
commencement of each year of service as a non-employee director, the
person receives options to purchase 25,000 shares.  The options are
exercisable at market value on the date of grant based upon the average
closing bid price for the ten trading days immediately preceding
appointment or the anniversary date.  The board also grants annual
options to purchase 10,000 shares for these directors to serve on a
committee of the board, and 5,000 shares to chair the committee.  These
options vest as to 25% of the options every three months, starting on the
date of grant.  They expire five years from the date of grant.

     Pursuant to our standard arrangements for outside directors, on
July 28, 2004, our board of directors granted to Douglas L. Wadkins, one
of our outside directors, stock options to purchase 50,000 shares.
These options were granted in connection with his appointment as a
director and for his appointment to the audit and compensation
committees, and as chairman of the compensation committee.  The options
were granted pursuant to our Stock Option/Stock Issuance Plan.  The
options are exercisable at $3.00 per share and expire five years from
the date of grant.  The options vest at the rate of 25% at the end of
each three-month period from the date of grant.

     Also pursuant to our standard arrangements for outside directors,
on August 14, 2004, our board of directors granted to Avtar Ranshi, one
of our outside directors, stock options to purchase 50,000 shares.
These options were granted in connection with his yearly service as an
director and for his appointment to the audit and compensation
committees, and as chairman of the audit committee.  The options were
granted pursuant to our Stock Option/Stock Issuance Plan.  The options
are exercisable at $2.40 per share and expire five years from the date
of grant.  The options vest at the rate of 25% at the end of each
three-month period from the date of grant.

                                      45
<PAGE>

     Other Arrangements.  Pursuant to their employment agreements,
Sukhbir Singh Mudan, Alan S. Knitowski, and Robert Mitro, three of our
directors, were granted stock bonuses by the Compensation Committee.
Mr. Mudan received 13,065 shares, Mr. Knitowski received 14,033 shares,
and Mr. Mitro received 6,049 shares.  The shares were granted on October 26,
2004, and vested on January 2, 2005.

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                        AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information from reports
filed by the named parties, or furnished by current management,
concerning the ownership of our common stock as of March 8, 2005, of
(i) each person who is known to us to be the beneficial owner of more than
5 percent of our common stock; (ii) all directors and executive officers;
and (iii) our directors and executive officers as a group:

                                   Amount and Nature
Name and Address                   of Beneficial
of Beneficial Owner                Ownership (1)         Percent of Class

Sukhbir Singh Mudan                1,014,097(2)          19.64%
13542 Caminito Carmel
Del Mar, CA 92014

Alan S. Knitowski                  1,130,700(3)          21.90%
170 Newport Center Drive
Suite 220
Newport Beach, CA  92660

Robert F. Mitro                    1,170,397(4)          23.52%
20 East Main Street
Suite 19
Los Gatos, CA  95030

Avtar Singh Ranshi                 187,500(5)            4.17%
66 Marshals Drive
St. Albans, Hertfordshire
UK  ALI 4RF

Gary D. Allhusen                   316,667(6)            6.69%
170 Newport Center Drive
Suite 220
Newport Beach, CA  92660

                                      46
<PAGE>

Douglas L. Wadkins                 137,500(7)            3.09%
170 Newport Center Drive
Suite 220
Newport Beach, CA  92660

Executive Officers and             3,956,861             57.27%
Directors as a Group
(6 Persons)

Jason Daggett                      375,333(8)            8.4%
4080 Paradise Rd.
Suite 15-168
Las Vegas, NV 89109

Trymetris Capital Fund I, LLC      320,333(8)            7.26%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660
___________
     (1)  This table is based upon information supplied by officers,
directors and principal stockholders and Schedules 13D and 13G filed
with the Securities and Exchange Commission.  Unless otherwise indicated
in the footnotes to this table, and subject to community property laws
where applicable, we believe that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned.  Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to
securities.  Beneficial ownership also includes shares of stock subject
to options and warrants currently exercisable or exercisable within 60
days of the date of this table.  Applicable percentages are based on
4,414,100 shares of our common stock outstanding on March 8, 2005.
     (2)  Mr. Mudan holds vested options to purchase 750,000 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Mudan.
     (3)  These shares are held of record by a family trust controlled
by Mr. Knitowski.  Mr. Knitowski holds vested options to purchase
750,000 shares which are exercisable within sixty days.  The shares
underlying these options are included in the table and are considered to
be outstanding for purposes of computing the percentage interest held by
Mr. Knitowski.
     (4)  These shares are held of record by a living trust controlled
by Mr. Mitro.  Mr. Mitro holds vested options to purchase 562,500 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Mitro.
     (5)  Dr. Ranshi holds vested options to purchase 82,500 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Dr. Ranshi.

                                      47
<PAGE>

     (6)  Mr. Allhusen holds vested options to purchase 316,667 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Allhusen.
     (7)  Mr. Wadkins holds vested options to purchase 37,500 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Wadkins.
     (8)  Mr. Daggett holds vested options to purchase 55,000 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Daggett.
The remaining 320,333 shares are held of record by Trymetris Capital
Fund I, LLC, a private investment fund.  Mr. Daggett and Alan S.
Knitowski, our Chairman, are the managing members of the limited
liability company which manages the fund, although Mr. Knitowski has no
power to vote or dispose of the shares of Caneum owned by the fund.

2002 Stock Option/Stock Issuance Plan

     On December 18, 2002, our Board of Directors adopted the 2002 Stock
Option/Stock Issuance Plan.  Our shareholders approved the plan in June
of 2003.  The purpose of the plan is to provide eligible persons an
opportunity to acquire a proprietary interest in our company and as an
incentive to remain in the service of the company.

     There were 3,000,000 shares of common stock initially authorized
for nonstatutory and incentive stock options and stock grants under the
plan, which are subject to adjustment in the event of stock splits,
stock dividends, and other situations.  On March 10, 2004, the Board of
Directors authorized an amendment to the plan to increase the number of
shares of common stock under the plan to 7,500,000, subject to
shareholder approval.  The shareholders approved the increase on
February 28, 2005.

     The plan is administered by our Compensation Committee, which is
composed of Douglas Wadkins and Avtar Singh Ranshi, two of our
directors.

     Participants in the plan are to be selected by the plan
administrator which is currently our Compensation Committee.  The
persons eligible to participate in the plan are as follows:
(a) employees of our company and any of its subsidiaries; (b) non-employee
members of the board or non-employee members of the Board of Directors
of any of its subsidiaries; and (c) consultants and other independent
advisors who provide services to our company or any of its subsidiaries.
Options may be granted, or shares issued, only to consultants or
advisors who are natural persons and who provide bona fide services to
our company or one of its subsidiaries, provided that the services are
not in connection with the offer or sale of securities in a
capital-raising transaction, and do not directly or indirectly promote
or maintain a market for our securities.

     The plan will continue in effect until all of the stock available
for grant or issuance has been acquired through exercise of options or
grants of shares, or until December 1, 2012, whichever is earlier.  The
plan may also be terminated in the event of certain corporate
transactions such as a merger or consolidation or the sale, transfer or
other disposition of all or substantially all of our assets.

                                      48
<PAGE>

     Stock option awards under the plan consist of nonstatutory stock
options (NSOs) and incentive stock options (ISOs).  ISOs may be granted
only to employees of our company or one of its subsidiaries.

     The purchase price under each option is established by the plan
administrator, but in no event will it be less than 100% of the fair
market value of our common stock for ISOs and 85% for NSOs.  The price
applicable to any option holder who holds more than 10 percent of our
outstanding common stock will be 110% percent of fair market value.  The
aggregate exercise price, plus applicable taxes, are due and payable in
cash or check on the date of the exercise of an option.  However, the
plan administrator may permit payment of the total amount due by a
full-recourse, interest-bearing promissory note; payroll deductions in
installments; shares of common stock valued at fair market value on the
date of exercise of the option; or through a special sale and remittance
procedure through a designated brokerage firm.

     The plan administrator will fix the terms of each option, but no
option can be granted for a term in excess of 10 years.  The term of
such an option will not be longer than five years in the case of any
option holder who holds, on the date of the grant of an ISO, more than
10% of our outstanding common stock.  Upon termination of services, the
option holder will have a limited time in which to exercise vested
options.  The plan administrator will not impose a vesting schedule upon
any options granted which provides for exercise of an option for less
than 20 percent of the shares subject to the option and with an initial
installment for vesting which is fixed for a longer period than one year
from the date of grant of the option.

     During the lifetime of the person to whom an option has been
granted, only that person has the right to exercise the option and that
person cannot assign, encumber or transfer any right to the option.
Upon the death of the person to whom an option has been granted, the
option may be exercised only by those persons who inherit from the
holder of the option by will or under the applicable laws of descent and
distribution.

     The plan administrator has the authority, with the consent of the
option holder affected, to cancel outstanding options and to grant in
substitution therefore new options covering the same or a different
number of shares of common stock at an exercise price per share based
upon the fair market value per share of such stock on the date of the
grant of a new option.

     At the discretion of the plan administrator, the consideration
provided for the issuance of shares of common stock under the stock
issuance plan will be satisfied in one or more of the following ways, or
combinations thereof:  (a) in cash or check payable to us; (b) issuing
of a full-recourse promissory note; (c) payroll deductions in
installments; (d) past services rendered to us or one of our
subsidiaries; or (e) the agreement of a participant to accept employment
and the undertaking and performance of services with or to us or one of
our subsidiaries.

     Stock issued under the stock issuance plan may vest immediately or
upon terms established by the plan administrator, provided that at least
20 percent of the total shares subject to a vesting schedule will fully
vest in each calendar year on the anniversary date of the issuance of
the shares.

                                      49
<PAGE>

     Irrespective of whether a participant's shares are vested or are
held in escrow, a participant to whom shares under the stock issuance
plan have been issued will have the right to vote those shares and to
receive any regular cash dividends paid on those shares.

     If employment with or service to us terminates for whatever cause
at a time when the participant holds unvested shares issued under the
stock issuance plan, those shares will be immediately surrendered to us
and cancelled.  In the event the participant paid for the shares
surrendered in cash or cash equivalent, the amount of that consideration
will be repaid.  In the event that the participant furnished a
promissory note in payment of shares surrendered, the remaining balance
of that note attributable to the surrendered shares will be cancelled.
In the sole discretion of the plan administrator, the surrender and
cancellation of any unvested shares issued under the stock issuance plan
may be waived at any time by the plan administrator subject to such
terms and conditions or on no terms and conditions as the plan
administrator may determine.

Equity Compensation Plan Information

     The following table sets forth as of the most recent fiscal year
ended December 31, 2004, certain information with respect to
compensation plans (including individual compensation arrangements)
under which our common stock is authorized for issuance:
<TABLE>
<S>                           <C>                      <C>                   <C>
                                                                             Number of securities remaining
                              Number of securities to  Weighted-average      available for future issuance
                              be issued upon exercise  exercise price of     under equity compensation plans
                              of outstanding options,  outstanding options,  (excluding securities reflected
                              warrants and rights      warrants and rights   in column (a) and (b))
                                        (a)                    (b)                         (c)
                              -----------------------  --------------------  -------------------------------
Equity compensation plans
approved by security holders       3,990,000(1)               $0.67                    3,510,000(1)

Equity compensation plans not
approved by security holders             -0-                   -0-                         -0-

     Total                         3,990,000                  $0.67                    3,510,000
</TABLE>
____________
     (1) On February 28, 2005, our 2002 Stock Option/Stock Issuance Plan
was amended to increase the number of shares authorized under the plan
from 3,000,000 to 7,500,000.  The foregoing table reflects this
amendment to the plan.

           ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Eric Chess Bronk was a founder of our company.  He was a director
from the organization of the company on March 23, 2000, until December 19,
2002.  Mr. Bronk served as president from March 23, 2000, until
August 1, 2002, and he served as treasurer from March 23, 2000, until
December 19, 2002.  In connection with our organization in 2000, Mr. Bronk
received 190,000 shares for services rendered to us, which services were
valued at $1,900.

     Mr. Bronk is the sole managing member of Cygni Capital LLC, and
Jason Daggett, a shareholder named in Item 11 above, is a vice-president
and non-managing member of this

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<PAGE>

entity.  Cygni Capital subleases office space to us on a month-to-month
basis for $1,400 per month and provides office services to us for $450
per month pursuant to a Management Services Agreement for office services
which is terminable upon 30 days' notice by either party.  Cygni Capital
also provides business and financial consultant services to us for $5,000
per month in an oral arrangement which is terminable at any time by either
party.  On June 14, 2002, Cygni Capital loaned to us $1,862, and on
December 31, 2002, loaned $3,725, for operating expenses.  These loans were
repaid, with interest at 10% per annum, on June 1, 2003.

     Mr. Bronk is also a director of Rigel Funds Management, Ltd.,
formerly known as Mezzanine Fund Management Ltd.  On March 27, 2000,
Rigel loaned $9,000 to us.  This loan was repaid, with interest at 10%
per annum, on June 1, 2003.

     On May 2, 2001, Mezzanine Investment Corporation, a corporation of
which Mr. Bronk is the sole officer and director, loaned $3,500 to us.
This loan was repaid, with interest at 12% per annum, on June 1, 2003.

     On August 1, 2001, Procyon Corporation, a corporation of which Mr.
Bronk is a shareholder, loaned $5,000 to us.  This loan was repaid, with
interest at 12% per annum, on June 1, 2003.

     On November 2, 2001, we loaned $750 to Trycera Financial, Inc.,
formerly Whitelight Technologies, Inc., a corporation of which Mr. Bronk
previously the president and sole director.  This loan was repaid to us,
with interest at 10% per annum, on June 1, 2003.

     On November 15, 2001, we loaned $500 to Cygni Investments, Inc., a
corporation of which Mr. Bronk is a shareholder.  This loan was repaid
to us, with interest at 10% per annum, on June 1, 2003.

     On December 2, 2004, we entered into a one-year investment relations
and corporate public relations agreement with BDR Showalter, Inc.
a company owned by Jason Daggett, a shareholder named in Item 11 above.
The agreement is renewable for additional six-month terms unless otherwise
terminated by either party in writing at least 30 days prior to expiration.
It may be terminated for cause by either party at any time upon 10 days'
prior notice.  Pursuant to the agreement, BDR receives compensation of
$7,500 per month.  The agreement also includes mutual indemnification
provisions.

     On October 28, 2003, we granted to Mr. Bronk five-year options to
purchase 150,000 shares of our common stock at $0.75 per share.  The
options were granted under our Stock Option/Stock Issuance Plan and
37,500 were granted in excess of the number of shares authorized under
the plan at the time of the grant.  The options vest at the rate of
(i) one-twelfth (1/12th) each operating quarter in which the gross revenue
for such quarter exceeds the gross revenue of the prior quarter, and/or
one-twelfth (1/12th) for each $250,000 in gross revenue generated
cumulatively in the aggregate since inception of the company;
(ii) immediately in the event of a Corporate Transaction, as defined in the
2002 Stock Option/Stock Issuance Plan; and, (iii) any unvested options
outstanding at December 31, 2006, shall automatically vest at that time.
Because our Stock Option/Stock Issuance Plan was not amended within one
year of the

                                      51
<PAGE>

grant, the 37,500 options granted in excess of the number of shares
authorized under the plan lapsed.  On February 23, 2005, we entered into
a settlement agreement with Mr. Bronk and issued warrants to purchase
50,000 shares at $0.75 per share.  These warrants were issued to Mr. Bronk
in part to replace the options which lapsed and to reward him for additional
services performed subsequent to the original grant of options.  The
warrants are exercisable immediately and expire on October 28, 2008.  The
exercise price for the warrants may be paid in cash or with shares of our
stock, the warrants, or the cancellation of any debt.

     On May 28, 2004, we granted to Mr. Bronk five-year options to
purchase 100,000 shares of our common stock at $0.75 per share.  The
options were granted under our Stock Option/Stock Issuance Plan.  The
options vest at the rate of (i) one-twelfth (1/12th) each operating
quarter in which the gross revenue for such quarter exceeds the gross
revenue of the prior quarter, and/or one-twelfth (1/12th) for each
$250,000 in gross revenue generated cumulatively in the aggregate since
inception of the company; and (ii) immediately in the event of a
Corporate Transaction, as defined in the 2002 Stock Option/Stock
Issuance Plan.  These options were granted for consulting services.

                              ITEM 13.  EXHIBITS

The following exhibits are included as part of this report:

Exhibit
No.       Description of Exhibit                                     Location

2.2       Merger Agreement dated July 8, 2004, between Caneum
          and Pipeline Software, Inc.                                    (10)
2.2(a)    Amendment dated September 21, 2004, to Merger Agreement
          dated July 8, 2004, between Caneum and Pipeline Software, Inc. (11)
2.2(b)    Amendment dated October 9, 2004, to Merger Agreement
          dated July 8, 2004, between Caneum and Pipeline Software, Inc. (12)
2.2(c)    Amendment dated November 17, 2004, to Merger Agreement
          dated July 8, 2004, between Caneum and Pipeline Software, Inc. (13)
2.2(d)    Termination of Merger Agreement dated July 8, 2004, between
          Caneum and Pipeline Software, Inc.                             (14)
3.1       Articles of Incorporation filed March 1, 2000                   (1)
3.2       Current Bylaws                                                  (9)
3.3       Articles of Amendment filed July 10, 2000                       (2)
3.4       Certificate of Amendment filed March 5, 2003                    (3)
3.5       Certificate of Amendment filed July 21, 2003                    (4)
4.1       Form of Common Stock Certificate                                (1)
4.2       Amended 2002 Stock Option/Stock Issuance Plan*                  (8)
10.1      Promissory Note dated March 27, 2002                            (2)
10.2      Promissory Note dated May 2, 2001                               (2)
10.3      Promissory Note dated August 1, 2001                            (2)
10.4      Promissory Note dated June 14, 2002                             (3)
10.5      Promissory Note dated December 31, 2002                         (3)

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<PAGE>

10.6      Employment Agreement dated October 28, 2003, with
          Sukhbir Singh Mudan*                                            (5)
10.7      Employment Agreement dated October 28, 2003, with
          Alan S. Knitowski*                                              (5)
10.8      Employment Agreement dated October 28, 2003, with
          Robert F. Mitro*                                                (5)
10.9      Employment Agreement dated March 17, 2004, with
          Gary D. Allhusen*                                               (7)
10.10     Sublease dated July 1, 2004, with Cygni Capital LLC        Attached
10.11     Management Services Agreement dated November 1, 2003,
          with Cygni Capital LLC                                          (6)
10.12     Employment Agreement dated effective June 15, 2004,
          with Charlie Sundling                                          (10)
10.12(a)  Amendment dated September 21, 2004, to Employment
          Agreement dated effective June 15, 2004, with
          Charlie Sundling                                               (11)
10.12(b)  Amendment dated October 8, 2004, to Employment
          Agreement dated effective June 15, 2004, with
          Charlie Sundling                                               (12)
10.12(c)  Amendment dated November 17, 2004, to Employment
          Agreement dated effective June 15, 2004, with
          Charlie Sundling                                               (13)
10.12(d)  Termination of Employment Agreement dated effective
          June 15, 2004, with Charlie Sundling                           (14)
10.13     Employment Agreement dated effective June 15, 2004,
          with Raju Patel                                                (10)
10.13(a)  Amendment dated September 21, 2004, to Employment
          Agreement dated effective June 15, 2004, with Raju Patel       (11)
10.13(b)  Amendment dated October 11, 2004, to Employment
          Agreement dated effective June 15, 2004, with Raju Patel       (12)
10.13(c)  Amendment dated November 17, 2004, to Employment
          Agreement dated effective June 15, 2004, with Raju Patel       (13)
10.13(d)  Termination of Employment Agreement dated effective
          June 15, 2004, with Raju Patel                                 (14)
10.14     Investment Relations Agreement dated December 2, 2004,
          with BDR Showalter, Inc.                                   Attached
10.15     Settlement Agreement dated February 23, 2005, with
          Eric Bronk                                                 Attached
10.16     Warrant Certificate dated February 23, 2005, for
          Eric Bronk                                                 Attached
10.17     Consulting Agreement dated February 4, 2005, with
          Robert F. Mitro                                            Attached
14.1      Code of Ethics                                                  (7)
31.1      Rule 13a-14(a) Certification by Principal Executive
          Officer                                                    Attached
31.2      Rule 13a-14(a) Certification by Principal Financial
          Officer                                                    Attached
32        Section 1350 Certification of Principal Executive
          Officer and Principal Financial Officer                    Attached

                                      53
<PAGE>

       *  Represents management contract, or compensatory plan or
          arrangement required to be filed as an exhibit.

     (1) Incorporated by reference from our registration statement on
Form 10-SB filed with the Securities and Exchange Commission on July 21,
2000 (File No.000-30874).
     (2) Incorporated by reference from our 2001 annual report on Form
10-KSB filed with the Securities and Exchange Commission on April 1,
2002 (File No.000-30874).
     (3) Incorporated by reference from our 2002 annual report on Form
10-KSB filed with the Securities and Exchange Commission on March 31,
2003 (File No.000-30874).
     (4) Incorporated by reference from our quarterly report on Form
10-QSB for the quarter ended June 30, 2003, filed with the Securities
and Exchange Commission on August 14, 2003 (File No.000-30874).
     (5) Incorporated by reference from our quarterly report on Form
10-QSB for the quarter ended September 30, 2003, filed with the
Securities and Exchange Commission on November 7, 2003 (File
No.000-30874).
     (6) Incorporated by reference from our first amended registration
statement on Form S-2/A filed with the Securities and Exchange
Commission on December 24, 2003 (File No. 333-110373).
     (7) Incorporated by reference from our 2003 annual report on Form
10-KSB filed with the Securities and Exchange Commission on March 30,
2004 (File No.000-30874).
     (8) Incorporated by reference from our current report on Form 8-K
dated February 28, 2005, filed with the Securities and Exchange
Commission on February 28, 2005 (File No.000-30874).
     (9) Incorporated by reference from our current report on Form 8-K
dated July 28, 2004, filed with the Securities and Exchange Commission
on August 4, 2004 (File No.000-30874).
     (10) Incorporated by reference from our current report on Form 8-K
dated July 8, 2004, filed with the Securities and Exchange Commission on
July 9, 2004 (File No.000-30874).
     (11) Incorporated by reference from our current report on Form 8-K
dated September 21, 2004, filed with the Securities and Exchange
Commission on September 27, 2004 (File No.000-30874).
     (12) Incorporated by reference from our current report on Form 8-K
dated October 8, 2004, filed with the Securities and Exchange Commission
on October 14, 2004 (File No.000-30874).
     (13) Incorporated by reference from our current report on Form 8-K
dated November 17, 2004, filed with the Securities and Exchange
Commission on November 23, 2004 (File No.000-30874).
     (14) Incorporated by reference from our current report on Form 8-K
dated January 4, 2005, filed with the Securities and Exchange Commission
on January 5, 2004 (File No.000-30874).

               ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The review of our financial statements included in our quarterly
reports on Form 10-QSB for the first three quarters of 2003, were
performed by Chisholm, Bierwolf & Nilson LLC, our former independent
auditors.  Haskell & White LLP has served as our independent auditors
for the years ended December 31, 2004 and 2003.

                                      54
<PAGE>

     Audit Fees. The aggregate fees incurred for professional services
rendered for the audit of our annual financial statements for the fiscal
years ended December 31, 2004 and 2003, and the review of the financial
statements included in our Forms 10-QSB for the fiscal years ended
December 31, 2004 and 2003, were $36,500 and $19,600, respectively.

     Audit-Related Fees.  Except as disclosed above, no fees were billed
to us during the fiscal years ended December 31, 2004 or 2003, for
assurance and related services by our auditors that were reasonably
related to the performance of the audit or review of our financial
statements.

     Tax Fees.  The aggregate fees incurred by us for tax compliance,
tax consulting, and tax planning services by our auditors for the fiscal
years ended December 31, 2004 and 2003, were $5,920 and $3,000,
respectively.  The foregoing tax-related services include review and
preparation of tax returns.

     All Other Fees.  During the year ended December 31, 2004, the audit
fees billed by our auditors for the audit of the Pipeline Software, Inc.
financial statements were $48,300.  In addition, our auditors billed us
$8,590 for assistance with the related proxy statement and SEC comments
in the Pipeline transaction.  No other fees were incurred during 2004
and 2003 for services rendered to us by our auditors, other than those
services covered in the sections captioned "Audit Fees," "Audit-Related
Fees," and "Tax Fees."

     Our Audit Committee was created on August 14, 2003.  Prior to that
date the function of overseeing our accounting and financial reporting
processes, and the audits of our financial statements, was performed by
our board of directors.

     Our Audit Committee has considered whether the non-audit services
provided by our auditors to us are compatible with maintaining the
independence of our auditors and concluded that the independence of our
auditors is not compromised by the provision of such services.  Our
Audit Committee pre-approves all auditing services and permitted
non-audit services, including the fees and terms of those services, to
be performed for us by its independent auditor prior to engagement.

                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        Caneum, Inc.

Date:  March 31, 2005                   By: /s/ Sukhbir Singh Mudan
                                        Sukhbir Singh Mudan, President
                                        (Principal Executive Officer)

                                      55
<PAGE>

     In accordance with the Exchange Act, this report has been signed
below by the following person on behalf of the registrant and in the
capacities and on the dates indicated.

Date:  March 31, 2005                   /s/ Sukhbir Singh Mudan
                                        Sukhbir Singh Mudan, Director and
                                        Treasurer (Principal Financial
                                        Officer, and Principal Accounting
                                        Officer)


Date:  March 31, 2005                   /s/ Douglas Wadkins
                                        Douglas Wadins, Director

Date:  March 31, 2005                   /s/ Avtar Signh Ranshi
                                        Dr. Avtar Singh Ranshi, Director

Date:  March 31, 2005                   /s/ Robert F. Mitro
                                        Robert F. Mitro, Director

Date:  March 31, 2005                   /s/ Alan S. Knitowski
                                        Alan S. Knitowski, Director



                                      56