SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM 8-K

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


      Date of report (Date of earliest event reported):  May 2, 2005

                               CANEUM, INC.
            (Exact Name of Registrant as Specified in Charter)


     NEVADA                        000-30874           33-0916900
(State or Other Jurisdiction       (Commission         (IRS Employer
of Incorporation)                  File Number)        Identification No.)


170 Newport Center Drive, Suite 220, Newport Beach, CA     92660
(Address of Principal Executive Offices)                   (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

     [ ]  Written communications pursuant to Rule 425 under the Securities Act

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
          the Exchange Act

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
          the Exchange Act

Item 5.02 Election of Directors

     On April 29, 2005, Douglas Wadkins tendered his resignation as a
director of Caneum.  Mr. Wadkins had also served on our Audit and
Compensation Committees and had chaired the Compensation Committee.  Of the
total options granted to Mr. Wadkins for service as a director



and serving on and chairing a committee, 12,500 lapsed as a result of his
resignation.  Contemporaneous with his resignation from the board, Mr. Wadkins
was appointed to our Advisory Board.  As a result of such appointment, we
granted to him five-year options to purchase 37,500 shares of our common
stock.  The options will vest at the rate of 1/12th per quarter over three
years beginning May 2, 2005.  The exercise price of the options is $1.488
per share.

     On May 2, 2005, Luan Dang, a member of our Advisory Board, was
appointed as a director to serve for the unexpired term of Mr. Wadkins.
Mr. Dang was also appointed to our Audit and Compensation Committees and
was selected to chair the Compensation Committee.  For accepting
appointment as an outside director and for his appointment to the
committees and for chairing a committee, Mr. Dang received five-year
options to purchase 50,000 shares of our common stock.  The options will
vest as to 25% of the options every three months, starting May 2, 2005.
The exercise price of the options is $1.488 per share.  As a result of this
appointment, Mr. Dang resigned from our Advisory Board.  Of the total
options granted to Mr. Dang for service on our Advisory Board, 18,750
lapsed as a result of his resignation.

     Mr. Dang was a director of engineering for Cisco Systems from November
2000 until February 2005, overseeing the development of VoIP products and
strategies and the next generation SIP call control.  From February 1999
until November 2000 he co-founded and was employed by Vovida Networks, a
software development firm for VoIP, as CTO and senior vice-president.  From
1999 to 2002, Mr. Dang served as a member of the Technical Advisory Council
for the International Softswitch Consortium, which has become the
International Packet Communications Consortium.  In addition to filing two
telephony patents for voice-over-IP in 1999 and caller IP in 1998, he holds
a patent on display screen management apparatus in 1997.  Mr. Dang received
his Bachelor of Science degree in computer science from the University of
California at San Diego in 1992.  He received his Masters of Science degree
in computer science from Stanford University in 1996.  Mr. Dang has been an
honored speaker at national and international conferences in the telecom
industry, including acting as Chairman of the Media Gateway Control 2000
Conference in La Defense, France.  Mr. Dang is also a director of Trycera
Financial, Inc., a reporting company with the SEC.  He is also an advisor
to Trymetris Capital Management LLC, a private investment fund and
shareholder of our company.   Mr. Jason Daggett, another shareholder of our
company, and Alan S. Knitowski, our Chairman, are the managing members of
the limited liability company which manages this fund.  Mr. Dang is 33
years old.

     At May 5, 2005, Caneum had a total of 4,417,326 shares outstanding.
Mr. Dang beneficially owned 223,750 shares of our common stock, or 5.04% of
the total outstanding shares at May 5, 2005.  Of the total shares
beneficially owned by him, 95,000 were held by him as trustee of a
children's trust for Alan Knitowski, our Chairman.  As to these shares,
Mr. Dang has voting rights but has no pecuniary interest.  Mr. Dang also holds
options to purchase 18,750 shares, which options are either currently
exercisable or will be exercisable within sixty days of the date of this
report.  The shares underlying these options are included in the number of
shares beneficially owned by Mr. Dang and are treated as outstanding for
purposes of determining the percentage interest he holds in the outstanding
shares.

                                     2


                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   Caneum, Inc.

Date:  May 6, 2005                 By /s/ Gary Allhusen
                                      Gary Allhusen, Executive Vice-President