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): March 17, 2006
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 8.01 Other Events
* Pursuant to the terms of the Consulting Agreement with Robert Mitro, we
issued 5,814 shares of common stock for services provided in the month
of February. The shares were issued 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. Mr. Mitro was an accredited investor as defined in
Rule 501 of Regulation D at the time of each issuance. Mr. Mitro
delivered appropriate investment representations with respect to the
issuance and consented to the imposition of restrictive legends upon the
certificate evidencing such 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. He 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 January 2, 2006 we initiated an offering of up to 1,700,000 shares of
common stock for gross proceeds of $1,275,000. Each investor will also
receive stock purchase warrants at a rate of 50% of the shares
purchased. The warrants are exercisable through March 31, 2013 at $1.00
with certain incentive discounts to the exercise price available through
March 31, 2010. These shares were 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. The additional investors are:
Number Number
Name of Shares of Warrants Amount
---- --------- ----------- ------
Roger Goulette 33,333 16,667 $25,000
Luyen Dang 66,667 33,333 $50,000
The investors were accredited investors as defined in Rule 501 of
Regulation D at the time of the purchase. The investors 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 and warrants. The investors
represented that they 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. The
investors also represented that they 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. The investors further represented that they had been
afforded the opportunity to ask questions of our management and to
receive answers concerning the terms and conditions of the transaction.
No underwriting discounts or commissions were paid in connection with
the sale of these shares.
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* On February 17, 2006, our compensation committee approved an engagement
agreement with Ronald Vance, our secretary and outside counsel.
Pursuant to the terms of that engagement agreement we granted 5,813
shares to Mr. Vance for services rendered. All of the shares were
granted 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. Vance was a sophisticated
investor as defined in Rule 501 of Regulation D at the time of the
granting. He delivered appropriate investment representations with
respect to this issuance and consented to the imposition of restrictive
legends upon the certificate 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. Vance
was provided access to information similar to the type of information
which would be included in a prospectus and was also afforded the
opportunity to ask questions of our management and to receive answers
concerning the terms and conditions of the issuance. No underwriting
discounts or commissions were paid in connection with the issuance.
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: March 17, 2006 By /s/ Sukhbir Singh Mudan
Sukhbir Singh Mudan, President
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