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

SCHEDULE 14C

INFORMATION REQUIRED IN INFORMATION STATEMENT

Information statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Information [ ] Confidential, for Use of the Commission
Statement Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Information statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
paragraph 240.14a-12

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(4) Date Filed:

CANEUM, INC.
170 Newport Center Drive
Suite 220
Newport Beach, CA 92660

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

INFORMATION STATEMENT

This information statement is being furnished in connection with action
taken by shareholders holding a majority of the voting power of our company.
On April 27, 2006, shareholders owning 3,087,554 shares, or 50.5% of the
total outstanding shares on such date, approved an amendment to our 2002
Stock Option/Stock Issuance Plan to increase the number of shares under the
plan from 7,500,000 to 15,000,000. The amendment to the plan will be
effective twenty days following the mailing of this information statement.

There will not be a meeting of shareholders and none is required under
Nevada General Corporation Law when an action has been approved by written
consent of the holders of a majority of the outstanding shares of our common
stock.

This information statement is first being mailed to shareholders of
Caneum on or about May 19, 2006, to the holders of our outstanding common
stock as of April 27, 2006, the date the shareholder written consent was
signed and delivered to us. At April 27, 2006, we had 6,117,045 shares of
our common stock outstanding. Holders of the common stock are entitled to
cast one vote for each share of common stock then registered in such holder's
name.

=============================================================================
AMENDMENT TO THE 2002 STOCK OPTION/STOCK ISSUANCE PLAN
=============================================================================

Background

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 Plan provides for the granting of stock options or the issuance of
restricted stock to the employees, officers, and consultants of our company.
This is our only stock option or stock grant Plan. 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.

On March 22, 2006, our Compensation Committee approved an increase in
the number of shares of common stock under the plan to 15,000,000, subject to
shareholder approval. Any increase in the number of shares available under
the Plan requires stockholder approval and on April 27, 2006, shareholders
owning a majority of the outstanding common stock consented to the increase.
The complete text of the amendment is set forth at the end of this section of
the information statement.

The Plan

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 our service. Awards under the Plan consist of both non-qualified options
and qualified options intended to qualify as "Incentive Stock Options" under
Section 422 of the Internal Revenue Code, and stock grants. The following
discussion sets forth the material terms and conditions of the Plan:

Administration

The Plan is administered by our Compensation Committee, which is
composed of Luan Dang and Avtar Singh Ranshi, two of our directors, and is
chaired by Mr. Dang. The Compensation Committee selects the employees,
directors and consultants who will be granted options or issued stock under
the Plan and, subject to the provisions of the Plan, will determine the terms
and conditions and number of shares subject to each option or stock issuance.
Messrs. Dang and Ranshi do not vote on their own compensation under the Plan.

Shares Subject to the Plan

The Plan authorizes the issuance of shares or the granting of either
incentive stock options or non-incentive stock options to purchase in the
aggregate up to 7,500,000 shares of our common stock. The shares available
for issuance will be increased or decreased according to any
reclassification, recapitalization, stock split, stock dividend or other such
subdivision or combination of our common stock. Shares of our common stock
subject to unexercised options that expire or are terminated prior to the end
of the period during which options may be granted under the Plan will be
restored to the number of shares available for issuance under the Plan.

Eligibility

The persons presently eligible to participate in the Plan are as
follows: employees of our company and any of its subsidiaries, consisting of
nine persons; non-employee members of our board or non-employee members of
the board of directors of any of our subsidiaries, consisting of three
persons; and consultants and other independent advisors who provide services
to us or any of our subsidiaries, consisting of six persons. Options may be
granted, or shares issued, to consultants or advisors who are natural persons
and who provide bona fide services to us or one of our 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 administrator has full authority to determine which eligible
persons are to be granted options and to fix the terms of the options granted
not inconsistent with the provisions of the Plan. The Plan administrator
also has full authority to determine which eligible persons are to be issued
shares pursuant to the Plan and the terms upon which those shares are to be
issued not inconsistent with the provisions of the Plan. In general, there
is no limitation regarding the amount of securities that an eligible optionee
or participant may receive or purchase.

Issuance of Stock and Exercise Price of Options

The Plan administrator will determine the number of shares to be issued
under the stock issuance program and the purchase price thereof, and the
number of shares that the optionee may purchase upon exercise of the option
and the price at which the shares may be purchased. The aggregate fair
market value as of the respective date or dates of the grant of any one or
more options to any employee under the Plan, or any other option Plan of our
company or its subsidiaries, which may for the first time become exercisable
as an incentive stock option during any one calendar year cannot exceed the
sum of $100,000. To the extent that an employee holds two or more of such
options which become exercisable for the first time in the same calendar
year, the $100,000 limitation on the right to exercise of those options as
incentive stock options will be applied on the basis of the order in which
the options were granted. Those options which are included in any amounts in
excess of the $100,000 limitation will be deemed to be nonstatutory options
and exercisable as nonstatutory options.

Stock issued under the stock issuance Plan may vest immediately or upon
terms established by the Plan administrator, provided that (unless such
requirement is amended or waived by the Plan administrator in a particular
case) 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.

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.

Term

The Plan will continue in effect until all of the stock available for
grants 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. The Plan may be terminated earlier or
modified by the Board provided that no rights of optionees or participants
may be altered unless with the consent of the persons holding options or
shares of common stock pursuant to the Plan who are affected.

All options available to be granted, and stock to be issued, under the
Plan must be granted or issued by December 1, 2012. The Plan administrator
will determine the actual term of the options but no option will be
exercisable after the expiration of 10 years from the date granted. All
options and unvested stock issuances outstanding at December 1, 2012, under
the Plan shall continue to have full force and effect in accordance with the
provisions of the documents evidencing such options or issuances.

The options granted pursuant to the Plan are not transferable except by
will or the laws of descent and distribution. Shares granted under the stock
issuance program are not transferable until the shares are vested.

Material Terms of Stock Options

Stock option awards under the Plan consist of nonstatutory stock options
(NSOs) and incentive stock options (ISOs). ISOs may be granted only to our
employees or the employees of one of our 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 ISO price
applicable to any option holder who holds more than 10 percent of our
outstanding common stock, or the stock of any of our subsidiaries, 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
secured by the shares; shares of our 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 ISO
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 the
outstanding common stock of our company or any of its subsidiaries. Upon
termination of services for us or one of our subsidiaries, the option holder
will have a limited time in which to exercise vested options. Unless such
requirement is amended or waived by the Plan administrator in a particular
case, 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 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.

A person to whom an option has been granted will not have any rights as
a shareholder until the option has been exercised, the full exercise price
and withholding taxes payable have been paid respecting the shares issuable
upon exercise of the option, and the person exercising the option has become
a shareholder of record.

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 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.

If an employee is terminated for misconduct, the options granted to him
will terminate immediately upon his employment termination date. Upon
termination of employment with or service to our company or any of its
subsidiaries of an optionee, except termination for misconduct, the following
provisions will apply:

* After termination of employment or service of an optionee for any
reason other than disability, death or termination for misconduct,
the optionee will have a period of three months following the date
of termination of employment or service of the optionee within
which to exercise all options which have vested as of the date of
such termination.

* Upon termination of service by reason of total disability, the
optionee will have a period of 12 months following the date of
termination within which to exercise all options which have vested
as of the date of such termination.

* If the employment or service of an optionee terminates by reason of
the death of that optionee the personal representative of the
estate of the deceased optionee or the person or persons to whom an
option passes by will or the laws of descent and distribution will
have a period of 12 months within which to exercise all options
which have vested at the date of the death of the optionee.

* Under no circumstance of termination of employment or service will
any options be exercisable after the specified term of the option
has expired.

* The Plan administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the
option remains outstanding, to extend the period of time for which
the option is to remain exercisable following optionee's cessation
of service or death from the limited period otherwise in effect for
that option to such greater period of time as the Plan
administrator shall deem appropriate, but in no event beyond the
expiration of the option term; and/or permit the option to be
exercised, during the applicable post-service exercise period, not
only with respect to the number of vested shares for which such
option is exercisable at the time of the optionee's cessation of
service but also with respect to one or more additional
installments in which the optionee would have vested under the
option had the optionee continued in service.

Material Terms of Stock Grants

At the discretion of the Plan administrator, shares may be granted at
such cost as determined by the Plan administrator, or for no monetary
compensation.

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.

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 anytime by the Plan
administrator subject to such terms and conditions or on no terms and
conditions as the Plan administrator may determine.

Amendment to the Plan

Our board of directors has complete and exclusive power and authority to
amend or modify the Plan. However, no amendment or modification can
adversely affect the rights and obligations with respect to options or
unvested stock issuances which are outstanding under the Plan unless the
optionee or the participant consents to the amendment or modification. Also,
the board of directors cannot amend the Plan, without shareholder approval,
in a manner which would:

* cause outstanding options which are intended to qualify as
incentive options to fail to qualify;
* increase the number of shares issuable over the term of the Plan;
* cause the Plan to fail to meet the requirements of Rule 16b-3; or
* violate applicable law.

Options may be granted, and shares may be issued, under the Plan which
are in each instance in excess of the number of shares then available for
issuance, so long as any excess shares actually issued would be held in
escrow until shareholder approval is obtained to amend the Plan to increase
the number shares available for issuance. If shareholder approval were not
obtained within twelve months after the date the first excess of issuances
are made, then any unexercised options granted on the basis of this excess
shares would terminate and cease to be outstanding and we would promptly
refund to the optionees and the participants the exercise or purchase price
paid for any excess shares issued under the Plan and held in escrow, together
with interest for the period the shares were held in escrow, and the shares
would thereupon be automatically canceled and cease to be outstanding.

As of April 27, 2006, options to purchase 6,492,671 shares were
outstanding and we had granted 292,575 restricted shares under the Plan. A
total of 515,454 options have been exercised. Thus, we have 199,300
remaining shares authorized for issuance under the Plan. Management believes
that this number is insufficient to meet its needs to grant options or issue
shares under the Plan for the next twelve months. Management believes that
this increase should satisfy our existing obligations for grants under the
Plan for the next three years.

Federal Income Tax Consequences of the Programs

The following is a general discussion of the federal income tax effects
of participating in the Plan. Because the application and effect of federal
taxation depends for specific results on the precise circumstance of the
individual option holder and individual participant in the Plan, persons are
directed to seek the advice of their legal and tax professionals for specific
appropriate guidance in respecting options and shares acquired under the
Plan. Moreover, because state and local laws respecting income taxes are
variable, persons are further directed to seek the advice of such
professionals regarding the effect of these laws.

The Option Grant Program

Options granted under the Plan may be either tax-qualified employee
incentive options or non-qualified options. Qualified options can be granted
only to employees, while non-qualified options can be granted to employees,
non-employee directors, and consultants.

Incentive Stock Options. In the case of incentive options, neither
grant nor exercise results in compensation income to the employee or a
compensation deduction for the company. If the employee holds the stock
issued on exercise for a holding period of at least two years after the date
of grant, or one year after the exercise (whichever is longer), then upon
subsequent sale of the stock, the employee will recognize as capital gains
income (not compensation income) the difference between the sale price and
the exercise price. If the employee sells the stock before the prescribed
holding period has passed (a "disqualifying disposition"), then the employee
will recognize as compensation income the difference between the exercise
price and the fair market value of the stock at the time of exercise. That
compensation income will be added to the basis of the option stock in
determining the capital gain, if any, on the disqualifying disposition.

Non-qualified Stock Options. In the case of non-qualified options, the
grant does not result in compensation income for the option holder or a
compensation deduction for the company. The exercise of a non-qualified
option results in the option holder recognizing as compensation income the
difference between the exercise price and the fair market value of the stock
at the time of exercise. The company would have a compensation deduction in
the same amount.

The Stock Issuance Plan

Any shares of common stock issued to a participant as a bonus or as an
incentive to accept employment with the issuer or any of its subsidiaries
will be subject to federal taxation as ordinary income in the amount of the
fair market value of those shares on the date of issuance. In circumstances
when a participant purchases shares of common stock under our stock issuance
Plan at a price less then the fair market price of those shares on the date
of issuance thereof, the participant will have taxable ordinary income in the
amount of the difference between the price paid for the relevant shares and
the fair market value thereof on the date of issuance of the shares. In
either case, the participant will have to pay applicable withholding taxes,
social security taxes and Medicare taxes.

Options Granted to Management and Employees

The following table shows all outstanding options as of April 27, 2006,
whether currently exercisable or not, granted under the Plan to our officers,
directors and employees.

OUTSTANDING OPTIONS TABLE

Number of
Name and Position Option Shares Dollar Value(1)
----------------- ------------- ---------------

Sukhbir Singh Mudan, Director, President, & Treasurer 954,546 $238,637
Gary D. Allhusen, Executive Vice President 750,000 $37,500
Andrew Miller, Vice President of Infrastructure Services 500,000 ($259,500)
Robert Morris, Senior Vice President 1,000,000 ($30,000)
Michael Willner, Senior Vice President 1,000,000 ($30,000)

Executive Group (5 Persons) 4,204,546 ($43,363)

Non-Executive Director Group (4 Persons) 1,693,750 $82,188

Non-Executive Officer Employee Group (6 Persons) 1,015,000 $59,275

__________
(1) The dollar value of the options is determined by the difference
between the exercise price of the options and the fair market value of the
underlying stock as determined by the closing price of the stock on the date
of this table. On April 27, 2006, the closing price of the common stock as
reported by the OTC Bulletin Board was $0.80 per share.

Interest of Certain Persons in Share Increase

We have not agreed to grant any additional options to management.
However, we expect to continue granting options in accordance with our
current compensation policies.

* Executive and director employee option grants. We have employment
agreements with two of our directors, Sukhbir Singh Mudan, our
President, and Alan Knitowski, our Chairman. These employment
agreements do not require us to grant additional options. However, the
agreements provide that they are eligible to receive an annual bonus
between 25.0% and 100.0% of the then applicable base salary payable in
cash or stock. On October 26, 2004, the compensation committee granted
13,065 shares to Mr. Mudan and 14,033 shares to Mr. Knitowski as bonuses
for 2004. The shares vested on January 2, 2005. On November 16, 2005,
the compensation committee granted 59,155 shares to Mr. Mudan and 76,056
shares to Mr. Knitowski. The shares vested on January 2, 2006.

* Non-employee directors' initial option grants. When a non-employee
director is first elected to the board, he receives an option to
purchase 25,000 shares for accepting his appointment and his service as
a director during the first year. The options are exercisable at market
value at the time of grant. The board also grants 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 ten years from the date of grant.

* Non-employee directors' annual option grants. On each annual
anniversary date of the appointment of a non-employee director, the
director receives additional options to purchase 25,000 shares for his
service as a director during the year. The options are exercisable at
market value at the time of grant. The board also grants 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 during the year.
These options vest as to 25% of the options every three months, starting
on the date of grant. They expire ten years from the date of grant.

Luan Dang, one of our non-employee directors, has served as a director
since May 2, 2005. He has also been a member of our Compensation Committee
and our Audit Committee, and chairman of our Compensation Committee, since
May 2, 2005. Since becoming a director and a member of our committees, he
has received a total of 50,000 options and will continue to receive
additional options pursuant to the above-referenced schedule so long as he
remains a non-employee director.

Avtar Ranshi, another of our non-employee directors, has served as a
director since April 29, 2003. He has also been a member of our Compensation
Committee and our Audit Committee since August 14, 2003, and chairman of our
Audit Committee since August 15, 2004. Since becoming a director and a
member of our committees, he has received a total of 145,000 options under
our Stock Option/Stock Issuance Plan and will continue to receive additional
options pursuant to the above-referenced schedule so long as he remains a
non-employee director.

On July 28, 2004, we granted 50,000 options under our Stock Option/Stock
Issuance Plan to Douglas Wadkins, a former non-employee director. As of the
date of his resignation as a director, 37,500 of these options had vested and
12,500 had lapsed. Also, on May 2, 2005, we granted 37,500 options under our
Stock Option/Stock Issuance Plan to Mr. Wadkins for being a non-employee
director and serving on our committees. As of the date of his resignation as
a director, 6,250 of these options had vested and 31,250 had lapsed.

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 received options under our Stock Option/Stock Issuance Plan to purchase
750,000 shares at $.75 per share as additional compensation for entering into
the agreement. Mr. Allhusen is eligible to receive annual bonuses under his
employment agreement which may be satisfied with options or shares of our
Stock Option/Stock Issuance Plan.

On March 28, 2006, we entered into employment agreements with Robert J.
Morris and Michael A. Willner, two of our executive officers. Each party was
granted options to purchase 1,000,000 shares of our common stock pursuant to
our Stock Option/Stock Issuance Plan at $0.83 per share. The options will
vest at the rate of 1/16th per calendar quarter beginning with the quarter
ending March 31, 2006, with the first 62,500 options vesting on March 31,
2006, subject to early vesting in the event of a corporate transaction and in
the event the person dies or is disabled, or if we terminate him without
cause. Messrs Morris and Willner are eligible to receive annual bonuses
under their employment agreements which may be satisfied with options or
shares of our Stock Option/Stock Issuance Plan.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth as of the most recent fiscal year ended
December 31, 2005, certain information with respect to compensation Plans
(including individual compensation arrangements) under which our common stock
is authorized for issuance:

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 4,636,250(1) $0.81 2,863,750(1)

Equity compensation plans not
approved by security holders 100,000 $1.08 -0-

Total 4,736,250 $0.82 2,863,750(1)

(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.

Text of Plan Amendment

Paragraph 1 of Section 1(E) of the Stock Option/Stock Issuance Plan will
be amended to read as follows (changed language is bracketed and struck
through):

The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares
of Common Stock which may be issued over the term of the Plan shall
not exceed [7,500,000(deleted)] 15,000,000 shares.

=============================================================================
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
=============================================================================

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, 2005, 2004,
and 2003:

SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
---------------------------------- ---------------------- ---------------------

Securities
Other Restricted Underlying
Name & Annual Stock Options/ LTIP All Other
Principal Salary Bonus Compensation Award(s) SARS Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
- ---------------- ---- -------- ---------- ------------ ---------- ---------- ------- ------------
Sukhbir Singh 2005 $120,000 $42,000(1) $15,069(2) -0- -0- -0- -0-
Mudan, 2004 $120,000 $32,401(3) $12,919(2) -0- 1,000,000 -0- -0-
President (CEO) 2003 $53,534 0 $6,468(2) -0- -0- -0- -0-

Gary D. Allhusen 2005 $120,000 $42,600(4) $15,069(2) -0- -0- -0- -0-
Executive Vice- 2004 $93,692 -0- $9,689(2) -0- 750,000 -0- -0-
President 2003 -0- -0- -0- -0- -0- -0- -0-

Andrew Miller, 2005 $87,692 -0- $7,063(2) -0- 500,000 -0- -0-
Vice-President 2004 -0- -0- -0- -0- -0- -0- -0-
2003 -0- -0- -0- -0- -0- -0- -0-

__________
(1) At the discretion of the compensation committee, the bonus was
issued as 59,155 shares of common stock with a fair market value of $0.71 per
share on the date of issuance.
(2) This figure includes insurance premiums paid by us for medical,
dental, and vision healthcare coverage.
(3) 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.
(4) At the discretion of the compensation committee, the bonus was
issued as 60,000 shares of common stock with a fair market value of $0.71 per
share on the date of issuance.

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, 2005.

OPTIONS GRANTS IN LAST FISCAL YEAR
(Individual Grants)

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- -0- -0- n/a

Gary D. Allhusen -0- -0- -0- n/a

Andrew Miller 350,000 70% $1.58 04/11/10
150,000 30% $0.71 11/16/10

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, 2005, and held as of
December 31, 2005, by the executive officers named in the Summary
Compensation Table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

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- 1,000,000/-0- $450,000/-0-(1)
Gary D. Allhusen -0- -0- 631,250/118,750 $45,766/$34,438(1)
Andrew Miller -0- -0- 118,585/381,415 $-0-/150,000(1)(2)

____________
(1) At December 31, 2005, the fair market value of the shares
underlying the unexercised options was $1.00 per share.
(2) At December 31, 2005, Mr. Miller had 350,000 options that were not
in-the-money.

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 100% 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. As of June 30, 2005, all of these options had vested and
were available for exercise. 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. On November 16,
2005, the Compensation Committee granted 59,155 restricted shares to
Mr. Mudan as a performance bonus for 2005. These shares vested on
January 2, 2006.

* 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. As of June 30, 2005, all
of these options had vested and were available for exercise. 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 November 16, 2005, the Compensation
Committee granted 76,056 restricted shares to Mr. Knitowski as a
performance bonus for 2005. These shares vested on January 2, 2006.

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. As of September 30, 2005, the
first 500,000 options had vested and were available for exercise. 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 7, 2006, a
total of 131,250 of these options had vested.

Effective with the closing of the transaction with Tier One on March 28,
2006, we entered into two-year full-time employment agreements with Michael A
Willner and Robert J. Morris and appointed them Senior Vice-Presidents of our
company. In the event of a corporate transaction the term of the agreement
will be automatically extended for a period of four years from March 28,
2006, and any unvested options granted pursuant to the Agreement will
immediately vest. Each employment agreement provides for a base salary of
$200,000 and each person was granted options to purchase 1,000,000 shares of
our common stock pursuant to our existing Stock Option/Stock Issuance Plan at
$0.83 per share. The options will vest at the rate of 1/16th per calendar
quarter beginning with the quarter ending March 31, 2006, with the first
62,500 options vesting on March 31, 2006, subject to early vesting in the
event of a corporate transaction and in the event the person dies or is
disabled, or if we terminate him without cause.

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

* Each employee, except Messrs Allhusen, Morris, and Willner, 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 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
Messrs Allhusen, Willner, and Morris, 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 Robert F. Mitro, a Director of our board. 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 consulting 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 product development, and general
business and financial matters. 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. As of June 30, 2005, all
options had vested and were available for exercise. Pursuant to the terms of
his consulting agreement, these options will continue in effect. 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.

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 ten years from the date of grant.

Pursuant to our standard arrangements for outside directors, on May 2,
2005, our board of directors granted to Luan Dang, 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 $1.49 per share
and expire ten 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, 2005, 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 a director and for his
continued service on 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 $1.11 per share
and expire ten 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.

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 for 2004. 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.

Pursuant to their employment agreements, Mr. Mudan and Mr. Knitowski
were granted stock bonuses by the Compensation Committee for 2005. Mr. Mudan
received 59,155 shares and Mr. Knitowski received 76,056 shares. The shares
were granted on November 16, 2005, and vested on January 2, 2006.

The Compensation Committee also gave a discretionary stock bonus of
60,000 shares to Gary Allhusen, for performance in 2005. The shares were
granted on November 16, 2005, and vested on January 2, 2006.

=============================================================================
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 April 27, 2006, 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 1,279,155(2) 18.09%
13542 Caminito Carmel
Del Mar, CA 92014

Alan S. Knitowski 1,951,756(3) 27.85%
170 Newport Center Drive
Suite 220
Newport Beach, CA 92660

Robert F. Mitro 1,231,376(4) 18.33%
20 East Main Street
Suite 19
Los Gatos, CA 95030

Avtar Singh Ranshi 237,500(5) 3.83%
66 Marshals Drive
St. Albans, Hertfordshire
UK ALI 4RF

Luan Dang 345,417(6) 5.50%
170 Newport Center Drive
Suite 220
Newport Beach, CA 92660

Gary D. Allhusen 735,000(7) 10.82%
170 Newport Center Drive
Suite 220
Newport Beach, CA 92660

Andrew Miller 143,585(8) 2.29%
170 Newport Center Drive
Suite 220
Newport Beach, CA 92660

Michael A. Willner 62,500(9) 1.01%
65 Enterprise Drive
Aliso Viejo CA 92656

Robert J. Morris 62,500(10) 1.01%
65 Enterprise Drive
Aliso Viejo CA 92656

Executive Officers and 6,048,789 61.96%
Directors as a Group
(9 Persons)

Jason Daggett 405,333(11) 6.57%
4080 Paradise Rd.
Suite 15-168
Las Vegas, NV 89109

Trymetris Capital Fund I, LLC 350,333(11) 5.73%
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 6,117,045 shares of our common stock
outstanding on April 27, 2006.
(2) Includes 954,546 issuable pursuant to vested options.
(3) Includes 1,060,089 shares held of record by a family trust
controlled by Mr. Knitowski. Also includes 725,000 shares issuable pursuant
to vested options and 166,667 shares issuable upon exercise of warrants.
(4) Includes 637,523 shares held of record by a living trust controlled
by Mr. Mitro. Also includes 600,000 shares issuable pursuant to vested
options.
(5) Includes 87,500 shares issuable pursuant to vested options.
(6) Includes 135,417 issuable pursuant to vested options and 33,333
shares issuable upon exercise of warrants.
(7) Includes 675,000 shares issuable pursuant to vested options.
(8) Includes 143,585 shares issuable pursuant to vested options.
(9) Consists of shares issuable upon exercise of options granted to Mr.
Willner.
(10) Consists of shares issuable upon exercise of options granted to
Mr. Morris.
(11) Includes 55,000 shares issuable pursuant to vested options. Also
includes 350,333 shares 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 and therefore disclaims any beneficial interest in
these shares.

=============================================================================
OTHER MATTERS
=============================================================================

Stockholder Proposals

We may hold an annual meeting of stockholders in 2006. This would be
the first annual meeting of stockholders we have held, and we have not yet
established the date for this meeting. Stockholders who wish to bring
matters or propose nominees for director at our 2006 annual meeting of
stockholders must have provided certain information to us not more than 120
days and not less than 60 days before the 2006 annual meeting of

stockholders or, in the event public announcement of the date of the 2006
annual meeting of stockholders is first made by us fewer than 70 days prior
to the date of the 2006 annual meeting of stockholders, the close of business
on the 10th day following the day on which public announcement of the date of
the 2006 annual meeting of stockholders is first made by us.

Where You Can Find More Information

We file annual, quarterly and special reports, information statements
and other information with the SEC. You may read and copy any reports,
statements or other information that we file with the SEC at the SEC public
reference room at the following location: Public Reference Room, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. These
SEC filings are also available to the public from commercial document
retrieval services and at the website maintained by the SEC at www.sec.gov.

You should rely only on the information contained in this information
statement. We have not authorized anyone to provide you with information
that is different from what is contained in this information statement. This
information statement is dated April 27, 2006. You should not assume that
the information contained in this information statement is accurate as of any
date other than that date.

By Order of the Board of Directors

/s/ Sukhbir Singh Mudan
Sukhbir Singh Mudan, President

Newport Beach, California
April 27, 2006