Cinnabar Ventures Inc (Form: 8-K, Received: 03/04/2010 10:36:15)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2010

Cinnabar Ventures Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-145443		98-0585450
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

17595 S. Tamiami Trail, Suite 300

Fort Myers, FL 33908

(Address of Principal Executive Office) (Zip Code)

239-561-3827

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

As more fully described in Item 2.01 below, we acquired a computer consulting company in accordance with a Share Exchange Agreement, dated March 2, 2010 (the “ Share Exchange Agreement ”), by and among Cinnabar Ventures Inc. (“ we ,” “ Cinnabar ” or the “ Company ”), Advanced Network Solutions, Inc. dba Rent-a-Genius, (“ ANS ”) and the shareholders of ANS (the “ ANS Shareholders ”). The closing of the transaction (the “ Closing ”) took place on March 2, 2010 (the “ Closing Date ”). On the Closing Date, pursuant to the terms of the Share Exchange Agreement, we acquired all of the outstanding shares of ANS (the “ ANS Common Stock ”) from the ANS Shareholders. In exchange for the ANS Common Stock, the Company issued 150,000 shares of the Company’s common stock (the “ Exchange Shares ”) to the ANS Shareholders, representing approximately 0.66% of the issued and outstanding common stock of the Company (the “ Common Stock ”) post closing (the “ Merger ”).

Pursuant to the Share Exchange Agreement, ANS became a wholly-owned subsidiary of the Company. The directors of the Company have approved the Share Exchange Agreement and the transactions contemplated under the Share Exchange Agreement. The ANS Shareholders have approved the Share Exchange Agreement and the transactions contemplated thereunder.

Item 2.01 Completion of Acquisition or Disposition of Assets

On March 2, 2010, the Company acquired ANS in accordance with the Share Exchange Agreement. On the Closing Date, pursuant to the terms of the Share Exchange Agreement, Cinnabar acquired 100% of the ANS Common Stock from the ANS Shareholders. In exchange for the ANS Common Stock, the Company issued the Exchange Shares to the ANS Shareholders, representing approximately 0.66% of the issued and outstanding Common Stock of the Company. Through its acquisition of ANS, Cinnabar acquired rights to 100% of the assets of ANS.

ANS is a professional services company that provides reliable hardware, software, service and support to its clients. It serves its clients as a trusted ally, providing them with the loyalty of a business partner and the economics of an outside vendor. Networks and programs are customized for clients based on their needs. Most of our information systems are mission critical, so we give our clients the assurance that we will be there when they need us.

ANS began in 1997 under the name “Advanced Network Solutions.” ANS is a computer consulting company which installs, maintains and upgrades computer networks and provides the necessary hardware and software to its customers. ANS has customers nationwide and has also developed customized training courses for clients. Gross Revenues for 2009 were in excess of $235,000 and Gross Profits were in excess of $135,000.

ANS’s revenues are a combination of hardware/software sales, installation charges, network monitoring, server hosting. Typical markups on hardware and software are 5-25% and labor charges range from $65 - $150 per hour. ANS’s hardware and software charges are generally lower than the market price because of low overhead costs and good relationships with the dealers. ANS’s labor charges are competitive with the market.

ANS sees the need to expand rapidly in the Southwest Florida market to take advantage of the lack of competition and growing demand for technology. ANS is not, however, limited to the Southwest Florida market, as it already has national customers.

Products and Services Offered

ANS specializes in Microsoft Back Office products, such as Window Servers, Microsoft Exchange, Microsoft SQL Server, and MS System Management Server.

Development Services

Programmers will create custom applications for clients using Microsoft tools, such as, Visual Basic, C++, MS Access, and Visual J. Programmers will work with other ANS staff and the client as a team to define the systems requirements of the applications, and to review the goals as the project progresses. ANS’s delivery services follow the Microsoft Solutions Framework approach and range from system conversions all the way through implementation.

ANS also provides a full range of Internet Application Development services, ranging from targeted enhancements of Internet-related BackOffice services to at-the-edge front-end applications using VBScript, ActiveX controls, and Internet Explorer 3.0. ANS designs and implements complete web sites, including HTML coding using FrontPage and Microsoft Word Internet Assistant, integration with SQL Server using the Internet Data Connector (IDC), ISAPI programming and VB Scripting. ANS has custom mail solutions, writing MAPI, FFAPI, or DAPI programs to meet customer specifications.

ANS’s consulting services range from the initial planning phases to operations and maintenance. ANS specializes in installing Microsoft BackOffice leading edge systems into our customers’ enterprise networks to address today’s critical business problems and provide innovative capabilities for future requirements. We frequently use software developers to design creative solutions to enhance the roll-out/ migration process and to empower the users of the BackOffice capabilities. We find that this cross-disciplinary approach results in a richer solution for our clients. Our broad range of experience allows us to provide you with the integral design, installation, configuration, and support needed for your critical communications requirements. Project consulting offers a client company a way to harness our specific qualities and use our expertise to solve specific problems, and develop and/or implement plans. Project consulting is billed on a per project and per milestone basis.

ANS offers clients brand-name computers and peripherals. Through quantity discounts with our vendors, we are able to pass on substantial savings to our clients.

Maintenance Contracts

ANS offers clients monthly and annual contracts for network maintenance to replace client IT staff. This works well for smaller companies who do not need full time service or for companies with multiple locations that need regular support.

ANS’s competition comes in several forms: In-house information systems departments, management consulting firms, and other Microsoft computer services firms. The competition may be based locally near the client, or anywhere nationwide.

In-House Competition

The most significant competition for our consulting services is in fact companies choosing to do systems installation and custom programming in-house. Their own Information Systems departments do this as a part of their regular business functions. Our key advantage in competition with in-house development is that those staffs are already overloaded with responsibilities and they don’t have the time or the expertise for additional responsibilities in new projects. ANS’s staff will have the expertise of cutting edge technology, directly through its partnership with Microsoft, to offer the latest solutions to these companies. Also, if the companies with in-house departments wish to learn more about the latest Microsoft technologies, they may benefit from our training classes and certifications.

Management Consulting Firms

High-Level Management consulting firms, such as Accenture and Price Waterhouse, are essentially generalists who take their name-brand management consulting into specialty areas. Their other main weakness is that their management structure has partners selling new jobs and inexperienced associates delivering the work. ANS competes against them as experts in specific fields and with the guarantee that ANS’s clients will have top-level people doing the actual work.

Microsoft Providers and Partners

There are other companies in ANS’s area and nationwide that will also be specializing in the latest Microsoft technologies and developing a relationship with Microsoft. ANS will differentiate itself by serving wider geographical areas to better serve ANS’s clients and by continuous in-house training of ANS’s own staff. In addition, ANS will provide one-stop shopping for ANS’s clients by coordinating all aspects of a project from the hardware and software purchasing to on-going maintenance of systems.

In the future, ANS will broaden its coverage by expanding into additional markets (especially Latin America and Europe). Marketing strategies will target Spanish speaking clients and clients that need to integrate systems across international borders.

ANS will be focusing on medium to large growing companies in need of expert Microsoft Information Systems. Once our relationship with Microsoft as a Business Partner is established, some of our new clients will be referrals from Microsoft Corporation. Our marketers will work in unison with Microsoft to promote their products and comply with Microsoft’s marketing strategy. To strengthen this relationship, our marketing staff, and other staff as well, will be trained by Microsoft at the Microsoft corporate office.

Marketing tools that will be used to gain recognition in the Miami area include: a Grand Opening / Open House, advertisements in professional magazines, trade journals and newspapers. Representatives will also distribute marketing information at industry trade shows. On occasion, free informational seminars will be offered to the public to introduce new Microsoft products and their features.

The Operations team has a Project Manager to oversee each of its revenue producing areas: Training, Development, and Information Systems. In addition, a Purchasing Manager coordinates all hardware and software purchases and negotiates pricing with vendors.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Share Exchange Agreement, on March 2, 2010, we issued 150,000 shares of our Common Stock to the ANS Shareholders in exchange for 100% of the outstanding shares of ANS. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 9.01 Financial Statements and Exhibits.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

The audited financial statements for Advanced Network Solutions, Inc. for the years ended December 31, 2009 and 2008, have been prepared and filed with this Current Report as Exhibit 99.1.

(b) PRO FORMA FINANCIAL INFORMATION

The following pro forma financial information is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference:

1) Pro Forma Condensed Combined Balance Sheets as of November 30, 2009

2) Pro Forma Condensed Combined Statements of Operations as of November 30, 2009

3) Pro Forma Condensed Combined Balance Sheets as of May 31, 2009

4) Pro Forma Condensed Combined Statements of Operations as of May 31, 2009

5) Notes to Pro Forma Condensed Combined Financial Statements as of November 30, 2009 and May 31, 2009

N/A

(d) EXHIBITS

2.1	Share Exchange Agreement, by and among Cinnabar Ventures Inc., Advanced Network Solutions, Inc. and the shareholders of Advanced Network Solutions, Inc., dated March 2, 2010.

99.1	Audited financial statements for Advanced Network Solutions, Inc. listed in Item 9.01(a).

99.2	Pro Forma Financial Information of Cinnabar Ventures Inc., listed in Item 9.01(b).

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

	CINNABAR VENTURES INC.

Date: March 4, 2010	By:	/s/ Richard Granville
		Richard Granville
		Chief Executive Officer

SHARE EXCHANGE AGREEMENT

by and among

Cinnabar Ventures Inc.

and

Advanced Network Solutions, Inc.

and the

Shareholders of Advanced Network Solutions, Inc.

Dated as of March 2, 2010

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of the 2 nd day of March, 2010 (the “ Agreement ”), by and among Cinnabar Ventures Inc., a Nevada corporation (the “ Company ”); Advanced Network Solutions, Inc., a Florida corporation (“ ANS ”); and the shareholders of ANS, as identified in Exhibit A to this Agreement (the “ ANS Shareholders ”). The Company, ANS and the ANS Shareholders are collectively referred to herein as the “ Parties .”

WITNESSETH:

WHEREAS, Cinnabar is a publicly held corporation organized under the laws of the State of Nevada which operates with specific emphasis in the cloud-computing technology sector including, but not limited to, a fully implemented data center running a cloud operating system and user/client interface, and content distribution in the form of cloud resident videos, games, communications applications, and productivity tools over the internet.

WHEREAS, ANS is a privately held corporation incorporated under the laws of the state of Florida;

WHEREAS, ANS has 50,000 shares of capital stock issued and outstanding (the “ ANS Shares ”), one hundred percent (100%) of which are held by the ANS Shareholders. The ANS Shareholders are the record and beneficial owners of the number of ANS Shares set forth adjacent such ANS Shareholders names on Exhibit A , attached hereto.

WHEREAS, the Company desires to acquire from the ANS Shareholders, and the ANS Shareholders desire to sell to the Company the ANS Shares in exchange for (i) the issuance by the Company of a total of 150,000 shares to the ANS Shareholders in the amount of 3 shares (the “ Company Shares ”) of the Company’s common stock (the “ Common Stock ”) for every one ANS Share held by the ANS Shareholders and (ii) the payment of $25,000 to the ANS shareholders, on the terms and conditions set forth herein (the “ Share Exchange ”).

WHEREAS, after giving effect to the Share Exchange, there will be approximately 22,710,000 shares of Common Stock issued and outstanding.

WHEREAS, the Parties intend, by executing this Agreement, to implement a tax-deferred exchange of property governed by Section 351 of the United States Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE SHARE EXCHANGE

1.1 The Share Exchange . Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein):

(a) the Company shall issue and deliver to the ANS Shareholders the Company Shares, which shall be duly authorized, validly issued, fully paid and nonassessable;

(b) the ANS Shareholders shall transfer and deliver to the Company, the ANS shares, which shall be duly authorized, validly issued, fully paid and non-assessable.

1.2 Time and Place of Closing . The closing (“ Closing ”) of the transactions contemplated by this Agreement shall occur upon the exchange of the stock of the Company and ANS as described in Section 1.1 herein. Such Closing shall take place on March 2, 2010 (the “ Closing Date ”), at the corporate office of Company.

1.3 Closing Events . At the Closing, the Company, ANS, and the ANS Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, the acknowledgement set forth in Section 1.1(b) above or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

1.4 Tax Consequences . It is intended by the Parties hereto that for United States income tax purposes, the contribution and transfer of the ANS Shares by the ANS Shareholders to the Company in exchange for Company Shares constitutes a tax-deferred exchange within the meaning of Section 351 of the Code.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to ANS and the ANS Shareholders that as of the Closing Date:

2.1 Due Organization and Qualification; Due Authorization .

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Nevada, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company.

(b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought, equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

2.2 No Conflicts or Defaults . The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-Laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“ Liens ”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

2.3 Capitalization . The authorized capital stock of the Company immediately prior to giving effect to the transactions contemplated hereby consists of 75,000,000 shares, of which there are 22,560,000 shares of Common Stock, par value $0.001, issued and outstanding as of the date hereof. All of the outstanding shares of Common Stock are, and the Company Shares when issued in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to the Company Shares will not be issued in violation of any preemptive right of stockholders. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Company Common Stock. The Company has not granted registration rights to any person.

2.4 Financial Statements . The Company has provided ANS and the ANS Shareholders copies of the (i) audited balance sheet of the Company at December 31, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the two fiscal years of 2009 and 2008, including the notes thereto, (the “ Financial Statements ”). The Financial Statements, together with the notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. The Financial Statements present fairly the financial position of the Company as of the date and for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with good business practices.

2.5 Taxes . The Company has filed all United States federal, state, county and local returns and reports which were required to be filed on or prior to the date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “ Taxes ”), and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefore have been established.

2.6 Compliance with Law . The Company is in compliance with all applicable federal, state, local and foreign laws and regulations relating to the protection of the environment and human health. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against the Company that are based on or related to any environmental matters or the failure to have any required environmental permits, and there are no past or present conditions that the Company has reason to believe are likely to give rise to any material liability or other obligations of the Company under any environmental laws.

2.7 Permits and Licenses . The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.

2.8 Litigation . There is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

2.9 SEC Filings ; Financial Statements .

(a) The Company has made available to ANS a correct and complete copy, or there has been available on EDGAR, copies of each report, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “ SEC ”) for the twenty four (24) months prior to the date of this Agreement (the “ Company SEC Reports ”), which, to the Company’s knowledge, are all the forms, reports and documents filed by the Company with the SEC for the twenty four (24) months prior to the date of this Agreement. As of their respective dates, to the Company’s knowledge, the Company SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) To the Company’s knowledge, each set of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Company taken as a whole.

2.10 Over-the-Counter Bulletin Board Quotation.

The Company’s Common Stock is quoted on the Over-the-Counter Electronic Bulletin Board (“ OTCBB ”). There is no action or proceeding pending or, to the Company’s knowledge, threatened against the Company by NASDAQ or The Financial Industry Regulatory Authority (“ FINRA ”) with respect to any intention by such entities to prohibit or terminate the quotation of the Company’s Common Stock on the OTCBB.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ANS

ANS represents and warrants to the Company as of the Closing:

3.1 Due Organization and Qualification; Due Authorization .

(a) ANS is a corporation duly incorporated, validly existing and in good standing under the laws of Florida, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. ANS is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of ANS.

(b) ANS does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling ANS to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of ANS.

(c) ANS has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. ANS has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of ANS, enforceable against ANS in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

3.2 No Conflicts or Defaults . The execution and delivery of this Agreement by ANS and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the governing documents of ANS, or (b) with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which ANS is a party or by which or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which their assets are subject, (ii) result in the creation of, or give any party the right to create, any lien upon any of the assets of ANS (iii) terminate or give any parry the right to terminate, amend, abandon or refuse to perform any material agreement, arrangement or commitment to which ANS is a party or by which ANS or any of its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which ANS is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3.3 Capitalization . The authorized capital stock of ANS immediately prior to giving effect to the transactions contemplated hereby consists of 50,000 shares of common stock, of which, as of the date hereof, there were 50,000 shares issued and outstanding. All of the outstanding shares of ANS are duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to ANS Shares, will not be transferred in violation of any rights of third parties. The ANS Shares are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling ANS to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for common shares. All of the ANS Shares are owned of record and beneficially by the ANS Shareholders free and clear of any liens, claims, encumbrances, or restrictions of any kind.

3.4 Taxes . ANS has filed all returns and reports which were required to be filed on or prior to the date hereof, and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of ANS and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by ANS such judgments were reasonable under the circumstances) and complete in all material respects.

3.5 Compliance with Law . ANS is conducting its business in material compliance with all applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers material to its business. ANS has not received a notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

3.6 Litigation .

(a) There is no claim, dispute, action, suit, proceeding or investigation pending or threatened, against or affecting ANS or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve (12) month period preceding the date hereof;

(b) there is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting ANS; and

(c) ANS has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

3.7 Title to Properties . ANS does not own any real property.

3.8 Intellectual Property . ANS owns, possesses, licenses and has other rights to use all trade and service marks, trade and service mark registrations, trade names, copyrights, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “ Intellectual Property ”), including, but not limited to, the Intellectual Property listed in Exhibit B .

3.9 Financial Statements . ANS acknowledges that within seventy five (75) days from the Closing Date, ANS will obtain an audit of ANS’s business from a certified public accountant in order for the Company to file such audited financial statements pursuant to Item 9.01 on Form 8-K.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE ANS SHAREHOLDERS

The ANS Shareholders hereby represents and warrants to the Company that as of the Closing:

4.1 Title to Shares . The ANS Shareholders are the legal and beneficial owners of the ANS Shares to be transferred to the Company, and upon consummation of the exchange contemplated herein, the Company will acquire from the ANS Shareholders good and marketable title to the ANS Shares, free and clear of all liens excepting only such restrictions hereunder upon future transfers by the Company, if any, as maybe imposed by applicable law.

4.2 Due Authorization . The ANS Shareholders have all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and binding obligation of the ANS Shareholders, enforceable against him in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

4.3 Purchase for Investment .

(a) The ANS Shareholders are acquiring the Company Shares for investment for their own account and not as nominees or agents, and not with a view to the resale or distribution of any part thereof, and the ANS Shareholders have no present intention of selling, granting any participation in, or otherwise distributing the same. The ANS Shareholders further represent that they do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Shares.

(b) The ANS Shareholders understand that the Company Shares are not registered under the Securities Exchange Act of 1933, as amended (the “ Act ”), on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the ANS Shareholders’ representations set forth herein.

4.4 Investment Experience . The ANS Shareholders acknowledge that they can bear the economic risk of the investment, and they have such knowledge and experience in financial and business matters that they is capable of evaluating the merits and risks of the investment in the Company Shares.

4.5 Information . The ANS Shareholders have carefully reviewed such information as they deemed necessary to evaluate an investment in the Company Shares. To the full satisfaction of the ANS Shareholders, they have been furnished all materials that they have requested relating to the Company and the issuance of the Company Shares hereunder, and the ANS Shareholders have been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to them. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which the ANS Shareholders have relied in making an exchange of the ANS Shares for the Company Shares.

4.6 Restricted Securities . The ANS Shareholders understand that the Company Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from registration under the Act, the Company Shares must be held indefinitely. The ANS Shareholders are aware that the Company Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.

ARTICLE V

DELIVERIES

5.1 Items to be delivered to the ANS Shareholders prior to or at Closing by the Company.

(a) Certificate of Incorporation and amendments thereto, By-Laws and amendments thereto, and certificate of good standing of the Company in Nevada;

(b) Approval from the Board of Directors of the Company authorizing the issuances of the Company Shares;

(c) Share certificates representing the proper number of Company Shares issued in the name of the ANS Shareholders in accordance with Exhibit A ;

(d) Any other document reasonably requested by the ANS Shareholders that they deem necessary for the consummation of this transaction.

5.2 Items to be delivered to the Company prior to or at Closing by ANS and the ANS Shareholders.

(a) All applicable schedules hereto;

(b) Approval from the board of directors of ANS, if applicable, and shareholder resolutions approving the transactions contemplated hereby;

(d) Any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction.

ARTICLE VI

CONDITIONS PRECEDENT TO CLOSING

6.1 Conditions Precedent to Closing . The obligations of the Parties under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:

(a) That each of the representations and warranties of the Parties contained herein shall be true and correct at the time of the Closing date as if such representations and warranties were made at such time except for changes permitted or contemplated by this Agreement.

(b) That the Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

6.2 Conditions to Obligations of ANS Shareholders . The obligations of ANS Shareholders shall be subject to fulfillment prior to or at the Closing, of each of the following conditions:

(a) The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;

(b) Litigation . No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the transactions contemplated in this Agreement or to seek damages or a discovery order in connection with such transactions, or which has or may have, in the reasonable opinion of ANS or the ANS Shareholder, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Company or ANS.

6.3 Conditions to Obligations of the Company . The obligations of the Company shall be subject to fulfillment at or prior to or at the Closing, of each of the following conditions:

(a) ANS and the ANS Shareholders shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement; and

ARTICLE VII

COVENANTS

7.1 Further Assurances . Each of the Parties shall use its reasonable commercial efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions of this Agreement and to consummate the transactions contemplated herein.

7.2 Blue Sky Laws .

The Company shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Company Stock in connection with this Agreement.

7.3 Fees and Expenses .

All fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such fees or expenses, whether or not this Agreement is consummated.

7.4 Access . Each party shall permit representatives of any other party to have full access to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to such party.

7.5 Indemnification and Insurance .

(a) For a period of one year following the Closing Date, ANS and the ANS Shareholders hereby agree to indemnify the Company, each of the officers, agents and directors of the Company as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement; and

(b) The Company hereby agrees to indemnify ANS, each of the agents and the ANS Shareholders as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

ARTICLE VIII

MISCELLANEOUS

8.1 Survival of Representations, Warranties and Agreements . Each of the Parties hereto is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. Except as specifically set forth in this Agreement, representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall not survive the Closing Date, and no claims made by virtue of such representations, warranties, agreements and covenants shall be made or commenced by any party hereto from and after the Closing Date.

8.2 Access to Books and Records . During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

8.3 Notice . All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:

If to ANS or the ANS Shareholders:

Advanced Network Solutions, Inc.

Attn: Ann Kaplan

17595 S. Tamiami Trail, Suite 300

Fort Myers, FL 33908

If to the Company:

Cinnabar Ventures Inc.

Attn: Richard Granville

17595 S. Tamiami Trail, Suite 300

Fort Myers, FL 33908

8.4 Entire Agreement . This Agreement, the Schedules and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the Parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the Parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

8.5 Successors and Assigns . This Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.

8.6 Governing Law . This Agreement shall in all respects be governed by and construed in accordance with the laws of the state of Nevada, without giving effect to conflicts of law principles.

8.7 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.8 Construction . Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Disclosure Schedule is hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

8.9 Severability . If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

[-remainder of page intentionally left blank-]

IN WITNESS WHEREOF , each of the Parties hereto has executed this Agreement as of the date first set forth above.

Cinnabar Ventures Inc.			ANS Shareholders

By: /s/Richard Granville			Ann Kaplan
Name: Richard Granville
Title: Chief Executive Officer			By: /s/ Ann Kaplan
			Name: Ann Kaplan

Advanced Network Solutions, Inc.

By: /s/ Ann Kaplan			Ike Kaplan
Name: Ann Kaplan
Title: Chief Executive Officer			By: /s/ Ike Kaplan
			Name: Ike Kaplan

EXHIBIT A

Name of Shareholder	ANS Share Ownership	Number of Shares of Cinnabar Ventures Inc. Common Stock to receive in connection with this transaction
Ann Kaplan	25,500	76,500
Ike Kaplan	24,500	73,500
Total	50,000	150,000

EXHIBIT B

Intellectual Property owned by Advanced Network Solutions, Inc.:

● Trade Name: Rent-A-Genuis

● Internet domain names:

-	rentagenius.com

-	rentagenius.net

ADVANCED NETWORK SOLUTIONS, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

	Page(s)
Report of Independent Registered Public Accounting Firm	1

Balance Sheets – As of December 31, 2009 and 2008	2

Statements of Operations –
For the Years Ended December 31, 2009 and 2008	3

Statement of Changes in Stockholders’ Equity –
For the Years Ended December 31, 2009 and 2008	4

Statements of Cash Flows –
For the Years Ended December 31, 2009 and 2008	5

Notes to Financial Statements
For the Years Ended December 31, 2009 and 2008	6-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

Advanced Network Solutions, Inc.

We have audited the accompanying balance sheets of Advanced Network Solutions, Inc. as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2009 and 2008. 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 require 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 financial reporting. Our audits 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 the 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 Advanced Network Solutions, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

Berman & Company, P.A.

551 NW 77th Street, Suite 107 • Boca Raton, FL 33467

Phone: (561) 864 . 4444 • Fax: (561) 892-3715

www.bermancpas.com • info@berrnancpas.corn

Registered with the PCAOB • Member AICPA Center for Audit Quality

Member American Institute of Certified Public Accountants

Member Florida institute of Certified Public Accountants

Advanced Network Solutions, Inc.
Balance Sheets


	December 31, 2009		December 31, 2008

Assets

Current Assets
Cash	$	27,137	$	3,889
Accounts receivable - net of allowance for doubtful accounts of $102,282 and $71,912		29,513		26,804
Inventory		8,048		8,540
Prepaids		10,600		-
Total Current Assets		75,298		39,233

Property and Equipment - net		41,175		21,449

Total Assets	$	116,473	$	60,682

Liabilities and Stockholders’ Equity

Current Liabilities
Accounts payable and accrued expenses	$	17,499	$	39,503
Loans payable - related party		-		6,643
Total Current Liabilities		17,499		46,146

Long Term Liabilities
Loan payable - other		-		14,395
Total Liabilities		17,499		60,541

Stockholders’ Equity
Common stock, $0.01 par value, 100,000 shares authorized;
50,000 shares issued and outstanding		500		500
Additional paid-in capital		74,456		-
Retained earnings (Accumulated deficit)		24,018		(359	)
Total Stockholders’ Equity		98,974		141

Total Liabilities and Stockholders' Equity	$	116,473	$	60,682

See accompanying notes to financial statements

-2-

Advanced Network Solutions, Inc.
Statements of Operations


	For the Years Ended December 31,
	2009		2008

Revenues
Hardware and software	$	134,174	$	193,826
Consulting and training		103,250		56,012
Total Revenues		237,424		249,838

Cost of revenues - hardware and software		99,343		143,495

Gross profit		138,081		106,343

General and administrative expenses		113,791		130,105

Income (loss) from operations		24,290		(23,762	)

Other income		87		2,700

Net income (loss)	$	24,377	$	(21,062	)

See accompanying notes to financial statements

-3-

Advanced Network Solutions, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended December 31, 2009 and 2008


										Total
	Common Stock, $0.01 Par Value				Additional		Retained			Stockholders'
	Shares		Amount		Paid in Capital		Earnings			Equity

Balance - December 31, 2007		50,000	$	500	$	-	$	35,396		$	35,896

Distributions		-		-		-		(14,693	)		(14,693	)

Net loss - 2008		-		-		-		(21,062	)		(21,062	)

Balance - December 31, 2008		50,000		500		-		(359	)		141

Contributed capital - related party		-		-		74,456		-			74,456

Net income - 2009		-		-		-		24,377			24,377

Balance - December 31, 2009		50,000	$	500	$	74,456	$	24,018		$	98,974

See accompanying notes to financial statements

-4-

Advanced Network Solutions, Inc.
Consolidated Statements of Cash Flows

	For the Years Ended December 31,
	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	24,377		$	(21,062	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Bad debt expense		30,989			43,197
Depreciation expense		9,187			12,245
Changes in operating assets and liabilities:
(Increase) Decrease in:
Accounts Receivable		(33,698	)		(30,346	)
Inventory		(6,881	)		(2,314	)
Prepaids		(10,600	)		1,498
Increase (Decrease) in:
Accounts payable and accrued expenses		(19,210	)		21,284
Net Cash Provided By (Used In) Operating Activities		(5,836	)		24,502

CASH FLOWS USED FROM INVESTING ACTIVITIES
Purchase of property and equipment		(41,072	)		-
Net Cash Used In Investing Activities		(41,072	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		79,208			10,409
Repayments on related party loans		(5,000	)		(14,256	)
Repayment of loan - other		(4,052	)		(4,331	)
Distribution to Shareholders		-			(14,693	)
Net Cash Provided By (Used in) Financing Activities		70,156			(22,871	)

Net increase (decrease) in cash		23,248			1,631

Cash - beginning of year		3,889			2,258

Cash - end of year	$	27,137		$	3,889

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest	$	2,885		$	2,097
Taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Transfer of inventory to relates party stockholders	$	7,373		$	-
Reduction of loan associated with transfer of vehicle and related liability - related party stockholders	$	10,343		$	-
Reduction of loan - related party stockholders	$	12,159
Forgiveness of accounts payable - related party stockholders	$	2,794		$	-
Forgiveness of loans payable - related party stockholders	$	68,692		$	-

See accompanying notes to financial statements

-5-

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

Note 1 Nature of Operations

Advanced Network Solutions , Inc. (“the Company”), is a Florida Corporation that was incorporated on June 8, 1998. The Company is currently doing business as Rent A Genius.

The Company is engaged in computer sales and consulting for small-medium size businesses in the Fort Myers area.

Note 2 Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Such estimates during the years ended December 31, 2009 and 2008, and assumptions impact, among others, the following:

● estimated allowance for doubtful accounts receivable,

● estimated useful lives for property and equipment; and

● potential obsolescence and impairment of inventory and property and equipment

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2009 and 2008, the Company had no cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2009 and 2008, there were no balances that exceeded the federally insured limit.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable represent balances due from customers for the sale of the Company’s products and services subject to normal trade collection terms, without discounts or rebates. An allowance for doubtful accounts is provided for those accounts receivable considered potentially uncollectible, based upon historical experience and management’s evaluation of outstanding accounts receivable at each reporting period. The Company does not charge interest on past due receivables. Receivables are determined to be past due based on payment terms of original invoices.

Inventory consists of finished goods, principally consisting of hardware and software components.

Inventory is stated at the lower of cost or market, determined by the first-in, first-out (FIFO) method. Market is determined based on the net realizable value, with appropriate consideration given to obsolescence, excessive levels, deterioration, and other factors.

These factors include, but are not limited to, technological changes in its markets, competitive pressures in products and services and related prices. The Company regularly evaluates its ability to realize the value of its inventory based on a combination of factors, including historical usage rates, forecasted sales, product life cycles, and market acceptance of new products and services. When inventory that is obsolete or in excess of anticipated usage is identified, it is written down to realizable value or an inventory valuation reserve is established.

For the years ended December 31, 2009 and 2008, respectively, the Company did not record any write-downs to net realizable value for obsolescence.

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation on a straight-line basis over the estimated useful lives, which ranges from five to seven years. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized when deemed material. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

In accordance with ASC 360, “ Property and Equipment ,” the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest. There were no impairment charges taken during the years ended December 31, 2009 and 2008, respectively.

During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.

Fair Value of Financial Instruments

The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, prepaids, inventory, accounts payable, and loans payable, approximate fair value due to the relatively short period to maturity for these instruments.

The Company has two streams of revenues:

●	Hardware and software sales, which are earned point of sale, without further obligation to the Company. There is no stated right of return for installed products, however, these items may be under manufacturer warranty, and

●	Consulting and training services, which are earned when provided.

The Company records revenue for both streams of revenues when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product or service is installed or delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

The Company elected to be taxed as a pass-through entity (S-corporation) under the Internal Revenue Code and was not subject to federal and state income taxes; accordingly, no provision had been made.

The Company adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments. At December 31, 2009 and 2008, the Company did not record any liabilities for uncertain tax positions.

Recent accounting pronouncements

The Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combinations accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s financial statements.

The Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

The Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

The Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

The Company will categorize assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.

The levels of fair value hierarchy are as follows:

●

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

●

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

●

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category would be presented in a table, which may include changes in fair value that were attributable to both observable and unobservable inputs.

There were no instruments requiring a fair value classification at December 31, 2009 and 2008, respectively.

Note 4 Property and Equipment

At December 31, 2009 and 2008, property and equipment consisted of the following:

	2009			2008

Automobiles	$	-		$	57,290
Leasehold improvements		2,777			-
Equipment		44,808			6,513
		47,585			63,803
Less: accumulated depreciation		( 6,410	)		(42,354	)
Property and Equipment - net	$	41,175		$	21,449

Advanced Network Solutions, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2009 and 2008

During 2009, the Company recorded a loan reduction to its two stockholders by transferring an automobile having a net book value of $12,159. The loan advances were non-interest bearing, unsecured and due on demand. Since this was a related party transaction, no gain on transfer was recorded, the Company charged additional paid-in capital.

The Company also recorded additional paid-in capital in connection with its two stockholders taking possession of a vehicle having a related loan of $10,343. (See Note 6)

There were no such transactions during 2008.

Note 5 Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Note 6 Loans Payable – Related Party Stockholders

The following is a tabular summary of the transactions affecting loans payable – related party stockholders.

Balance – December 31, 2007	$	10,490
Advances		10,409
Repayments		(14,256	)
Balance – December 31, 2008		6,643
Advances		79,208
Forgiveness of shareholder loans		(68,692	)
Transfer automobile to shareholders		(12,159	)
Repayments		( 5,000	)
Balance – December 31, 2009	$	-

Note 7 Stockholders’ Equity

In December 2009, the Company transferred inventory items of $7,373 to its two stockholders. The Company also recorded a forgiveness of accounts payable of $2,794 and loans payable of $68,692 from the Company to its two stockholders. The Company transferred the ownership of a vehicle to its two stockholders having an outstanding loan of $10,343. These transactions were all treated as capital transactions, with a charge to additional paid-in capital of $74,456.

The following is a tabular summary of the transactions affecting additional paid-in capital for the year ended December 31, 2009. All transactions occurred between the Company and its two stockholders:

Inventory	$	( 7,373	)
Forgiveness of accounts payable		2,794
Forgiveness of loans payable		68,692
Transfer of vehicle		10,343
Charge to additional paid-in capital	$	74,456

Note 8 Concentration of Credit Risk

The following concentrations are reported as of December 31, 2009 and 2008:

	2009	2008
Accounts receivable
Customer A	31%	42%
Customer B	22%	13%
Customer C	12%	-%
Customer D	-%	12%
Sales
Customer A	30%	32%
Customer B	21%	-%
Customer C	11%	-%
Accounts payable
Vendor A	85%	-%
Vendor B	-%	36%
Vendor C (related party)	-%	19%
Purchases
Vendor A	47%	32%
Vendor B	26%	21%
Vendor C	-%	11%
Vendor D	-%	10%

Note 9 Subsequent Events

The Company performed a review of subsequent events through February 17, 2010, the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure were made.

CINNABAR VENTURES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Index to Pro Forma Condensed Combined Financial Information

	Page(s)

Pro Forma Condensed Combined Balance Sheets as of November 30, 2009	1

Pro Forma Condensed Combined Statements of Operations as of November 30, 2009	2

Pro Forma Condensed Combined Balance Sheets as of May 31, 2009	3

Pro Forma Condensed Combined Statements of Operations as of May 31, 2009	4

Notes to Pro Forma Condensed Combined Financial Statements as of November 30, 2009 and May 31, 2009	5-7

Cinnabar Ventures, Inc. and Subsidiary
(A Development Stage Company)
Pro Forma Condensed Combined Balance Sheet


	November 30, 2009
	Advanced Network Solutions, Inc.		Cinnabar Ventures, Inc.
	(Acquiree)		(Acquiror)			Pro Forma			Pro Forma
	(Unaudited)		(Unaudited)			Adjustments			Combined

Assets
Current Assets
Cash	$	55,439	$	1,238			-		$	56,677
Accounts Receivable		45,986		-			-			45,986
Total Current Assets		101,425		1,238			-			102,663

Property and Equipment, net		22,541		-			-			22,541

Deposits and other assets		10,000		-			-			10,000

Intangibles:
Goodwill		-		-			479,378			479,378
Total Intangible Assets		-		-			479,378			479,378

Total Assets	$	133,966	$	1,238			479,378			614,582

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	51,613	$	-			-		$	51,613
Total Current Liabilities		51,613		-			-			51,613

Long Term Liabilities:
Loan Payable		11,731		-			-			11,731

Total Liabilities		63,344		-			-			63,344

Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized,
19,995,000 shares issued and outstanding		500		19,845			150			19,995
							(500	)
Additional paid-in capital		2,794		170,551			479,728			653,073
Retained Earnings (Deficit) accumulated during the development stage		67,328		(189,158	)		-			(121,830	)
Total Stockholders' Equity		70,622		1,238			479,378			551,238

Total Liabilities and Stockholders' Equity	$	133,966	$	1,238			479,378			614,582

See accompanying notes to unaudited pro forma condensed combined financial statements.

Cinnabar Ventures, Inc. and Subsidiaries
(A Development Stage Company)
Pro Forma Condensed Combined Statement of Operations


	November 30, 2009 Advanced Network Solutions, Inc.			Cinnabar Ventures, Inc.								For the Period from May 24, 2006 (inception) to November 30, 2009
	(Acquiree)			(Acquiror)			Pro Forma		Pro Forma			Pro Forma
	(Unaudited)			(Unaudited)			Adjustments		Combined			Combined

Revenue	$	129,567		$	-		$	-	$	129,567		$	129,567

Cost of revenue		39,979			-			-		39,979			39,979

Gross profit		89,588			-			-		89,588			89,588

General and administrative expense		114,379			85,019			-		199,398			303,537

Loss from operations		(24,791	)		(85,019	)		-		(109,810	)		(213,949	)

Other income		47			-					47			47

Net loss	$	(24,744	)	$	(85,019	)	$	-	$	(109,763	)	$	(213,902	)

Net loss per common share									$	(0.01	)	$	(0.01	)

Weighted average number of common shares outstanding
during the year / period - basic and diluted										19,276,233			18,783,254

See accompanying notes to unaudited pro forma condensed combined financial statements.

Cinnabar Ventures, Inc. and Subsidiaries
(A Development Stage Company)
Pro Forma Condensed Combined Balance Sheet


	May 31, 2009
	Advanced Network Sulotions, Inc.		May 31, 2009 Cinnabar Ventures, Inc.
	(Acquiree)		(Acquiror)			Pro Forma			Pro Forma
	(Unaudited)		(Unaudited)			Adjustments			Combined

Assets
Current Assets
Cash	$	569	$	45			-		$	614
Accounts Receivable		43,787		-			-			43,787
Total Current Assets		44,356		45			-			44,401

Property and Equipment, net		21,449		-			-			21,449

Intangibles:
Goodwill		-		-			544,714			544,714
Total Intangible Assets		-		-			544,714			544,714

Total Assets	$	65,805	$	45			544,714			610,564

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	46,127	$	315			-		$	46,442
Loan Payable- related party		-		22,469			-			22,469
Total Current Liabilities		46,127		22,784			-			68,911

Long Term Liabilities:
Loan Payable		14,392		-			-			14,392

Total Liabilities		60,519		22,784			-			83,303

Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized,
19,170,000 shares issued and outstanding		500		19,020			150			19,170
							(500	)
Additional paid-in capital		2,794		62,380			545,064			610,238
Retained Earnings (Deficit) accumulated during the development stage		1,992		(104,139	)		-			(102,147	)
Total Stockholders' Equity		5,286		(22,739	)		544,714			527,261

Total Liabilities and Stockholders' Equity	$	65,805	$	45			544,714			610,564

See accompanying notes to unaudited pro forma condensed combined financial statements.

Cinnabar Ventures, Inc. and Subsidiaries
(A Development Stage Company)
Pro Forma Condensed Combined Statement of Operations


	May 31, 2009 Advanced Network Sulotions, Inc.			May 31, 2009 Cinnabar Ventures, Inc.								For the Period from May 24, 2006 (inception) to May 31, 2009
	(Acquiree)			(Acquiror)			Pro Forma		Pro Forma			Pro Forma
	(Unaudited)			(Unaudited)			Adjustments		Combined			Combined

Revenue	$	223,189		$	-		$	-	$	223,189		$	223,189

Cost of revenue		125,373			-			-		125,373			125,373

Gross profit		97,816			-			-		97,816			97,816

General and administrative expense		125,704			38,383			-		164,087			268,226

Loss from operations		(27,888	)		(38,383	)		-		(66,271	)		(170,410	)

Other income		2,669			-					2,669			2,669

Net loss	$	(25,219	)	$	(38,383	)	$	-	$	(63,602	)	$	(167,741	)

Net loss per common share									$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding
during the year / period - basic and diluted										19,170,000			18,708,821

See accompanying notes to unaudited pro forma condensed combined financial statements.

Cinnabar Ventures, Inc. and Subsidiaries

Notes to Pro Forma Condensed Combined Financial Statements

Note 1 Background Information

On March 2, 2010, Cinnabar Ventures, Inc. (“the Company”) acquired 100% of the stock of Advanced Network Solutions, Inc. (“ANS”). The unaudited pro forma condensed combined financial statements are based on the historical financial statements of the Company and ANS after giving effect to the purchase price - consisting of the issuance of 150,000 shares of common stock and cash of $25,000 by the Company in connection with the ANS acquisition, and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The pro forma condensed combined financial statements should be read in conjunction with the historical financial statements and accompanying notes of ANS and the historical consolidated financial statements and accompanying notes of Cinnabar Ventures, Inc., included in our annual report in Form 10-K for the fiscal year ended May 31, 2009, and the quarterly report on Form 10-Q for the quarter ended November 30, 2009.

Note 2 Basis of Pro Forma Presentation

The unaudited pro forma condensed combined balance sheets and statements of operations as of November 30, 2009 and May 31, 2009, are based on the historical financial statements of the Company and ANS, after giving effect to the Company’s acquisition of ANS on March 3, 2010.

The pro forma financial statements give effect to the merger as if it had occurred on:

● May 31, 2008 for presenting the May 31, 2009 pro forma financial statements, and on

● November 30, 2008 for presenting the November 30, 2009 pro forma financial statements

In determining the valuation of goodwill, the Company is applying ASC 805, “Business Combinations” (“ASC 805”). The acquisition method of accounting is used for all business combinations where the acquiror is identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.

ASC 805 requires an entity:

●

to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.

●

to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.

●

to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.

●

to recognize contingent consideration at the date of acquisition, based on the fair value at that date.

Cinnabar Ventures, Inc. and Subsidiaries

Notes to Pro Forma Condensed Combined Financial Statements

The Company has considered this transaction as a reverse recapitalization. At the date of the transaction, the Company was operating to execute its business plan. There was no change in control in connection with the issuance of the 150,000 shares of common stock; therefore, treatment as an acquisition is appropriate under these facts and circumstances.

The Company has made significant assumptions and estimates in determining the preliminary estimated purchase price and the preliminary allocation of the estimated purchase price in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change as the Company finalizes the purchase price assessment and the valuation of the intangible assets acquired. These changes could result in material variances between future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of our consolidated results of operations or financial position that would have been reported had the ANS acquisition been completed as of the dates presented, and should not be taken as a representation of our future consolidated results of operations or financial position.

Note 3 Acquisition of ANS and Allocation of Purchase Price

ANS is a Florida Corporation that was incorporated on June 8, 1998. ANS is currently doing business as Rent A Genius, which is engaged in computer sales and consulting for small-medium size businesses in the Fort Myers area.

Effective March 2, 2010, the Company acquired ANS for $25,000 and 150,000 shares of the Company’s common stock, having a fair value of approximately $525,000 ($3.50/share), based upon the quoted closing trading price. There were no contingent consideration arrangements. Also, there is no non-controlling interest.

The estimated purchase price for ANS, as presented below on November 30, 2009, represents preliminary fair value estimates at the date of acquisition (all amounts are approximate)

Consideration transferred at fair value:
Cash	$	25,000
Common stock at fair value		525,000
Total consideration		550,000

Net assets acquired:
Assets		133,966
Liabilities		63,644
Total net assets acquired		70,622
Goodwill – at fair value	$	479,378

Cinnabar Ventures, Inc. and Subsidiaries

Notes to Pro Forma Condensed Combined Financial Statements

Note 4 Pro Forma Financial Statement Adjustment

This proforma adjustment represents the elimination of the ANS’s retained earnings as part of the acquisition, as well as to record the preliminary fair values of the ANS goodwill in connection with assets acquired, liabilities assumed and the common stock issued in connection with the acquisition.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the weighted average number of our common shares outstanding and are adjusted for the 150,000 shares of common stock issued in connection with the acquisition. The issuance of these shares is considered outstanding as of May 31, 2009. Diluted earnings per share will not be presented since the Company has a net loss, and the effect of the Company’s common stock equivalents would be anti-dilutive.

	Weighted Average Common Shares Outstanding

	Six Months Ended November 30, 2009			Year Ended May 31, 2009

Weighted average common shares outstanding – basic and diluted		19,126,233			19,020,000

Effect of common stock issued in merger		150,000			150,000

Weighted average common shares outstanding – basic and diluted – pro forma		19,276,233			19,170,000

Net loss – pro forma	$	(109,763	)	$	(63,602	)

Net loss per common share – basic and diluted – pro forma	$	(0.01	)	$	(0.00	)