Cinnabar Ventures Inc (Form: 8-K/A, Received: 04/07/2010 17:26:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 26, 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:

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

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

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

[ ] 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 “cloud-based” local area network company in accordance with a Share Exchange Agreement, dated January 26, 2010 (the “ Share Exchange Agreement ”), by and among Cinnabar Ventures Inc. (“ we ,” “ Cinnabar ” or the “ Company ”), YIPPY, Inc. (“ YIPPY ”) and the shareholders of YIPPY (the “ YIPPY Shareholders ”). The closing of the transaction (the “ Closing ”) took place on January 26, 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 YIPPY (the “ YIPPY Common Stock ”) from the YIPPY Shareholders. In exchange for the YIPPY Common Stock, the Company issued 2,340,000 shares of the Company’s common stock (the “ Exchange Shares ”) to the YIPPY Shareholders, representing approximately 10.51% of the issued and outstanding common stock of the Company (the “ Common Stock ”) post closing (the “ Merger ”).

Pursuant to the Share Exchange Agreement, YIPPY 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 sole director of YIPPY and the YIPPY Shareholders have approved the Share Exchange Agreement and the transactions contemplated thereunder.

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 26, 2010, the Company acquired YIPPY 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 YIPPY Common Stock from the YIPPY Shareholders. In exchange for the YIPPY Common Stock, the Company issued the Exchange Shares to the YIPPY Shareholders, representing approximately 10.51% of the issued and outstanding Common Stock of the Company. Richard Granville, Chief Executive Officer of the Company, is also the Chief Executive Officer and former majority shareholder of YIPPY. Through its acquisition of YIPPY, Cinnabar acquired rights to 100% of the assets of YIPPY.

Business Summary

YIPPY is the world’s first fully functioning virtual computer. A cloud-based worldwide Local Area Network (LAN), YIPPY has turned every computer into a terminal for itself. Instead of traveling with your laptop, with the extra baggage to carry and the concern of misplacement or theft, you could purchase storage on the YIPPY cloud for a negligible fee and access your files from any device with an internet connection. YIPPY incorporates television, gaming, news, movies, social networking, streaming radio, office applications, shopping, and more - all on the fastest Internet browser available today.

Website

YIPPY is a “skinny” website architecture, combining clean scripting with data basing for one-time object loads and one-time dynamic page loads. Because the pages aren’t constantly being refreshed, this results in a tremendous reduction of bandwidth and server space required, reduction in load time for the user, and fewer people required to run the code - once a module is developed, it runs itself. With “skinny” architecture, low data transfer, and a code-light Operating System (OS), YIPPY is able to run at an estimated 75% below the cost ceiling of a website generated in typical fashion. Our module-based system is constructed on a layered platform, making it possible for multiple functions to occur simultaneously. YIPPY not only offers video, gaming, web browsing, and more, it offers them at the same time, or according to the wishes of the user. Each function is dynamically set into its own layer, with overlapping controls.

Operating System

The custom YIPPY OS is fully operational, currently installed and running on existing hardware devices. Personal software needs have evolved beyond one-size-fits-all. Personal software needs by the user have evolved beyond “one size fits all.” YIPPY’s essence is web-based agile software sets that are fully customized for “Look and Feel” for each vertical market penetration. Computing must be made more personal to the end user and have relevant programming for their personal lifestyles. This is accomplished through a VPN network grid with the ability through data basing to cookie-cut software packages together quickly and efficie ntly.

The purpose of running a web-based operating system is primarily such that a user can have his or her personal computer wherever there is an Internet connection, without having to have a physical computer. This brings the advertising and media world to a global doorstep, as we have removed the cost-prohibitive aspects of having a physical computer and the inconvenience of traveling with one.

The YIPPY OS offers the best of the internet and most popular internet applications – standard browsing capabilities on a JavaScript-based web platform, clean search capabilities, video entertainment, gaming, news, social networking, documents, music, storage, and more all on a fully customizable platform. The personal YIPPY platform will be via user signup (data based) and will include an amount of personal storage space to be used at the customer’s discretion – music, documents, files – all accessible through the user’s YIPPY account.

The customizable user interface features color schemes, themes, and a ‘drag and drop’ menu system whereby the user can select the menu icons he or she prefers to have displayed by accessing the control panel, and simply dragging the unwanted icons out of the menu (or back in). The database will display the standard (all icons and options available) for non-members and members who have not edited their preferences. YIPPY will save individual user preferences until they are re-edited. This will be particularly useful for mobile users, as the load time decreases significantly as the user customizes. For example, if you only want to see one or two particular shows or news channels, the system needs only to load those particular options for the user.

The YIPPY web-based OS is a series of dynamically framed widgets, enabling a user or company to effectively embed the entire site into another website, or embed their personal YIPPY site, including user or company preferences, into another social networking page such as MySpace or Facebook.

The YIPPY web-based OS is written using HTML, Java, JavaScript, .asp, and PHP. All databases are created and managed using Microsoft SQL and run with .asp dynamic controllers through a custom “Navicat” program developed to run seamlessly for all data calls.

Revenue Generating Advertising

Recurring revenue is achieved via unobtrusive ad programs that are strategically placed in the OS. These advertising impressions would be demographically and geographically quantified by the user’s registration and extremely valuable to the bottom line post-hardware sale.

For the web-based OS, YIPPY currently runs an in-player rich media ad set controlled by internal database and a banner system, which runs outside the player and is controlled on action by user click. The banner system is also database controlled. The video player is capable of running both clickable rich media ads and clickable banner ads in IAB Standard 300x250. This is achieved by running a tiered database which calls advertising “video wallpaper” for the banner ads, which require JavaScript snippets (displaying the banner dynamically layered over the video wallpaper) and simply plays the video for rich media ads. Each of our seventeen current television shows runs its own advertising database, allowing for marketers to target their products and services to a custom audience.

The outside player banner system is also run from database in targeted sets. This allows for us to control the behavior of the individual ad systems with regard to appearance, timing, geo-location, marketing and audience concerns (targeting). Each banner ad system runs a series of set-specific advertisements, which include banner and text ads, dynamic JavaScript snippets, or clickable image advertising specific to a particular advertiser. The ads appear on click during the course of user interaction with the site, and all banners have the ability to be hand-closed by the user or dynamically closed using “next function” capabilities. The outside player advertising system currently uses IAB standard sizes 728x90 (leader board), 234x60 (half banner), and 300x250 (medium rectangle) but has the capabilities to display any standard-sized advertisement. For special cases (custom ad sizes), the database can be configured to display any size banner seamlessly.

YIPPY also has the capability for data based interstitial advertising (full-screen) or background advertising, where the entire background of the page is formatted to advertise for a specific advertiser. Custom backgrounds can be generated in-house as well as accepted from outside marketers. Custom backgrounds appear on entrance to the site, and can be overridden by the user via our dynamic color/theme background changing tools.

The ad systems have the capability of caching on one’s machine within the YIPPY OS, allowing for ad impressions to be served even when there is no open connection to the Internet. This is achieved via YIPPY’s dynamic intranet structure.

Video Player

The YIPPY video player currently features 17 television shows with unlimited capacity for expansion. The television shows are separately data based and run their own advertising systems, allowing for targeted marketing. With YIPPY, you can tailor your ad dollars to your audience. The video player object loads on site entrance only, and the content is controlled with a dynamically scripted interface. The YIPPY player also supports the capacity for shows to be controlled by trusted partners through a web-based upload form. This is done via database queue within the dynamic code set, requiring no personnel from YIPPY. The player module is dynamically resizable/xy mobile on click to infinite configuration. DB controls include show ordering, archiving, advertising, artwork, textual information, and cross-show display for programming which fits into multiple entertainment categories.

The video system is managed via database in three tiers: site, show, and clip set. For example, the YIPPY site (tier 1) contains seventeen shows (tier 2), and each show contains a show-specific clip set (tier 3). Each individual show is assigned its own advertising system and its own ordered clip set. Clip sets are dynamically managed and ordered via database, which includes the artwork, text descriptions, archiving, and all features associated with each show/episode.

The video player was developed using Macromedia Flash (versions 8+) and Action script (versions 2.0+). The player can be configured to display one show at a time (current standard) or up to twelve shows in one player for syndication purposes. All videos are embeddable/sharable using JavaScript snippets for social networking and distribution purposes.

The video player is set to run .flv files. The player is configurable to detect a user’s connection speed and deliver video based on the speed returned. This means that a lower resolution video is delivered to users with slow connections and/or weak connections and a high-resolution video is delivered to users with broadband or cable access. This enables all users to experience YIPPY at similar levels – the player tailors to you and you see a smooth, seamless playback no matter where you are. Mobile devices will run YIPPY at low resolution in order to save bandwidth and increase loading speed.

The raw movie/video files are edited using Sony Vegas software (versions 8+). The videos are equalized (volume) and compressed. The clip is set for 16:9 aspect ratio (wide screen), and rendered at 24 frames per second with a progressive scan and a pixel aspect ratio of 1.0. The color compression depth is 24 bpp and runs in uncompressed video format. Once the render is complete, the video is encoded into an .flv format using Macromedia Flash Video Encoder. The Video Codec is On2 VP6 with a max data rate of HD1080 kbps. The frame rate is unchanged at 24 frames per second and the Audio HD Data Rate is set to 96 kbps.

The video database is set to run the standard .flv using the file name only, with an optional two pre-roll videos and two post-roll videos. The pre- and post-roll videos are used primarily for buffering purposes (YIPPY presents, coming up next, etc.), but can also be used for advertisers to sponsor a particular episode of a particular show, parlaying nicely into the targeted advertising system.

Gaming Application

The YIPPY gaming application uses a JavaScript controlled module platform and can be minimized (small view), maximized (large view) or closed within our module. The window controllers can be faded backwards or forwards if you do not wish to view controls. The games can be embedded into our JavaScript module directly from a developer’s server using object/embed tags for flash games, or using JavaScript snippets for non-flash games. Alternatively, the games can be stored on the YIPPY server and embedded locally as well. Audio within games is completely supported and graphics do not degrade within the scripted platform.

YIPPY Functionality

The YIPPY site is fully SEO compliant, and constructed in scripts which translate well for not only cross-browser applications, but cross-platform. The YIPPY will run perfectly from your home computer, but it will also run perfectly from your mobile device without losing function or quality. The YIPPY was designed from the ground up with your mobile device in mind. Given the features available, it seems perfectly natural that the YIPPY was designed with YOU in mind as well.

Intellectual Property & Other Assets

Copyrights

YIPPY includes Copyrights to the following:

·	All graphics appearing on YIPPY and/or other related web properties unless explicitly specified.

·	All photographs appearing on YIPPY and/or other related web properties unless explicitly specified.

·	All video content appearing on YIPPY and/or other related web properties unless explicitly specified, with the possible exception of video advertisements provided by clients of YIPPY and licensed for our distribution for advertising purposes.

Process Patents

YIPPY holds patents and/or rights to patents pending for the following:

·	Application No. 60981453; Related Patents:

i.	Electrical Computers and Digital Processing Systems

ii.	Middleware Configuration

iii.	Ubiquitous Communication and Processes

·	Application No. 20060190669; Class 711004000 (USPTO); Related Patents:

i.	Electrical Computers and Digital Processing Systems

ii.	Memory, Addressing Combined with Specific Memory Configuration or System

iii.	Dynamic-type Storage Device (e.g. Disk, Tape, Drum)

Web Properties

YIPPY owns a total of 197 Web Properties:

·	Domains Associated with YIPPY (19);

·	Domains Associated with RED NETWORK (116);

·	Domains Associated with MEDIA (26);

·	Domains Associated with REAL ESTATE / AUCTIONS (9); and

·	Domains Associated with DEVELOPMENT / OTHER (27).

YIPPY Web-Based Operating System

·	All Data and Displays Fully Database Driven, including the Advertising Platform and all other Modules.

·	“Skinny” Code Architecture, allowing the Dynamic Database to handle most of the load allowing for server side and client side interactions to use less data calls, making the overall user experience faster on a 3G connection.

All of the graphics, icons, themes, styles, news feeds, games, television shows, advertising campaigns and other contents unique to the page or module are set into a dynamic database, leaving the code in the files very minimal as it only contains behavior, not details. Since the details are fed into the page automatically and then cached across our server network, the overall user experience is much faster because the YIPPY loads from the server set nearest you; the dynamic database handles the majority of the load when an action is called, and the rest is stored locally, only reloading if an update is made. Another advantage to this is that the files themselves, once built, do not require constant maintenance. All updates are made in the database, minimizing the likelihood of making an error in the code and also requiring fewer people to run YIPPY internally.

Navigation Modules

Navigation Modules are all modules facilitating and/or customizing the use of the site. This includes but is not limited to the safe search function, the safe browsing function, all onClick button controls, and all menu systems, graphical and otherwise.

·	Communication Modules :

i.	Web-Based Email

ii.	Productivity Suite

The productivity suite joins email to storage, documents, tasks, calendars, and more. The user is given a storage “bucket” on the YIPPY cloud, and will be able to upload or create and edit documents and store them within YIPPY. This will enable the user to access his or her documents from any computer terminal with Internet access. The productivity suite is compatible with most document types, including those generated by Microsoft Office products.

iii.

Video Conferencing

iv.

Live Chat

Social Networking

·	Advertising Modules :

	i.	In-Stream Custom Delivery of both Rich-Media and Mixed Media Advertisements.
	ii.	Intuitive Banner Delivery Complimentary to In-Stream Advertisements.
	iii.	Targeted Demography relational to IP address, Name, Age or Age Group, Sex, City, State, Zip Code, Historical Preference, Relative Economic Status, or any combination thereof.
	iv.	Custom tracking of advertising views, clicks, and related data.
	v.	Saleable custom scripts for embeddable tracking of real-time statistics for advertisements on other services.
	vi.	In-House generation of advertising creatives for rich media and mixed media advertisements. Caching of Advertisements on local machines, allowing for delivery in the absence of an internet connection.

vii.

All in-player advertising fully clickable.

The Advertising Module is customizable to any demographic. An advertiser may choose to run his campaign across the entire YIPPY platform, or they may choose to run it, for example, only while the user is playing a game. As all user data is tracked and catalogued automatically in the database and fed into the Advertising Module, it is fully sensitive from the broadest sense down to the click. This means that an advertiser could opt to run his campaign only when a user clicks on the Major League Baseball News, and furthermore, only to users who are reading about baseball and are males ages 20-34 who live in Oakland. All advertising statistics are tracked automatically and reported, making for a tremendous degree of accuracy. The ability to customize campaigns to the finest detail and guarantee reaching your target demographic makes the YIPPY advertising module unique and valuable.

·	Gaming Module :

The Gaming Module currently includes 25 flash games, some of which are hosted in-house and some of which are hosted by third parties. The Gaming Module is capable of displaying pre-load interstitial advertisements as well as displaying custom games which have been developed in-house, or games which have been created by third-party developers, whether the games are hosted outside our server network through trusted partners or within the network.

·	Television Module :

i.	User-resizable dynamic television platform supportive of in-stream rich media and mixed media advertising.

ii.

YIPPY has created or obtained licensing and distribution rights for and currently offers 23 Network-Quality television shows, with 1,760 three to seven-minute video shorts (clips) produced, and approximately 275 Terabytes of raw content ready for production. All content filmed between 2007 and 2009.

iii.	Custom Flash video player.

iv.	Infinite capability for expansion of programming, including ability to stream content from trusted partners.

v.	Built-In Connection Detecting Capabilities, allowing for delivery of low-resolution streaming for customers with slower internet connections, and high-definition television for customers with broadband or cable connections, enabling all users to experience YIPPY at similar levels.

The YIPPY television is also dynamically tied into the advertising module allowing for themed companion ads – for example, if a Coca-Cola commercial plays inside the player, the banner advertising ad outside the player is capable of changing to a Coca-Cola advertisement as well, thereby increasing the effectiveness of the campaign.

All video content is fed to the player via database, allowing for custom behaviors to be programmed both directly into and also complimentary to the television stream. The television system can also be used as a standalone module.

·	Browser Module :

i.	Includes custom-built content filtering capabilities.

ii.	Includes custom-built search filtering capabilities.

The YIPPY browser is exceedingly fast. All filtering functions are stored in database and automatically pinged when a user types in a URL or a search term. Currently, the browser blocks in excess of 3.8 million undesirable sites. “Undesirable” in this case has been defined as those sites, which contain content strictly intended for adults. The browser can also be set to white-list (i.e, reverse blacklist), meaning that parents could technically choose to limit a child’s browsing to just a few sites they know and trust. The browser can also be set to recognize not only complete search terms or URLs, but regular expressions as well.

·	Radio Module :

The Radio Module can be set to play audio files from a user’s storage bucket (effectively allowing users to create their own “station”, custom XML playlists, or live radio broadcasts. The radio is tied into the advertising system also, allowing for audio-based advertising campaigns or standard banners. In addition to supporting live streaming for podcast or traditional AM/FM radio broadcasts, the current file types supported in playlist mode are MP3, M4A, WAV, or WMV file types.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Share Exchange Agreement, on January 29, 2010, we issued 2,340,000 shares of our Common Stock to the YIPPY Shareholders in exchange for 100% of the outstanding shares of YIPPY. 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 the Business Acquired

The Audited Consolidated Financial Statements of YIPPY, Inc. for the year ended December 31, 2009, including the notes to such financial statements, are incorporated herein by reference to Exhibit 99.1 of this Form 8-K.

(b) Pro Forma Financial Information

Incorporated by reference to Exhibit 99.2 attached hereto.

(d) Exhibits

Exhibit No.	Description

2.1	Share Exchange Agreement, by and among Cinnabar Ventures Inc., YIPPY, Inc. and the shareholders of YIPPY, Inc., dated January 26, 2010 (incorporated by reference to Exhibit 2.1 to Company's Form 8K, filed February 1, 2010).

99.1	Audited Consolidated Financial Statements of YIPPY, Inc. for the year ended December 31, 2009, and accompanying notes to the consolidated financial statements

99.2	Unaudited pro forma consolidated financial statements of the Cinnabar Ventures Inc. and YIPPY, Inc. as of November 30, 2009

SIGNATURES

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: April 7, 2010	By:	/s/ Richard Granville
		Richard Granville
		Chief Executive Officer

Exhibit 99.1

YIPPY, Inc.

(A Development Stage Company)

Financial Statements

December 31, 2009

CONTENTS

		Page
Report of Independent Registered Public Accounting Firm		1

Balance Sheet – As of December 31, 2009		2

Statement of Operations – For the Period from October 6, 2009 (Inception) to December 31, 2009		3

Statement of Changes in Stockholders’ Equity – For the Period from October 6, 2009 (Inception) to December 31, 2009		4

Statement of Cash Flows – For the Period from October 6, 2009 (Inception) to December 31, 2009		5

Notes to Financial Statements		6-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

YIPPY, Inc.

We have audited the accompanying balance sheet of YIPPY, Inc. (a development stage company) as of December 31, 2009, and the related statements of operations, changes in stockholders’ equity and cash flows for the period from October 6, 2009 (inception) to December 31, 2009. 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 audit.

We conducted our audit 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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 audit provides 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 YIPPY, Inc. (a development stage company) as of December 31, 2009, and the results of its operations and its cash flows for the period from October 6, 2009 (inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

Berman & Company, P.A.

Boca Raton, Florida

April 5, 2010

YIPPY, Inc.

(A Development Stage Company)

Balance Sheet

December 31, 2009

Assets

Current Assets
Cash	$	490,000
Due from affiliate		10,000
Total Current Assets		500,000

Total Assets	$	500,000

Stockholders' Equity

Stockholders' Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
none issued and outstanding	$	-
Common stock, $0.001 par value, 100,000,000 shares authorized;
900,000 shares issued and outstanding		900
Additional paid-in capital		2,249,100
Deficit accumulated during the development stage		(1,750,000	)
Total Stockholders' Equity	$	500,000

YIPPY, Inc.

(A Development Stage Company)

Statement of Operations

For the Period from October 6, 2009 (Inception) to December 31, 2009

General and administrative expenses	$	1,750,000

Net loss		(1,750,000	)

Net loss per common share - basic and diluted	$	(1.94	)

Weighted average number of common shares outstanding
during the period - basic and diluted		900,000

YIPPY, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders' Equity

For the Period from October 6, 2009 (Inception) to December 31, 2009

					Additional		Deficit			Total
	Common Stock, $0.001 Par Value				Paid In		Accumulated During			Stockholders'
	Shares		Amount		Capital		the Development Stage			Equity

Proceeds from the issuance of common stock - founder ($2.50/share)		200,000	$	200	$	499,800	$	-		$	500,000

Stock issued for services - founders ($2.50/share)		700,000		700		1,749,300		-			1,750,000

Net loss for the period from October 6, 2009 (inception) to December 31, 2009		-		-		-		(1,750,000	)		(1,750,000	)

Balance - December 31, 2009		900,000	$	900	$	2,249,100	$	(1,750,000	)	$	500,000

YIPPY, Inc.

Statement of Cash Flows

For the Period from October 6, 2009 (Inception) to December 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,750,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services - founders		1,750,000
Net Cash Used In Operating Activities		-

CASH FLOWS FROM INVESTING ACTIVITIES:
Due from affiliate		(10,000	)
Net Cash Used In Investing Activities		(10,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		500,000
Net Cash Provided By Financing Activities		500,000

Net Increase in Cash		490,000

Cash - Beginning of Period		-

Cash - End of Period	$	490,000

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	-
Interest	$	-

YIPPY, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

Note 1 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

YIPPY, Inc. (the “Company”), was incorporated in the State of Delaware on October 6, 2009.

The Company intends to become a cloud-based worldwide Local Area Network that allows the users to access files from any device with an internet connection.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid change and intense competition. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure.

Use of Estimates

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 for the period ended December 31, 2009, and assumptions affect, among others, the following:

● valuation of stock based compensation

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.

YIPPY, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2009.

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, there were no balances that exceeded the federally insured limit, as all cash was in a non-interest bearing escrow account.

Share Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “ Income Taxes ,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2009, the Company did not record any liabilities for uncertain tax positions.

YIPPY, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

Segment Information

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

Recent Accounting Pronouncements

In April 2009, the FASB issued guidance now codified as FASB ASC Topic 820, “ Fair Value Measurements and Disclosures,” which amends previous guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements in the current economic environment. This pronouncement was effective for periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, financial condition or results of operations; however, these provisions of FASB ASC Topic 820 resulted in additional disclosures with respect to the fair value of the Company’s financial instruments.

In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “ Subsequent Events ,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.

In June 2009, the Financial Accounting Standards Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105, “ Generally Accepted Accounting Principles ,” as the single source of authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s business, financial condition or results of operations, but will impact the Company’s financial reporting process by eliminating all references to pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.

In January 2010, the Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update will become effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's consolidated financial statements.

YIPPY, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

Note 2 Merger of Entities Under Common Control and Due from Affiliate

During the period from October 6, 2009 (inception) through December 31, 2009, the Company advanced $10,000 to an affiliated entity of the Company - Cinnabar Ventures, Inc. (“CNBR”), a publicly traded company. The Chief Executive Officer and principal stockholder of both entities is the same individual, this established common control. This advance was non-interest bearing, unsecured and due on demand.

On January 26, 2010, the Company was acquired by CNBR. The transaction was treated as the combination of entities under common control, similar to a pooling of interests. Fair value accounting is not applicable in this transaction.

During the period from January 1, 2010 to January 26, 2010 (pre-merger), the Company advanced $368,936 to Cinnabar as a working capital advance. During the period January 27, 2010 to April 5, 2010, the Company advanced $120,963 (post-merger) to Cinnabar as a working capital advance. All advances were non-interest bearing, unsecured and due on demand.

Note 3 Income Taxes

The Company recognizes deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company will establish a valuation allowance to reflect the likelihood of realization of deferred tax assets. There were no deferred tax assets at December 31, 2009.

The valuation allowance at October 6, 2009 (inception) was $0. There was no increase or decrease in the valuation allowances for the period ended December 31, 2009.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2009.

YIPPY, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

The actual tax benefit differs from the expected tax benefit for the period ended December 31, 2009 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes and 5.5% for State income taxes, a blended rate of 37.63%) are approximately as follows:

Expected tax expense (benefit) - Federal	$	(562,500	)
Expected tax expense (benefit) - State		(96,500	)
Non-deductible stock compensation		659,000
Change in valuation allowance		-
Actual tax expense (benefit)	$	-

Note 4 Fair Value

The fair value of the Company's financial assets and liabilities reflects the Company's estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company's assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:		Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company's investment strategy is focused on capital preservation. The Company intends to invest in instruments that meet credit quality standards. The current expectation is to maintain cash and cash equivalents, once these resources are available.

At December 31, 2009, the Company has no instruments that require additional disclosure.

YIPPY, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

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 Stockholders’ Equity

On October 7, 2009, the Company issued 200,000 shares of common stock for $500,000 ($2.50/share), to its founder.

On October 7, 2009, the Company issued 700,000 shares of common stock, having a fair value of $1,750,000 ($2.50/share), to its founders for services rendered, based upon the recent cash offering price.

Note 7 Subsequent Events

The Company has evaluated for subsequent events between the balance sheet date of December 31, 2009 and April 5, 2010, the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure have been made.

Exhibit 99.2

CINNABAR VENTURES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(UNAUDITED)

Index to Pro Forma Condensed Combined Financial Information

		Pages
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		5-6

Cinnabar Ventures, Inc. and Subsidiary

(A Development Stage Company)

Pro Forma Condensed Combined Balance Sheet

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

Assets
Current Assets
Cash	$	-		$	1,238			-		$	1,238
Total Current Assets		-			1,238			-			1,238

Total Assets	$	-		$	1,238		$	-		$	1,238

Stockholders' Equity

Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized,
22,185,000 shares issued and outstanding		900			19,845			2,340			22,185
								(900	)
Additional paid-in capital		2,249,100			170,551			(1,440	)		2,418,211
Stock subscription receivable		(500,000	)		-			-			(500,000	)
Deficit accumulated during the development stage		(1,750,000	)		(189,158	)		-			(1,939,158	)
Total Stockholders' Equity		-			1,238			-			1,238

Total Liabilities and Stockholders' Equity	$	-		$	1,238		$	-		$	1,238

Cinnabar Ventures, Inc. and Subsidiaries

(A Development Stage Company)

Pro Forma Condensed Combined Statement of Operations

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


General and administrative expense		1,750,000			85,019			-		1,835,019			1,939,158

Net loss	$	(1,750,000	)	$	(85,019	)	$	-	$	(1,835,019	)	$	(1,939,158	)

Net loss per common share									$	(0.09	)	$	(0.10	)

Weighted average number of common shares outstanding
during the year / period - basic and diluted										21,466,233			19,404,833

Cinnabar Ventures, Inc. and Subsidiaries

(A Development Stage Company)

Pro Forma Condensed Combined Balance Sheet

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

Assets
Current Assets
Cash	$	-	$	45			-		$	45
Total Current Assets		-		45			-			45

Total Assets	$	-	$	45		$	-		$	45

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

Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized,
21,360,000 shares issued and outstanding		-		19,020			2,340			21,360
Additional paid-in capital		-		62,380			(2,340	)		60,040
Deficit accumulated during the development stage		-		(104,139	)		-			(104,139	)
Total Stockholders' Equity		-		(22,739	)		-			(22,739	)

Total Liabilities and Stockholders' Equity	$	-	$	45		$	-		$	45

Cinnabar Ventures, Inc. and Subsidiaries

(A Development Stage Company)

Pro Forma Condensed Combined Statement of Operations

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

General and administrative expense		-		38,383			-		38,383			142,522

Net loss	$	-	$	(38,383	)	$	-	$	(38,383	)	$	(142,522	)

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

Weighted average number of common shares outstanding
during the year / period - basic and diluted									21,360,000			19,433,527

Cinnabar Ventures, Inc. and Subsidiaries

Notes to Pro Forma Condensed Combined Financial Statements

(Unaudited)

Note 1 Background Information

On January 26, 2010, Cinnabar Ventures, Inc. (“the Company”) acquired 100% of the stock of YIPPY, Inc. (“YIPPY”). The unaudited pro forma condensed combined financial statements are based on the historical financial statements of the Company and YIPPY after giving effect to the purchase price - consisting of the issuance of 2,340,000 shares of common stock, 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 YIPPY 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 YIPPY, after giving effect to the Company’s acquisition of YIPPY on January 26, 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

The transaction has been treated similar to a pooling of interests due to these entities being under common control; as a result, the application of ASC 805; “Business Combinations” is not applicable.

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 YIPPY 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.

Cinnabar Ventures, Inc. and Subsidiaries

Notes to Pro Forma Condensed Combined Financial Statements

(Unaudited)

Note 3 Pro Forma Financial Statement Adjustment

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 2,340,000 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; additionally, the Company does not have any common stock equivalents.

	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		2,340,000			2,340,000

Weighted average common shares outstanding – basic and diluted – pro forma		21,466,233			21,360,000

Net loss – pro forma	$	( 1,835,019	)	$	( 38,383	)

Net loss per common share – basic and diluted – pro forma	$	( 0.09	)	$	( 0.00	)