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Nevada
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98-0585450
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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17595
S. Tamiami Trail, Suite 300
Fort
Myers, FL
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33908
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(Address
of principal executive offices)
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(Zip
Code)
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| Page(s) | |
| Financial Statements: | |
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Balance
Sheets as of February 28, 2010 (Unaudited) and
May
31, 2009 (Audited)
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1 |
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Statements
of Operations for the Three and Nine Months Ended
February
28, 2010 and 2009, and For the Period from May 24, 2006
(Inception)
to
February 28, 2010 (Unaudited)
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2 |
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Statements
of Cash Flows for the Nine Months Ended
February
28, 2010 and 2009, and For the Period from May 24, 2006
(Inception)
to
February 28, 2010 (Unaudited)
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3 |
| Notes to Financial Statements (Unaudited) | 4-13 |
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(A
Development Stage Company)
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||||||||||||||||||||
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Combined Statements of
Operations
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||||||||||||||||||||
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(Unaudited)
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||||||||||||||||||||
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For
the Period from
May
24, 2006
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||||||||||||||||||||
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For
the Three Months Ended February 28,
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For
the Nine Months Ended February 28,
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(Inception)
to
February
28,
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||||||||||||||||||
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2010
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2009
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2010
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2009
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2010
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||||||||||||||||
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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General
and administrative expenses
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2,344,284 | 9,375 | 4,179,304 | 32,735 | 4,283,442 | |||||||||||||||
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Net
loss
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$ | (2,344,284 | ) | $ | (9,375 | ) | $ | (4,179,304 | ) | $ | (32,735 | ) | $ | (4,283,442 | ) | |||||
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Net
loss per common share - basic and diluted
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$ | (0.11 | ) | $ | (0.00 | ) | $ | (0.21 | ) | $ | (0.00 | ) | $ | (0.23 | ) | |||||
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Weighted
average number of common shares outstanding
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||||||||||||||||||||
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during
the period - basic and diluted
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20,881,573 | 19,020,000 | 19,774,706 | 19,020,000 | 18,879,956 | |||||||||||||||
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2010
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2009
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|||||||
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Options
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550,000 | - | ||||||
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The
options listed are only for exercisable stock options at the reporting
period.
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||||||||
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·
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the
Company is searching for an operating business to execute a merger with
and develop new operating goals; in connection with this approach, the
Company acquired Yippy, Inc. on January 26, 2010 and Advanced Network
Solutions, Inc. on March 4, 2010;
and
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·
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the
Company is seeking third party
financing.
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·
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Level
1 inputs utilize unadjusted quoted prices in active markets for identical
assets or liabilities that the Company has the ability to
access;
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·
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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
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·
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Level
3 inputs are unobservable and are typically based on our own assumptions,
including situations where there is little, if any, market
activity.
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Risk-free
interest rate
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0.70%
- 0.95%
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Expected
dividend yield
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0%
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Expected
volatility
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616%
- 617%
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Expected
life
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90
– 730 days
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Expected
forfeitures
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0%
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·
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immediate
vesting
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·
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vesting
over four years following first year of
employment
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Options
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Weighted Average Exercise
Price
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Weighted Average Remaining Contractual
Life
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Aggregate Intrinsic Value
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|||||||||||||
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Outstanding
– May 31, 2009
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- | $ | - | - | - | |||||||||||
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Granted
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785,000 | 2.92 | - | - | ||||||||||||
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Exercised
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(75,000 | ) | 0.06 | - | - | |||||||||||
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Forfeited
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- | - | - | - | ||||||||||||
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Outstanding
– February 28, 2010
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710,000 | $ | 2.94 |
2.68 years
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$ | 280,300 | ||||||||||
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Exercisable
– February 28, 2010
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550,000 | $ | 2.92 |
1.94 years
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$ | 227,500 | ||||||||||
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●
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An
initial production release of the cloud based applications services
environment including such applications as audio and video players, games,
news, various user widgets, movies, videos, email, productivity suite,
storage, video conferencing, chat, and search. The datacenter
for this initial production release is to be housed in the US Metro
location in Bonita Springs, FL (Category 5, hardened facility) and
supported by resources acquired from ANS. At the
announcement of this report, this facility along with computing and
networking hardware is currently installed and fully
operational. We began accepting consumer users and
potential advertisers for our Yippy applications services on March 20,
2010 with substantial initial bandwidth for our
datacenter.
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●
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Initially
it is our plan to focus marketing and sales efforts for Cinnabar services
to the family and youth market in southwest Florida market. We
believe we can build strong synergies with target communities and
businesses as all of the companies we are rolling together are local to
the geography and have deep ties within the market. The
market offers in excess of 1 million potential consumers and in excess of
30 thousand businesses to which we can offer our integrated services to a
market that is underserved from a technology perspective (less than 1.4%
of the businesses in the market offer or support technology
solutions). It should be made clear that despite the fact
that we are focusing on Southwest Florida., we have the ability to accept
and support any users that have internet access
worldwide.
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●
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As
we establish ourselves as a reliable and consistent supplier of cloud
based network and computing services to the Southwest Florida market, we
intend to step our efforts out to multiple major metropolitan markets in
North America. We will establish content delivery nodes
(CDN’s) for Cinnabar solutions that will be built in cooperation with a
major carrier of fiber infrastructure with which the Company already has
established a multi-year contract. This will allow us to scale
our operations to address a national audience with more than sufficient
bandwidth and network resources ensure a high quality service no matter
the location of the users.
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●
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The
management team at Cinnabar strongly believe that the services we are
targeting at the youth and family market have significant value in the
business market as well. Business owners also want to provide a
safe, secure internet for workers that is devoid of unnecessary, wasteful,
or objectionable content. As such the Yippy software can be
fully customized (skinned) to the needs of a business
owner. Through customization only required applications and
internet resources are made available to the employees thus improving
productivity.
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●
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Obtain
additional operating capital from joint venture partnerships, debt
financing or equity financing to fund our ongoing operations and the
continued development of our applications services environment and
datacenters in North America. Although the Company is in discussions with
potential financial and strategic sources of financing for
their planned initiatives no definitive agreements are in
place.
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Exhibit
Number
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Description
of Document
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31.1
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Rule
13a-14(a) / 15d-14(a) Certification of Richard Granville, Principal
Executive Officer of the Company
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31.2
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Rule
13a-14(a) / 15d-14(a) Certification of Richard Granville, Principal
Financial Officer of the Company
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32.1
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Certification
Pursuant to 18 U.S.C. section 1350 of Richard Granville, Principal
Executive Officer of the Company
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32.2
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Certification
Pursuant to 18 U.S.C. section 1350 of Richard Granville, Principal
Financial Officer of the Company
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CINNABAR
VENTURES INC.
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||
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Date:
April 19, 2010
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By:
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/s/
Richard Granville
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Richard
Granville
Chief
Executive Officer
Chief
Financial Officer
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||
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1.
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I
have reviewed this Form 10-Q of Cinnabar Ventures
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods present in this
report;
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4.
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I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13-a-15(f) and 15d-15(f)) for the registrant and
have:
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a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financing reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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I
have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing
the equivalent functions):
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involved management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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1.
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I
have reviewed this Form 10-Q of Cinnabar Ventures
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods present in this
report;
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4.
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I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13-a-15(f) and 15d-15(f)) for the registrant and
have:
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|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financing reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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I
have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing
the equivalent functions):
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involved management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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(1)
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Such
Quarterly Report on Form 10-Q for the period ending February 28, 2010,
fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934;
and
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(2)
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The
information contained in such Quarterly Report on Form 10-Q for the period
ending February 28, 2010, fairly presents, in all material respects, the
financial condition and results of operations of Cinnabar Ventures
Inc.
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(1)
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Such
Quarterly Report on Form 10-Q for the period February 28, 2010, fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
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(2)
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The
information contained in such Quarterly Report on Form 10-Q for the period
ending February 28, 2010, fairly presents, in all material respects,
the financial condition and results of operations of Cinnabar Ventures
Inc.
|