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

FORM 8-K

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

Date of Report (Date of earliest event reported):  April 15, 2010

 
Yippy, 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)
 
 

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))

 
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2010, Frank Mambuca resigned from his position as a director of Yippy, Inc. (the “ Company ”) in order to pursue other business opportunities.  His resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices. A copy of Mr. Mambuca’s resignation letter is attached hereto as Exhibit 17.1 and incorporated herein in its entirety by reference.

On May 7, 2010, Rick A. Lisa resigned from his respective positions as a director of the Company and as President and Chief Operating Officer.  His resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices. A copy of Mr. Lisa’s resignation letter is attached hereto as Exhibit 17.2 and incorporated herein in its entirety by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the approval of our board of directors and the written consent of at least a majority of the outstanding shares of common stock of the Company, we filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to change the name of the Company from “Cinnabar Ventures Inc.” to “Yippy, Inc.” The Certificate of Amendment became effective on April 15, 2010. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No. Description
   
3.1  Certificate of Amendment to the Articles of Incorporation changing the name of the Company to Yippy, Inc.
17.1 Letter of Resignation of Frank Mambuca
17.2  Letter of Resignation of Rick A. Lisa
 
 
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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.

     
Date: May 10, 2010
 
Yippy, Inc.
     
     
 
By:
/s/ Richard Granville
   
Richard Granville
   
Chief Executive Officer

 
 
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Exhibit 3.1
 
 
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov

 
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20100245001-25
Filing Date and Time
04/15/2010  3:00 PM
Entity Number
E0388432006-8
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
Pursuant to NRS 78.385 and 78.390 - (After issuance of Stock)
 
1. Name of the corporation:
CINNABAR VENTURES INC.
 
2. The articles have been amended as follows (provide article number if available):
FIRST: The name of the corporation is Yippy, Inc.
 
 
 
 
 
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 78.86%
 
4. Effective date of filing (optional):
 
  5. Officer signature (required):   X /s/ Richard A. Lisa    
 
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
 
IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.
Exhibit 17.1
 


Frank Mambuca
24017 Production Circle
Bonita Springs, FL 34135
 


May 6, 2010
 
Richard Granville
Chairman of the Board
Cinnabar Ventures, Inc. aka Yippy, Inc.
17595 S. Tamiami Trail
Suite 300
Fort Myers, FL 33908
 
To the Board of Cinnabar Ventures, Inc (CNBR) aka Yippy, Inc.:
 
I have been on leave-of-absence from the Board of CNBR since 4/1/2010 (see attached letter). My leave from the Board was based upon the termination on 3/31/2010 of the Letter-of­Intent for CNBR to acquire US Metropolitan Telecom, LLC (US Metro). Beginning on 4/1/2010, CNBR and US Metro were automatically reengaged in negotiations, and it was inappropriate for me to continue to be on the Boards of both companies.
 
On 4/20/2010, CNBR and US Metro signed a formal agreement to cease any acquisition negotiations for CNBR to acquire US Metro. Based on the Agreement, although the companies will not engage in an acquisition. CNBR and US Metro will continue to enjoy a customer-supplier relationship.
 
As CNBR is going to focus on software and media for the foreseeable future, I am going to take this opportunity to formally resign from the Board of Directors of CNBR effective 5/6/2010.
 
It has been my pleasure to serve on the CNBR Board from 2/19/2010 to 3/31/2010 and to attend   our only Board Meeting on 3/10/2010 and 3/11/2010. The only compensation offered to me as a Board Member was the issuance of 100,000 CNBR Stock Options at a strike price of $0.01. I have not exercised these Stock Options, and I have no intention of exercising the Stock Options. As such, you can return the Stock Options to the Company Stock Option plan.
 
I believe that CNBR has a great mission, business plan, and team. I wish you great success as you continue to execute your plan and grow your business.
 
 
     Sincerely,
     
      /s/ Frank Mambuca
     Frank Mambuca
Exhibit 17.2
 
May 7th, 2010
 
 
Richard Granville
Chairman and CEO
Cinnabar Ventures, Inc.
17595 S. Tamiami Trail
Fort Myers, FL 33908
 
Rich,

Due to family obligations I am no longer able to fulfill the responsibilities of my position as President and COO of the company. As such, I hereby tender my resignation from this position with immediate effect. Unfortunately, I will also have to tender my resignation as a member of the Board of Directors as well.
 
I wish the company well.
 
Regards,
 
/s/ Richard A. Lisa
 
Richard A. Lisa